Common use of Further Agreements and Representations Clause in Contracts

Further Agreements and Representations. The Borrower and the Guarantors do hereby: (i) ratify, confirm and acknowledge that, as amended and modified by this Sixth Amendment, the Credit Agreement, the Notes, the Guaranty, the Security Agreement, and all other Loan Documents continue to be valid, binding and in full force and effect; (ii) acknowledge and agree that, as of the date hereof, none of the Borrower or any of the Guarantors has any defense, set-off, counterclaim or challenge against the payment of any sums due and owing to the Administrative Agent or any Lender or the enforcement of any of the terms of the Credit Agreement, the Guaranty, the Security Agreement, and/or any of the other Loan Documents; (iii) acknowledge and agree that all representations and warranties of the Borrower and the Guarantors contained in the Credit Agreement, the Guaranty, the Security Agreement, and the other Loan Documents are true, accurate and correct in all material respects as of the date hereof as if made on and as of the date hereof, except to the extent any such representation or warranty specifically relates to an earlier date or dates in which case such representation or warranty remains true, accurate and correct in all material respects on and as of such date or dates, and that none of the corporate governing documents of the Borrower or the Guarantors have been amended, modified, or supplemented in any manner prohibited by the Loan Documents since the date of the execution and delivery of the Credit Agreement; and (iv) represent and warrant that the Borrower and the Guarantors have taken all necessary action required by law and by their respective corporate governing documents to execute and deliver this Sixth Amendment and that such execution and delivery constitutes the legal and validly binding action of such entities.

Further Agreements and Representations. The Borrower and the Guarantors do hereby: hereby (i) ratify, confirm confirm, and acknowledge thatthat the Loan Agreement, as amended and modified by this Sixth Amendment, the Revolving Credit AgreementLoan Note, the Notes, the Guaranty, the Security Agreementas amended and modified up through this Sixth Amendment, and all other Loan Documents Documents, in each case as amended and modified up through this Sixth Amendment, continue to be valid, binding and in full force and effect; , (ii) acknowledge and agree that, as of the date hereof, none of the Borrower or any of the Guarantors has any no defense, set-off, counterclaim counterclaim, or challenge against the payment of any sums due and owing to the Administrative Agent or any Lender or the enforcement of any of the terms of the Credit Agreement, the Guaranty, the Security Agreement, Loan Agreement and/or any of the other Loan Documents; , (iii) acknowledge and agree that all representations and warranties of the Borrower and the Guarantors contained in the Credit Agreement, the Guaranty, the Security Agreement, Loan Agreement and the other Loan Documents are true, accurate accurate, and correct in all material respects as of the date hereof as if made on and as of the date hereof, except to the extent any such representation or warranty specifically relates is by its terms limited to an earlier a certain date or dates in which case such representation or warranty it remains true, accurate accurate, and correct in all material respects on and as of such date or dates, dates and that none of the corporate governing documents of the Borrower or the Guarantors have been materially amended, modified, or supplemented since February 12, 2007 (or, in any manner prohibited by the Loan Documents case of Cinch Connectors and Bel Worksop, since the date of the execution January 29, 2010 and delivery of the Credit Agreement; December 7, 2010, respectively), and (iv) represent and warrant that the Borrower and the Guarantors have taken all necessary action required by law and by their respective corporate governing documents to execute and deliver this Sixth Amendment and that such execution and delivery constitutes the legal and validly binding action of such entities.

Further Agreements and Representations. The Borrower and the Guarantors do hereby: (i) ratify, confirm and acknowledge that, as amended and modified by up through and including this Sixth Third US_ACTIVE-119613345.4-CJMAURER Amendment, the Credit Agreement, the Notes, the Guaranty, the Security AgreementGuaranties, and all of the other Loan Documents continue to be valid, binding and in full force and effect; (ii) acknowledge and agree that, as of the date hereof, none of the Borrower or any of the Guarantors has any defense, set-off, counterclaim or challenge against the payment of any sums due and owing to the Administrative Agent or any Lender or the enforcement of any of the terms of the Credit Agreement, the Guaranty, the Security Agreement, Guaranties and/or any of the other Loan Documents; (iii) acknowledge and agree that all representations and warranties of the Borrower and the Guarantors contained in the Credit Agreement, the Guaranty, the Security AgreementGuaranties, and the other Loan Documents are true, accurate and correct in all material respects as of the date hereof as if made on and as of the date hereof, except to the extent any such representation or warranty specifically relates is by its terms limited to an earlier a certain date or dates in which case such representation or warranty it remains true, accurate and correct in all material respects on and as of such date or dates, and that that, none of the corporate governing documents of the Borrower or the Guarantors have been amended, modified, modified or supplemented in any manner prohibited by the Loan Documents since the date of the execution and delivery of the Original Credit Agreement; and (iv) represent and warrant that the Borrower and the Guarantors have taken all necessary action required by law and by their respective corporate governing documents to execute and deliver this Sixth Third Amendment and that such execution and delivery constitutes the legal and validly binding action of such entities.

