Common use of Representations and Warranties of the Company and the Guarantor Clause in Contracts

Representations and Warranties of the Company and the Guarantor. Each of the Company and the Guarantor, jointly and severally, represents and warrants to, and agrees with, the Purchasers that: (a) A preliminary offering circular and an offering circular relating to the Offered Securities to be offered by the Purchasers have been prepared by the Company. Such preliminary offering circular (the "Preliminary Offering Circular") and offering circular (the "Offering Circular"), as supplemented as of the date of this Agreement, together with the documents listed in Schedule B hereto and any other document approved by the Company or the Guarantor for use in connection with the contemplated resale of the Offered Securities are hereinafter collectively referred to as the "Offering Document". On the date of this Agreement, the Offering Document 2 does not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Offering Document based upon written information furnished to the Company by any Purchaser through Credit Suisse First Boston Corporation ("CSFBC") specifically for use therein. it being understood and agreed that the only such information is that described as such in Section 7(b) hereof. Except as disclosed in the Offering Document, on the date of this Agreement, the Guarantor's Annual Report on Form 10-K most recently filed with the Securities and Exchange Commission (the "Commission") and all subsequent reports (collectively, the "Exchange Act Reports") which have been filed by the Guarantor with the Commission or sent to stockholders pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") do not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Such documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder. (b) The Company has been duly incorporated and is an existing corporation under the laws of the State of Delaware, with power and authority to own its properties and conduct its business as described in the Offering Document; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify to be in good standing would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the condition (financial or other), business, properties or results of operations of the Guarantor and the Guarantor's subsidiaries taken as a whole ("Material Adverse Effect"). (c) The Guarantor has been duly incorporated and is an existing public limited company under the laws of the Republic of Ireland, with power and authority to own its properties and conduct its business as described in the Offering Document; and the Guarantor is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify to be in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (d) The Company has no subsidiaries. Each subsidiary of the Guarantor (other than the Company) has been duly incorporated and is an existing corporation in good standing under the laws of the jurisdiction of its incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the Offering Document; and each subsidiary of the Guarantor is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify to be in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; all of the issued and outstanding capital stock of each subsidiary of the Guarantor, including the Company, has been duly authorized and validly issued and is fully paid and nonassessable; and the capital stock of each subsidiary (including the Company) owned by the Guarantor, directly or through subsidiaries, is owned free from liens, encumbrances and defects. Schedule C sets forth a true, correct and complete list of all subsidiaries of the Guarantor. (e) The Indenture has been duly authorized; the Offered Securities have been duly authorized; and when the Offered Securities are delivered and paid for pursuant to this Agreement on the Closing Date (as defined below), the Indenture will have been duly executed and delivered, such Offered Securities will have been duly executed, authenticated, issued and delivered and will conform to the description thereof contained in the Offering Document and the Indenture and such Offered Securities will constitute valid and legally binding obligations of the Company,

Representations and Warranties of the Company and the Guarantor. Each of the The Company and the GuarantorGuarantor (collectively the "Credit Party"), jointly and severally, represents made the following representations and warrants to, and agrees with, the Purchasers thatwarranties: (a) A preliminary offering circular Except as set forth under the corresponding section of the disclosure schedules attached to the Purchase Agreement and an offering circular except as set forth on Schedule 8 attached hereto, if any, all representations and warranties of the Company and now, by this Agreement, the Guarantor, contained in the Purchase Agreement were true and correct when made and remain true and correct as of the date hereof, as though made at and as of the date hereof. Except as set forth on Schedule 6 attached hereto, the Company has performed all of the covenants of the Company contained in the Transaction Documents to be performed by the Company through the date hereof. (b) The recitals at the beginning of this Agreement are true and correct in all respects. (c) Each Credit Party has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by such Credit Party and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Credit Party and no further action is required by such Credit Party, its board of directors or its stockholders in connection therewith other than in connection with the Required Approvals. This Agreement has been duly executed by such Credit Party and, when delivered in accordance with the terms hereof will constitute the valid and binding obligation of such Credit Party enforceable against such Credit Party in accordance with its terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the Offered Securities to availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be offered limited by applicable law. (d) The execution, delivery and performance of this Agreement by such Credit Party and the consummation by such Credit Party of the transactions contemplated hereby do not and will not: (i) conflict