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

Representations and Warranties; No Defaults. The Administrative Agent, for the benefit of the Lenders and the Issuers, shall have received a certificate of a Responsible Officer of the Borrower certifying that both before and after giving effect to this Amendment: (i) each of the representations and warranties set forth in Article IV (Representations and Warranties) of the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date; provided, however, that references therein to the Credit Agreement shall be deemed to refer to the Credit Agreement as amended by this Amendment; and (ii) no Default or Event of Default shall have occurred and be continuing, either on the date hereof or on the Effective Date.

Representations and Warranties; No Defaults. The Administrative AgentAgents, for the benefit of the Lenders Agents and the IssuersLenders, shall have received a certificate of a Responsible Officer of the Borrower certifying that both before and after giving effect to this Amendment: (i) each of the representations and warranties set forth in Article IV V (Representations and Warranties) of the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations representation and warranties shall have been true and correct in all material respects as of such earlier date; provided, however, that references therein to the Credit Agreement shall be deemed to refer to the Credit Agreement as amended by this Amendment; and (ii) no Default or Event of Default shall have occurred and be continuing, either on the date hereof or on the Effective Date.

Representations and Warranties; No Defaults. The Administrative AgentAgents, for the benefit of the Lenders Agents and the IssuersLenders, shall have received a certificate of a Responsible Officer of the Borrower certifying that both before and after giving effect to this Amendment: (i) each of the representations and warranties set forth in Article IV V (Representations and Warranties) of the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date; provided, however, that references therein to the Credit Agreement shall be deemed to refer to the Credit Agreement as amended by this Amendment; and (ii) no Default or Event of Default shall have occurred and be continuing, either on the date hereof or on the Effective Date.

Representations and Warranties; No Defaults. The Administrative Agent, for the benefit of the Lenders and the IssuersLenders, shall have received a certificate of a Responsible Officer of the US Borrower certifying that the following statements shall be true on the First Amendment Effective Date, both before and after giving effect to this Amendmentthe incurrence of the New Term Loans and the application of the proceeds thereof: (i) each of the representations and warranties set forth in Article IV V (Representations and Warranties) of the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the Closing Date and shall be true and correct in all material respects on and as of the First Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date; provided, however, that references therein and except to the Credit Agreement extent such representations and warranties are qualified as to materiality, in which case such representations and warranties shall be deemed to refer to the Credit Agreement as amended by this Amendmenttrue and correct; and (ii) no Default or Event of Default shall have occurred and be continuing, either on the date hereof or on the Effective Date.

Representations and Warranties; No Defaults. The Administrative AgentAgents, for the benefit of the Lenders Agents and the IssuersLenders, shall have received a certificate of a Responsible Officer of the Borrower certifying that both before and after giving effect to this Amendment: (i) each of the representations and warranties set forth in Article IV V (Representations and Warranties) of the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date; provided, however, that references therein to the Credit Agreement shall be deemed to refer to the Credit Agreement as amended by this Amendment; and; (ii) no Default or Event of Default shall have occurred and be continuing, either on the date hereof or on the Effective Date; and (iii) to Borrower’s knowledge, after conducting a commercially reasonable inquiry regarding the accuracy of Schedule 3, Schedule 3 to the Resignation and Assignment Agreement contains a complete list of all possessory Collateral and security filings related to the Collateral delivered to the Existing Agent.

Representations and Warranties; No Defaults. The Administrative Agent, for the benefit of the Lenders and the IssuersLenders, shall have received a certificate of a Responsible Officer of the Borrower certifying that both before and after giving effect to this First Amendment: (i) each of the representations and warranties set forth in Article IV (Representations and Warranties) of the Credit Term Loan Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations representation and warranties shall have been true and correct as of such earlier date; provided, however, that references therein to the Credit Term Loan Agreement shall be deemed to refer to the Credit Term Loan Agreement as amended by this First Amendment; provided, further, however, that the representations and warranties expressly related to the accuracy of the Schedules (other than Schedule 4.3) to the Term Loan Agreement shall be true and correct in all material respects as of August 17, 2007; and (ii) no Default or Event of Default shall have occurred and be continuing, either on the date hereof or on the Effective Date.

Representations and Warranties; No Defaults. The Administrative Agent, for the benefit of the Lenders and the Issuers, shall have received a certificate of a Responsible Officer of the Borrower certifying that both before and after giving effect to this Amendment: (i) each of the representations and warranties set forth in Article IV (Representations and Warranties) of the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations representation and warranties shall have been true and correct as of such earlier date; provided, however, that references therein to the Credit Agreement shall be deemed to refer to the Credit Agreement as amended by this Amendment; and (ii) no Default or Event of Default shall have occurred and be continuing, either on the date hereof or on the Effective Date.

Representations and Warranties; No Defaults. The Administrative Agent, for the benefit of the Lenders and the IssuersLenders, shall have received a certificate of a Responsible Officer of the Borrower certifying that both before and after giving effect to this Eleventh Amendment: (i) each of the representations and warranties set forth in Article IV V (Representations and Warranties) of the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the Eleventh Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date; provided, however, that references therein to the Credit Agreement shall be deemed to refer to the Credit Agreement as amended by this Amendment; and (ii) no Default or Event of Default shall have occurred and be continuing, either on the date hereof or on the Eleventh Amendment Effective Date.

Representations and Warranties; No Defaults. The Administrative Agent, for the benefit of Agent and the Lenders and the Issuers, shall have received a certificate of a Responsible Officer of the each Borrower certifying that both before and after giving effect to this Amendment: (i) each of the representations and warranties set forth in Article IV (Representations and Warranties) of the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations representation and warranties shall have been true and correct in all material respects as of such earlier date; provided, however, however that references therein to the Credit Agreement shall be deemed to refer to the Credit Agreement as amended by this AmendmentAmendment and after giving effect to the consents set forth herein; and (ii) no Default or Event of Default shall have occurred and be continuing, either on the date hereof or on the Effective Date.

Representations and Warranties; No Defaults. The Administrative Agent, for the benefit of Agent and the Lenders and the Issuers, shall have received a certificate of a Responsible Officer of the each Borrower certifying that both before and after giving effect to this Amendment:the amendments set forth in Section 2 (Amendments to the Credit Agreement): (i) each of the representations and warranties set forth in Article IV (Representations and Warranties) of the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the Term Loan Reduction Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations representation and warranties shall have been true and correct in all material respects as of such earlier date; provided, however, however that references therein to the Credit Agreement shall be deemed to refer to the Credit Agreement as amended by this AmendmentAmendment and after giving effect to the consents set forth herein; and (ii) no Default or Event of Default shall have occurred and be continuing, either on the date hereof or on the Term Loan Reduction Effective Date.

Representations and Warranties; No Defaults. The Administrative Agent, for the benefit of the Lenders and the IssuersLenders, shall have received a certificate of a Responsible Officer of the Borrower certifying that both before and after giving effect to this First Amendment: (i) each of the representations and warranties set forth in Article IV V (Representations and Warranties) of the Credit Loan Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations representation and warranties shall have been true and correct as of such earlier date; provided, however, that references therein to the Credit Loan Agreement shall be deemed to refer to the Credit Loan Agreement as amended by this First Amendment; provided, further, however, that the representations and warranties expressly related to the accuracy of the Schedules (other than Schedule 5.7(c)) to the Loan Agreement shall be true and correct in all material respects as of August 17, 2007; and (ii) no Default or Event of Default shall have occurred and be continuing, either on the date hereof or on the Effective Date.