Common use of REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BORROWER Clause in Contracts

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BORROWER. The Borrower hereby represents and warrants to, and covenants and agrees with, the Lenders that: A. The execution and delivery of this Amendment has been duly authorized by all requisite company action on the part of the Borrower. B. The representations and warranties of any Loan Party contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of this Amendment as though made at and as of such date. Since the Closing Date, no event or circumstance has occurred or existed which could reasonably be expected to have Material Adverse Effect. As of the date hereof and after giving effect to this Amendment, no Default has occurred and is continuing. C. Neither the Borrower nor any Affiliate of the Borrower is required to obtain any consent, approval or authorization from, or to file any declaration or statement with, any governmental instrumentality or other agency or any other person or entity in connection with or as a condition to the execution, delivery or performance of this Amendment. D. This Amendment constitutes the legal, valid and binding obligation of the Borrower and its Affiliates enforceable against them, jointly and severally, in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally or the application of principles of equity, whether in any action at law or proceeding in equity, and subject to the availability of the remedy of specific performance of any other equitable remedy or relief to enforce any right thereunder. E. The Borrower will satisfy all conditions set forth in SECTION VI.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BORROWER. The Borrower hereby represents and warrants to, and covenants and agrees with, the Lenders that: A. The execution and delivery of this Amendment has Agreement have been duly authorized by all requisite company corporate action on the part of the Borrower. B. The representations and warranties of any Loan Party contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of this Amendment Agreement as though made at and as of such date. Since the Closing Date, no event or circumstance No material adverse change has occurred in the assets, liabilities, financial condition, business or existed which could reasonably be expected to have Material Adverse Effect. As prospects of the date hereof and after giving effect Borrower from that disclosed in the financial statements most recently furnished to this Amendmentthe Lenders. No Event of Default, no Default or condition or event which would, with notice or the lapse of time or both, result in an Event of Default, has occurred and is continuing. C. Neither the Borrower nor any Affiliate of the Borrower is required to obtain any consent, approval or authorization from, or to file any declaration or statement with, any governmental instrumentality or other agency or any other person or entity in connection with or as a condition to the execution, delivery or performance of this AmendmentAgreement or the other Documents. D. This Amendment constitutes Agreement and the other Documents constitute the legal, valid and binding obligation obligations of the Borrower and its Affiliates enforceable against them, jointly and severally, in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally or the application of principles of equity, whether in any action at law or proceeding in equity, and subject to the availability of the remedy of specific performance or of any other equitable remedy or relief to enforce any right thereunder. E. The Borrower will satisfy all of the conditions set forth in SECTION VI5.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BORROWER. The Borrower hereby represents and warrants to, and covenants and agrees with, the Lenders that: A. The execution and delivery of this Amendment has have been duly authorized by all requisite company corporate action on the part of the Borrower. B. The After giving effect to this Amendment, all warranties and representations and warranties of any Loan Party contained set forth in the Credit Agreement and the other Loan Documents are true and correct in all material respects on (except to the extent they expressly relate to an earlier specified date or are affected by transactions or events occurring after the Closing Date and as permitted or not prohibited under the Credit Agreement). C. As of the date of this Amendment as though made at hereof and as of such date. Since since the Closing Date, no event or circumstance has occurred which has had or existed which could reasonably be expected to have a Material Adverse Effect. As of the date hereof and after . D. After giving effect to this Amendment, no Default has occurred and is continuing. C. E. Neither the Borrower nor any Affiliate of the Borrower its Affiliates is required to obtain any consent, approval or authorization from, or to file any declaration or statement with, any governmental instrumentality or other agency or any other person or entity (including without limitation the Parent and the Subsidiaries) in connection with or as a condition to the execution, delivery or performance of this Amendment. D. F. This Amendment constitutes the legal, valid and binding obligation of the Borrower and its Affiliates Borrower, enforceable against them, jointly and severally, it in accordance with their respective its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally or the application of principles of equity, whether in any action at law or proceeding in equity, and subject to the availability of the remedy of specific performance or of any other equitable remedy or relief to enforce any right thereunder. E. The Borrower will satisfy all conditions set forth in SECTION VI.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BORROWER. The Borrower hereby represents and warrants to, and covenants and agrees with, the Lenders that: A. The execution and delivery of this Amendment has been duly authorized by all requisite company action on the part of the Borrower. B. The representations and warranties of any Loan Party contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of this Amendment as though made at and as of such date. Since the Closing Date, no event or circumstance has occurred or existed which could reasonably be expected to have Material Adverse Effect. As of the date hereof and after giving effect to this Amendment, no Default has occurred and is continuing. C. Neither the Borrower nor any Affiliate of the Borrower is required to obtain any consent, approval or authorization from, or to file any declaration or statement with, any governmental instrumentality or other agency or any other person or entity in connection with or as a condition to the execution, delivery or performance of this Amendment. D. This Amendment constitutes the legal, valid and binding obligation of the Borrower and its Affiliates enforceable against them, jointly and severally, in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally or the application of principles of equity, whether in any action at law or proceeding in equity, and subject to the availability of the remedy of specific performance or of any other equitable remedy or relief to enforce any right thereunder. E. The Borrower will satisfy all of the conditions set forth in SECTION VIIV.