Common use of Further Agreements and Representations Clause in Contracts

Further Agreements and Representations. Borrower does hereby: (a) ratify, confirm and acknowledge that the statements contained in the foregoing Background are true and complete and that, as amended hereby, the Loan Agreement and the other Loan Documents are in full force and effect and are valid, binding and enforceable against Borrower and its assets and properties, all in accordance with the terms thereof, as amended; (b) covenant and agree to perform all of Borrower’s obligations under the Loan Agreement and the other Loan Documents, as amended; (c) acknowledge and agree that as of the date hereof, Borrower has no defense, set-off, counterclaim or challenge against the payment of any of the Obligations or the enforcement of any of the terms of the Loan Agreement or of the other Loan Documents, as amended; (d) acknowledge and agree that all representations and warranties of Borrower contained in the Loan Agreement and/or the other Loan Documents, as amended (including, without limitation as modified by the amendments set forth on Schedule A hereto), are true, accurate and correct on and as of the date hereof as if made on and as of the date hereof, (e) represent and warrant that no Default or Event of Default exists; (f) covenant and agree that Borrower’s failure to comply with any of the terms of this Amendment or any other instrument or agreement executed or delivered in connection herewith, shall constitute an Event of Default under the Loan Agreement and each of the other Loan Documents; and (g) acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of the Note, the Loan Agreement or of any of the other Loan Documents and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Bank in any of the Loan Documents, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all of the Obligations. Borrower acknowledges and agrees that Bank is relying on the foregoing agreements, confirmations, representations and warranties of Borrower and the other agreements, representations and warranties of Borrower contained herein in agreeing to the amendments contained in this Amendment.

Further Agreements and Representations. Each Borrower and Guarantor does hereby: (a) ratify, confirm and acknowledge that the statements contained in the foregoing Background are true and complete and that, as amended hereby, the Loan Agreement and the other Loan Documents are valid, binding and in full force and effect and are valid, binding and enforceable against Borrower and its assets and properties, all in accordance with the terms thereof, as amendedeffect; (b) covenant and agree to perform all of such Borrower’s and Guarantor’s obligations under the Loan Agreement and the other Loan Documents, as amended; (c) acknowledge and agree that as of the date hereof, neither any Borrower nor Guarantor has no any defense, set-off, counterclaim or challenge against the payment of any sums owing under any of the Obligations Obligations, as amended, or the enforcement of any of the terms of the Loan Agreement or of the other Loan Documents, as amended; (d) acknowledge and agree that except as heretofore disclosed to Lender by Borrowers in writing, all representations and warranties of Borrower Borrowers and Guarantor contained in the Loan Agreement and/or the other Loan Documents, as amended (including, without limitation as modified by the amendments set forth on Schedule A hereto)amended, are true, accurate and correct on and as of the date hereof as if made on and as of the date hereof,; (e) represent and warrant that that, except for the Existing Defaults, no Default or Event of Default exists;or event which with the delivery of notice, passage of time or both would constitute an Event of Default exists or will exist; and (f) covenant and agree that BorrowerBorrowers’ or Guarantor’s failure to comply with any of the terms of this Amendment or any of the other instrument or agreement executed or delivered in connection herewith, Loan Documents shall constitute an Event of Default under the Loan Agreement and each of the other Loan Documents; and (g) acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of the Note, the Loan Agreement or of any of the other Loan Documents and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Bank in any of the Loan Documents, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all of the Obligations. Borrower acknowledges and agrees that Bank is relying on the foregoing agreements, confirmations, representations and warranties of Borrower and the other agreements, representations and warranties of Borrower contained herein in agreeing to the amendments contained in this AmendmentAgreement.

