Common use of No Default; Representations and Warranties, etc Clause in Contracts

No Default; Representations and Warranties, etc. On the Closing Date and on the effective date of each Compliance Certificate submitted by the Borrower hereunder: (i) the representations and warranties of the Borrower and its Subsidiaries contained in this Agreement and in each of the other Loan Documents shall be true and correct in all material respects on and as of such dates as if they had been made on such dates (except to the extent that such representations and warranties expressly relate to an earlier date or are affected by the consummation of transactions permitted under this Agreement and except that references to financial statements shall be deemed to refer to the most recent audited financial statements delivered to the Agent pursuant to Section 5.1(a) hereof); (ii) the Borrower shall be in compliance in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed on or prior to such dates; (iii) after giving effect to any Loans to be made on such dates, no Default or Event of Default shall have occurred and be continuing; and (iv) since the date of the most recently delivered audited financial statements of the Borrower and its Subsidiaries, no event or condition shall have occurred or exist which is reasonably likely to have a Material Adverse Effect. Each request for a Loan hereunder shall constitute a representation and warranty by the Borrower to the Agent and Lenders that all of the conditions specified in this subsection 4.3(a), have been and continue to be satisfied in all material respects as of the date of each such Loan (except the Borrower and its Subsidiaries shall only be required to confirm their representations and warranties on a quarterly basis in connection with the delivery of a Compliance Certificate). As of the date of each request for a Loan hereunder, the Borrower shall not have knowledge that that it is in violation of subsection 7.3 hereof. The Lenders hereby agree that the Borrower shall be permitted, from time to time, to supplement each of the Schedules provided to the Agent in connection with the execution and delivery of this Agreement and the other Loan Documents with respect to any matter arising after the Closing Date which is not otherwise prohibited by the terms of this Agreement (or with respect to which the Agent has otherwise consented) and which is necessary in order to render the representations and warranties of the Borrower and its Subsidiaries given in the Loan Documents true and correct, provided that any such supplements shall not be required more than once every year and such Schedules shall be deemed automatically updated by information contained in each Compliance Certificate and all SEC filings without the need for any further action on the part of the Borrower or any Subsidiary.

No Default; Representations and Warranties, etc. On the Closing Date The Loan Parties hereby represent, warrant and on the effective date of each Compliance Certificate submitted by the Borrower hereunderconfirm that: (ia) the representations and warranties of the Borrower and its Subsidiaries Loan Parties contained in this Agreement and in each Article III of the other Loan Documents shall be Credit Agreement are true and correct in all material respects (or, in the case of representations and warranties qualified by “materiality”, “Materal Adverse Effect” or similar language, true and correct in all respects) on and as of such dates the date hereof as if they had been made on such dates date (except to the extent that such representations and warranties expressly relate to or are stated to have been made as of an earlier date or are affected by the consummation of transactions permitted under this Agreement date, in which case, such representations and except that references to financial statements warranties shall be deemed to refer to the most recent audited financial statements delivered to the Agent pursuant to Section 5.1(a) hereof); (ii) the Borrower shall be in compliance true and correct in all material respects with (or, in the case of representations and warranties qualified by “materiality”, “Materal Adverse Effect” or similar language, true and correct in all respects) as of the terms and provisions set forth herein on its part to be observed or performed on or such earlier date); (b) prior to such dates; (iii) and after giving effect to any Loans to be made on such datesthis Amendment, no Default or Event of Default shall have has occurred and be is continuing; (c) the execution, delivery and (iv) since performance by the date Loan Parties of this Amendment and all other documents, instruments and agreements executed and delivered in connection herewith or therewith and the consummation of the most recently delivered audited financial statements of the Borrower and its Subsidiaries, no event or condition shall have occurred or exist which is reasonably likely to have a Material Adverse Effect. Each request for a Loan hereunder shall constitute a representation and warranty by the Borrower to the Agent and Lenders that all of the conditions specified in this subsection 4.3(a), Hazmasters Investment Transactions (i) have been and continue to be satisfied in duly authorized by all material respects as of the date of each such Loan (except the Borrower and its Subsidiaries shall only be required to confirm their representations and warranties on a quarterly basis in connection with the delivery of a Compliance Certificate). As of the date of each request for a Loan hereunder, the Borrower shall not have knowledge that that it is in violation of subsection 7.3 hereof. The Lenders hereby agree that the Borrower shall be permitted, from time to time, to supplement each of the Schedules provided to the Agent in connection with the execution and delivery of this Agreement and the other Loan Documents with respect to any matter arising after the Closing Date which is not otherwise prohibited by the terms of this Agreement (or with respect to which the Agent has otherwise consented) and which is necessary in order to render the representations and warranties of the Borrower and its Subsidiaries given in the Loan Documents true and correct, provided that any such supplements shall not be required more than once every year and such Schedules shall be deemed automatically updated by information contained in each Compliance Certificate and all SEC filings without the need for any further action on the part of the Borrower Loan Parties and their Subsidiaries (including any necessary shareholder consents or approvals), (ii) do not violate, conflict with or result in a default under and will not violate or conflict with or result in a default under any applicable law or regulation, any term or provision of the organizational documents of any Loan Party or Subsidiary or any Subsidiaryterm or provision of any material indenture, agreement or other instrument binding on any Loan Party or Subsidiary or any of its assets, and (iii) do not require the consent of any Person which has not been obtained; and (d) this Amendment is the legal, valid and binding obligation of the Loan Parties, enforceable against the Loan Parties in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles.

