Common use of REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT Clause in Contracts

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date of this Amendment: (i) the Borrower has full power and authority to execute and deliver this Third Amendment, (ii) this Third Amendment has been duly executed and delivered by the Borrower, and (iii) this Third Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with the terms hereof (subject as to enforcement of remedies to any applicable bankruptcy, reorganization, moratorium, or other laws or principles of equity affecting the enforcement of creditors’ rights generally); (b) there exists no Event of Default or Default under the Credit Agreement as amended hereby both before and after giving effect to this Third Amendment; (c) the representations and warranties set forth in the Credit Agreement as amended hereby and other Loan Documents are true and correct on the date hereof both before and after giving effect to this Third Amendment, except that any representations and warranties made as of a specific date are true and correct in all material respects as of such date; (d) the Credit Agreement, as amended hereby, and the other Loan Documents remain in full force and effect; and (e) neither the execution, delivery and performance of this Third Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law or Organization Documents of the Borrower, or any indenture, agreement or other instrument to which the Borrower or any of its property is subject; and (f) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person not previously obtained is required for the execution, delivery or performance by the Borrower of this Third Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date of this Amendmenthereof: (i) the Borrower has full all requisite power and authority to execute and deliver this Third AmendmentWaiver, (ii) this Third Amendment Waiver has been duly executed and delivered by the Borrower, and (iii) this Third Amendment Waiver and the Credit Agreement, as amended hereby, Agreement constitute the legal, valid and legally binding obligations of the Borrower, enforceable against the Borrower in accordance with the terms hereof (subject their respective terms, except as to enforcement of remedies to any applicable bankruptcy, reorganization, moratorium, or other laws or principles of equity affecting the enforcement of creditors’ rights generally)limited by Debtor Laws; (b) after giving effect to this Waiver, there exists no Event of Default or Default under the Credit Agreement as amended hereby both before and Agreement; (c) after giving effect to this Third Amendment; (c) Waiver, the representations and warranties set forth in the Credit Agreement as amended hereby and the other International Loan Documents are true and correct in all material respects on the date hereof both before and after giving effect to this Third Amendmenthereof, except to the extent that any such representations and warranties made as of a specific date are specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; (d) the Credit Agreement, as amended hereby, Agreement and the other International Loan Documents remain in full force and effect; and (e) neither the execution, delivery and performance of this Third Amendment Waiver or the Credit Agreement, as amended hereby, Agreement nor the consummation of any transactions contemplated herein or therein, will conflict with any Law or (i) contravene the terms of the Organization Documents of the Borrower, (ii) violate any Governmental Requirement or (iii) conflict with any indenture, agreement or other instrument Obligation to which the Borrower or any is a party; except in the case of its property is subject; and clauses (fii) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person and (iii) to the extent that such conflict could not previously obtained is required for the execution, delivery or performance by the Borrower of this Third Amendmentreasonably be expected to have a Material Adverse Effect.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date of this Amendmenthereof: (i) the Borrower has full all requisite power and authority to execute and deliver this Third Amendment, (ii) this Third Amendment has been duly executed and delivered by the Borrower, and (iii) this Third Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and legally binding obligations of the Borrower, enforceable against the Borrower in accordance with the terms hereof (subject their respective terms, except as to enforcement of remedies to any applicable bankruptcy, reorganization, moratorium, or other laws or principles of equity affecting the enforcement of creditors’ rights generally)limited by Debtor Laws; (b) there exists no Event of Default or Default under the Credit Agreement as amended hereby both before and after giving effect to this Third Amendment; (c) the representations and warranties set forth in the Credit Agreement as amended hereby and other International Loan Documents are true and correct in all material respects on the date hereof both before and after giving effect to this Third Amendment, except to the extent that any such representations and warranties made as of a specific date are specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; (d) the Credit Agreement, as amended hereby, and the other International Loan Documents remain in full force and effect; and (e) neither the execution, delivery and performance of this Third Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law or (a) contravene the terms of the Organization Documents of the Borrower, (b) violate any Governmental Requirement or (c) conflict with any indenture, agreement or other instrument Obligation to which the Borrower or any is a party; except in the case of its property is subject; and clauses (fb) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person and (c) above to the extent that such conflict could not previously obtained is required for the execution, delivery or performance by the Borrower of this Third Amendmentreasonably be expected to have a Material Adverse Effect.