Common use of Reaffirmation by Borrower Clause in Contracts

Reaffirmation by Borrower. The Borrower acknowledges and agrees, and ------------------------- reaffirms, that it is legally, validly and enforceably indebted to the Lender under the Notes without defense, counterclaim or offset, and that it is legally, validly and enforceably liable to the Lender for all costs and expenses of collection and attorneys' fees related to or in any way arising out of this Agreement, the Credit Agreement, as amended hereby, the Notes and the other Loan Documents. The Borrower hereby restates and agrees to be bound by all covenants contained in the Credit Agreement, as amended hereby, and the other Loan Documents, and hereby reaffirms that all of the representations and warranties contained in the Credit Agreement, as amended hereby, remain true and correct in all material respects. The Borrower represents that except as set forth in the Credit Agreement, as amended hereby, there are not pending or to the Borrower's knowledge threatened, legal proceedings to which the Borrower or any of the Guarantors is a party, or which materially or adversely affect the transactions contemplated by this Agreement or the ability of the Borrower or any of the Guarantors to conduct its business. The Borrower acknowledges and represents that the resolutions of the Borrower dated on or about November 7, 1997 remain in full force and effect and have not been amended, modified, rescinded or otherwise abrogated.

Reaffirmation by Borrower. The Borrower acknowledges and agrees, and ------------------------- reaffirms, that it is legally, validly and enforceably indebted to the Lender Lenders under the Revolving Credit Notes, the A Term Notes, the B Term Notes and the Swing Line Note, without defense, counterclaim or offset, and that it is legally, validly and enforceably liable to the Lender Lenders for all costs and expenses of collection and attorneys' fees related to or in any way arising out of this Agreement, the Credit Agreement, as amended herebythe Revolving Credit Notes, the Notes A Term Notes, the B Term Notes, the Swing Line Note and the other Loan Documents. The Borrower hereby restates and agrees to be bound by all covenants contained in the Credit Agreement, as amended hereby, Agreement and the other Loan Documents, Documents and hereby reaffirms that all of the representations and warranties contained in the Credit Agreement, as amended hereby, Agreement remain true and correct in all material respects. The Borrower represents that except as set forth in the Credit Agreement, as amended hereby, there are not pending or to the Borrower's knowledge threatened, legal proceedings to which the Borrower or any of the Guarantors Guarantor is a party, or which that materially or adversely affect the transactions contemplated by this Agreement or the ability of the Borrower or any of the Guarantors Guarantor to conduct its business. The Borrower acknowledges and represents that the resolutions of the Borrower dated on or about November 7April 9, 1997 1996, remain in full force and effect and have not been amended, modified, rescinded or otherwise abrogated.

Reaffirmation by Borrower. The Borrower acknowledges and agrees, and ------------------------- reaffirms, that it is legally, validly and enforceably indebted to the Lender under the Notes Revolving Note without defense, counterclaim or offset, and that it is legally, validly and enforceably liable to the Lender for all costs and expenses of collection and attorneys' fees related to or in any way arising out of this Agreement, the Credit Agreement, as amended hereby, the Notes Revolving Note and the other Loan Documents. The Borrower hereby restates and agrees to be bound by all covenants contained in the Credit Agreement, as amended hereby, Agreement and the other Loan Documents, Documents and hereby reaffirms that all of the representations and warranties contained in the Credit Agreement, as amended hereby, Agreement remain true and correct in all material respects. respects except as disclosed in connection with the execution and delivery of the First Amendment Agreement dated December 14, 1994 (the "First Amendment Agreement"), The Borrower represents that except as set forth in the Credit Agreement and the First Amendment Agreement, as amended hereby, there are not pending or to the Borrower's knowledge threatened, legal proceedings to which the Borrower or any either of the Guarantors is a party, or which materially or adversely affect the transactions contemplated by this Agreement or the ability of the Borrower or any either of the Guarantors to conduct its business. The Borrower acknowledges and represents that the resolutions of the Borrower dated on or about November 7May 25, 1997 1994, remain in full force and effect and have not been amended, modified, rescinded or otherwise abrogated.