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BORROWER. The Borrower hereby represents and warrants to, and covenants and agrees with, the Agent and the Lenders that: A. The execution and delivery of this Amendment has Amendment, the Joinder hereto and the Contribution Agreement have been duly authorized by all requisite company corporate action on the part of the Borrower, the Subsidiaries and the Parent. B. The representations and warranties of any Loan Party contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of this Amendment as though made at and as of such date. Since the Closing DateDate (and, without limitation thereof, since December 31, 2001), no event or circumstance has occurred or existed which could reasonably be expected to have a Material Adverse Effect. As of the date hereof and after giving effect to this Amendment, no Default has occurred and is continuing. C. Neither the Borrower nor any Affiliate of the Borrower (including without limitation the Subsidiaries and the Parent) is required to obtain any consent, approval or authorization from, or to file any declaration or statement with, any governmental instrumentality or other agency Governmental Authority (including any Specified Authority), or any other person or entity Person in connection with or as a condition to the execution, delivery or performance of this Amendment, the Joinder hereto or the Contribution Agreement. D. This Amendment constitutes Amendment, the Joinder hereto and the Contribution Agreement constitute the legal, valid and binding obligation obligations of the Borrower Borrower, its Subsidiaries and its Affiliates the Parent enforceable against them, jointly and severally, in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally or the application of principles of equity, whether in any action at law or proceeding in equity, and subject to the availability of the remedy of specific performance or of any other equitable remedy or relief to enforce any right thereunder. E. The Borrower will satisfy all conditions set forth in SECTION VI.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BORROWER. The Borrower hereby represents and warrants to, and covenants and agrees with, the Lenders that: A. The execution and delivery of this Amendment has Agreement have been duly authorized by all requisite company corporate action on the part of the Borrower. B. The representations and warranties of any Loan Party contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of this Amendment Agreement as though made at and as of such date. Since the Closing Date, no event or circumstance No material adverse change has occurred in the assets, liabilities, financial condition, business or existed which could reasonably be expected to have Material Adverse Effect. As prospects of the date hereof and after giving effect Borrower from that disclosed in the financial statements most recently furnished to this Amendmentthe Lenders. No Event of Default, no Default or condition or event which would, with notice or the lapse of time or both, result in an Event of Default, has occurred and is continuing. C. Neither the Borrower nor any Affiliate of the Borrower is required to obtain any consent, approval or authorization from, or to file any declaration or statement with, any governmental instrumentality or other agency or any other person or entity in connection with or as a condition to the execution, delivery or performance of this AmendmentAgreement or the other Documents. D. This Amendment constitutes Agreement and the other Documents constitute the legal, valid and binding obligation obligations of the Borrower and its Affiliates enforceable against them, jointly and severally, in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally or the application of principles of equity, whether in any action at law or proceeding in equity, and subject to the availability of the remedy of specific performance or of any other equitable remedy or relief to enforce any right thereunder. E. The Borrower will satisfy all of the conditions set forth in SECTION VI4.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BORROWER. The Borrower hereby represents and warrants to, and covenants and agrees with, the Lenders that: A. The execution and delivery of this Amendment has Agreement have been duly authorized by all requisite company corporate action on the part of the Borrower. B. The representations and warranties of any Loan Party contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of this Amendment Agreement as though made at and as of such date. Since the Closing Date, no event or circumstance No material adverse change has occurred in the assets, liabilities, financial condition, business or existed which could reasonably be expected to have Material Adverse Effect. As prospects of the date hereof Borrower and after giving effect its Subsidiaries from that disclosed in the financial statements most recently furnished to this Amendment, no the Lenders. No Default has occurred and is continuing. C. Neither the Borrower nor any Affiliate of the Borrower is required to obtain any consent, approval or authorization from, or to file any declaration or statement with, any governmental instrumentality or other agency or any other person or entity in connection with or as a condition to the execution, delivery or performance of this AmendmentAgreement or the other Loan Documents contemplated hereby, if any (the "Documents"). D. This Amendment constitutes Agreement and the other Documents constitute the legal, valid and binding obligation obligations of the Borrower and its Affiliates enforceable against them, jointly and severally, in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally or the application of principles of equity, whether in any action at law or proceeding in equity, and subject to the availability of the remedy of specific performance or of any other equitable remedy or relief to enforce any right thereunder. E. The Borrower will satisfy all of the conditions set forth in SECTION VI.SECTION

