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

Representations and Warranties; No Default. The representations and warranties contained in paragraph 8 shall be true on and as of such Closing Day, except to the extent of changes caused by the transactions herein contemplated; there shall exist on such Closing Day no Event of Default or Default; and the Company shall have delivered to such Purchaser an Officer's Certificate, dated such Closing Day, to both such effects.

Representations and Warranties; No Default. The representations and warranties contained in paragraph 8 hereof shall be true on and as of such the applicable Closing Day, except to the extent of changes caused by the transactions herein contemplated; there shall exist on such the applicable Closing Day no Event of Default or Default; and the Company shall have delivered to such each Purchaser an Officer's Certificate, dated such the applicable Closing Day, to both such effects.

Representations and Warranties; No Default. The representations and warranties contained in paragraph 8 shall be true in all material respects on and as of such Closing Day, except to the extent of changes caused by the transactions herein contemplated; there shall exist on such Closing Day no Event of Default or Default; and the Company shall have delivered to such Purchaser an Officer's Certificate, dated such Closing Day, to both such effects.

Representations and Warranties; No Default. The representations and warranties contained in paragraph 8 shall be true on and as of such Closing Day, except to the extent date of changes caused by the transactions herein contemplatedclosing; there shall exist on such Closing Day the date of closing no Event of Default or Default; and the Company shall have delivered to such Purchaser you an Officer's Certificate, dated such Closing Daythe date of closing, to both such effects.

Representations and Warranties; No Default. The representations and warranties contained in paragraph 8 shall be true on and as of such Closing Day, except to the extent of changes caused by the transactions herein contemplatedcontemplated and for any Closing Day after the Series A Closing Day changes since the date of this Agreement which are disclosed in writing to Prudential and to which Prudential shall have consented in writing; there shall exist on such Closing Day no Event of Default or Default; and the Company shall have delivered to such Purchaser an Officer's Certificate, dated such Closing Day, to both such effects.

Representations and Warranties; No Default. The representations and warranties contained in paragraph 8 shall be true on and as of such Closing Day, except to the extent of changes caused by the transactions herein contemplated; there shall exist on such Closing Day no Event of Default or DefaultDefault and no Default or Event of Default would result from the issuance of the Notes to be purchased on such Closing Day; and the Company shall have delivered to such Purchaser an Officer's Certificate, dated such Closing Day, to both such effects.

Representations and Warranties; No Default. The representations and warranties of the Company contained in paragraph 8 hereof shall be true on and as of such Closing Day, except to the extent of changes caused by the transactions herein contemplated; there shall exist on such Closing Day no Event of Default or Default; and the Company shall have delivered to such Purchaser an Officer's Certificate, dated such Closing Day, to both such effects.

Representations and Warranties; No Default. The representations and warranties contained in paragraph 8 shall be true on and as of such Closing Day, except to the extent of changes caused by the transactions herein contemplated; there shall exist on such Closing Day no Event of Default or Default and the funding of the Notes on such Closing Day would not reasonably likely give rise to a Default or Event of Default; and the Company shall have delivered to such Purchaser an Officer's Certificate, dated such Closing Day, to both such effects.

Representations and Warranties; No Default. The representations and warranties contained in paragraph 8 shall be true on and as of such the applicable Closing Day, except to the extent of changes caused by the transactions herein contemplated; there shall exist on such Closing Day no Event of Default or Default; and the Company shall have delivered to such Purchaser an Officer's Certificate, dated such the applicable Closing Day, to both such effects.

Representations and Warranties; No Default. The representations and warranties contained in paragraph 8 shall be true on and as of such Shelf Closing Day, except to the extent of changes caused by the transactions herein contemplated; there shall exist on such Shelf Closing Day no Event of Default or Default; and the Company shall have delivered to such Purchaser an Officer's Certificate, dated such Shelf Closing Day, to both such effects.

Representations and Warranties; No Default. The representations and warranties contained in paragraph paragraphs 8 and 9 shall be true on and as of such Closing Day, except to the extent of changes caused by the transactions herein contemplated; there shall exist on such Closing Day no Event of Default or Default; and the Company shall have delivered to such Purchaser an Officer's Certificate, dated such Closing Day, to both such effects.

