Common use of Representations and Warranties; Reaffirmation Clause in Contracts

Representations and Warranties; Reaffirmation. 4.1 Parent and each of the Borrowers hereby represents and warrants that this Amendment and the Credit Agreement as previously executed and delivered and as amended hereby constitute legal, valid and binding obligations of the Parent and the Borrowers and are enforceable against the Parent and the Borrowers in accordance with their terms. 4.2 After giving effect to this Amendment and the consummation of the Brice Acquisition, no Event of Default or Potential Event of Default ▇▇▇▇▇s or would result from any of the transactions contemplated by this Amendment. No event of default or default has occurred and is continuing under the terms of (a) any of the TROL Documents, (b) under any of the agreements and documents executed with respect to the Senior Subordinated Notes or under which the Senior Subordinated Notes have been issued, or (c) under any of the agreements and documents executed with respect to the BofA Note. 4.3 The Brice Acquisition has been consummated in accordance with all applica▇▇▇ ▇equirements of Law. Brice does not maintain Inventory of $250,000 or more with any bailee ▇▇ ▇onsignee. For purposes of Section 10.15 of the Credit Agreement, Borrowers and Guarantors hereby notify the Agent and the Lenders that Brice has opened disbursement account number 38665294 with Citibank, ▇.▇. and also has opened lockbox number 2993 ▇▇ ▇▇▇ ▇ame of Citibank, N.A. f/a/o Brice Manufacturing Company in connection therewith, such lockbox b▇▇▇▇ ▇▇vered by the Collection Account Agreement executed by Brice on the Amendment Effective Date. All sales of Inventory between ▇▇▇▇e, on the one hand, and any Borrower or any Guarantor, on the oth▇▇ ▇▇nd, have been and will be on terms no less favorable to such Borrower or Guarantor than those that might be obtained in an arm's length transaction at the time from Persons who are not Affiliates of the Borrowers and the Guarantors. Each of the Borrowers and Guarantors acknowledge that the Brice Acquisition is a "transaction contemplated by the Loan Document▇" ▇▇r all purposes of the Loan Documents. 4.4 Parent, each of the Borrowers and each of the Guarantors hereby reaffirm all covenants, representations and warranties made by it, and all Obligations owing by it, pursuant to the Credit Agreement (to the extent the same are not amended hereby), the Notes and the other Loan Documents to which it is a party and agree that all such covenants, representations and warranties shall be deemed to have been remade as of the date this Amendment becomes effective (unless a representation and warranty is stated to be given on and as of a specific date, in which case such representation and warranty shall be true, correct and complete as of such date).

Representations and Warranties; Reaffirmation. 4.1 Parent and each of the Borrowers hereby represents and warrants that this that: (a) This Amendment and the Credit Agreement as previously executed and delivered and as amended and supplemented hereby constitute legal, valid and binding obligations of the Parent and the Borrowers and are enforceable against the Parent and the Borrowers in accordance with their terms. 4.2 (b) After giving effect to this Amendment and the consummation of the Brice AcquisitionAmendment, no Event of Default or Potential Event of Default ▇▇▇▇▇s exists or would result from any of the transactions contemplated by this Amendment. . (c) No event of default or default has occurred and is continuing under the terms of (a) any of the TROL Documents, (b) under any of the agreements and documents executed with respect to the Senior Subordinated Notes or under which the Senior Subordinated Notes have been issued, or (c) under any of the agreements and documents executed with respect to the BofA Note, (d) under any of the agreements and documents executed with respect to the Junior Subordinated Notes or under which the Junior Subordinated Notes have been issued or (e) any of the LJH Note Documents. 4.3 The Brice Acquisition has been consummated in accordance with all applica▇▇▇ ▇equirements of Law. Brice does not maintain Inventory of $250,000 or more with any bailee ▇▇ ▇onsignee. For purposes of Section 10.15 (d) None of the Credit Agreementholders of the Senior Subordinated Notes, Borrowers the trustee under the Indenture under which the Senior Subordinated Notes were issued, the holders of the Junior Subordinated Notes, the trustee under the Indenture under which the Junior Subordinated Notes were issued, the obligees under the TROL Documents (or Person acting on any such obligee's behalf), the obligees under the BofA Note (except in connection with the repayment by LJH, Ltd. under its Shareholder Guaranty executed in connection therewith) or any of the agreements and Guarantors hereby notify the Agent and the Lenders that Brice has opened disbursement account number 38665294 with Citibank, ▇.