with or violate any provision of such Credit Party's certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien (except as contemplated by the Purchasers Security Documents) upon any of the properties or assets of such Credit Party, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any material agreement, credit facility, debt or other material instrument (evidencing Credit Party debt or otherwise) or other material understanding to which such Credit Party is a party or by which any property or asset of such Credit Party is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which such Credit Party is subject (including federal and state securities laws and regulations), or by which any property or asset of such Credit Party is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have been prepared or reasonably be expected to result in a Material Adverse Effect. (e) The Guarantor Warrants are duly authorized and, upon the execution of this Agreement by a Lender, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the CompanyCredit Parties other than restrictions on transfer provided for in the Transaction Documents. Such preliminary offering circular The Guarantor Warrant Shares, when issued in accordance with the terms of the Guarantor Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Guarantor. The Guarantor has reserved from its duly authorized capital stock a number of shares of its common stock for issuance of the Guarantor Warrant Shares at least equal to the Required Minimum on the date hereof. (f) Except as set forth in this Agreement, no consideration has been offered or paid to any person to amend or consent to a waiver, modification, forbearance or otherwise of any provision of any of the "Preliminary Offering Circular"Transaction Documents. (g) and offering circular (the "Offering Circular"), as supplemented as As of the date of this Agreement, together with to the documents listed knowledge of the Credit Parties, no Event of Default exists. (h) The direct or indirect value of the consideration received and to be received by Credit Parties in Schedule B hereto connection herewith is reasonably worth at least as much as the liability and any obligations of Credit Parties hereunder, and the incurrence of such liability and obligations in return for such consideration may reasonably be expected to benefit each Credit Party, directly or indirectly. (i) All balance sheets, earning statements, financial data and other document approved by information concerning the Company Credit Parties which have been furnished to each Lender to induce it to accept this Agreement (or the Guarantor for use otherwise furnished to each Lender in connection with the transactions contemplated resale hereby or associated herewith) fairly represent the financial condition of the Offered Securities Credit Parties as of the dates and the results of each Credit Party's operations for the periods for which the same are hereinafter collectively referred to as the "Offering Document"furnished. On the date None of this Agreementsuch balance sheets, the Offering Document 2 does not include earnings and cash flow statements, financial data and other information contains any untrue statement of a material fact or omit omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Offering Document based upon written information furnished to the Company by any Purchaser through Credit Suisse First Boston Corporation ("CSFBC") specifically for use therein. it being understood and agreed that the only such information is that described as such in Section 7(b) hereof. Except as disclosed in the Offering Document, on the date of this Agreement, the Guarantor's Annual Report on Form 10-K most recently filed with the Securities and Exchange Commission (the "Commission") and all subsequent reports (collectively, the "Exchange Act Reports") which have been filed by the Guarantor with the Commission or sent to stockholders pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") do not include any untrue statement of a material fact or omit to state any material fact necessary to make the any statements therein, in the light contained therein not misleading. (j) The capitalization of the circumstances under which they were made, not misleading. Such documents, when they were filed with Guarantor immediately following the Commission, conformed in all material respects to the requirements Closing of the Exchange Act and Transactions is as set forth on Schedule 7(i). There are no agreements, understandings or otherwise that exist that would materially change the rules and regulations of the Commission thereunder. (b) The Company has been duly incorporated and is an existing corporation under the laws of the State of Delaware, with power and authority to own its properties and conduct its business as described in the Offering Document; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify to be in good standing would not reasonably be expected to have, individually or in the aggregate, a material adverse effect information set forth on the condition (financial or other), business, properties or results of operations of the Guarantor and the Guarantor's subsidiaries taken as a whole ("Material Adverse Effect"Schedule 6(i). (c) The Guarantor has been duly incorporated and is an existing public limited company under the laws of the Republic of Ireland, with power and authority to own its properties and conduct its business as described in the Offering Document; and the Guarantor is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify to be in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (d) The Company has no subsidiaries. Each subsidiary of the Guarantor (other than the Company) has been duly incorporated and is an existing corporation in good standing under the laws of the jurisdiction of its incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the Offering Document; and each subsidiary of the Guarantor is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify to be in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; all of the issued and outstanding capital stock of each subsidiary of the Guarantor, including the Company, has been duly authorized and validly issued and is fully paid and nonassessable; and the capital stock of each subsidiary (including the Company) owned by the Guarantor, directly or through subsidiaries, is owned free from liens, encumbrances and defects. Schedule C sets forth a true, correct and complete list of all subsidiaries of the Guarantor. (e) The Indenture has been duly authorized; the Offered Securities have been duly authorized; and when the Offered Securities are delivered and paid for pursuant to this Agreement on the Closing Date (as defined below), the Indenture will have been duly executed and delivered, such Offered Securities will have been duly executed, authenticated, issued and delivered and will conform to the description thereof contained in the Offering Document and the Indenture and such Offered Securities will constitute valid and legally binding obligations of the Company,

