Common use of Ratifications Representations and Warranties Clause in Contracts

Ratifications Representations and Warranties. (a) The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Credit Agreement and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Credit Agreement are ratified and confirmed and shall continue in full force and effect. Borrower and the Banks agree that the Credit Agreement, as amended hereby, shall continue to be legal, valid, binding and enforceable in accordance with its terms. (b) To induce the Banks to enter into this Amendment, the Borrower ratifies and confirms each representation and warranty set forth in the Credit Agreement as if such representations and warranties were made on the even date herewith, and further represents and warrants (i) that there has occurred since the date of the last financial statements delivered to the Banks no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect, (ii) that no Event of Default exists on the date hereof, and (iii) that the Borrower is fully authorized to enter into this Amendment. THE BORROWER ACKNOWLEDGES THAT THE CREDIT AGREEMENT PROVIDES FOR A CREDIT FACILITY THAT IS COMPLETELY DISCRETIONARY ON THE PART OF THE BANKS AND THAT THE BANKS HAVE ABSOLUTELY NO DUTY OR OBLIGATION TO ADVANCE ANY REVOLVING LOAN OR TO ISSUE ANY LETTER OF CREDIT. THE BORROWER REPRESENTS AND WARRANTS TO THE BANKS THAT THE BORROWER IS AWARE OF THE RISKS ASSOCIATED WITH CONDUCTING BUSINESS UTILIZING AN UNCOMMITTED FACILITY.

Ratifications Representations and Warranties. (a) The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Credit Agreement and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Credit Agreement are ratified and confirmed and shall continue in full force and effect. Borrower and the Banks agree that the Credit Agreement, as amended hereby, shall continue to be legal, valid, binding and enforceable in accordance with its terms. (b) To induce the Banks to enter into this Amendment, the Borrower ratifies and confirms that each representation and warranty set forth in the Credit Agreement is true and correct in all material respects as if such representations and warranties were made on the even date herewithherewith (unless stated to relate solely to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date), in each case other than representations and warranties that are (x) subject to a materiality qualifier, in which case such representations and warranties shall be (or shall have been) true and correct and (y) modified by the updated disclosure schedules attached hereto, in which case such representations and warranties shall be true and correct as modified, and further represents and warrants (i) that there has occurred since the date of the last financial statements delivered to the Banks no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect, (ii) that no Event of Default exists on the date hereofboth before and after giving effect to this Amendment, and (iii) that the Borrower is fully authorized to enter into this Amendment. THE BORROWER ACKNOWLEDGES THAT THE CREDIT AGREEMENT PROVIDES FOR A CREDIT FACILITY THAT IS COMPLETELY DISCRETIONARY ON THE PART OF THE BANKS AND THAT THE BANKS HAVE ABSOLUTELY NO DUTY OR OBLIGATION TO ADVANCE ANY REVOLVING LOAN OR TO ISSUE ANY LETTER OF CREDIT. THE BORROWER REPRESENTS AND WARRANTS TO THE BANKS THAT THE BORROWER IS AWARE OF THE RISKS ASSOCIATED WITH CONDUCTING BUSINESS UTILIZING AN UNCOMMITTED FACILITY.