Representations and Warranties; No Default. The representations and warranties contained in paragraph 8 shall be true on and as of such Closing Day, except to the extent of changes caused by the transactions herein contemplated; there shall exist on such Closing Day no Event of Default or Default; and the Company shall have delivered to such Purchaser an Officer's ’s Certificate, dated such Closing Day, to both such effects.

Representations and Warranties; No Default. The representations and warranties contained in paragraph 8 hereof and in the other Loan Documents shall be true on and as of such Closing Day, except to the extent of changes caused by the transactions herein contemplated; there shall exist on such Closing Day no Event of Default or Default; and the Company shall have delivered to such Purchaser an Officer's Certificate, dated such Closing Day, to both such effects.

Representations and Warranties; No Default. The representations and warranties contained in paragraph 8 shall be true on and as of such Closing Day, except to the extent of changes caused by the transactions herein contemplatedcontemplated and for any Closing Day after the Initial Closing Day changes since the date of this Agreement which are disclosed in writing to Prudential and to which Prudential shall have consented in writing; there shall exist on such Closing Day no Event of Default or Default; and the Company shall have delivered to such Purchaser an Officer's Certificate, dated such Closing Day, to both such effects.

Representations and Warranties; No Default. The representations and warranties contained in paragraph 8 shall be true on and as of such Closing Day, except to the extent of changes caused by the transactions herein contemplatedcontemplated and for any Closing Day after the Amendment Closing Day changes since the date of this Agreement which are disclosed in writing to Prudential and to which Prudential shall have consented in writing; there shall exist on such Closing Day no Event of Default or Default; and the Company shall have delivered to such Purchaser an Officer's Certificate, dated such Closing Day, to both such effects.

Representations and Warranties; No Default. The representations representa- tions and warranties contained in paragraph 8 shall be true on and as of such Closing Day, except to the extent of changes caused by the transactions herein contemplated; there shall exist on such Closing Day no Event of Default or Default; and the each Company shall have delivered to such Purchaser an Officer's Certificate, dated such Closing Day, to both such effects.

Representations and Warranties; No Default. The representations and warranties contained in paragraph 8 hereof shall be true on and as of such the applicable Closing Day, except to the extent of changes caused by the transactions herein contemplated; there shall exist on such the applicable Closing Day no Event of Default or Default; and the Company shall have delivered to such each Purchaser an Officer's CertificateCertificate in substantially the form of Exhibit E attached hereto, dated such the applicable Closing Day, to both such effects.

Representations and Warranties; No Default. The representations and warranties contained in paragraph 8 shall be true on and as of such the applicable Closing Day, except to the extent of changes caused by the transactions herein contemplated; there shall exist on such the applicable Closing Day no Default or Event of Default or Default(assuming, if no Note is outstanding on such Closing Day, that paragraph 6 hereof is then in effect); and the Company shall have delivered to such each Purchaser an Officer's Certificate, dated such the applicable Closing Day, to both such effects.

Representations and Warranties; No Default. The representations and warranties contained in paragraph 8 shall be true in all material respects on and as of such Closing DayDate, except to the extent of changes caused by the transactions herein contemplated; there shall exist on such Closing Day no Event of Default or DefaultDefault shall exist on the Closing Date; and the Company shall have delivered to such Purchaser Sanifill an Officer's Certificate, dated such the Closing DayDate, to both such effects.

Representations and Warranties; No Default. The representations and warranties contained in paragraph 8 shall be true on and as of such the Closing Day, except to the extent of changes caused by the transactions herein contemplated; there shall exist on such the Closing Day no Event of Default or Default; and the Company shall have delivered to such Purchaser an Officer's Certificate, dated such the Closing Day, to both such effects.

Representations and Warranties; No Default. The representations and warranties contained in paragraph 8 10 shall be true on and as of such Closing Day, except to the extent of changes caused by the transactions herein contemplated; there shall exist on such Closing Day no Event of Default or Default; and the Company shall have delivered to such Purchaser an Officer's Certificate, dated such Closing Day, to both such effects.

Representations and Warranties; No Default. The representations and warranties contained in paragraph 8 shall be true on and as of such Closing Day, except to the extent of changes caused by the transactions herein contemplatedcontemplated and for any Closing Day after the Exchange Closing Day changes since the date of this Agreement which are disclosed in writing to Prudential and to which Prudential shall have consented in writing; there shall exist on such Closing Day no Event of Default or Default; and the Company shall have delivered to such Purchaser an Officer's ’s Certificate, dated such Closing Day, to both such effects.

