Common use of Acknowledgments and Affirmations Clause in Contracts

Acknowledgments and Affirmations. A. Borrower, the Agent and the Lender acknowledge and agree that capitalized terms used herein and without definition shall have the meanings assigned to them in the Loan Agreement. B. Borrower acknowledges and affirms that: 1. As of the close of business on April 8, 2009, Borrower is legally and validly indebted to the Lender under the Loan Agreement in the principal amount (including the face amount of outstanding Letters of Credit) of $19,506,788.62 (USD) with respect to the Revolving Loan and $2,110,721.09 (CAD) with respect to the Mortgage Loan, plus interest, fees and charges accrued and accruing thereon and thereunder, and there is no defense, offset or counterclaim with respect to any such indebtedness or independent claim or action against the Agent or the Lender. 2. Before giving effect to this Amendment, all indebtedness of Borrower to the Agent and the Lender, whenever and however arising, is secured by a duly perfected, first priority security interest in the Collateral. C. Borrower represents and warrants that: 1. The resolutions previously adopted by the Board of Directors of each Borrower with respect to the Loan Agreement and provided to Lender have not in any way been rescinded or modified and have been in full force and effect since their adoption to and including the date hereof and are now in full force and effect, except to the extent that they have been modified or supplemented to authorize this Agreement and the documents and transactions described herein. 2. Each Borrower has the corporate power and authority to enter into this Agreement and the transactions contemplated herein, and each Borrower has taken all necessary corporate action to authorize this Agreement and the transactions contemplated herein. 3. All representations, warranties and covenants contained in the Loan Agreement, and in the schedules and exhibits attached thereto, are true and correct on and as of the date hereof, are incorporated herein by reference and, with respect to each Borrower organized under the laws of any jurisdiction within the United States or Canada are hereby remade. D. Guarantor hereby represents and warrants that all representations, warranties and covenants contained in the ▇▇▇▇▇▇▇ Guarantee, and in the schedules and exhibits attached thereto are true and correct on and as of the date hereof, and are incorporated herein by reference and are hereby remade. E. The consummation of the transactions contemplated herein (a) is not prevented or limited by, nor does it conflict with or result in a breach of the terms, conditions or provisions of, any Borrower’s articles of incorporation or bylaws, or any evidence of indebtedness, agreement or instrument of whatever nature to which any Borrower is a party or by which any of them is bound, (b) does not constitute a default under any of the foregoing, and (c) does not violate any federal, state or local law, regulation or order of any court or agency which is binding upon any Borrower. F. Borrower, Lender and Agent agree that the Forbearance Agreement dated January 22, 2009, as amended on March 16, 2009, shall terminate as of the date of this Agreement.

Acknowledgments and Affirmations. A. Borrower, the Agent Borrower and the Lender Lenders acknowledge and agree that capitalized terms used herein and without definition shall have the meanings assigned to them in the Loan Agreement. B. Borrower acknowledges and affirms that: 1. As of the close of business on April 8March 1, 20092005, Borrower is legally and validly indebted to the Lender Lenders under the Loan Agreement in the principal amount (including the face amount of outstanding Letters of Credit) of $19,506,788.62 (USD) $ 22,243,181.14 with respect to the Revolving Loan Loan, $ 2,866,661.00 with respect to the Term Loans, $ 0.00 with respect to the BV Loans and $2,110,721.09 (CAD) CAD $ 2,322,024.02 with respect to the Mortgage Loan, plus interest, fees and charges accrued and accruing thereon and thereunder, and there is no defense, offset or counterclaim with respect to any such indebtedness or independent claim or action against the Agent or the LenderLenders. 2. Before giving effect to this Amendment, all All indebtedness of Borrower to the Agent and the Lender, Lenders whenever and however arising, is secured by a duly perfected, first priority security interest in the CollateralCollateral (or, in the case of QEP UK, Vitrex, ▇▇▇▇▇▇▇ Mexicana, S.A. de C.V., and P.R.C.I. SA a second priority security interest in the Collateral which is and shall be junior only to the liens described in subsection III (ii) below). C. Borrower represents and warrants that: 1. The resolutions previously adopted by the Board of Directors of each Borrower with respect to the Loan Agreement and provided to Lender Lenders have not in any way been rescinded or modified and have been in full force and effect since their adoption to and including the date hereof and are now in full force and effect, except to the extent that they have been modified or supplemented to authorize this Agreement and the documents and transactions described describe herein. 2. Each Borrower has the corporate power and authority to enter into this Agreement and the transactions contemplated herein, and each Borrower has taken all necessary corporate action to authorize this Agreement and the transactions contemplated herein. 