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: (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. (b) After giving effect to this Amendment, no Event of Default or Potential Event of Default 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, (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. (d) None of the holders of the Senior Subordinated Notes, 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 documents executed in connection therewith, the obligees under the LJH Note Documents 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) All obligations under the BofA Note Documents have been satisfied. 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 Parent and each of the Borrowers hereby represents and warrants 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. (b) After giving effect to this AmendmentAmendment and the waiver of the TROL Defaults required as a condition hereof, no Event of Default or Potential Event of Default 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, (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 under the LJH Note DocumentsNote. (d) None of the holders of the Senior Subordinated Notes, 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 documents executed in connection therewith, the obligees under holder of the LJH Note Documents 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) All obligations As of the funding of the initial installment of the LJH Note on the Amendment Effective Date, the aggregate amount of payments due under the BofA Note Documents have been satisfiedKeepwell Agreement does not exceed $59,000. 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 Parent and each of the Borrowers hereby represents and warrants that: (a) This that 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. (b) 4.2 After giving effect to this AmendmentAmendment and the consummation of the Brice Acquisition, no Event of Default or Potential Event of Default exists ▇▇▇▇▇s 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 . 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 agreements Credit Agreement, Borrowers and documents executed Guarantors hereby notify the Agent and the Lenders that Brice has opened disbursement account number 38665294 with respect to the Junior Subordinated Notes or under which the Junior Subordinated Notes have been issued or (e) any Citibank, ▇.▇. and also has opened lockbox number 2993 ▇▇ ▇▇▇ ▇ame of the LJH Note Documents. (d) None of the holders of the Senior Subordinated NotesCitibank, 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 documents executed N.A. f/a/o Brice Manufacturing Company in connection therewith, such lockbox b▇▇▇▇ ▇▇vered by the obligees under Collection Account Agreement executed by Brice on the LJH Note Documents Amendment Effective Date. All sales of Inventory between ▇▇▇▇e, on the one hand, and any Borrower or any other agent Guarantor, on the oth▇▇ ▇▇nd, have been and will be on terms no less favorable to such Borrower or lender under any credit facility for 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 or and the Guarantors. Each of the Borrowers and Guarantors shall have commenced acknowledge that the exercise Brice Acquisition is a "transaction contemplated by the Loan Document▇" ▇▇r all purposes of any remedies with respect to any default or event of default with respect theretothe Loan Documents. (e) All obligations under the BofA Note Documents have been satisfied. 4.2 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 3.1 Parent and each of the Borrowers hereby represents and warrants 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. (b) After giving effect to this AmendmentExcept as described in Section 2.1 above, no Event of Default or Potential Event of Default 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, (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. (d) None of the holders of the Senior Subordinated Notes, 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 documents executed in connection therewith, the obligees under the LJH Note Documents 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) All obligations under the BofA Note Documents have been satisfied. 4.2 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).