Further Agreements and Representations. Each Borrower does hereby: (a) : ratify, confirm and acknowledge that the statements contained in the foregoing Background are true and complete and that, as amended hereby, the Loan Credit Agreement and the other Loan Documents are in full force and effect and are valid, binding and enforceable against such Borrower and its assets and properties, all in accordance with the terms thereof, as amended; (b) ; covenant and agree to perform all of such Borrower’s 's obligations under the Loan Credit Agreement and the other Loan Documents, as amended; (c) ; acknowledge and agree that as of the date hereof, such Borrower has no defense, set-off, counterclaim or challenge against the payment of any of the Obligations or the enforcement of any of the terms of the Loan Credit Agreement or of the other Loan Documents, as amended; (d) ; acknowledge and agree that all representations and warranties of such Borrower contained in the Loan Credit Agreement and/or the other Loan Documents, as amended (including, without limitation as modified by the amendments set forth on Schedule A hereto)amended, are true, accurate and correct on and as of the date hereof as if made on and as of the date hereof, , except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of Section 4.02 of the Credit Agreement, the representations and warranties contained in the subsections (ea) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement; represent and warrant that no Default or Event of Default exists; (f) ; covenant and agree that such Borrower’s 's failure to comply with any of the terms of this Amendment or any other instrument or agreement executed or delivered in connection herewith, shall constitute an Event of Default under the Loan Credit Agreement and each of the other Loan Documents; and (g) and acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of any of the NoteNotes, the Loan Credit Agreement or of any of the other Loan Documents and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Bank Administrative Agent or any other Lender in any of the Loan Documents, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all of the Obligations. Each Borrower acknowledges and agrees that Bank is Administrative Agent and Lenders are relying on the foregoing agreements, confirmations, representations and warranties of such Borrower and the other agreements, representations and warranties of such Borrower contained herein in agreeing to the amendments contained in this Amendment.

Further Agreements and Representations. Each Borrower and Guarantor does hereby: (a) ratify, confirm and acknowledge that the statements contained in the foregoing Background are true and complete and that, as amended hereby, the Loan Agreement and the other Loan Documents are valid, binding and in full force and effect and are valid, binding and enforceable against Borrower and its assets and properties, all in accordance with the terms thereof, as amendedeffect; (b) covenant and agree to perform all of such Borrower’s and Guarantor’s obligations under the Loan Agreement and the other Loan Documents, as amended; (c) acknowledge and agree that as of the date hereof, neither any Borrower nor Guarantor has no any defense, set-off, counterclaim or challenge against the payment of any sums owing under any of the Obligations Obligations, as amended, or the enforcement of any of the terms of the Loan Agreement or of the other Loan Documents, as amended; (d) acknowledge and agree that except as heretofore disclosed to Lender by Borrowers in writing, all representations and warranties of Borrower Borrowers and Guarantor contained in the Loan Agreement and/or the other Loan Documents, as amended (including, without limitation as modified by the amendments set forth on Schedule A hereto)amended, are true, accurate and correct on and as of the date hereof as if made on and as of the date hereof,; (e) represent and warrant that that, no Default or Event of Default exists;or event which with the delivery of notice, passage of time or both would constitute an Event of Default exists or will exist; and (f) covenant and agree that BorrowerBorrowers’ or Guarantor’s failure to comply with any of the terms of this Amendment or any of the other instrument or agreement executed or delivered in connection herewith, Loan Documents shall constitute an Event of Default under the Loan Agreement and each of the other Loan Documents; and (g) acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of the Note, the Loan Agreement or of any of the other Loan Documents and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Bank in any of the Loan Documents, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all of the Obligations. Borrower acknowledges and agrees that Bank is relying on the foregoing agreements, confirmations, representations and warranties of Borrower and the other agreements, representations and warranties of Borrower contained herein in agreeing to the amendments contained in this AmendmentAgreement.

Further Agreements and Representations. Each Borrower and Guarantor does hereby: (a) ratify, confirm and acknowledge that the statements contained in the foregoing Background are true and complete and that, as amended hereby, the Loan Agreement and the other Loan Documents are valid, binding and in full force and effect and are valid, binding and enforceable against Borrower and its assets and properties, all in accordance with the terms thereof, as amendedeffect; (b) covenant and agree to perform all of such Borrower’s and Guarantor’s obligations under the Loan Agreement and the other Loan Documents, as amended; (c) acknowledge and agree that as of the date hereof, neither any Borrower nor Guarantor has no any defense, set-off, counterclaim or challenge against the payment of any sums owing under any of the Obligations Obligations, as amended, or the enforcement of any of the terms of the Loan Agreement or of the other Loan Documents, as amended; (d) acknowledge and agree that except as heretofore disclosed to Lender by Borrowers in writing, all representations and warranties of Borrower Borrowers and Guarantor contained in the Loan Agreement and/or the other Loan Documents, as amended (including, without limitation as modified by the amendments set forth on Schedule A hereto)amended, are true, accurate and correct on and as of the date hereof as if made on and as of the date hereof,; (e) represent and warrant that no Default or Event of Default exists;or event which with the delivery of notice, passage of time or both would constitute an Event of Default exists or will exist and all information described in the foregoing Background is true and accurate; and (f) covenant and agree that BorrowerBorrowers’ or Guarantor’s failure to comply with any of the terms of this Amendment or any other instrument or agreement of the documents executed or delivered in connection herewith, to Lender pursuant to the terms hereof shall constitute an Event of Default under the Loan Agreement and each of the other Loan Documents; and (g) acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of the Note, the Loan Agreement or of any of the other Loan Documents and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Bank in any of the Loan Documents, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all of the Obligations. Borrower acknowledges and agrees that Bank is relying on the foregoing agreements, confirmations, representations and warranties of Borrower and the other agreements, representations and warranties of Borrower contained herein in agreeing to the amendments contained in this AmendmentAgreement.