Further Agreements and Representations. The Borrower and the Guarantors do hereby: hereby (i) ratify, confirm confirm, and acknowledge thatthat the Loan Agreement, as amended and modified by this Sixth AmendmentFifth Amendment and the Guaranty Supplement No. 2, the Revolving Credit AgreementLoan Note, as amended and modified up through this Fifth Amendment and the Notes, the Guaranty, the Security AgreementFirst Allonge, and all other Loan Documents Documents, in each case as amended and modified up through this Fifth Amendment, continue to be valid, binding and in full force and effect; , (ii) acknowledge and agree that, as of the date hereof, none of the Borrower or any of the Guarantors has any no defense, set-off, counterclaim counterclaim, or challenge against the payment of any sums due and owing to the Administrative Agent or any Lender or the enforcement of any of the terms of the Credit Agreement, the Guaranty, the Security Agreement, Loan Agreement and/or any of the other Loan Documents; , (iii) acknowledge and agree that all representations and warranties of the Borrower and the Guarantors contained in the Credit Agreement, the Guaranty, the Security Agreement, Loan Agreement and the other Loan Documents are true, accurate accurate, and correct in all material respects as of the date hereof as if made on and as of the date hereof, except to the extent any such representation or warranty specifically relates is by its terms limited to an earlier a certain date or dates in which case such representation or warranty it remains true, accurate accurate, and correct in all material respects on and as of such date or dates, dates and that none of the corporate governing documents of the Borrower or the Guarantors have been materially amended, modified, or supplemented since February 12, 2007 (or, in any manner prohibited by the Loan Documents case of Cinch Connectors and Bel Worksop, since the date of the execution January 29, 2010 and delivery of the Credit Agreement; December 7, 2010, respectively), and (iv) represent and warrant that the Borrower and the Guarantors have taken all necessary action required by law and by their respective corporate governing documents to execute and deliver this Sixth Fifth Amendment and that such execution and delivery constitutes the legal and validly binding action of such entities.

Further Agreements and Representations. The Borrower and the Guarantors do hereby: hereby (i) ratify, confirm confirm, and acknowledge thatthat the Loan Agreement, as amended and modified by this Sixth Fourth Amendment, the Revolving Credit Agreement, the Notes, the Guaranty, the Security AgreementLoan Note, and all other Loan Documents Documents, in each case as amended and modified by this Fourth Amendment, continue to be valid, binding and in full force and effect; , (ii) acknowledge and agree that, as of the date hereof, none of the Borrower or any of the Guarantors has any no defense, set-off, counterclaim counterclaim, or challenge against the payment of any sums due and owing to the Administrative Agent or any Lender or the enforcement of any of the terms of the Credit Agreement, the Guaranty, the Security Agreement, Loan Agreement and/or any of the other Loan Documents; , (iii) acknowledge and agree that all representations and warranties of the Borrower and the Guarantors contained in the Credit Agreement, the Guaranty, the Security Agreement, Loan Agreement and the other Loan Documents are true, accurate accurate, and correct in all material respects as of the date hereof as if made on and as of the date hereof, except to the extent any such representation or warranty specifically relates is by its terms limited to an earlier a certain date or dates in which case such representation or warranty it remains true, accurate accurate, and correct in all material respects on and as of such date or dates, dates and that none of the corporate governing documents of the Borrower or the Guarantors have been materially amended, modified, or supplemented in any manner prohibited by the Loan Documents since the date of the execution and delivery of the Credit Loan Agreement; , and (iv) represent and warrant that the Borrower and the Guarantors have taken all necessary action required by law and by their respective corporate governing documents to execute and deliver this Sixth Fourth Amendment and that such execution and delivery constitutes the legal and validly binding action of such entities.