Representations and Warranties of the Company and the Guarantor. Each of the The Company and the GuarantorGuarantor (collectively the "Credit Party"), jointly and severally, represents made the following representations and warrants to, and agrees with, the Purchasers thatwarranties: (a) A preliminary offering circular Except as set forth under the corresponding section of the disclosure schedules attached to the Purchase Agreement and an offering circular except as set forth on Schedule 8 attached hereto, if any, all representations and warranties of the Company and now, by this Agreement, the Guarantor, contained in the Purchase Agreement were true and correct when made and remain true and correct as of the date hereof, as though made at and as of the date hereof. Except as set forth on Schedule 6 attached hereto, the Company has performed all of the covenants of the Company contained in the Transaction Documents to be performed by the Company through the date hereof. (b) The recitals at the beginning of this Agreement are true and correct in all respects. (c) Each Credit Party has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by such Credit Party and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Credit Party and no further action is required by such Credit Party, its board of directors or its stockholders in connection therewith other than in connection with the Required Approvals. This Agreement has been duly executed by such Credit Party and, when delivered in accordance with the terms hereof will constitute the valid and binding obligation of such Credit Party enforceable against such Credit Party in accordance with its terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the Offered Securities to availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be offered limited by applicable law. (d) The execution, delivery and performance of this Agreement by such Credit Party and the consummation by such Credit Party of the transactions contemplated hereby do not and will not: (i) conflict with or violate any provision of such Credit Party's certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien (except as contemplated by the Purchasers Security Documents) upon any of the properties or assets of such Credit Party, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any material agreement, credit facility, debt or other material instrument (evidencing Credit Party debt or otherwise) or other material understanding to which such Credit Party is a party or by which any property or asset of such Credit Party is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which such Credit Party is subject (including federal and state securities laws and regulations), or by which any property or asset of such Credit Party is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have been prepared or reasonably be expected to result in a Material Adverse Effect. (e) The Amended Debentures are duly authorized and, upon the execution of this Agreement by a Lender, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the CompanyCredit Parties other than restrictions on transfer provided for in the Transaction Documents. Such preliminary offering circular The Amended Underlying Shares, when issued in accordance with the terms of the Amended Debentures, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Guarantor. The Guarantor has reserved from its duly authorized capital stock a number of shares of its common stock for issuance of the Amended Underlying Shares at least equal to the Required Minimum on the date hereof. (f) Except as set forth in this Agreement, no consideration has been offered or paid to any person to amend or consent to a waiver, modification, forbearance or otherwise of any provision of any of the "Preliminary Offering Circular"Transaction Documents. (g) and offering circular (the "Offering Circular"), as supplemented as As of the date of this Agreement, together with to the documents listed knowledge of the Credit Parties, no Event of Default exists. (h) The direct or indirect value of the consideration received and to be received by Credit Parties in Schedule B hereto connection herewith is reasonably worth at least as much as the liability and any obligations of Credit Parties hereunder, and the incurrence of such liability and obligations in return for such consideration may reasonably be expected to benefit each Credit Party, directly or indirectly. (i) All balance sheets, earning statements, financial data and other document approved by information concerning the Company Credit Parties which have been furnished to each Lender to induce it to accept this Agreement (or the Guarantor for use otherwise furnished to each Lender in connection with the transactions contemplated resale hereby or associated herewith) fairly represent the financial condition of the Offered Securities Credit Parties as of the dates and the results of each Credit Party's operations for the periods for which the same are hereinafter collectively referred to as the "Offering Document"furnished. On the date None of this Agreementsuch balance sheets, the Offering Document 2 does not include earnings and cash flow statements, financial data and other information contains any untrue statement of a material fact or omit omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Offering Document based upon written information