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BORROWER. The Borrower hereby represents and warrants to, and covenants and agrees with, the Agent and the Lenders that: A. The execution and delivery of this Amendment, the Joinder hereto and the First Amendment has to Contribution Agreement referred to in SECTION IV have been duly authorized by all requisite company corporate action on the part of the Borrower, the Subsidiaries and the Parent. B. The representations and warranties of any Loan Party contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of this Amendment as though made at and as of such date. Since the Closing DateDate (and, without limitation thereof, since December 31, 2001), no event or circumstance has occurred or existed which could reasonably be expected to have a Material Adverse Effect. As of the date hereof and after giving effect to this Amendment, no Default has occurred and is continuing. C. Neither the Borrower nor any Affiliate of the Borrower (including without limitation the Subsidiaries and the Parent) is required to obtain any consent, approval or authorization from, or to file any declaration or statement with, any governmental instrumentality or other agency Governmental Authority (including any Specified Authority), or any other person or entity Person in connection with or as a condition to the execution, delivery or performance of this Amendment, the Joinder hereto or the Contribution Agreement. D. This Amendment, the Joinder hereto and the First Amendment constitutes to Contribution Agreement referred to in SECTION IV constitute the legal, valid and binding obligation obligations of the Borrower Borrower, its Subsidiaries and its Affiliates the Parent enforceable against them, jointly and severally, in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally or the application of principles of equity, whether in any action at law or proceeding in equity, and subject to the availability of the remedy of specific performance or of any other equitable remedy or relief to enforce any right thereunder. E. The Borrower will satisfy all conditions set forth in SECTION VI.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BORROWER. The Borrower hereby represents and warrants to, and covenants and agrees with, the Lenders that: A. The execution and delivery of this Amendment has have been duly authorized by all requisite company corporate action on the part of the Borrower. B. The representations and warranties of any Loan Party contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of this Amendment as though made at and as of such date. Since the Closing Date, no event or circumstance No material adverse change has occurred in the assets, liabilities, financial condition, business or existed which could reasonably be expected to have Material Adverse Effect. As prospects of the date hereof Borrower and after giving effect its Subsidiaries from that disclosed in the financial statements most recently furnished to this Amendment, no the Lenders. No Default has occurred and is continuing. C. Neither the Borrower nor any Affiliate of the Borrower Borrower, including each of the Subsidiaries party to the Paxsxx Xxxuisition Documents, is required to obtain any consent, approval or authorization from, or to file any declaration or statement with, any governmental instrumentality or other agency or any other person or entity in connection with or as a condition to the execution, delivery or performance of this AmendmentAmendment or the other Loan Documents contemplated hereby, (the "Documents"). D. This Amendment constitutes and the other Documents constitute the legal, valid and binding obligation obligations of the Borrower and its Affiliates enforceable against them, jointly and severally, in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally or the application of principles of equity, whether in any action at law or proceeding in equity, and subject to the availability of the remedy of specific performance or of any other equitable remedy or relief to enforce any right thereunder. E. The Borrower will satisfy all conditions set forth in SECTION VI.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BORROWER. The Borrower hereby represents and warrants to, and covenants and agrees with, the Lenders that: A. The execution and delivery of this Amendment has have been duly authorized by all requisite company corporate action on the part of the Borrower. B. The After giving effect to this Amendment, all warranties and representations and warranties of any Loan Party contained set forth in the Credit Agreement and the other Loan Documents are true and correct in all material respects on (except to the extent they expressly relate to an earlier specified date or are affected by transactions or events occurring after the Closing Date and as permitted or not prohibited under the Credit Agreement). C. As of the date of this Amendment as though made at hereof and as of such date. Since since the Closing Date, no event or circumstance has occurred which has had or existed which could reasonably be expected to have a Material Adverse Effect. As of the date hereof and after . D. After giving effect to this Amendment, no Default has occurred and is continuing. C. Neither the Borrower nor any Affiliate E. None of the Borrower or any of its Affiliates is required to obtain any consent, approval or authorization from, or to file any declaration or statement with, any governmental instrumentality or other agency or any other person or entity (including without limitation the Parent and the Subsidiaries) in connection with or as a condition to the execution, delivery or performance of this Amendment. D. F. This Amendment constitutes the legal, valid and binding obligation of the Borrower and its Affiliates Borrower, enforceable against them, jointly and severally, it in accordance with their respective its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally or the application of principles of equity, whether in any action at law or proceeding in equity, and subject to the availability of the remedy of specific performance or of any other equitable remedy or relief to enforce any right thereunder. E. The Borrower G. Without limiting the generality of the foregoing, (a) all of the Obligations are permitted under, do not and will satisfy not violate, and constitute "Eligible Indebtedness" under, the New PCC Indenture, the New PCC Senior Notes and any and all conditions set forth other instruments and agreements entered into or issued in SECTION VIconnection therewith; and (b) the New PCC Senior Notes and the New PCC Indenture are permitted under, and do not and will not violate, the PCC Preferred Stock Designation, the PCC Indenture, the PCC Senior Notes and the Subordinated Debt Documents.