Ratifications Representations and Warranties. (a) 6.1. The terms and provisions set forth in this Amendment Limited Waiver shall modify and supersede all inconsistent terms and provisions set forth in the Credit Loan Agreement and, except as expressly modified and superseded by set forth in this AmendmentLimited Waiver, the terms and provisions of the Credit Loan Agreement and each of the other Loan Documents are ratified and confirmed and shall continue in full force and effect. Borrower and the Banks The Parties hereto agree that the Credit Agreement, as amended hereby, Loan Agreement shall continue to be legal, valid, binding and enforceable in accordance with its terms. 6.2. The Borrower and the Borrower Affiliates hereby represent and warrant to the Lender as follows: (a) the execution, delivery and performance of this Limited Waiver and any and all other agreements executed and/or delivered in connection herewith or therewith have been authorized by all requisite action on the part of the Borrower and the Borrower Affiliates and will not violate (i) the Limited Liability Company Agreement of the Borrower; (ii) the articles of incorporation or bylaws of either of the Borrower Affiliates; or (iii) the operating agreement of any managing member of the Borrower. (b) To induce the Banks to enter into this Amendment, the Borrower ratifies and confirms each representation and warranty set forth in the Credit Agreement as if such representations and warranties were contained in this Limited Waiver, the Loan Agreement and the Loan Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date, except to the even date herewithextent that breaches thereof are temporarily waived for the period of time specified by this Limited Waiver; (c) no Default or Event of Default under the Loan Agreement or the Loan Documents have occurred or are continuing, and further represents and warrants other than the Specified Interest Payment Default, unless such Default or Event of Default has been specifically waived in writing by the Lender; (d) the consummation of the transactions contemplated hereby will not (i) that there has occurred since the date violate any provision of the last financial statements delivered to organizational documents or governing instruments of the Banks no event Borrower or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effecteither of the Borrower Affiliates, (ii) violate any judgment, order, ruling, injunction, decree or award of any court, administrative agency or governmental body against, or binding upon, the Borrower or either of the Borrower Affiliates, or (iii) constitute a violation by the Borrower or the Borrower Affiliates of any law or regulation of any jurisdiction applicable to the Borrower or the Borrower Affiliates; (e) this Limited Waiver was reviewed by the Borrower and the Borrower Affiliates, who acknowledge and agree that no Event the Borrower and the Borrower Affiliates (i) understand fully the terms of Default exists on this Limited Waiver and the date consequences of the issuance hereof, (ii) have been afforded an opportunity to have this Limited Waiver reviewed by, and to discuss this Limited Waiver with, such attorneys and other persons as the Borrower or the Borrower Affiliates may wish, and (iii) that the Borrower is fully authorized to enter have entered into this Amendment. THE BORROWER ACKNOWLEDGES THAT THE CREDIT AGREEMENT PROVIDES FOR A CREDIT FACILITY THAT IS COMPLETELY DISCRETIONARY ON THE PART OF THE BANKS AND THAT THE BANKS HAVE ABSOLUTELY NO DUTY OR OBLIGATION TO ADVANCE ANY REVOLVING LOAN OR TO ISSUE ANY LETTER OF CREDIT. THE BORROWER REPRESENTS AND WARRANTS TO THE BANKS THAT THE BORROWER IS AWARE OF THE RISKS ASSOCIATED WITH CONDUCTING BUSINESS UTILIZING AN UNCOMMITTED FACILITY.Limited Waiver of their own free will and accord and without threat or duress; (f) this Limited Waiver and all information furnished to the Lender are made and furnished in good faith, for value and valuable consideration; and this Limited Waiver has not been made or induced by any fraud, duress or undue influence exercised by the Lender, or any other person; and

Ratifications Representations and Warranties. (a) The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Credit Agreement and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Credit Agreement are ratified and confirmed and shall continue in full force and effect. The Borrower and the Banks agree that the Credit AgreementAgreement and the Loan Documents, as amended hereby, shall continue to be legal, valid, binding and enforceable in accordance with its their respective terms. (b) To induce the Banks to enter into this Amendment, the Borrower ratifies and confirms each representation and warranty set forth in the Credit Agreement as if such representations and warranties were made on the even date herewith, and further represents and warrants (i) that there has occurred since the date of the last financial statements delivered to the Banks no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect, (ii) that no Event of Default exists on the date hereof, and (iii) that the Borrower is fully authorized to enter into this Amendment. THE BORROWER ACKNOWLEDGES THAT THE CREDIT AGREEMENT PROVIDES FOR A CREDIT FACILITY THAT IS COMPLETELY DISCRETIONARY ON THE PART OF THE BANKS AND THAT THE BANKS HAVE ABSOLUTELY NO DUTY OR OBLIGATION TO ADVANCE ANY REVOLVING LOAN OR TO ISSUE ANY LETTER OF CREDIT. THE BORROWER REPRESENTS AND WARRANTS TO THE BANKS THAT THE BORROWER IS AWARE OF THE RISKS ASSOCIATED WITH CONDUCTING BUSINESS UTILIZING AN UNCOMMITTED FACILITY.