Reaffirmation by Borrower. The Borrower acknowledges and ------------------------- agrees, and ------------------------- reaffirms, that it is legally, validly and enforceably indebted to the Lender under the Notes Revolving Note without defense, counterclaim or offset, and that it is legally, validly and enforceably liable to the Lender for all costs and expenses of collection and attorneys' fees related to or in any way arising out of this Agreement, the Credit Agreement, as amended hereby, the Notes Revolving Note and the other Loan Documents. The Borrower hereby restates and agrees to be bound by all covenants contained in the Credit Agreement, as amended hereby, Agreement and the other Loan Documents, Documents and hereby reaffirms that all of the representations and warranties contained in the Credit Agreement, as amended hereby, Agreement remain true and correct in all material respectsrespects except as disclosed in connection with the execution and delivery of the First Amendment Agreement dated December 14, 1994 (the "First Amendment Agreement"). The Borrower represents that except as set forth in the Credit Agreement and the First Amendment Agreement, as amended hereby, there are not pending or to the Borrower's knowledge threatened, legal proceedings to which the Borrower or any either of the Guarantors is a party, or which materially or adversely affect the transactions contemplated by this Agreement or the ability of the Borrower or any either of the Guarantors to conduct its business. The Borrower acknowledges and represents that the resolutions of the Borrower dated on or about November 7May 25, 1997 1994, remain in full force and effect and have not been amended, modified, rescinded or otherwise abrogated.

Reaffirmation by Borrower. The Borrower acknowledges and agrees, ------------------------- and ------------------------- reaffirms, that it is legally, validly and enforceably indebted to the Lender under the Notes Revolving Note without defense, counterclaim or offset, and that it is legally, validly and enforceably liable to the Lender for all costs and expenses of collection and attorneys' fees related to or in any way arising out of this Agreement, the Credit Agreement, as amended hereby, the Notes Revolving Note and the other Loan Documents. The Borrower hereby restates and agrees to be bound by all covenants contained in the Credit Agreement, as amended hereby, Agreement and the other Loan Documents, Documents and hereby reaffirms that all of the representations and warranties contained in the Credit Agreement, as amended hereby, Agreement remain true and correct in all material respectsrespects except as disclosed in connection with the execution and delivery of the First Amendment Agreement dated December 14, 1994 (the "First Amendment Agreement"). The Borrower represents that except as set forth in the Credit Agreement and the First Amendment Agreement, as amended hereby, there are not pending or to the Borrower's knowledge threatened, legal proceedings to which the Borrower or any either of the Guarantors is a party, or which materially or adversely affect the transactions contemplated by this Agreement or the ability of the Borrower or any either of the Guarantors to conduct its business. The Borrower acknowledges and represents that the resolutions of the Borrower dated on or about November 7May 25, 1997 1994, remain in full force and effect and have not been amended, modified, rescinded or otherwise abrogated. 4.

Reaffirmation by Borrower. The Borrower acknowledges and agrees, and ------------------------- reaffirms, that it is legally, validly and enforceably indebted to the Lender under the Notes Revolving Note without defense, counterclaim or offset, and that it is legally, validly and enforceably liable to the Lender for all costs and expenses of collection and attorneys' fees related to or in any way arising out of this Agreement, the Credit Agreement, as amended hereby, the Notes Revolving Note and the other Loan Documents. The Borrower hereby restates and agrees to be bound by all covenants contained in the Credit Agreement, as amended hereby, Agreement and the other Loan Documents, Documents and hereby reaffirms that all of the representations and warranties contained in the Credit Agreement, as amended hereby, Agreement remain true and correct in all material respectsrespects except as disclosed in connection with the execution and delivery of the First Amendment Agreement dated December 14, 1994 (the "First Amendment Agreement"). The Borrower ------------------------- represents that except as set forth in the Credit Agreement and the First Amendment Agreement, as amended hereby, there ere are not pending or to the Borrower's knowledge threatened, legal proceedings to which the Borrower or any either of the Guarantors is a party, or which materially or adversely affect the transactions contemplated by this Agreement or the ability of the Borrower or any either of the Guarantors to conduct its business. The Borrower acknowledges and represents that the resolutions of the Borrower dated on or about November 7May 25, 1997 1994, remain in full force and effect and have not been amended, modified, rescinded or otherwise abrogated.