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BORROWER. The Borrower hereby represents and warrants to, and covenants and agrees with, the Lenders that: A. The execution and delivery of this Amendment has have been duly authorized by all requisite company corporate action on the part of the Borrower. B. The representations and warranties of any Loan Party contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of this Amendment as though made at and as of such date. Since the Closing Date, no event or circumstance No material adverse change has occurred in the assets, liabilities, financial condition, business or existed which could reasonably be expected to have Material Adverse Effect. As prospects of the date hereof Borrower and after giving effect its Subsidiaries from that disclosed in the financial statements most recently furnished to this Amendment, no the Lenders. No Default has occurred and is continuing. C. Neither the Borrower nor any Affiliate of the Borrower is required to obtain any consent, approval or authorization from, or to file any declaration or statement with, any governmental instrumentality or other agency or any other person or entity in connection with or as a condition to the execution, delivery or performance of this AmendmentAmendment or the Studio Site Documents contemplated hereby (the "Documents"). D. This Amendment constitutes and the other Documents constitute, or will when executed and delivered constitute, the legal, valid and binding obligation obligations of the Borrower and its Affiliates enforceable against them, jointly and severally, in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally or the application of principles of equity, whether in any action at law or proceeding in equity, and subject to the availability of the remedy of specific performance or of any other equitable remedy or relief to enforce any right thereunder. E. The Borrower will satisfy all of the conditions set forth in SECTION VI.V.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BORROWER. The Borrower hereby represents and warrants to, and covenants and agrees with, the Lenders that: A. The execution and delivery of this Amendment has have been duly authorized by all requisite company corporate action on the part of the Borrower. B. The After giving effect to this Amendment, all warranties and representations and warranties of any Loan Party contained set forth in the Credit Agreement and the other Loan Documents are true and correct in all material respects on (except to the extent they expressly relate to an earlier specified date or are affected by transactions or events occurring after the Closing Date and as permitted or not prohibited under the Credit Agreement). C. As of the date of this Amendment as though made at hereof and as of such date. Since since the Closing Date, no event or circumstance has occurred which has had or existed which could reasonably be expected to have a Material Adverse Effect. As of the date hereof and after . D. After giving effect to this Amendment, no Default has occurred and is continuing. C. Neither the Borrower nor any Affiliate E. None of the Borrower or any of its Affiliates is required to obtain any consent, approval or authorization from, or to file any declaration or statement with, any governmental instrumentality or other agency or any other person or entity (including without limitation the Parent and the Subsidiaries) in connection with or as a condition to the execution, delivery or performance of this Amendment. D. F. This Amendment constitutes the legal, valid and binding obligation of the Borrower and its Affiliates Borrower, enforceable against them, jointly and severally, it in accordance with their respective its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally or the application of principles of equity, whether in any action at law or proceeding in equity, and subject to the availability of the remedy of specific performance or of any other equitable remedy or relief to enforce any right thereunder. E. The Borrower will satisfy all conditions set forth in SECTION VI.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BORROWER. The Borrower hereby represents and warrants to, and covenants and agrees with, the Agent, the Syndication Agent, the Documentation Agent, the Co-Arrangers and the Lenders that: A. The execution and delivery of this Amendment has been duly authorized by all requisite company corporate action on the part of the Borrower, the Subsidiaries and the Parent, as applicable. B. The representations and warranties of any Loan Party contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of this Amendment as though made at and as of such date, except to the extent they relate specifically to an earlier specified date or are affected by transactions or events occurring after the Closing Date and permitted or not prohibited under the Credit Agreement. Since the Closing DateDate (and, without limitation thereof, since December 31, 2000), no event or circumstance has occurred or existed which could reasonably be expected to have Material Adverse Effect. As of the date hereof and after giving effect to this Amendment, no Default has occurred and is continuing. C. Neither the Borrower nor any Affiliate of the Borrower is required to obtain any consent, approval or authorization from, or to file any declaration or statement with, any governmental instrumentality or other agency Governmental Authority (including any Specified Authority), or any other person or entity Person in connection with or as a condition to the execution, delivery or performance of this AmendmentAmendment or the Joinder. D. This Amendment constitutes and the Joinder referred to in Section IV constitute the legal, valid and binding obligation of the Borrower and its Affiliates enforceable against them, jointly and severally, in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally or the application of principles of equity, whether in any action at law or proceeding in equity, and subject to the availability of the remedy of specific performance or of any other equitable remedy or relief to enforce any right thereunder. E. F. The Borrower will satisfy all of the conditions set forth in SECTION VISection IV.