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date of this Amendmenthereof: (i) the Borrower has full all requisite power and authority to execute and deliver this Third Second Amendment, (ii) this Third Second Amendment has been duly executed and delivered by the Borrower, and (iii) this Third Second Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and legally binding obligations of the Borrower, enforceable against the Borrower in accordance with the terms hereof (subject their respective terms, except as to enforcement of remedies to any applicable bankruptcy, reorganization, moratorium, or other laws or principles of equity affecting the enforcement of creditors’ rights generally)limited by Debtor Laws; (b) there exists no Event of Default or Default under the Credit Agreement as amended hereby both before and after giving effect to this Third Second Amendment; (c) the representations and warranties set forth in the Credit Agreement as amended hereby and other International Loan Documents are true and correct in all material respects on the date hereof both before and after giving effect to this Third Second Amendment, except to the extent that any such representations and warranties made as of a specific date are specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; (d) the Credit Agreement, as amended hereby, and the other International Loan Documents remain in full force and effect; and (e) neither the execution, delivery and performance of this Third Second Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law or (a) contravene the terms of the Organization Documents of the Borrower, or (b) violate any indenture, agreement or other instrument Governmental Requirement or (c) conflict with any Obligation to which the Borrower or any is a party; except in the case of its property is subject; and clauses (fb) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person and (c) above to the extent that such conflict could not previously obtained is required for the execution, delivery or performance by the Borrower of this Third Amendmentreasonably be expected to have a Material Adverse Effect.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date of this Amendmenthereof: (i) the Borrower has full all requisite power and authority to execute and deliver this Third Fourth Amendment, (ii) this Third Fourth Amendment has been duly executed and delivered by the Borrower, and (iii) this Third Fourth Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and legally binding obligations of the Borrower, enforceable against the Borrower in accordance with the terms hereof (subject their respective terms, except as to enforcement of remedies to any applicable bankruptcy, reorganization, moratorium, or other laws or principles of equity affecting the enforcement of creditors’ rights generally)limited by Debtor Laws; (b) there exists no Event of Default or Default under the Credit Agreement as amended hereby both before and after giving effect to this Third Fourth Amendment; (c) the representations and warranties set forth in the Credit Agreement as amended hereby and other International Loan Documents are true and correct in all material respects on the date hereof both before and after giving effect to this Third Fourth Amendment, except to the extent that any such representations and warranties made as of a specific date are specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; (d) the Credit Agreement, as amended hereby, and the other International Loan Documents remain in full force and effect; and (e) neither the execution, delivery and performance of this Third Fourth Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law or (a) contravene the terms of the Organization Documents of the Borrower, (b) violate any Governmental Requirement or (c) conflict with any indenture, agreement or other instrument Obligation to which the Borrower or any is a party; except in the case of its property is subject; and clauses (fb) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person and (c) above to the extent that such conflict could not previously obtained is required for the execution, delivery or performance by the Borrower of this Third Amendmentreasonably be expected to have a Material Adverse Effect.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower Company represents and warrants that, as of the date of this Amendmenthereof and after giving effect to the amendments contemplated by the foregoing Section 1: (ia) the Borrower representations and warranties contained in the Loan Agreement are true and correct on and as of the date hereof as if made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) Company has full power and authority to execute and deliver this Third Amendment, the $40,000,000 Note payable to the order of NationsBank in the form of Exhibit A hereto (iithe "NationsBank Note"), the $25,000,000 Note payable to the order of Bank of America in the form of Exhibit B hereto (the "Bank of America Note"), and the $15,000,000 Note payable to the order of Comerica in the form of Exhibit C hereto (the "Comerica Note") (the NationsBank Note, the Bank of America Note and the Comerica Note are collectively referred to herein as the "Notes"), and this Third Amendment has been duly executed and delivered by Amendment, the Borrower, and (iii) this Third Amendment and the Credit Loan Agreement, as amended hereby, and the Notes constitute the legal, valid and binding obligations of the BorrowerCompany, enforceable in accordance with the terms hereof (subject their respective terms, except as to enforcement of remedies to any enforceability may be limited by applicable bankruptcy, reorganization, moratorium, or other debtor relief laws or and by general principles of equity affecting the (regardless of whether enforcement of creditors’ rights generally); (b) there exists no Event of Default or Default under the Credit Agreement as amended hereby both before and after giving effect to this Third Amendment; (c) the representations and warranties set forth is sought in the Credit Agreement as amended hereby and other Loan Documents are true and correct on the date hereof both before and after giving effect to this Third Amendment, except that any representations and warranties made as of a specific date are true and correct in all material respects as of such date;a (d) the Credit Agreement, as amended hereby, and the other Loan Documents remain in full force and effect; and (e) neither the execution, delivery and performance of this Third Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law or Organization Documents of the Borrower, or any indenture, agreement or other instrument to which the Borrower or any of its property is subject; and (f) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person not previously obtained (other than the Board of Directors of Company), is required for the execution, delivery or performance by the Borrower Company of this Third AmendmentAmendment or the Notes or the acknowledgement of this Third Amendment by each Subsidiary which executed the Guaranty Agreement (a "Guarantor").

