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

Representations and Warranties of the Company and the Guarantor. 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 the Guarantor (as to the Guarantor) hereby covenant, represent and warrant to the Banks and to the Agent that: (a) The Company is duly incorporated and the Guarantor is duly organized, each is validly existing and in good standing under the laws of the State of Wisconsin and each has the power and authority and the legal right to own and operate its property, to lease the property it operates, and to conduct the business in which it is currently engaged. (b) The Company and the Guarantor each has the power and authority to enter into, deliver, issue and perform all of its obligations under this Amendment. This Amendment, when duly executed and delivered on behalf of the Company and the Guarantor, will constitute the legal, valid and binding obligation of the Company and the Guarantor, enforceable against each in accordance with its 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 execution, delivery and performance of this Amendment, (i) has been duly authorized by all necessary action, where applicable, (ii) will not violate any requirement of law or any contractual obligation of the Company or the Guarantor, and (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 Agent in connection with the negotiation of, or pursuant to, this Agreement, contains any material misstatement of fact, omits to state a material fact, or omits any fact necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading. (e) The representations and warranties of the Company and the Guarantor contained in the Forbearance Agreement, as well as the statement set forth in Sections 1, 2 and 3 of the Original Agreement, are true and correct in all respects as of the date of this Amendment, except that the principal amount outstanding under the Obligations as of April ___, 2001 is $154,952,932.

Representations and Warranties of the Company and the Guarantor. In order to induce the Banks to enter into this AmendmentAgreement, and in recognition of the fact that the Banks and the Agent are acting in reliance thereupon, the Company (as to the Company) and the Guarantor (as to the Guarantor) hereby covenant, represent and warrant to the Banks and to the Agent that: (a) The Company is duly incorporated and the Guarantor is duly organized, each is validly existing and in good standing under the laws of the State of Wisconsin and each has the power and authority and the legal right to own and operate its property, to lease the property it operates, and to conduct the business in which it is currently engaged. (b) The chief executive office of the Company is, and continues to be, located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇. (c) The Company and the Guarantor each has the power and authority to enter into, deliver, issue and perform all of its obligations under this AmendmentAgreement. This AmendmentAgreement, when duly executed and delivered on behalf of the Company and the Guarantor, will constitute the legal, valid and binding obligation obligations of the Company and the Guarantor, Guarantor enforceable against each the Company and the Guarantor in accordance with its respective terms. (cd) 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 AmendmentAgreement. The execution, delivery and performance of this Amendment, Agreement (i) has been duly authorized by all necessary action, where applicable, (ii) will not violate any requirement of law or any contractual obligation of the Company or the Guarantor, Guarantor and (iii) will not result in, or require, the creation or imposition of any lien on any of their respective its properties or revenues pursuant to any requirement of law or contractual obligation. (de) No information, financial statement, exhibit or report furnished by the Company or the Guarantor to the Banks and the Agent in connection with the negotiation of, or pursuant to, this Agreement, Agreement contains any material misstatement of fact, omits to state a material fact, or omits any fact necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading. (e) The representations and warranties of the Company and the Guarantor contained in the Forbearance Agreement, as well as the statement set forth in Sections 1, 2 and 3 of the Original Agreement, are true and correct in all respects as of the date of this Amendment, except that the principal amount outstanding under the Obligations as of April ___, 2001 is $154,952,932.

Representations and Warranties of the Company and the Guarantor. 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 the Guarantor (as to the Guarantor) hereby covenant, represent and warrant to the Banks and to the Agent that: (a) The Company is duly incorporated and the Guarantor is duly organized, each is validly existing and in good standing under the laws of the State of Wisconsin and each has the power and authority and the legal right to own and operate its property, to lease the property it operates, and to conduct the business in which it is currently engaged. (b) The Company and the Guarantor each has the power and authority to enter into, deliver, issue and perform all of its obligations under this Amendment. This Amendment, when duly executed and delivered on behalf of the Company and the Guarantor, will constitute the legal, valid and binding obligation of the Company and the Guarantor, enforceable against each in accordance with its 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 execution, delivery and performance of this Amendment, (i) has been duly authorized by all necessary action, where applicable, (ii) will not violate any requirement of law or any contractual obligation of the Company or the Guarantor, and (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 Agent in connection with the negotiation of, or pursuant to, this Agreement, contains any material misstatement of fact, omits to state a material fact, or omits any fact necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading. (e) The representations and warranties of the Company and the Guarantor contained in the Forbearance Agreement, as well as the statement set forth in Sections 1, 2 and 3 of the Original Agreement, are true and correct in all respects as of the date of this Amendment, except that the principal amount outstanding under the Obligations as of April ___30, 2001 is One Hundred Fifty Four Million Nine Hundred Fifty Two Thousand Nine Hundred Thirty Two and 14/100 Dollars ($154,952,932154,952,932.14). (f) The Company acknowledges that the Banks have requested that the Company prepare and conduct business under a budget to avoid a diminution in the Banks' Collateral. Each budget contemplated by or prepared in connection with or in anticipation of this Amendment and the Second Amendment including the Approved Budget were prepared solely by the Company and its advisors without direction by the Banks, the Agent or their advisors as to particular creditors or expenses to be paid or not paid.