3. All Except as amended by this Agreement, all representations, warranties and covenants contained in the Loan Agreement, and in the schedules and exhibits attached thereto, are true and correct on and as of the date hereof, are incorporated herein by reference and, with respect to each Borrower organized under the laws of any jurisdiction within with the United States States, Canada, the Netherlands, Australia or Canada the United Kingdom, are hereby remade, and, with respect to each other Borrower, are hereby remade to the best of their knowledge. 4. No Borrower is currently in default under the Loan Agreement, and no condition exists or has occurred which would constitute a default thereunder but for the giving of notice or passage of time, or both. D. Guarantor hereby represents and warrants that all representations, warranties and covenants contained in the ▇▇▇▇▇▇▇ Guarantee, and in the schedules and exhibits attached thereto are true and correct on and as of the date hereof, and are incorporated herein by reference and are hereby remade. E. The consummation of the transactions contemplated herein (a) is not prevented or limited by, nor does it conflict with or result in a breach of the terms, conditions or provisions of, any Borrower’s articles of incorporation or bylaws, or any evidence of indebtedness, agreement or instrument of whatever nature to which any Borrower is a party or by which any of them is bound, (b) does not constitute a default under any of the foregoing, and (c) does not violate any federal, state or local law, regulation or order of any court or agency which is binding upon any Borrower. F. Borrower, Lender and Agent agree that the Forbearance Agreement dated January 22, 2009, as amended on March 16, 2009, shall terminate as of the date of this Agreement.

Acknowledgments and Affirmations. A. Borrower, the Agent Borrower and the Lender Lenders acknowledge and agree that capitalized terms used herein and without definition shall have the meanings assigned to them in the Loan Agreement. B. Borrower acknowledges and affirms that: 1. As of the close of business on April May 8, 20092003, Borrower is legally and validly indebted to the Lender Lenders under the Loan Agreement in the principal amount (including the face amount of outstanding Letters of Credit) of $19,506,788.62 (USD) $ 20,770,184.72 with respect to the Revolving Loan Loan, $ 3,200,000.00 with respect to the Term Loans, $0.00 with respect to the BV Loans and $2,110,721.09 (CAD) 0.00 with respect to the Mortgage Loan, plus interest, fees and charges accrued and accruing thereon and thereunder, and there is no defense, offset or counterclaim with respect to any such indebtedness or independent claim or action against the Agent or the LenderLenders. 2. Before giving effect to this Amendment, all All indebtedness of Borrower to the Agent and the Lender, Lenders whenever and however arising, is secured by a duly perfected, first priority security interest in the Collateral. C. Borrower represents and warrants that: 1. The resolutions previously adopted by the Board of Directors of each Borrower with respect to the Loan Agreement and provided to Lender Lenders have not in any way been rescinded or modified and have been in full force and effect since their adoption to and including the date hereof and are now in full force and effect, except to the extent that they have been modified or supplemented to authorize this Agreement and the documents and transactions described describe herein. 2. Each Borrower has the corporate power and authority to enter into this Agreement and the transactions contemplated herein, and each Borrower has taken all necessary corporate action to authorize this Agreement and the transactions contemplated herein. 3. All Except as amended by this Agreement, all representations, warranties and covenants contained in the Loan Agreement, and in the schedules and exhibits attached thereto, are true and correct on and as of the date hereof, are incorporated herein by reference and, with respect to each Borrower organized under the laws of any jurisdiction within with the United States States, Canada, the Netherlands, Australia or Canada the United Kingdom, are hereby remade, and, with respect to each other Borrower, are hereby remade to the best of their knowledge. 4. No Borrower is currently in default under the Loan Agreement, and no condition exists or has occurred which would constitute a default thereunder but for the giving of notice or passage of time, or both. D. Guarantor hereby represents and warrants that all representations, warranties and covenants contained in the ▇▇▇▇▇▇▇ Guarantee, and in the schedules and exhibits attached thereto are true and correct on and as of the date hereof, and are incorporated herein by reference and are hereby remade. E. The consummation of the transactions contemplated herein (a) is not prevented or limited by, nor does it conflict with or result in a breach of the terms, conditions or provisions of, any Borrower’s articles of incorporation or bylaws, or any evidence of indebtedness, agreement or instrument of whatever nature to which any Borrower is a party or by which any of them is bound, (b) does not constitute a default under any of the foregoing, and (c) does not violate any federal, state or local law, regulation or order of any court or agency which is binding upon any Borrower. F. Borrower, Lender and Agent agree that the Forbearance Agreement dated January 22, 2009, as amended on March 16, 2009, shall terminate as of the date of this Agreement.