▇. and also has opened lockbox number 2993 ▇▇ ▇▇▇ ▇ame of Citibank, N.A. f/a/o Brice Manufacturing Company documents executed in connection therewith, such lockbox b▇▇▇▇ ▇▇vered by the Collection Account Agreement executed by Brice on obligees under the Amendment Effective Date. All sales of Inventory between ▇▇▇▇e, on the one hand, and any Borrower LJH Note Documents or any Guarantor, on other agent or lender under any credit facility for the oth▇▇ ▇▇nd, Borrowers or Guarantors shall have commenced the exercise of any remedies with respect to any default or event of default with respect thereto. (e) All obligations under the BofA Note Documents have been and will be on terms no less favorable to such Borrower or Guarantor than those that might be obtained in an arm's length transaction at the time from Persons who are not Affiliates of the Borrowers and the Guarantors. Each of the Borrowers and Guarantors acknowledge that the Brice Acquisition is a "transaction contemplated by the Loan Document▇" ▇▇r all purposes of the Loan Documentssatisfied. 4.4 4.2 Parent, each of the Borrowers and each of the Guarantors hereby reaffirm all covenants, representations and warranties made by it, and all Obligations owing by it, pursuant to the Credit Agreement (to the extent the same are not amended hereby), the Notes and the other Loan Documents to which it is a party and agree that all such covenants, representations and warranties shall be deemed to have been remade as of the date this Amendment becomes effective (unless a representation and warranty is stated to be given on and as of a specific date, in which case such representation and warranty shall be true, correct and complete as of such date).

Representations and Warranties; Reaffirmation. 4.1 3.1 Parent and each of the Borrowers hereby represents and warrants that this that: (a) This Amendment and the Credit Agreement as previously executed and delivered and as amended and supplemented hereby constitute legal, valid and binding obligations of the Parent and the Borrowers and are enforceable against the Parent and the Borrowers in accordance with their terms. 4.2 After giving effect to this Amendment and the consummation of the Brice Acquisition(b) Except as described in Section 2.1 above, no Event of Default or Potential Event of Default ▇▇▇▇▇s exists or would result from any of the transactions contemplated by this Amendment. . (c) No event of default or default has occurred and is continuing under the terms of (a) any of the TROL Documents, (b) under any of the agreements and documents executed with respect to the Senior Subordinated Notes or under which the Senior Subordinated Notes have been issued, or (c) under any of the agreements and documents executed with respect to the BofA Note, (d) under any of the agreements and documents executed with respect to the Junior Subordinated Notes or under which the Junior Subordinated Notes have been issued or (e) any of the LJH Note Documents. 4.3 The Brice Acquisition has been consummated in accordance with all applica▇▇▇ ▇equirements of Law. Brice does not maintain Inventory of $250,000 or more with any bailee ▇▇ ▇onsignee. For purposes of Section 10.15 (d) None of the Credit Agreementholders of the Senior Subordinated Notes, Borrowers the trustee under the Indenture under which the Senior Subordinated Notes were issued, the holders of the Junior Subordinated Notes, the trustee under the Indenture under which the Junior Subordinated Notes were issued, the obligees under the TROL Documents (or Person acting on any such obligee's behalf), the obligees under the BofA Note (except in connection with the repayment by LJH, Ltd. under its Shareholder Guaranty executed in connection therewith) or any of the agreements and Guarantors hereby notify the Agent and the Lenders that Brice has opened disbursement account number 38665294 with Citibank, ▇.▇. and also has opened lockbox number 2993 ▇▇ ▇▇▇ ▇ame of Citibank, N.A. f/a/o Brice Manufacturing Company documents executed in connection therewith, such lockbox b▇▇▇▇ ▇▇vered by the Collection Account Agreement executed by Brice on obligees under the Amendment Effective Date. All sales of Inventory between ▇▇▇▇e, on the one hand, and any Borrower LJH Note Documents or any Guarantor, on other agent or lender under any credit facility for the oth▇▇ ▇▇nd, Borrowers or Guarantors shall have commenced the exercise of any remedies with respect to any default or event of default with respect thereto. (e) All obligations under the BofA Note Documents have been and will be on terms no less favorable to such Borrower or Guarantor than those that might be obtained in an arm's length transaction at the time from Persons who are not Affiliates of the Borrowers and the Guarantors. Each of the Borrowers and Guarantors acknowledge that the Brice Acquisition is a "transaction contemplated by the Loan Document▇" ▇▇r all purposes of the Loan Documentssatisfied. 