Common use of Reaffirmation by the Borrowers Clause in Contracts

Reaffirmation by the Borrowers. Each of the Borrowers acknowledges, agrees, and reaffirms, both prior to and after taking into account this Amendment, that each is legally, validly, and enforceably indebted to the Banks under the Notes without defense, counterclaim, or offset, and that each is legally, validly, and enforceably liable to the Banks for all costs and expenses of collection and reasonable attorneys' fees as and to the extent provided in this Amendment, the Credit Agreement, the Notes, and the other Facility Documents. Each of the Borrowers hereby restates and agrees to be bound by all covenants contained in the Credit Agreement and the other Facility Documents and hereby reaffirms that all of the representations and warranties contained in the Credit Agreement and the other Facility Documents remain true and correct in all material respects with the exception that the representations and warranties regarding the financial statements described therein are deemed true as of the date made. Each of the Borrowers represents that, except as set forth in the Credit Agreement and the other Facility Documents, there are neither pending, nor to each Borrower's knowledge, threatened, legal proceedings to which any of the Borrowers is a party that materially or adversely affect the transactions contemplated by this Amendment or the ability of any of the Borrowers to conduct its business on a consolidated basis. Cannondale and Cannondale Europe B.V. each acknowledge and represent that the resolutions of each dated January 6, 1999, in the case of Cannondale, and January 19, 1999, and January 21, 1999, in the case of Cannondale Europe B.V., remain in full force and effect and have not been amended, modified, rescinded, or otherwise abrogated.

Reaffirmation by the Borrowers. Each of the Borrowers acknowledges, agrees, and reaffirms, both prior to and after taking into account this Amendment, that each is legally, validly, and enforceably indebted to the Banks under the Notes without defense, counterclaim, or offset, and that each is legally, validly, and enforceably liable to the Banks for all costs and expenses of collection and reasonable attorneys' fees as and to the extent provided in this Amendment, the Credit Agreement, the Notes, and the other Facility Documents. Each of the Borrowers hereby restates and agrees to be bound by all covenants contained in the Credit Agreement and the other Facility Documents and hereby reaffirms that all of the representations and warranties contained in the Credit Agreement and the other Facility Documents remain true and correct in all material respects with the exception that the representations and warranties regarding the financial statements described therein are deemed true as of the date made. Each of the Borrowers represents that, that except as set forth in the Credit Agreement and the other Facility Documents, there are neither pending, nor to each Borrower's knowledge, threatened, legal proceedings to which any of the Borrowers is a party that materially or adversely affect the transactions contemplated by this Amendment or the ability of any of the Borrowers to conduct its business on a consolidated basis. Cannondale and Cannondale Europe B.V. each acknowledge and 3 3 represent that the resolutions of each dated January 6May 28, 1999, in the case of Cannondale1997, and January 19June 9, 19991997, and January 21, 1999, in the case of Cannondale Europe B.V.respectively, remain in full force and effect and have not been amended, modified, rescinded, or otherwise abrogated.

Reaffirmation by the Borrowers. Each of the The Borrowers acknowledges, agrees, and reaffirms, both prior to and after taking into account this Amendment, acknowledge that each is legally, validly, validly and enforceably jointly and severally indebted to the Banks Lender under the Notes Notes, and each of TLX and ISE is legally, validly and enforceably jointly and severally indebted to the Lender under the Reimbursement Agreement, without defense, counterclaim, counterclaim or offset, and that each each, as the case may be, is legally, validly, validly and enforceably liable to the Banks Lender for all costs and expenses of collection and reasonable attorneys' fees as and related to or in any way arising out of this Agreement, the extent provided in this AmendmentNotes, the Credit Agreement, the Notes, Reimbursement Agreement and the other Facility Loan Documents. Each of the The Borrowers hereby restates restate and agrees agree to be bound by all covenants contained in the Credit Agreement, the Reimbursement Agreement and the other Facility Loan Documents and hereby reaffirms reaffirm that all of the representations and warranties contained in the Credit Agreement, the Reimbursement Agreement and the other Facility Loan Documents remain true and correct in all material respects with the exception that the representations and warranties regarding the financial statements described therein are deemed true as of the date made. Each of the The Borrowers represents that, represent that except as set forth in the Credit Agreement, the Reimbursement Agreement and the other Facility Loan Documents, there are neither no pending, nor or to each Borrower's knowledge, knowledge threatened, legal proceedings to which any of the Borrowers or any of the Guarantors is a party that which materially or and adversely affect the transactions contemplated by this Amendment Agreement or the ability of the Borrowers or any of the Borrowers Guarantors to conduct its business on a consolidated basis. Cannondale The Borrowers and Cannondale Europe B.V. each the Guarantors acknowledge and represent that the resolutions of each dated January 6July 27, 1995 (except for resolutions of Trans-Lux Midwest Corporation which are dated February 13, 1997) and the resolutions of TLX and ISE dated May 27, 1999, in the case of Cannondale, and January 19, 1999, and January 21, 1999, in the case of Cannondale Europe B.V., remain in full force and effect and have not been modified, amended, modified, rescinded, rescinded or otherwise abrogated.