Further Agreements and Representations. Each Borrower and Guarantor does hereby: (a) ratify, confirm and acknowledge that the statements contained in the foregoing Background are true and complete and that, as amended hereby, the Loan Agreement and the other Loan Documents are valid, binding and in full force and effect and are valid, binding and enforceable against Borrower and its assets and properties, all in accordance with the terms thereof, as amendedeffect; (b) covenant and agree to perform all of such Borrower’s and Guarantor’s obligations under the Loan Agreement and the other Loan Documents, as amended; (c) acknowledge and agree that as of the date hereof, neither any Borrower nor Guarantor has no any defense, set-off, counterclaim or challenge against the payment of any sums owing under any of the Obligations Obligations, as amended, or the enforcement of any of the terms of the Loan Agreement or of the other Loan Documents, as amended; (d) acknowledge and agree that except as heretofore disclosed to Lender by Borrowers in writing, all representations and warranties of Borrower Borrowers and Guarantor contained in the Loan Agreement and/or the other Loan Documents, as amended (including, without limitation as modified by the amendments set forth on Schedule A hereto)amended, are true, accurate and correct on and as of the date hereof as if made on and as of the date hereof,; (e) represent and warrant that that, after giving effect to this Amendment, no Default or Event of Default exists;or event which with the delivery of notice, passage of time or both would constitute an Event of Default exists or will exist and all information described in the foregoing Background is true and accurate; and (f) covenant and agree that BorrowerBorrowers’ or Guarantor’s failure to comply with any of the terms of this Amendment or any other instrument or agreement of the documents executed or delivered in connection herewith, to Lender pursuant to the terms hereof shall constitute an Event of Default under the Loan Agreement and each of the other Loan Documents; and (g) acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of the Note, the Loan Agreement or of any of the other Loan Documents and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Bank in any of the Loan Documents, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all of the Obligations. Borrower acknowledges and agrees that Bank is relying on the foregoing agreements, confirmations, representations and warranties of Borrower and the other agreements, representations and warranties of Borrower contained herein in agreeing to the amendments contained in this AmendmentAgreement.

Further Agreements and Representations. Borrower does hereby: (a) ratify6.1 ratifies, confirm confirms and acknowledge acknowledges that the statements contained in the foregoing Background are true and complete and thatLoan Agreement, as amended hereby, the Loan Agreement and the all other Loan Documents are to which Borrower is a party continue to be valid, binding and in full force and effect and are validas to Borrower as of the date of this Amendment, binding and enforceable against as respects Borrower and its assets and properties, all in accordance with the terms thereof, as amendedtheir terms; (b) covenant 6.2 covenants and agree agrees to perform all of Borrower’s its obligations under the Loan Agreement Agreement, as amended hereby, and the all other Loan Documents, as amended; (c) acknowledge 6.3 acknowledges and agree agrees that as of the date hereof, Borrower has no it does not have any defense, set-off, counterclaim or challenge against the payment of any of the Obligations sums owing to Lender or the enforcement of any of the terms of the Loan Agreement Agreement, as amended hereby, or any of the other Loan Documents, as amended; (d) acknowledge 6.4 ratifies, confirms and agree continues all liens, security interests, pledges, rights and remedies granted to Lender by Borrower in the Loan Documents; 6.5 represents and warrants that all representations and warranties of Borrower as contained in the Loan Agreement and/or and the other Loan Documents, as amended (including, without limitation as modified by the amendments set forth on Schedule A hereto), Documents are true, accurate correct and correct on and complete as of the date hereof as if of this Amendment. 6.6 represents and warrants that all schedules and exhibits attached to and made on part of the Loan Agreement and the other Loan Documents are true, correct and complete as of the date hereof,of this Amendment; and (e) represent 6.7 represents and warrant warrants that no Default condition or Event of Default exists; (f) covenant and agree that Borrower’s failure to comply with any of event exists after taking into account the terms of this Amendment which would constitute a Default or any other instrument or agreement executed or delivered in connection herewith, shall constitute an Event of Default under the Loan Agreement and each of the other Loan Documents; and (g) acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of the Note, the Loan Agreement or of any of the other Loan Documents and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Bank in any of the Loan Documents, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all of the Obligations. Borrower acknowledges and agrees that Bank is relying on the foregoing agreements, confirmations, representations and warranties of Borrower and the other agreements, representations and warranties of Borrower contained herein in agreeing to the amendments contained in this AmendmentDefault.

