Common use of Representations, Warranties, Covenants and Acknowledgments Clause in Contracts

Representations, Warranties, Covenants and Acknowledgments. To induce the Agent and Lender to enter into this Amendment, each Credit Party does hereby: (a) represent and warrant that (i) as of the date of this Amendment, Borrower has delivered to Agent complete and correct copies of each of the Bay City APA and the Brenham APA (in each case, including all schedules, exhibits, amendments, supplements and modifications); (ii) no Credit Party and, to the knowledge of each Credit Party, no other party to the Bay City APA or the Brenham APA is in default in the performance or compliance with any provisions of the Bay City APA or the Brenham APA, as the case may be; (iii) each of the Bay City APA and the Brenham APA are in full force and effect as of the date of this Amendment and neither the Bay City APA nor the Brenham APA has been terminated, rescinded or withdrawn; and (iv) neither any Credit Party nor, to knowledge of any Credit Party, any other Person party to the Bay City APA or the Brenham APA has been informed that the approval of any Governmental Authority required for consummation of the Bay City Asset Sale or the Brenham Asset Sale, as the case may be, is not reasonably expected to be obtained on or prior to September 30, 2005; (b) further represent and warrant that (i) as of the date hereof, all of the representations and warranties made or deemed to be made under the Loan Documents are true and correct, except for such representations and warranties which, by their express terms, are applicable only to the Closing Date; (ii) as of the date hereof, after giving effect to the terms hereof, there exists no Default or Event of Default under the Loan Agreement or any of the other Loan Documents; (iii) such Credit Party has the power and is duly authorized to enter into, deliver and perform this Amendment; and (iv) this Amendment is the legal, valid and binding obligation of such Credit Party enforceable against such Credit Party in accordance with its terms; and (c) reaffirm each of the agreements, covenants, and undertakings set forth in the Loan Agreement and each and every other Loan Document executed in connection therewith or pursuant thereto as if such Credit Party were making said agreements, covenants and undertakings on the date hereof; and (d) acknowledge and agree that no right of offset, defense, counterclaim, claim, causes of action or objection in favor of such Credit Party against the Agent or Lender exists arising out of or with respect to (i) this Amendment, the Loan Agreement or any of the other Loan Documents or (ii) any other documents now or heretofore evidencing, securing or in any way relating to the foregoing.

Representations, Warranties, Covenants and Acknowledgments. To induce the Agent and Lender Lenders to enter into this Amendment, each Credit Party Agreement: Each Borrower and Guarantor does hereby: (a) represent and warrant that (i) as of the date of this Amendment, Borrower has delivered to Agent complete and correct copies of each of the Bay City APA and the Brenham APA (in each case, including all schedules, exhibits, amendments, supplements and modifications); (ii) no Credit Party and, to the knowledge of each Credit Party, no other party to the Bay City APA or the Brenham APA is in default in the performance or compliance with any provisions of the Bay City APA or the Brenham APA, as the case may be; (iii) each of the Bay City APA and the Brenham APA are in full force and effect as of the date of this Amendment and neither the Bay City APA nor the Brenham APA has been terminated, rescinded or withdrawn; and (iv) neither any Credit Party nor, to knowledge of any Credit Party, any other Person party to the Bay City APA or the Brenham APA has been informed that the approval of any Governmental Authority required for consummation of the Bay City Asset Sale or the Brenham Asset Sale, as the case may be, is not reasonably expected to be obtained on or prior to September 30, 2005; (b) further hereby represent and warrant that (i) as of the date hereof, all of the representations and warranties made or deemed to be made under the Forbearance Agreement and the other Loan Documents are true and correct, except for such representations and warranties which, by their express terms, are applicable only to the Closing Date; (ii) as of the date hereof, after giving effect to the terms hereof, there exists no (A) default or breach of the Forbearance Agreement or (B) Default or Event of Default under the Loan Agreement or any of the other Loan Documents; , (iii) such Credit Party Borrower and Guarantor has the power and is duly authorized to enter into, deliver and perform this Amendment; Agreement, and (iv) this Amendment Agreement and each of the Forbearance Agreement and the other Loan Documents is the legal, valid and binding obligation of the such Credit Party Borrower and Guarantor enforceable against such Credit Party it in accordance with its terms; and (c) and Each Borrower and Guarantor does hereby reaffirm each of the agreements, covenants, and undertakings set forth in the Loan Forbearance Agreement and each and every other Loan Document executed in connection therewith or pursuant thereto as if such Credit Party Borrower or Guarantor were making said agreements, covenants and undertakings on the date hereof; and (d) and Each Borrower and Guarantor does hereby acknowledge and agree that no right of offset, defense, counterclaim, claim, causes of action or objection in favor of such Credit Party any Borrower or Guarantor against the Agent or any Lender exists arising out of or with respect to (i) the Secured Obligations, this AmendmentAgreement, the Forbearance Agreement, the Loan Agreement or any of the other Loan Documents or Documents, (ii) any other documents now or heretofore evidencing, securing or in any way relating to the foregoingforegoing or (iii) the administration or funding of the Revolving Credit Loans; Each Borrower and Guarantor does hereby acknowledge and agree that any and all references to the Loan Agreement herein or in the Forbearance Agreement shall mean and refer to the Loan Agreement, as amended by (i) that certain First Amendment to Post-Confirmation Loan and Security Agreement, dated August 31, 2000, (ii) that certain Second Amendment to Post-Confirmation Loan and Security Agreement, dated January 26, 2001, and (iii) that certain Third Amendment to Post-Confirmation Loan and Security Agreement, as contained herein; and Each of Borrowers and Guarantors hereby acknowledge and agree that no payment of any type or nature whatsoever will be made with respect to Borrowers' 12% Senior Subordinated Notes, due 2005, during the Forbearance Period; and Each of Borrowers and Guarantors hereby acknowledge and agree that neither Agent nor any Lender shall have any obligation of any nature whatsoever (nor shall any Borrower or Guarantor claim any such obligation exists) to continue to provide financial accommodations to any Borrower or Guarantor other than in strict accordance with this the Forbearance Agreement, the Loan Agreement and the other Loan documents (as modified herein) during the Forbearance Period.