No Default; Representations and Warranties, etc. On the Closing Date and on the effective date of each Compliance Certificate submitted by the Borrower hereunderLoan: (ia) the representations and warranties of the Borrower and its Subsidiaries contained in Section 3 of this Agreement and in each of the other Loan Documents shall be true and correct in all material respects on and as of such dates as if they had been made on such dates (except to the extent that such representations and warranties expressly relate to an earlier date or are affected by the consummation of transactions permitted under this Agreement and except that references to financial statements shall be deemed to refer to the most recent audited financial statements delivered to the Agent pursuant to Section 5.1(a) hereofAgreement); (iib) the Borrower shall be in compliance in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed on or prior to such dates; (iiic) after giving effect to any the Loans to be made on such dates, no Default or Event of Default Default, shall have occurred and be continuing; and (ivd) since the date of the most recently delivered audited recent reviewed financial statements of the Borrower delivered on or prior to the date of this Agreement, there shall have been no material adverse change in the aggregate of the assets or liabilities or in the financial or other condition of the Borrower and its Subsidiaries, no event or condition taken as a whole; and (e) there shall have occurred been no change in any law or exist which is reasonably likely any regulation thereunder or any interpretation thereof which, in the reasonable opinion of the Bank, would make it illegal for the Bank to have a Material Adverse Effectmake the Loan. Each request for a Loan hereunder shall constitute a representation and warranty by the Borrower to the Agent and Lenders Bank that all of the conditions specified in clauses (a) through (d) of this subsection 4.3(a), 4.3 have been and continue to be satisfied in all material respects as of the date of each such Loan (except Loan, and the Borrower and its Subsidiaries Bank shall only be required to confirm their representations and warranties on have received a quarterly basis in connection with the delivery certificate of a Compliance Certificate). As of the date duly authorized officer of each request for a Loan hereunder, the Borrower shall not have knowledge that that it is in violation of subsection 7.3 hereof. The Lenders hereby agree that the Borrower shall be permitted, from time to time, to supplement each of the Schedules provided to the Agent conditions precedent set forth in connection with the execution and delivery subsections (a) through (d) of this Agreement subsection 4.3 have been satisfied and such other approvals, opinions or documents as the other Loan Documents Bank may reasonably request with respect to any matter arising after the Closing Date which is not otherwise prohibited by the terms of this Agreement (or with respect to which the Agent has otherwise consented) and which is necessary in order to render the representations and warranties of the Borrower and its Subsidiaries given in the Loan Documents true and correct, provided that any such supplements shall not be required more than once every year and such Schedules shall be deemed automatically updated by information contained in each Compliance Certificate and all SEC filings without the need for any further action on the part of the Borrower or any Subsidiaryconditions precedent.

No Default; Representations and Warranties, etc. On the Restatement Closing Date and on the effective date of each Compliance Certificate submitted by the Borrower hereunder: (i) the representations and warranties of the Borrower and its Subsidiaries contained in this Agreement and in each of the other Loan Documents shall be true and correct in all material respects on and as of such dates as if they had been made on such dates (except to the extent that such representations and warranties expressly relate to an earlier date or are affected by the consummation of transactions permitted under this Agreement and except that references to financial statements shall be deemed to refer to the most recent audited financial statements delivered to the Agent pursuant to Section 5.1(a) hereof); (ii) the Borrower shall be in compliance in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed on or prior to such dates; (iii) after giving effect to any Loans to be made on such dates, no Default or Event of Default shall have occurred and be continuing; and (iv) since the date of the most recently delivered audited financial statements of the Borrower and its Subsidiaries, no event or condition shall have occurred or exist which is reasonably likely to have a Material Adverse Effect. Each request for a Loan hereunder shall constitute a representation and warranty by the Borrower to the Agent and Lenders that all of the conditions specified in this subsection Section 4.3(a), have been and continue to be satisfied in all material respects as of the date of each such Loan (except the Borrower and its Subsidiaries shall only be required to confirm their representations and warranties on a quarterly basis in connection with the delivery of a Compliance Certificate). As of the date of each request for a Loan hereunder, the Borrower shall not have knowledge that that it is in violation of subsection Section 7.3 hereof. The Lenders hereby agree that the Borrower shall be permitted, from time to time, to supplement each of the Schedules provided to the Agent in connection with the execution and delivery of this Agreement and the other Loan Documents with respect to any matter arising after the Restatement Closing Date which is not otherwise prohibited by the terms of this Agreement (or with respect to which the Agent has otherwise consented) and which is necessary in order to render the representations and warranties of the Borrower and its Subsidiaries given in the Loan Documents true and correct, provided that any such supplements shall not be required more than once every year and such Schedules shall be deemed automatically updated by information contained in each Compliance Certificate and all SEC filings without the need for any further action on the part of the Borrower or any Subsidiary.