Further Agreements and Representations. Each Borrower does hereby: (a) ratify, confirm and acknowledge that the statements contained in the foregoing Background are true and complete and that, as amended hereby, the Loan Agreement and the other Loan Documents are valid, binding and in full force and effect and are valid, binding and enforceable against Borrower and its assets and properties, all in accordance with the terms thereof, as amendedeffect; (b) covenant and agree to perform all of such Borrower’s 's obligations under the Loan Agreement and the other Loan Documents, as amended; (c) acknowledge and agree that as of the date hereof, such Borrower has no defense, set-off, counterclaim or challenge against the payment of any sums owing under any of the Obligations Obligations, as amended, or the enforcement of any of the terms of the Loan Agreement or of the other Loan Documents, as amended; (d) acknowledge and agree that except as heretofore disclosed to Lender by Borrowers in writing, all representations and warranties of Borrower Borrowers contained in the Loan Agreement and/or the other Loan Documents, as amended (including, without limitation as modified by the amendments set forth on Schedule A hereto)amended, are true, accurate and correct on and as of the date hereof as if made on and as of the date hereof,; (e) represent and warrant that that, upon execution by Lender of this Amendment, no Default or Event of Default exists;or event which with the delivery of notice, passage of time or both would constitute an Event of Default exists or will exist, and all information described in the foregoing Background is true and accurate; and (f) covenant and agree that Borrower’s Borrowers' failure to comply with any of the terms of this Amendment or any other instrument or agreement of the documents executed or delivered in connection herewithto Lender pursuant to the terms hereof (including, without limitation, Borrowers' failure to obtain the New Financing and repay the Term Loan A Balance and the Term Loan B Balance when and as described above) shall constitute an Event of Default under the Loan Agreement and each of the other Loan Documents; and (g) acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of the Note, the Loan Agreement or of any of the other Loan Documents and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Bank in any of the Loan Documents, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all of the Obligations. Borrower acknowledges and agrees that Bank is relying on the foregoing agreements, confirmations, representations and warranties of Borrower and the other agreements, representations and warranties of Borrower contained herein in agreeing to the amendments contained in this AmendmentAgreement.

Further Agreements and Representations. Each Borrower does hereby: (a) ratify, confirm and acknowledge that the statements contained in the foregoing Background are true and complete and that, as amended hereby, the Loan Agreement and the other Loan Documents are valid, binding and in full force and effect and are valid, binding and enforceable against Borrower and its assets and properties, all in accordance with the terms thereof, as amendedeffect; (b) covenant and agree to perform all of such Borrower’s 's obligations under the Loan Agreement and the other Loan Documents, as amended; (c) acknowledge and agree that as of the date hereof, such Borrower has no defense, set-off, counterclaim or challenge against the payment of any sums owing under any of the Obligations Obligations, as amended, or the enforcement of any of the terms of the Loan Agreement or of the other Loan Documents, as amended; (d) acknowledge and agree that except as heretofore disclosed to Lender by Borrowers in writing, all representations and warranties of Borrower Borrowers contained in the Loan Agreement and/or the other Loan Documents, as amended (including, without limitation as modified by the amendments set forth on Schedule A hereto)amended, are true, accurate and correct on and as of the date hereof as if made on and as of the date hereof,; (e) represent and warrant that that, upon execution by Lender of this Amendment, no Default or Event of Default existsor event which with the delivery of notice, passage of time or both would constitute an Event of Default exists or will exist, and all information described in the foregoing Background is true and accurate; (f) covenant and agree that Borrower’s Borrowers' failure to comply with any of the terms of this Amendment or any other instrument or agreement documents executed or delivered in connection herewith, to Lender pursuant to the terms hereof shall constitute an Event of Default under the Loan Agreement Agreement, subject to the notice and each of the other Loan Documentsgrace periods provided therein, if applicable; and (g) acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of the Note, the Loan Agreement or of any of the other Loan Documents and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Bank in any of the Loan Documents, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all of the Obligations. Borrower acknowledges and agrees that Bank is relying on the foregoing agreements, confirmations, representations and warranties of Borrower and the other agreements, representations and warranties of Borrower contained herein in agreeing to the amendments contained in this Amendment.