Ratifications Representations and Warranties. (a) The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Credit Agreement and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Credit Agreement are ratified and confirmed and shall continue in full force and effect. Borrower and the Banks agree that the Credit Agreement, as amended hereby, shall continue to be legal, valid, binding and enforceable in accordance with its terms. (b) To induce the Banks to enter into this Amendment, the Borrower ratifies and confirms that each representation and warranty set forth in the Credit Agreement is true and correct in all material respects as if such representations and warranties were made on the even date herewithherewith (unless stated to relate solely to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date), in each case other than representations and warranties that are (x) subject to 4th Amendment to 3rd A&R Credit Agreement - Enserco 5 011038.0122\565114 a materiality qualifier, in which case such representations and warranties shall be (or shall have been) true and correct and (y) modified by the updated disclosure schedules attached hereto, in which case such representations and warranties shall be true and correct as modified, and further represents and warrants (i) that there has occurred since the date of the last financial statements delivered to the Banks no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect, (ii) that no Event of Default exists on the date hereofboth before and after giving effect to this Amendment, and (iii) that the Borrower is fully authorized to enter into this Amendment. THE BORROWER ACKNOWLEDGES THAT THE CREDIT AGREEMENT PROVIDES FOR A CREDIT FACILITY THAT IS COMPLETELY DISCRETIONARY ON THE PART OF THE BANKS AND THAT THE BANKS HAVE ABSOLUTELY NO DUTY OR OBLIGATION TO ADVANCE ANY REVOLVING LOAN OR TO ISSUE ANY LETTER OF CREDIT. THE BORROWER REPRESENTS AND WARRANTS TO THE BANKS THAT THE BORROWER IS AWARE OF THE RISKS ASSOCIATED WITH CONDUCTING BUSINESS UTILIZING AN UNCOMMITTED FACILITY.

Ratifications Representations and Warranties. (a) CONSENT TO SENIOR LOAN AMENDMENT; COVENANT TO ISSUE PIK NOTES. 4.1. The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Credit Original Agreement and the Other Agreements and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Credit Original Agreement and the Other Agreements are ratified and confirmed and shall continue in full force and effect. Borrower The Company, Parent and the Banks Purchaser agree that the Credit AgreementOriginal Agreement and the Other Agreements, as amended hereby, shall continue to be legal, valid, binding and enforceable in accordance with its their respective terms. 4.2. The Company hereby represents and warrants to Purchaser that (a) the execution, delivery and performance of this Amendment and any and all other agreements executed and/or delivered in connection herewith have been authorized by all requisite corporate action on the part of the Company and will not violate the Articles of Incorporation or Bylaws of the Company; (b) To induce the Banks to enter into this Amendment, the Borrower ratifies and confirms each representation and warranty set forth in the Credit Agreement as if such representations and warranties were contained in Sections 4.1 through 4.10 of the Priority Note Purchase Agreement (as if the reference to Purchase Documents therein refers to Purchase Documents as defined in the Note Agreement, as amended hereby) are true and correct on and as of the date hereof as though made on and as of such date; (c) no Potential Default or Event of Default under the even date herewithOriginal Agreement, as amended hereby, has occurred and is continuing, unless such Potential Default or Event of Default has been specifically waived in writing by Purchaser; (d) the Company is in full compliance with all covenants and agreements contained in the Original Agreement, as amended hereby, and further represents and warrants the Other Agreements, as amended; except if (i) that there the failure to comply has occurred since the date of the last financial statements delivered been disclosed to the Banks no event Purchaser in writing or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect, (ii) that no Event of Default exists on the date hereofPurchaser has actual knowledge thereof, and (iiie) that the Borrower is fully authorized Company has not amended its Articles of Incorporation or its Bylaws since August 19, 1997, except for such amendments, if any, as are attached to enter into the Company General Certificate. The foregoing representations and warranties shall survive the execution and delivery of this Amendment. THE BORROWER ACKNOWLEDGES THAT THE CREDIT AGREEMENT PROVIDES FOR A CREDIT FACILITY THAT IS COMPLETELY DISCRETIONARY ON THE PART OF THE BANKS AND THAT THE BANKS HAVE ABSOLUTELY NO DUTY OR OBLIGATION TO ADVANCE ANY REVOLVING LOAN OR TO ISSUE ANY LETTER OF CREDIT. THE BORROWER REPRESENTS AND WARRANTS TO THE BANKS THAT THE BORROWER IS AWARE OF THE RISKS ASSOCIATED WITH CONDUCTING BUSINESS UTILIZING AN UNCOMMITTED FACILITY.