furnished to the Company by any Purchaser through Credit Suisse First Boston Corporation ("CSFBC") specifically for use therein. it being understood and agreed that the only such information is that described as such in Section 7(b) hereof. Except as disclosed in the Offering Document, on the date of this Agreement, the Guarantor's Annual Report on Form 10-K most recently filed with the Securities and Exchange Commission (the "Commission") and all subsequent reports (collectively, the "Exchange Act Reports") which have been filed by the Guarantor with the Commission or sent to stockholders pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") do not include any untrue statement of a material fact or omit to state any material fact necessary to make the any statements therein, in the light contained therein not misleading. (j) The capitalization of the circumstances under which they were made, not misleading. Such documents, when they were filed with Guarantor immediately following the Commission, conformed in all material respects to the requirements Closing of the Exchange Act and Transactions is as set forth on Schedule 8(j). There are no agreements, understandings or otherwise that exist that would materially change the rules and regulations of the Commission thereunder. (b) The Company has been duly incorporated and is an existing corporation under the laws of the State of Delaware, with power and authority to own its properties and conduct its business as described in the Offering Document; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify to be in good standing would not reasonably be expected to have, individually or in the aggregate, a material adverse effect information set forth on the condition (financial or other), business, properties or results of operations of the Guarantor and the Guarantor's subsidiaries taken as a whole ("Material Adverse Effect"Schedule 6(i). (c) The Guarantor has been duly incorporated and is an existing public limited company under the laws of the Republic of Ireland, with power and authority to own its properties and conduct its business as described in the Offering Document; and the Guarantor is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify to be in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (d) The Company has no subsidiaries. Each subsidiary of the Guarantor (other than the Company) has been duly incorporated and is an existing corporation in good standing under the laws of the jurisdiction of its incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the Offering Document; and each subsidiary of the Guarantor is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify to be in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; all of the issued and outstanding capital stock of each subsidiary of the Guarantor, including the Company, has been duly authorized and validly issued and is fully paid and nonassessable; and the capital stock of each subsidiary (including the Company) owned by the Guarantor, directly or through subsidiaries, is owned free from liens, encumbrances and defects. Schedule C sets forth a true, correct and complete list of all subsidiaries of the Guarantor. (e) The Indenture has been duly authorized; the Offered Securities have been duly authorized; and when the Offered Securities are delivered and paid for pursuant to this Agreement on the Closing Date (as defined below), the Indenture will have been duly executed and delivered, such Offered Securities will have been duly executed, authenticated, issued and delivered and will conform to the description thereof contained in the Offering Document and the Indenture and such Offered Securities will constitute valid and legally binding obligations of the Company,

Representations and Warranties of the Company and the Guarantor. Each In order to induce the Banks to enter into this Amendment, and in recognition of the fact that the Banks and the Agent are acting in reliance thereupon, the Company (as to the Company and its Subsidiaries (other than the Guarantor)) and the Guarantor (as to the Guarantor) hereby covenant, jointly represent and severally, represents warrant to the Banks and warrants to, and agrees with, to the Purchasers Agent that: (a) A preliminary offering circular The Company and an offering circular relating to the Offered Securities to be offered by the Purchasers have been prepared by the Company. Such preliminary offering circular (the "Preliminary Offering Circular") and offering circular (the "Offering Circular"), as supplemented as each of the date of this Agreement, together with the documents listed in Schedule B hereto and any Subsidiaries (other document approved by the Company or the Guarantor for use in connection with the contemplated resale of the Offered Securities are hereinafter collectively referred to as the "Offering Document". On the date of this Agreement, the Offering Document 2 does not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Offering Document based upon written information furnished to the Company by any Purchaser through Credit Suisse First Boston Corporation ("CSFBC") specifically for use therein. it being understood and agreed that the only such information is that described as such in Section 7(b) hereof. Except as disclosed in the Offering Document, on the date of this Agreement, than the Guarantor's Annual Report on Form 10-K most recently filed with the Securities and Exchange Commission (the "Commission") and all subsequent reports (collectively, the "Exchange Act Reports") which have been filed by the Guarantor with the Commission or sent to stockholders pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") do not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Such documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder. (b) The Company has been is duly incorporated and is an existing corporation under the laws of the State of Delaware, with power and authority to own its properties and conduct its business as described in the Offering Document; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify to be in good standing would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the condition (financial or other), business, properties or results