No Default; Representations and Warranties, etc. On the Closing Date and on the effective date of each Compliance Certificate submitted by the Borrower hereunderThe Credit Parties hereby confirm that: (ia) the representations and warranties of the Borrower and its Subsidiaries Credit Parties contained in this Agreement and in each Article 4 of the other Loan Documents shall be Note Purchase Agreement are true and correct in all material respects on and as of such dates the date hereof as if they had been made on such dates (except to the extent that such representations and warranties expressly relate to an earlier date or are affected by the consummation of transactions permitted under this Agreement and except that references to financial statements shall be deemed to refer to the most recent audited financial statements delivered to the Agent pursuant to Section 5.1(a) hereof)date; (iib) the Borrower shall be Credit Parties are in compliance in all material respects with all of the terms and provisions set forth herein in the Note Purchase Agreement on its their part to be observed or performed on or prior to such datesthereunder; and (iiic) after giving effect to any Loans to be made on such datesthis Amendment, no Default or Event of Default Default, nor any event which with the giving of notice or expiration of any applicable grace period or both would constitute such an Event of Default, shall have occurred and be continuing; . Each of the Credit Parties represents and warrants to the Noteholders and the Administrative Agent, as to itself and each other Credit Party, that (i) no Credit Party is or shall be liable for the repayment of the Holding Company Notes as a borrower and guarantor nor does any Credit Party provide collateral to secure the repayment of the Holding Company Notes, (ii) the incurrence by the Holding Company of the Holding Company Notes pursuant to the Holding Company Notes Indenture does not violate, breach or cause a default under the Senior Subordinated Notes Indenture and (iviii) since the date none of the most recently delivered audited financial statements transactions described in this Amendment violate, breach or cause a default under the Senior Subordinated Notes Indenture and the Loans and the other obligations of the Borrower Credit Parties under the Note Purchase Agreement as amended hereby and its Subsidiaries, no event or condition shall have occurred or exist which is reasonably likely to have a Material Adverse Effect. Each request for a Loan hereunder shall constitute a representation and warranty by the Borrower to the Agent and Lenders that all of the conditions specified in this subsection 4.3(a), have been and continue to be satisfied in all material respects as of the date of each such Loan (except the Borrower and its Subsidiaries shall only be required to confirm their representations and warranties on a quarterly basis in connection with the delivery of a Compliance Certificate). As of the date of each request for a Loan hereunder, the Borrower shall not have knowledge that that it is in violation of subsection 7.3 hereof. The Lenders hereby agree that the Borrower shall be permitted, from time to time, to supplement each of the Schedules provided to the Agent in connection with the execution and delivery of this Agreement and under the other Loan Documents with respect shall continue to any matter arising after the Closing Date which is not otherwise prohibited by the terms of this Agreement (or with respect to which the Agent has otherwise consented) constitute “Senior Indebtedness” and which is necessary in order to render the representations “Designated Senior Indebtedness” under and warranties of the Borrower and its Subsidiaries given as defined in the Loan Documents true and correct, provided that any such supplements shall not be required more than once every year and such Schedules shall be deemed automatically updated by information contained in each Compliance Certificate and all SEC filings without the need for any further action on the part of the Borrower or any SubsidiarySenior Subordinated Notes Indenture.