Acknowledgments and Affirmations. A. Borrower, the Agent and the Lender Lenders acknowledge and agree that capitalized terms used herein and without definition shall have the meanings assigned to them in the Loan Agreement. B. Borrower acknowledges and affirms that: 1. As of the close of business on April 8October 1, 20092008, Borrower is legally and validly indebted to the Lender Lenders under the Loan Agreement in the principal amount (including the face amount of outstanding Letters of Credit) of $19,506,788.62 30,124,466.38 (USD) with respect to the Revolving Loan and $2,110,721.09 2,226,332.87 (CAD)) with respect to the Mortgage Loan, plus interest, fees and charges accrued and accruing thereon and thereunder, and there is no defense, offset or counterclaim with respect to any such indebtedness or independent claim or action against the Agent or the LenderLenders. 2. Before giving effect to this Amendment, all indebtedness of Borrower to the Agent and the LenderLenders, whenever and however arising, is secured by a duly perfected, first priority security interest in the Collateral. C. Borrower represents and warrants that: 1. The resolutions previously adopted by the Board of Directors of each Borrower with respect to the Loan Agreement and provided to Lender Lenders have not in any way been rescinded or modified and have been in full force and effect since their adoption to and including the date hereof and are now in full force and effect, except to the extent that they have been modified or supplemented to authorize this Agreement and the documents and transactions described herein. 2. Each Borrower has the corporate power and authority to enter into this Agreement and the transactions contemplated herein, and each Borrower has taken all necessary corporate action to authorize this Agreement and the transactions contemplated herein. 3. All representations, warranties and covenants contained in the Loan Agreement, and in the schedules and exhibits attached thereto, are true and correct on and as of the date hereof, are incorporated herein by reference and, with respect to each Borrower organized under the laws of any jurisdiction within the United States or Canada are hereby remade. 4. No Borrower is currently in default under the Loan Agreement, and no condition exists or has occurred which would constitute a default thereunder but for the giving of notice or passage of time, or both. D. Guarantor hereby represents and warrants that that, all representations, warranties and covenants contained in the ▇▇▇▇▇▇▇ Guarantee, and in the schedules and exhibits attached thereto thereto, are true and correct on and as of the date hereof, and are incorporated herein by reference and are hereby remade. E. The consummation of the transactions contemplated herein (a) is not prevented or limited by, nor does it conflict with or result in a breach of the terms, conditions or provisions of, any Borrower’s articles of incorporation or bylaws, or any evidence of indebtedness, agreement or instrument of whatever nature to which any Borrower is a party or by which any of them is bound, (b) does not constitute a default under any of the foregoing, and (c) does not violate any federal, state or local law, regulation or order of any court or agency which is binding upon any Borrower. F. Borrower, Lender and Agent agree that the Forbearance Agreement dated January 22, 2009, as amended on March 16, 2009, shall terminate as of the date of this Agreement.