Ratifications Representations and Warranties. (a) 5.1. The terms and provisions set forth in this Amendment Second Waiver Agreement shall modify and supersede all inconsistent terms and provisions set forth in the Credit Agreement and, except as expressly modified and superseded by set forth in this AmendmentSecond Waiver Agreement, the terms and provisions of the Credit Agreement are ratified and confirmed and shall continue in full force and effect. Borrower and the Banks The parties hereto agree that the Credit Agreement, as amended hereby, Agreement shall continue to be legal, valid, binding and enforceable in accordance with its terms. 5.2. Homeland and Parent hereby represent and warrant to Lenders and the Agent that (a) the execution, delivery and performance of this Second Waiver Agreement and any and all other agreements executed and/or delivered in connection herewith or therewith have been authorized by all requisite corporate action on the part of Homeland and Parent and will not violate the Certificates of Incorporation or Bylaws of Homeland or Parent; (b) To induce the Banks to enter into this Amendment, the Borrower ratifies and confirms each representation and warranty set forth in the Credit Agreement as if such representations and warranties were contained in the Agreement are true and correct on and as of the date hereof as though made on and as of such date, except to the even date herewith, and further represents and warrants extent that breaches thereof are specifically waived by this Second Waiver Agreement; (ic) that there no Default or Event of Default under the Agreement has occurred and is continuing, unless such Default or Event of Default has been specifically waived in writing by the Required Lenders; (d) Homeland and Parent are in full compliance with all covenants and agreements contained in the Agreement, other than those covenants and agreements expressly waived in this Second Waiver Agreement; (e) neither Homeland nor Parent has paid any CD&R Fee since November 30, 1995; (f) $5,000,000 of the Note Net Proceeds (as defined in the Indenture) from the AWG Sale were reinvested, or committed to be reinvested, in Capital Expenditures within 180 days of the closing date of the last financial statements delivered AWG Sale; and (g) Homeland s 1995 year-end results will not deviate substantially from the projections for such period presented to the Banks no event or circumstance that has resulted or could reasonably be expected Lenders at the time the First Waiver Agreement was requested pursuant to result in a Material Adverse EffectHomeland s letter to the Lenders dated December 28, (ii) that no Event of Default exists on the date hereof, and (iii) that the Borrower is fully authorized to enter into this Amendment. THE BORROWER ACKNOWLEDGES THAT THE CREDIT AGREEMENT PROVIDES FOR A CREDIT FACILITY THAT IS COMPLETELY DISCRETIONARY ON THE PART OF THE BANKS AND THAT THE BANKS HAVE ABSOLUTELY NO DUTY OR OBLIGATION TO ADVANCE ANY REVOLVING LOAN OR TO ISSUE ANY LETTER OF CREDIT. THE BORROWER REPRESENTS AND WARRANTS TO THE BANKS THAT THE BORROWER IS AWARE OF THE RISKS ASSOCIATED WITH CONDUCTING BUSINESS UTILIZING AN UNCOMMITTED FACILITY1995.

Ratifications Representations and Warranties. (a) The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Credit Existing Loan Agreement and the other Loan Documents, and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Credit Existing Loan Agreement and the other Loan Documents are ratified and confirmed and shall continue in full force and effect. Borrower Each Obligor, the Agent and the Banks Lenders agree that the Credit Agreement, as amended hereby, Loan Agreement and each of the other Loan Documents shall continue to be a legal, valid, binding and enforceable in accordance with its termsobligation of such applicable Person, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally. (b) To induce Each Obligor hereby represents and warrants to the Banks Agent and the Lenders that (a) as of the date hereof, the execution, delivery and performance of this Amendment have been authorized by all necessary corporate or limited liability company action on the part of such Obligor and do not violate the Organic Documents of such Obligor; (b) the representations and warranties contained herein are true and correct as of the date hereof and, after giving effect to enter into this Amendment, the Borrower ratifies and confirms each representation and warranty set forth in the Credit Agreement as if such representations and warranties were made contained in the Loan Agreement and the other Loan Documents are true and correct in all material respects on the even date herewith, and further represents and warrants (i) that there has occurred since as of the date of the last financial statements delivered hereof (unless such representation or warranty is qualified as to the Banks no event materiality or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects, and/or (ii) that limited to an earlier date, in which case such representation or warrant shall remain true and correct in all respects or in all material respects, as applicable, as of such earlier date); (c) after giving effect to this Amendment, no Default or Event of Default exists on the date hereof, has occurred and is continuing; and (iiid) that no Obligor has amended its Organic Documents since the Borrower is fully authorized Closing Date other than such amendments which have been delivered to enter into this Amendment. THE BORROWER ACKNOWLEDGES THAT THE CREDIT AGREEMENT PROVIDES FOR A CREDIT FACILITY THAT IS COMPLETELY DISCRETIONARY ON THE PART OF THE BANKS AND THAT THE BANKS HAVE ABSOLUTELY NO DUTY OR OBLIGATION TO ADVANCE ANY REVOLVING LOAN OR TO ISSUE ANY LETTER OF CREDIT. THE BORROWER REPRESENTS AND WARRANTS TO THE BANKS THAT THE BORROWER IS AWARE OF THE RISKS ASSOCIATED WITH CONDUCTING BUSINESS UTILIZING AN UNCOMMITTED FACILITYAgent and Lenders or are being so delivered concurrently herewith.