No Default; Representations and Warranties, etc. On the Closing Date (a) The Issuers represent and on the effective date of each Compliance Certificate submitted by the Borrower hereunder: (i) warrant that the representations and warranties of the Borrower and its Subsidiaries contained in this Agreement the Securities Purchase Agreements and in each of the other Loan Operative Documents shall be true and correct are in all material respects correct on and as of such dates the date hereof (after giving effect hereto) as if they had been made on such dates date (except to the extent that such representations and warranties expressly relate to an earlier date or are affected by the consummation as a result of transactions permitted under this Agreement and except the Securities Purchase Agreements), that references to financial statements shall be deemed to refer to the most recent audited financial statements delivered to the Agent pursuant to Section 5.1(a) hereof); (ii) the Borrower shall be in compliance in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed on or prior to such dates; (iii) after giving effect to any Loans to be made on such dates, no Default or Event of Default shall exists (other than those which have occurred been specifically waived pursuant to section 1 hereof) and that no condition exists which has resulted in, or could reasonably be continuing; and (iv) since the date of the most recently delivered audited financial statements of the Borrower and its Subsidiariesexpected to result in, no event or condition shall have occurred or exist which is reasonably likely to have a Material Adverse Effect. Change. (b) Each request for a Loan hereunder shall constitute a representation and warranty by the Borrower to the Agent and Lenders that all of the conditions specified in this subsection 4.3(a), have been Issuers ratifies and continue to be satisfied in all material respects as of confirms the date of each such Loan (except the Borrower Securities Purchase Agreements and its Subsidiaries shall only be required to confirm their representations and warranties on a quarterly basis in connection with the delivery of a Compliance Certificate). As of the date of each request for a Loan hereunder, the Borrower shall not have knowledge that that it is in violation of subsection 7.3 hereof. The Lenders hereby agree that the Borrower shall be permitted, from time to time, to supplement each of the Schedules provided other Operative Documents to which it is a party and agrees that, after giving effect to the Agent amendments, modifications and supplements effected hereby, each such agreement, document and instrument is in connection full force and effect, that its obligations thereunder and under this Fourth Amendment are its legal, valid and binding obligations enforceable against it in accordance with the execution terms thereof and delivery hereof and that it has no defense, whether legal or equitable, setoff or counterclaim to the payment and performance of this Agreement such obligations. (c) The Issuers agree that (i) if any default shall be made in the performance or observation of any covenant, agreement or condition contained herein or (ii) if any representation or warranty made by any Issuer herein or therein shall prove to have been false or incorrect on the date as of which made, the same shall constitute an Event of Default under the Securities Purchase Agreements and the other Loan Operative Documents with respect to and, in such event, you and each other holder of any matter arising after the Closing Date which is not otherwise prohibited by the terms of this Agreement (or with respect to which the Agent has otherwise consented) and which is necessary in order to render the representations and warranties of the Borrower Securities shall have all rights and its Subsidiaries given remedies provided by law and/or provided or referred to in the Loan Documents true Securities Purchase Agreements and correct, provided the other Operative Documents. The Issuers further agree that any such supplements shall not be required more than once every year and such Schedules shall be deemed automatically updated by information contained in each Compliance Certificate this Fourth Amendment is an Operative Document and all SEC filings without references thereto in the need for Securities Purchase Agreements and in any further action on the part other of the Borrower or any SubsidiaryOperative Documents shall include this Fourth Amendment.

No Default; Representations and Warranties, etc. On the Closing Date and on the effective date of each Compliance Certificate submitted by the Borrower hereunderThe Credit Parties hereby confirm that: (ia) the representations and warranties of the Borrower and its Subsidiaries Credit Parties contained in this Agreement and in each Article 4 of the other Loan Documents shall be Credit Agreement are true and correct in all material respects on and as of such dates the date hereof as if they had been made on such dates (except to the extent that such representations and warranties expressly relate to an earlier date or are affected by the consummation of transactions permitted under this Agreement and except that references to financial statements shall be deemed to refer to the most recent audited financial statements delivered to the Agent pursuant to Section 5.1(a) hereof)date; (iib) the Borrower shall be Credit Parties are in compliance in all material respects with all of the terms and provisions set forth herein in the Credit Agreement on its their part to be observed or performed on or prior to such datesthereunder; and (iiic) after giving effect to any Loans to be made on such datesthis Amendment, no Default or Event of Default Default, nor any event which with the giving of notice or expiration of any applicable grace period or both would constitute such an Event of Default, shall have occurred and be continuing; . Each of the Credit Parties represents and warrants to the Lenders, the Issuing Lender and the Administrative Agent, as to itself and each other Credit Party, that (i) no Credit Party is or shall be liable for the repayment of the Holding Company Notes as a borrower and guarantor nor does any Credit Party provide collateral to secure the repayment of the Holding Company Notes, (ii) the incurrence by the Holding Company of the Holding Company Notes pursuant to the Holding Company Notes Indenture does not violate, breach or cause a default under the Senior Subordinated Notes Indenture and (iviii) since the date none of the most recently delivered audited financial statements transactions described in this Amendment violate, breach or cause a default under the Senior Subordinated Notes Indenture and the Loans and the other obligations of the Borrower Credit Parties under the Credit Agreement as amended hereby and its Subsidiaries, no event or condition shall have occurred or exist which is reasonably likely to have a Material Adverse Effect. Each request for a Loan hereunder shall constitute a representation and warranty by the Borrower to the Agent and Lenders that all of the conditions specified in this subsection 4.3(a), have been and continue to be satisfied in all material respects as of the date of each such Loan (except the Borrower and its Subsidiaries shall only be required to confirm their representations and warranties on a quarterly basis in connection with the delivery of a Compliance Certificate). As of the date of each request for a Loan hereunder, the Borrower shall not have knowledge that that it is in violation of subsection 7.3 hereof. The Lenders hereby agree that the Borrower shall be permitted, from time to time, to supplement each of the Schedules provided to the Agent in connection with the execution and delivery of this Agreement and under the other Loan Documents with respect shall continue to any matter arising after the Closing Date which is not otherwise prohibited by the terms of this Agreement (or with respect to which the Agent has otherwise consented) constitute "Senior Indebtedness" and which is necessary in order to render the representations "Designated Senior Indebtedness" under and warranties of the Borrower and its Subsidiaries given as defined in the Loan Documents true and correct, provided that any such supplements shall not be required more than once every year and such Schedules shall be deemed automatically updated by information contained in each Compliance Certificate and all SEC filings without the need for any further action on the part of the Borrower or any SubsidiarySenior Subordinated Notes Indenture.