4.4 3.2 Parent, each of the Borrowers and each of the Guarantors hereby reaffirm all covenants, representations and warranties made by it, and all Obligations owing by it, pursuant to the Credit Agreement (to the extent the same are not amended hereby), the Notes and the other Loan Documents to which it is a party and agree that all such covenants, representations and warranties shall be deemed to have been remade as of the date this Amendment becomes effective (unless a representation and warranty is stated to be given on and as of a specific date, in which case such representation and warranty shall be true, correct and complete as of such date).

Representations and Warranties; Reaffirmation. 4.1 Parent and each of the Borrowers The Borrower hereby represents and warrants that to each Lender on the date hereof as follows: 4.1 After giving effect to this Amendment Amendment, the representations and warranties herein and in the Loan Agreement and the Credit Agreement other Loan Documents are true and correct in all material respects on and as previously of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date), except that any representations and warranties subject to “materiality”, “Material Adverse Effect” or similar materiality qualifiers are true and correct in all respects on and as of the date hereof (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all respects as of such earlier date); 4.2 This Amendment is within the Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Amendment has been duly executed and delivered by the Borrower and as amended hereby constitute constitutes a legal, valid and binding obligations obligation of the Parent and the Borrowers and are Borrower, enforceable against the Parent and the Borrowers Borrower in accordance with their its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 4.2 After 4.3 No Default or Event of Default exists on the date hereof or will exist immediately after giving effect to this Amendment and the consummation of the Brice Acquisition, no Event of Default or Potential Event of Default ▇▇▇▇▇s or would result from any of the transactions contemplated by this Amendment. No event of default or default has occurred and is continuing under the terms of (a) any of the TROL Documents, (b) under any of the agreements and documents executed with respect to the Senior Subordinated Notes or under which the Senior Subordinated Notes have been issued, or (c) under any of the agreements and documents executed with respect to the BofA Note. 4.3 The Brice Acquisition has been consummated in accordance with all applica▇▇▇ ▇equirements of Law. Brice does not maintain Inventory of $250,000 or more with any bailee ▇▇ ▇onsignee. For purposes of Section 10.15 of the Credit Agreement, Borrowers and Guarantors hereby notify the Agent and the Lenders that Brice has opened disbursement account number 38665294 with Citibank, ▇.▇. and also has opened lockbox number 2993 ▇▇ ▇▇▇ ▇ame of Citibank, N.A. f/a/o Brice Manufacturing Company in connection therewith, such lockbox b▇▇▇▇ ▇▇vered by the Collection Account Agreement executed by Brice on the Amendment Effective Date. All sales of Inventory between ▇▇▇▇e, on the one hand, and any Borrower or any Guarantor, on the oth▇▇ ▇▇nd, have been and will be on terms no less favorable to such Borrower or Guarantor than those that might be obtained in an arm's length transaction at the time from Persons who are not Affiliates of the Borrowers and the Guarantors. Each of the Borrowers and Guarantors acknowledge that the Brice Acquisition is a "transaction contemplated by the Loan Document▇" ▇▇r all purposes of the Loan Documents. 4.4 ParentBorrower hereby ratifies, each of the Borrowers and each of the Guarantors hereby reaffirm all covenantsconfirms, representations and warranties made by itreaffirms, and all Obligations owing by it, pursuant to acknowledges its obligations under the Credit Agreement (to the extent the same are not amended hereby), the Notes and the other Loan Documents to which it is a party and agree agrees that all such covenantsthe Loan Documents to which it is a party remain in full force and effect, representations undiminished by this Amendment, except as expressly provided herein. By executing this Amendment, Borrower acknowledges that it has read, consulted with its attorneys regarding, and warranties shall be deemed to have been remade as of understands the date this Amendment becomes effective (unless a representation and warranty is stated to be given on and as of a specific date, in which case such representation and warranty shall be true, correct and complete as of such date)Amendment.