Representations and Warranties; No Default. The representations and warranties contained in paragraph 8 shall be true on and as of such Closing Day, except to the extent Date of changes caused by the transactions herein contemplatedClosing; there shall exist on such the Date of the Closing Day no Event of Default or Default; and the Company shall have delivered to such Purchaser each of you an Officer's Certificate, dated such Closing Daythe Date of the Closing, to both such effects.

Representations and Warranties; No Default. The representations and warranties contained in paragraph 8 shall be true on and as of such Closing Day, except to the extent of changes caused by the transactions herein contemplated; there shall exist on such Closing Day no Event of Default or DefaultDefault (assuming for purposes hereof, if no Notes are then outstanding, that Notes have been issued and are outstanding); and the Company and Electronic (if the closing involves Electronic Notes) shall have each delivered to such Purchaser an Officer's Certificate, dated such Closing Day, to both such effects.

Representations and Warranties; No Default. The representations and warranties contained in paragraph 8 shall be true on and as of such Closing Day, except to the extent of changes caused by the transactions herein contemplated; there shall exist on such Closing Day no Event of Default or Default; and the Company Partnerships shall have delivered to such Purchaser an Officer's Certificate, dated such Closing Day, to both such effects.

Representations and Warranties; No Default. The representations and warranties contained in paragraph 8 shall be true on and as of such Closing Day, except Day (both before and after giving effect to the extent issuance and purchase of changes caused by the transactions herein contemplatedNotes on such Closing Day); there shall exist on such Closing Day (both before and after giving effect to the issuance and purchase of Notes on such Closing Day) no Event of Default or Default; and the Company shall have delivered to such Purchaser an Officer's ’s Certificate, dated such Closing Day, to both such effects.

Representations and Warranties; No Default. The representations and warranties contained in paragraph 8 shall be true on and as of such Closing Day, except to the extent of changes caused by the transactions herein contemplated; there shall exist on such Closing Day no Event of Default or Default; and the each Company shall have delivered to such Purchaser an Officer's Certificate, dated such Closing Day, to both such effects.

Representations and Warranties; No Default. The representations and warranties contained in paragraph 8 shall be true on and as of such Closing Day, except to the extent of changes caused by the transactions herein contemplated; there shall exist on such Closing Day no Event of Default or DefaultDefault (assuming for purposes hereof, if no Notes are then outstanding, that Notes have been issued and are outstanding); and the Company shall have delivered to such Purchaser an Officer's Certificate, dated such Closing Day, to both such effects.

Representations and Warranties; No Default. The Except as disclosed in the Officer's Certificate referenced herein, the representations and warranties contained in paragraph 8 shall be true on and as of such Closing Day, except to the extent of changes caused by the transactions herein contemplated; there shall exist on such Closing Day no Event of Default or Default; and the Company shall have delivered to such Purchaser an Officer's Certificate, dated such Closing Day, to both such effects.

Representations and Warranties; No Default. The representations and warranties contained in paragraph 8 shall be true in all material respects on and as of such Closing Day, except to the extent of changes caused by the transactions herein contemplated; there shall exist on such Closing Day no Event of Default or Default; no material adverse change in the financial condition, business, operations or prospects of the Company or its Subsidiaries, taken as a whole, has occurred since December 31, 2006; and the Company shall have delivered to such Purchaser an Officer's ’s Certificate, dated such Closing Day, to both such effectsthe effect of the foregoing.

Representations and Warranties; No Default. The representations and warranties contained in paragraph 8 shall be true on and as of such Closing Day, except to the extent of changes caused by the transactions herein contemplatedcontemplated and for any Closing Day after the Amendment Closing Day changes since the date of this Agreement which are disclosed in writing to Prudential and to which Prudential shall have consented in writing; there shall exist on such Closing Day no Event of Default or Default; and the Company shall have delivered to such Purchaser an Officer's ’s Certificate, dated such Closing Day, to both such effects.

Representations and Warranties; No Default. The representations and warranties contained in paragraph 8 shall be true on and as of such Closing Day, except to the extent date of changes caused by the transactions herein contemplatedClosing; there shall exist on such date of Closing Day no Event of Default or Default; and the Company shall have delivered to such Purchaser an Officer's Certificate, dated such Closing Daydate of Closing, to both such effects.