No Default; Representations and Warranties, etc. On the Closing Date and on the effective date of each Compliance Certificate submitted by the Borrower hereunderThe Credit Parties hereby confirm that: (ia) the representations and warranties of the Borrower and its Subsidiaries Credit Parties contained in this Agreement and in each Article 4 of the other Loan Documents shall be Note Purchase Agreement are true and correct in all material respects on and as of such dates the date hereof as if they had been made on such dates (except to the extent that such representations and warranties expressly relate to an earlier date or are affected by the consummation of transactions permitted under this Agreement and except that references to financial statements shall be deemed to refer to the most recent audited financial statements delivered to the Agent pursuant to Section 5.1(a) hereof)date; (iib) the Borrower shall be Credit Parties are in compliance in all material respects with all of the terms and provisions set forth herein in the Note Purchase Agreement on its their part to be observed or performed on or prior to such datesthereunder; and (iiic) after giving effect to any Loans to be made on such datesthis Amendment, no Default or Event of Default Default, nor any event which with the giving of notice or expiration of any applicable grace period or both would constitute such an Event of Default, shall have occurred and be continuing; . Each of the Credit Parties represents and warrants to the Noteholders and the Administrative Agent, as to itself and each other Credit Party, that (i) no Credit Party is or shall be liable for the repayment of the Holding Company Notes as a borrower and guarantor nor does any Credit Party provide collateral to secure the repayment of the Holding Company Notes, (ii) the incurrence by the Holding Company of the Holding Company Notes pursuant to the Holding Company Notes Indenture does not violate, breach or cause a default under the Senior Subordinated Notes Indenture and (iviii) since the date none of the most recently delivered audited financial statements transactions described in this Amendment violate, breach or cause a default under the Senior Subordinated Notes Indenture and the Loans and the other obligations of the Borrower Credit Parties under the Note Purchase Agreement as amended hereby and its Subsidiaries, no event or condition shall have occurred or exist which is reasonably likely to have a Material Adverse Effect. Each request for a Loan hereunder shall constitute a representation and warranty by the Borrower to the Agent and Lenders that all of the conditions specified in this subsection 4.3(a), have been and continue to be satisfied in all material respects as of the date of each such Loan (except the Borrower and its Subsidiaries shall only be required to confirm their representations and warranties on a quarterly basis in connection with the delivery of a Compliance Certificate). As of the date of each request for a Loan hereunder, the Borrower shall not have knowledge that that it is in violation of subsection 7.3 hereof. The Lenders hereby agree that the Borrower shall be permitted, from time to time, to supplement each of the Schedules provided to the Agent in connection with the execution and delivery of this Agreement and under the other Loan Documents with respect shall continue to any matter arising after the Closing Date which is not otherwise prohibited by the terms of this Agreement (or with respect to which the Agent has otherwise consented) constitute "Senior Indebtedness" and which is necessary in order to render the representations "Designated Senior Indebtedness" under and warranties of the Borrower and its Subsidiaries given as defined in the Loan Documents true and correct, provided that any such supplements shall not be required more than once every year and such Schedules shall be deemed automatically updated by information contained in each Compliance Certificate and all SEC filings without the need for any further action on the part of the Borrower or any SubsidiarySenior Subordinated Notes Indenture.

No Default; Representations and Warranties, etc. On the Closing Date The Credit Parties hereby represent, warrant, confirm and on the effective date of each Compliance Certificate submitted by the Borrower hereundercovenant that, after giving effect to this Amendment: (ia) the representations and warranties of the Borrower and its Subsidiaries Credit Parties contained in this Agreement and in each Article 7 of the other Loan Documents Credit Agreement are true and correct in all material respects (provided, that if any representation or warranty is by its terms qualified by concepts of materiality, such representation shall be true and correct in all material respects respects) on and as of such dates the Amendment Effective Date as if they had been made on such dates date (except to the extent that such representations and warranties expressly relate to an earlier date or are affected by the consummation date, in which case, such representations were true and correct as of transactions permitted under this Agreement and except that references to financial statements shall be deemed to refer to the most recent audited financial statements delivered to the Agent pursuant to Section 5.1(a) hereofsuch date); (iib) the Borrower shall be in compliance in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed on or prior to such dates; (iii) after giving effect to any Loans to be made on such dates, no Default or Event of Default shall have has occurred and be is continuing; (c) the execution, delivery and (iv) since the date of the most recently delivered audited financial statements of the Borrower and its Subsidiaries, no event or condition shall have occurred or exist which is reasonably likely to have a Material Adverse Effect. Each request for a Loan hereunder shall constitute a representation and warranty performance by the Borrower to the Agent and Lenders that all of the conditions specified in this subsection 4.3(a), have been and continue to be satisfied in all material respects as of