of operations of the Guarantor and the Guarantor's subsidiaries taken as a whole ("Material Adverse Effect"). (c) The Guarantor has been duly incorporated and is an existing public limited company under the laws of the Republic of Ireland, with power and authority to own its properties and conduct its business as described in the Offering Document; and the Guarantor is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualificationorganized, except where the failure to so qualify to be in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (d) The Company has no subsidiaries. Each subsidiary of the Guarantor (other than the Company) has been duly incorporated each is validly existing and is an existing corporation in good standing under the laws of the jurisdiction State of its incorporation, with Wisconsin and each has the power and authority (corporate and other) the legal right to own and operate its properties property, to lease the property it operates, and to conduct its the business as described in the Offering Document; and each subsidiary which it is currently engaged. (b) Each of the Company and its Subsidiaries (other than the Guarantor) and the Guarantor is duly qualified has the power and authority to do business as a foreign corporation in good standing in enter into, deliver, issue and perform all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualificationobligations under this Amendment, except where the failure to so qualify to be in good standing would not reasonably be expected to haveAdditional Bog Mortgages and the Additional Security Agreements, individually or in the aggregateas applicable. This Amendment, a Material Adverse Effect; all when duly executed and delivered on behalf of the issued Company and outstanding capital stock of each subsidiary of the Guarantor, including each of the Additional Bog Mortgages, when duly executed and delivered on behalf of the Company and each of the Additional Security Agreements, when duly executed and delivered on behalf of the Subsidiaries which are a party thereto, will constitute the legal, valid and binding obligations of the Company, has the Guarantor or the Subsidiary party thereto, as applicable, enforceable against such party in accordance with their respective terms. (c) No consent or authorization of, filing with, or act by or in respect of any governmental authority is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment, the Additional Bog Mortgages or the Additional Security Agreements other than the recording of the Additional Bog Mortgages and the filing of UCC financing statements with respect to the collateral covered by the Additional Security Agreements. The execution, delivery and performance of this Amendment, the Additional Bog Mortgages and the Additional Security Agreements (i) have been duly authorized by all necessary action, where applicable, (ii) will not violate any requirement of law or any contractual obligation of the Company, the Guarantor or any Subsidiary, and validly issued and is fully paid and nonassessable; (iii) will not result in, or require, the creation or imposition of any lien on any of their respective properties or revenues pursuant to any requirement of law or contractual obligation. (d) No information, financial statement, exhibit or report furnished by the Company or the Guarantor to the Banks and the capital stock Agent in connection with the negotiation of, or pursuant to, this Agreement, the Additional Bog Mortgages or the Additional Security Agreements contains any material misstatement of each subsidiary (including fact, omits to state a material fact, or omits any fact necessary to make the Company) owned by the Guarantorstatements contained therein, directly or through subsidiaries, is owned free from liens, encumbrances and defects. Schedule C sets forth a true, correct and complete list of all subsidiaries in light of the Guarantorcircumstances in which they were made, not misleading. (e) The Indenture has been duly authorized; None of the Offered Securities have been duly authorized; and when the Offered Securities are delivered and paid for pursuant to this Agreement on the Closing Date (as defined below)Company, the Indenture will have been duly executed Guarantor or any Subsidiary owns or has any interest in any assets which are not subject to a lien or security interest. (f) The representations and delivered, such Offered Securities will have been duly executed, authenticated, issued warranties of the Company and delivered and will conform to the description thereof Guarantor contained in the Offering Document Forbearance Agreement, as well as the statements set forth in Sections 1, 2 and 3 of the Forbearance Agreement, are true and correct in all respects as of the date of this Amendment, except that the principal amount currently outstanding under the Obligations is One Hundred Fifty Four Million Nine Hundred Fifty Two Thousand Nine Hundred Thirty Two and 14/100 Dollars ($154,952,932.14). (g) The Company acknowledges and agrees that upon execution and delivery of the Additional Security Agreements and the Indenture Additional Bog Mortgages (collectively, the "New Collateral Documents") and upon the filing of the UCC financing statements provided by the Agent and the recording of the Additional Bog Mortgages, the Banks and the Agent will have a legal, valid, binding, perfected and enforceable security interest and lien, valid against all creditors of and against all purchasers from the Company or the Subsidiaries (except to the extent otherwise provided in the Wisconsin Uniform Commercial Code with respect to buyers in the ordinary course of business), in the collateral described therein securing payment of the Indebtedness, and such Offered Securities will constitute valid collateral is free and legally binding obligations clear of all liens whatsoever, other than the lien of the Company,Banks, the Agent and Permitted Liens. No indenture, mortgage, security agreement, financing statement, equivalent security or lien instrument or continuation statement covering all or any part of such collateral is recorded or on file with any public office except those in favor of the Banks, the Agent or a holder of a Permitted Lien.