Reaffirmation by the Borrowers. Each of the The Borrowers acknowledges, agrees, and reaffirms, both prior to and after taking into account this Amendment, acknowledge that each is legally, validly, validly and enforceably jointly and severally indebted to the Banks Lender under the Notes Notes, without defense, counterclaim, counterclaim or offset, and that each is legally, validly, validly and enforceably liable to the Banks Lender for all costs and expenses of collection and reasonable attorneys' fees as and related to the extent provided or in any way arising out of this Amendment, the Credit Agreement, the Notes, the Credit Agreement and the other Facility Loan Documents. Each of the The Borrowers hereby restates restate and agrees agree to be bound by all covenants contained in the Credit Agreement and the other Facility Loan Documents and hereby reaffirms reaffirm that all of the representations and warranties contained in the Credit Agreement and the other Facility Loan Documents remain true and correct in all material respects with the exception that the representations and warranties regarding the financial statements described therein are deemed true as of the date made. Each of the The Borrowers represents that, represent that except as set forth in the Credit Agreement and the other Facility Loan Documents, there are neither no pending, nor or to each Borrower's knowledge, knowledge threatened, legal proceedings to which any of the Borrowers or any of the Guarantors is a party that which materially or and adversely affect the transactions contemplated by this Amendment Agreement or the ability of the Borrowers or any of the Borrowers Guarantors to conduct its business on a consolidated basisbusiness. Cannondale The Borrowers and Cannondale Europe B.V. each Guarantors acknowledge and represent that the resolutions of each dated January 6July 27, 19991995 (except for resolutions of Trans-Lux Midwest Corporation which are dated February 13, in the case of Cannondale, and January 19, 1999, and January 21, 1999, in the case of Cannondale Europe B.V.1997), remain in full force and effect and have not been modified, amended, modified, rescinded, rescinded or otherwise abrogated.

Reaffirmation by the Borrowers. Each of the Borrowers acknowledges, acknowledges and agrees, and reaffirms, both prior to and after taking into account this Amendment, that each is legally, validly, validly and enforceably indebted to the Existing Banks and the New Banks under the Notes without defense, counterclaim, counterclaim or offset, and that each is legally, validly, validly and enforceably liable to the Existing Banks and the New Banks for all costs and expenses of collection and reasonable attorneys' fees as and to the extent provided in this Amendment, the Credit Agreement, the Notes, Notes and the other Facility Documents. Each of the Borrowers hereby restates and agrees to be bound by all covenants contained in the Credit Agreement and the other Facility Documents Documents, as amended hereby, and hereby reaffirms that all of the representations and warranties contained in the Credit Agreement and the other Facility Documents Documents, as amended, remain true and correct in all material respects with the exception that the representations and warranties regarding the financial statements described therein are deemed true as of the date made. Each of the Borrowers represents that, that except as set forth in the Credit Agreement and the other Facility Documents, there are neither not pending, nor to each Borrower's knowledge, knowledge threatened, legal proceedings to which any of the Borrowers is a party that party, which materially or adversely affect the transactions contemplated by this Amendment or the ability of any of the Borrowers to conduct its business on a consolidated basis. Cannondale Corporation and Cannondale Europe B.V. each acknowledge and represent that the resolutions of each dated January 6May 28, 1999, in the case of Cannondale1997, and January 19June 9, 19991997, and January 21, 1999, in the case of Cannondale Europe B.V.respectively, remain in full force and effect and have not been amended, modified, rescinded, rescinded or otherwise abrogated.