the date of each such Loan (except the Borrower and its Subsidiaries shall only be required to confirm their representations and warranties on a quarterly basis in connection with the delivery of a Compliance Certificate). As of the date of each request for a Loan hereunder, the Borrower shall not have knowledge that that it is in violation of subsection 7.3 hereof. The Lenders hereby agree that the Borrower shall be permitted, from time to time, to supplement each of the Schedules provided to the Agent in connection with the execution and delivery Credit Parties of this Agreement and the other Loan Documents with respect to any matter arising after the Closing Date which is not otherwise prohibited Amendment has been duly authorized by the terms of this Agreement (or with respect to which the Agent has otherwise consented) and which is all necessary in order to render the representations and warranties of the Borrower and its Subsidiaries given in the Loan Documents true and correct, provided that any such supplements shall not be required more than once every year and such Schedules shall be deemed automatically updated by information contained in each Compliance Certificate and all SEC filings without the need for any further action on the part of the Borrower Credit Parties, (ii) has not violated, conflicted with or resulted in a default under and will not violate or conflict with or result in a default under any applicable law or regulation, any term or provision of the organizational documents of the Credit Parties or any Subsidiarymaterial indenture, agreement or other instrument binding on the Credit Parties or any of their assets and (iii) do not require any consent, waiver or approval of or by any Person which has not been obtained; and (d) this Amendment is the legal, valid and binding obligation of the Credit Parties, enforceable against the Credit Parties in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles. The Credit Parties acknowledge and agree that the inaccuracy in any material respect of any representation, warranty or acknowledgment made by any Credit Party in this Amendment, or the inaccuracy of any information delivered by any Credit Party pursuant hereto, shall constitute an immediate Event of Default under the Credit Agreement.

No Default; Representations and Warranties, etc. On the Closing Date The Borrower and on the effective date of each Compliance Certificate submitted by the Borrower hereunder: Subsidiary hereby confirms that, after giving effect to this Amendment, (ia) the representations and warranties of the Borrower and its Subsidiaries contained in this Article 6 of the Loan Agreement and in each of the other Loan Documents shall be are true and correct in all material respects on and as of such dates the date hereof as if they had been made on such dates date (except to the extent that such representations and warranties expressly relate to an earlier date or date, in which event such representations and warranties are affected by the consummation true and correct on and as of transactions permitted under this Agreement and except that references to financial statements shall be deemed to refer to the most recent audited financial statements delivered to the Agent pursuant to Section 5.1(a) hereofsuch earlier date); (iib) except for the Specified Defaults (as defined below), the Borrower shall be and its Subsidiaries are in compliance in all material respects with all of the terms and provisions set forth herein in the Loan Agreement on its their part to be observed or performed on or prior thereunder; and (c) except for the Specified Defaults and as otherwise previously disclosed to such dates; (iii) after giving effect to any Loans to be made on such datesthe Lender, no Default or Event of Default shall have has occurred and be is continuing; . For purposes of this Amendment, “Specified Defaults” means, collectively, (i) Specified Defaults (as such term is defined in the Fourth Amended Forbearance Agreement, dated as of October 30, 2007 (the “Forbearance Agreement”), by and among the Borrower, the Subsidiaries and the Lender) and (ivii) since any Event of Default resulting solely from the date of Borrower’s failure to make the most recently delivered audited financial statements of scheduled interest payment due on July 15, 2007 under the Borrower’s 10.875% Senior Secured Notes due 2011. The Borrower and its Subsidiaries, no event or condition shall have occurred or exist which is reasonably likely to have a Material Adverse Effect. Each request for a Loan hereunder shall constitute a representation each Subsidiary hereby ratify and warranty by the Borrower to the Agent and Lenders that confirm all of the terms and conditions specified in this subsection 4.3(a), have been and continue to be satisfied in all material respects as of the date of each such Loan (except the Borrower Forbearance Agreement, which remains in full force and its Subsidiaries shall only be required to confirm their representations and warranties on a quarterly basis in connection with the delivery of a Compliance Certificate). As of the date of each request for a Loan hereunder, the Borrower shall not have knowledge that that it is in violation of subsection 7.3 hereof. The Lenders hereby agree that the Borrower shall be permitted, from time to time, to supplement each of the Schedules provided to the Agent in connection with the execution and delivery of this Agreement and the other Loan Documents with respect to any matter arising after the Closing Date which is not otherwise prohibited by the terms of this Agreement (or with respect to which the Agent has otherwise consented) and which is necessary in order to render the representations and warranties of the Borrower and its Subsidiaries given in the Loan Documents true and correct, provided that any such supplements shall not be required more than once every year and such Schedules shall be deemed automatically updated by information contained in each Compliance Certificate and all SEC filings without the need for any further action on the part of the Borrower or any Subsidiaryeffect.