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date of this Amendmenthereof: (i) the Borrower has full all requisite power and authority to execute and deliver this Third First Amendment, (ii) this Third First Amendment has been duly executed and delivered by the Borrower, and (iii) this Third First Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and legally binding obligations of the Borrower, enforceable against the Borrower in accordance with the terms hereof (subject their respecitve terms, except as to enforcement of remedies to any applicable bankruptcy, reorganization, moratorium, or other laws or principles of equity affecting the enforcement of creditors’ rights generally)limited by Debtor Laws; (b) there exists no Event of Default or Default under the Credit Agreement as amended hereby both before and after giving effect to this Third First Amendment; (c) the representations and warranties set forth in the Credit Agreement as amended hereby and other International Loan Documents are true and correct in all material respects on the date hereof both before and after giving effect to this Third First Amendment, except to the extent that any such representations and warranties made as of a specific date are specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; (d) the Credit Agreement, as amended hereby, and the other International Loan Documents remain in full force and effect; and (e) neither the execution, delivery and performance of this Third First Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law or (a) contravene the terms of the Organization Documents of the Borrower, (b) violate any Governmental Requirement or (c) conflict with any indenture, agreement or other instrument Obligation to which the Borrower or any is a party; except in the case of its property is subject; and clauses (fb) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person and (c) above to the extent that such conflict could not previously obtained is required for the execution, delivery or performance by the Borrower of this Third Amendmentreasonably be expected to have a Material Adverse Effect.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date of this Amendmenthereof: (i) the Borrower has full all requisite power and authority to execute and deliver this Third Fifth Amendment, (ii) this Third Fifth Amendment has been duly executed and delivered by the Borrower, and (iii) this Third Fourth Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and legally binding obligations of the Borrower, enforceable against the Borrower in accordance with the terms hereof (subject their respective terms, except as to enforcement of remedies to any applicable bankruptcy, reorganization, moratorium, or other laws or principles of equity affecting the enforcement of creditors’ rights generally)limited by Debtor Laws; (b) there exists no Event of Default or Default under the Credit Agreement as amended hereby both before and after giving effect to this Third Fifth Amendment; (c) the representations and warranties set forth in the Credit Agreement as amended hereby and other International Loan Documents are true and correct in all material respects on the date hereof both before and after giving effect to this Third Fifth Amendment, except to the extent that any such representations and warranties made as of a specific date are specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; (d) the Credit Agreement, as amended hereby, and the other International Loan Documents remain in full force and effect; and (e) neither the execution, delivery and performance of this Third Fifth Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law or (a) contravene the terms of the Organization Documents of the Borrower, (b) violate any Governmental Requirement or (c) conflict with any indenture, agreement or other instrument Obligation to which the Borrower or any is a party; except in the case of its property is subject; and clauses (fb) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person and (c) above to the extent that such conflict could not previously obtained is required for the execution, delivery or performance by the Borrower of this Third Amendmentreasonably be expected to have a Material Adverse Effect.