Representations and Warranties; Reaffirmation. 4.1 Parent and each of the Borrowers hereby represents and warrants that this that: (a) This Amendment and the Credit Agreement as previously executed and delivered and as amended and supplemented hereby constitute legal, valid and binding obligations of the Parent and the Borrowers and are enforceable against the Parent and the Borrowers in accordance with their terms. 4.2 (b) After giving effect to this Amendment and the consummation waiver of the Brice AcquisitionTROL Defaults required as a condition hereof, no Event of Default or Potential Event of Default ▇▇▇▇▇s exists or would result from any of the transactions contemplated by this Amendment. . (c) No event of default or default has occurred and is continuing under the terms of (a) any of the TROL DocumentsDocuments (after giving effect to the waiver of the TROL Defaults required as a condition hereof), (b) under any of the agreements and documents executed with respect to the Senior Subordinated Notes or under which the Senior Subordinated Notes have been issued, or (c) under any of the agreements and documents executed with respect to the BofA Note, (d) under any of the agreements and documents executed with respect to the Junior Subordinated Notes or under which the Junior Subordinated Notes have been issued or (e) under the LJH Note. 4.3 The Brice Acquisition has been consummated in accordance with all applica▇▇▇ ▇equirements of Law. Brice does not maintain Inventory of $250,000 or more with any bailee ▇▇ ▇onsignee. For purposes of Section 10.15 (d) None of the Credit Agreementholders of the Senior Subordinated Notes, Borrowers the trustee under the Indenture under which the Senior Subordinated Notes were issued, the holders of the Junior Subordinated Notes, the trustee under the Indenture under which the Junior Subordinated Notes were issued, the obligees under the TROL Documents (or Person acting on any such obligee's behalf), the obligees under the BofA Note or any of the agreements and Guarantors hereby notify the Agent and the Lenders that Brice has opened disbursement account number 38665294 with Citibank, ▇.▇. and also has opened lockbox number 2993 ▇▇ ▇▇▇ ▇ame of Citibank, N.A. f/a/o Brice Manufacturing Company documents executed in connection therewith, such lockbox b▇▇▇▇ ▇▇vered by the Collection Account Agreement executed by Brice holder of the LJH Note or any other agent or lender under any credit facility for the Borrowers or Guarantors shall have commenced the exercise of any remedies with respect to any default or event of default with respect thereto. (e) As of the funding of the initial installment of the LJH Note on the Amendment Effective Date. All sales , the aggregate amount of Inventory between ▇▇▇▇e, on payments due under the one hand, and any Borrower or any Guarantor, on the oth▇▇ ▇▇nd, have been and will be on terms no less favorable to such Borrower or Guarantor than those that might be obtained in an arm's length transaction at the time from Persons who are Keepwell Agreement does not Affiliates of the Borrowers and the Guarantors. Each of the Borrowers and Guarantors acknowledge that the Brice Acquisition is a "transaction contemplated by the Loan Document▇" ▇▇r all purposes of the Loan Documentsexceed $59,000. 4.4 4.2 Parent, each of the Borrowers and each of the Guarantors hereby reaffirm all covenants, representations and warranties made by it, and all Obligations owing by it, pursuant to the Credit Agreement (to the extent the same are not amended hereby), the Notes and the other Loan Documents to which it is a party and agree that all such covenants, representations and warranties shall be deemed to have been remade as of the date this Amendment becomes effective (unless a representation and warranty is stated to be given on and as of a specific date, in which case such representation and warranty shall be true, correct and complete as of such date).