No Default; Representations and Warranties, etc. On the Closing Date (a) The Issuers represent and on the effective date of each Compliance Certificate submitted by the Borrower hereunder: (i) warrant that the representations and warranties of the Borrower and its Subsidiaries contained in this Agreement the Securities Purchase Agreements and in each of the other Loan Operative Documents shall be true and correct are in all material respects correct on and as of such dates the date hereof (after giving effect hereto) as if they had been made on such dates date (except to the extent that such representations and warranties expressly relate to an earlier date or are affected by the consummation as a result of transactions permitted under this Agreement and except the Securities Purchase Agreements), that references to financial statements shall be deemed to refer to the most recent audited financial statements delivered to the Agent pursuant to Section 5.1(a) hereof); (ii) the Borrower shall be in compliance in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed on or prior to such dates; (iii) after giving effect to any Loans to be made on such dates, no Default or Event of Default shall exists (other than those which have occurred been specifically waived pursuant to section 1 hereof) and that no condition exists which has resulted in, or could reasonably be continuing; and (iv) since the date of the most recently delivered audited financial statements of the Borrower and its Subsidiariesexpected to result in, no event or condition shall have occurred or exist which is reasonably likely to have a Material Adverse Effect. Change. (b) Each request for a Loan hereunder shall constitute a representation and warranty by the Borrower to the Agent and Lenders that all of the conditions specified in this subsection 4.3(a), have been Issuers ratifies and continue to be satisfied in all material respects as of confirms the date of each such Loan (except the Borrower Securities Purchase Agreements and its Subsidiaries shall only be required to confirm their representations and warranties on a quarterly basis in connection with the delivery of a Compliance Certificate). As of the date of each request for a Loan hereunder, the Borrower shall not have knowledge that that it is in violation of subsection 7.3 hereof. The Lenders hereby agree that the Borrower shall be permitted, from time to time, to supplement each of the Schedules provided other Operative Documents to which it is a party and agrees that, after giving effect to the Agent amendments, modifications and supplements effected hereby, each such agreement, document and instrument is in connection full force and effect, that its obligations thereunder and under this Fifth Amendment are its legal, valid and binding obligations enforceable against it in accordance with the execution terms thereof and delivery hereof and that it has no defense, whether legal or equitable, setoff or counterclaim to the payment and performance of this Agreement such obligations. (c) The Issuers agree that (i) if any default shall be made in the performance or observation of any covenant, agreement or condition contained herein or (ii) if any representation or warranty made by any Issuer herein or therein shall prove to have been false or incorrect on the date as of which made, the same shall constitute an Event of Default under the Securities Purchase Agreements and the other Loan Operative Documents with respect to and, in such event, you and each other holder of any matter arising after the Closing Date which is not otherwise prohibited by the terms of this Agreement (or with respect to which the Agent has otherwise consented) and which is necessary in order to render the representations and warranties of the Borrower Securities shall have all rights and its Subsidiaries given remedies provided by law and/or provided or referred to in the Loan Documents true Securities Purchase Agreements and correct, provided the other Operative Documents. The Issuers further agree that any such supplements shall not be required more than once every year and such Schedules shall be deemed automatically updated by information contained in each Compliance Certificate this Fifth Amendment is an Operative Document and all SEC filings without references thereto in the need for Securities Purchase Agreements and in any further action on the part other of the Borrower or any SubsidiaryOperative Documents shall include this Fifth Amendment.

No Default; Representations and Warranties, etc. On the Closing Date (a) The Issuers represent and on the effective date of each Compliance Certificate submitted by the Borrower hereunder: (i) warrant that the representations and warranties of the Borrower and its Subsidiaries contained in this Agreement the Securities Purchase Agreements and in each of the other Loan Operative Documents shall be true and correct are in all material respects correct on and as of such dates the date hereof (after giving effect hereto) as if they had been made on such dates date (except to the extent that such representations and warranties expressly relate to an earlier date or are affected by the consummation as a result of transactions permitted under this Agreement and except the Securities Purchase Agreements), that references to financial statements shall be deemed to refer to the most recent audited financial statements delivered to the Agent pursuant to Section 5.1(a) hereof); (ii) the Borrower shall be in compliance in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed on or prior to such dates; (iii) after giving effect to any Loans to be made on such dates, no Default or Event of Default shall exists (other than those which have occurred been specifically waived pursuant to section 2 hereof) and that no condition exists which has resulted in, or could reasonably be continuing; and (iv) since the date of the most recently delivered audited financial statements of the Borrower and its Subsidiariesexpected to result in, no event or condition shall have occurred or exist which is reasonably likely to have a Material Adverse EffectChange. Each request for a Loan hereunder shall constitute a representation and warranty by The Common Stock issuable upon exercise of the Borrower Warrants, including the new Warrants referred to in section 3(a)(iv) of this Second Amendment, is the only class of Voting Stock of the Holding Company. Since April 17, 1998, there has been no adjustment to the Agent Exercise Price (as defined in the Warrants), and Lenders that all since such date no event has occurred which has required such adjustment. (b) Each of the conditions specified in this subsection 4.3(a), have been Issuers ratifies and continue to be satisfied in all material respects as of confirms the date of each such Loan (except the Borrower Securities Purchase Agreements and its Subsidiaries shall only be required to confirm their representations and warranties on a quarterly basis in connection with the delivery of a Compliance Certificate). As of the date of each request for a Loan hereunder, the Borrower shall not have knowledge that that it is in violation of subsection 7.3 hereof. The Lenders hereby agree that the Borrower shall be permitted, from time to time, to supplement each of the Schedules provided other Operative Documents to which it is a party and agrees that, after giving effect to the Agent amendments, modifications and supplements effected hereby, each such agreement, document and instrument is in connection full force and effect, that its obligations thereunder and under this Second Amendment are its legal, valid and binding obligations enforceable against it in accordance with the execution terms thereof and delivery hereof and that it has no defense, whether legal or equitable, setoff or counterclaim to the payment and performance of this Agreement such obligations. (c) The Issuers agree that (i) if any default shall be made in the performance or observation of any covenant, agreement or condition contained herein or (ii) if any representation or warranty made by any Issuer herein or therein shall prove to have been false or incorrect on the date as of which made, the same shall constitute an Event of Default under the Securities Purchase Agreements and the other Loan Operative Documents with respect to and, in such event, you and each other holder of any matter arising after the Closing Date which is not otherwise prohibited by the terms of this Agreement (or with respect to which the Agent has otherwise consented) and which is necessary in order to render the representations and warranties of the Borrower Securities shall have all rights and its Subsidiaries given remedies provided by law and/or provided or referred to in the Loan Documents true Securities Purchase Agreements and correct, provided the other Operative Documents. The Issuers further agree that any such supplements shall not be required more than once every year and such Schedules shall be deemed automatically updated by information contained in each Compliance Certificate this Second Amendment is an Operative Document and all SEC filings without references thereto in the need for Securities Purchase Agreements and in any further action on the part other of the Borrower or any SubsidiaryOperative Documents shall include this Second Amendment.

No Default; Representations and Warranties, etc. On the Closing Date and on the effective date of each Compliance Certificate submitted by the Borrower hereunderThe Credit Parties hereby confirm that: (ia) the representations and warranties of the Borrower and its Subsidiaries Credit Parties contained in this Agreement and in each Article 4 of the other Loan Documents shall be Credit Agreement are true and correct in all material respects on and as of such dates the date hereof as if they had been made on such dates (except to the extent that such representations and warranties expressly relate to an earlier date or are affected by the consummation of transactions permitted under this Agreement and except that references to financial statements shall be deemed to refer to the most recent audited financial statements delivered to the Agent pursuant to Section 5.1(a) hereof)date; (iib) the Borrower shall be Credit Parties are in compliance in all material respects with all of the terms and provisions set forth herein in the Credit Agreement on its their part to be observed or performed on or prior to such datesthereunder; and (iiic) after giving effect to any Loans to be made on such datesthis Amendment, no Default or Event of Default Default, nor any event which with the giving of notice or expiration of any applicable grace period or both would constitute such an Event of Default, shall have occurred and be continuing; . Each of the Credit Parties represents and warrants to the Lenders, the Issuing Lender and the Administrative Agent, as to itself and each other Credit Party, that (i) no Credit Party is or shall be liable for the repayment of the Holding Company Notes as a borrower and guarantor nor does any Credit Party provide collateral to secure the repayment of the Holding Company Notes, (ii) the incurrence by the Holding Company of the Holding Company Notes pursuant to the Holding Company Notes Indenture does not violate, breach or cause a default under the Senior Subordinated Notes Indenture and (iviii) since the date none of the most recently delivered audited financial statements transactions described in this Amendment violate, breach or cause a default under the Senior Subordinated Notes Indenture and the Loans and the other obligations of the Borrower Credit Parties under the Credit Agreement as amended hereby and its Subsidiaries, no event or condition shall have occurred or exist which is reasonably likely to have a Material Adverse Effect. Each request for a Loan hereunder shall constitute a representation and warranty by the Borrower to the Agent and Lenders that all of the conditions specified in this subsection 4.3(a), have been and continue to be satisfied in all material respects as of the date of each such Loan (except the Borrower and its Subsidiaries shall only be required to confirm their representations and warranties on a quarterly basis in connection with the delivery of a Compliance Certificate). As of the date of each request for a Loan hereunder, the Borrower shall not have knowledge that that it is in violation of subsection 7.3 hereof. The Lenders hereby agree that the Borrower shall be permitted, from time to time, to supplement each of the Schedules provided to the Agent in connection with the execution and delivery of this Agreement and under the other Loan Documents with respect shall continue to any matter arising after the Closing Date which is not otherwise prohibited by the terms of this Agreement (or with respect to which the Agent has otherwise consented) constitute “Senior Indebtedness” and which is necessary in order to render the representations “Designated Senior Indebtedness” under and warranties of the Borrower and its Subsidiaries given as defined in the Loan Documents true and correct, provided that any such supplements shall not be required more than once every year and such Schedules shall be deemed automatically updated by information contained in each Compliance Certificate and all SEC filings without the need for any further action on the part of the Borrower or any SubsidiarySenior Subordinated Notes Indenture.