Common use of BORROWER'S REPRESENTATIONS AND WARRANTIES Clause in Contracts

BORROWER'S REPRESENTATIONS AND WARRANTIES. The Borrower hereby represents, warrants and certifies that: (a) The representations and warranties made by it in Article VIII of the Credit Agreement are true on and as of the date hereof before and after giving effect to this Agreement except that the financial statements referred to in Section 8.6(a) shall be those most recently furnished to each Lender pursuant to Section 9.1(a) and (b) of the Credit Agreement; (b) The Borrower has the power and authority to execute and perform this Agreement and has taken all action required for the lawful execution, delivery and performance thereof; (c) Except as has been disclosed to the Agent and the Lenders in writing, there has been no material adverse change in the condition, financial or otherwise, of the Borrower and its Subsidiaries, taken as a whole, since the date of the most recent financial reports of the Borrower received by each Lender under Section 9.1(a) of the Credit Agreement after giving effect to the transaction contemplated by this Agreement; (d) The business and properties of the Borrower and its Subsidiaries are not, and since the date of the most recent financial report of the Borrower and its Subsidiaries received by the Agent under Section 9.1(a) of the Credit Agreement have not been, adversely affected in any substantial way as the result of any fire, explosion, earthquake, accident, strike, lockout, combination of workmen, flood, embargo, riot, activities of armed forces, war or acts of God or the public enemy, or cancellation or loss of any major contracts; and (e) No Default or Event of Default has occurred and is continuing.

BORROWER'S REPRESENTATIONS AND WARRANTIES. The Borrower hereby represents, warrants and certifies that: (a) The representations and warranties made by it in Article VIII of the Credit Agreement (other than Section 8.6(b) to the extent certain material adverse changes in the condition of the Borrower and its Subsidiaries have been disclosed to the Agent and the Lenders) are true on and as of the date hereof before and after giving effect to this Agreement except that the financial statements referred to in Section 8.6(a8.6(c) shall be those most recently furnished to each Lender pursuant to Section 9.1(a) and (b) of the Credit Agreement; (b) The Borrower and each Guarantor has the power and authority to execute and perform this Agreement and has taken all action required for the lawful execution, delivery and performance thereof;. (c) Except as has been disclosed to the Agent and the Lenders in writing, there There has been no material adverse change in the condition, financial or otherwise, of the Borrower and its Subsidiaries, taken as a whole, Subsidiaries since the date of the most recent financial reports of the Borrower received by each Lender delivered under Section 9.1(a) 9.1 of the Credit Agreement after giving effect to the transaction contemplated by this Agreement; (d) The business No event has occurred and properties no condition exists which, upon the consummation of the transaction contemplated hereby, constituted a Default or an Event of Default on the part of the Borrower and its Subsidiaries are not, and since the date of the most recent financial report of the Borrower and its Subsidiaries received by the Agent under Section 9.1(a) of the Credit Agreement have not been, adversely affected in any substantial way as the result of any fire, explosion, earthquake, accident, strike, lockout, combination of workmen, flood, embargo, riot, activities of armed forces, war or acts of God or the public enemyNotes either immediately or with the lapse of time or the giving of notice, or cancellation or loss of any major contracts; and (e) No Default or Event of Default has occurred and is continuingboth.

BORROWER'S REPRESENTATIONS AND WARRANTIES. The Borrower hereby ----------------------------------------- represents, warrants and certifies that: (a) The representations and warranties made by it in Article VIII of ------------ the Credit Agreement are true on and as of the date hereof before and after giving effect to this Agreement except that the financial statements referred to in Section 8.6(a) shall be those most recently furnished to -------------- each Lender pursuant to Section 9.1(a) and (b) of the Credit Agreement;; -------------- --- (b) The Borrower has the power and authority to execute and perform this Agreement and has taken all action required for the lawful execution, delivery and performance thereof; (c) Except as has been disclosed to the Agent and the Lenders in writing, there has been no material adverse change in the condition, financial or otherwise, of the Borrower and its Subsidiaries, taken as a whole, since the date of the most recent financial reports of the Borrower received by each Lender under Section 9.1(a) of the Credit Agreement after -------------- giving effect to the transaction contemplated by this Agreement; (d) The business and properties of the Borrower and its Subsidiaries are not, and since the date of the most recent financial report of the Borrower and its Subsidiaries received by the Agent under Section 9.1(a) -------------- of the Credit Agreement have not been, adversely affected in any substantial way as the result of any fire, explosion, earthquake, accident, strike, lockout, combination of workmen, flood, embargo, riot, activities of armed forces, war or acts of God or the public enemy, or cancellation or loss of any major contracts; and (e) No Default or Event of Default has occurred and is continuing.

BORROWER'S REPRESENTATIONS AND WARRANTIES. The Borrower hereby represents, warrants and certifies that: (a) The representations and warranties made by it in Article VIII of the Credit Agreement are true on and as of the date hereof before and after giving effect to this Agreement except that the financial statements referred to in Section 8.6(a) shall be those most recently furnished to each Lender pursuant to Section 9.1(a) and (b) of the Credit Agreement; (b) The Borrower has the power and authority to execute and perform this Agreement and has taken all action required for the lawful execution, delivery and performance thereof; (c) Except as has been disclosed to the Agent and the Lenders in writing, there There has been no material adverse change in the condition, financial or otherwise, of the Borrower and its Subsidiaries, taken as a whole, since the date of the most recent financial reports of the Borrower received by each Lender under Section 9.1(a) of the Credit Agreement after giving effect to the transaction contemplated by this Agreement; (d) The business and properties of the Borrower and its Subsidiaries are not, and since the date of the most recent financial report of the Borrower and its Subsidiaries received by the Agent under Section 9.1(a) of the Credit Agreement have not been, adversely affected in any substantial way as the result of any fire, explosion, earthquake, accident, strike, lockout, combination of workmen, flood, embargo, riot, activities of armed forces, war or acts of God or the public enemy, or cancellation or loss of any major contracts; and (e) No Default or Event of Default has occurred and is continuing.

BORROWER'S REPRESENTATIONS AND WARRANTIES. The Borrower hereby ----------------------------------------- represents, warrants and certifies that: (a) The representations and warranties made by it in Article VIII VII of ----------- the Credit Agreement are true on and as of the date hereof before and after giving effect to this Agreement Amendment except that the financial statements referred to in Section 8.6(a7.6(a) shall be those most recently furnished to each Lender -------------- pursuant to Section 9.1(a8.1(a) and (b) of the Credit Agreement;; ---------------------- (b) The Borrower and each Guarantor has the power and authority to execute and perform this Agreement Amendment and has taken all action required for the lawful execution, delivery and performance thereof;. (c) Except as has been disclosed to the Agent and the Lenders in writing, there There has been no material adverse change in the condition, financial or otherwise, of the Borrower and its Subsidiaries, taken as a whole, Subsidiaries since the date of the most recent financial reports of the Borrower received by each Lender under Section 9.1(a) 8.1 of the Credit Agreement after giving effect to Agreement, other than changes in the transaction contemplated by this Agreement----------- ordinary course of business, none of which has been a material adverse change; (d) The business and properties of the Borrower and its Subsidiaries are not, and since the date of the most recent financial report of the Borrower and its Subsidiaries received by the Agent under Section 9.1(a) 8.1 of ----------- the Credit Agreement have not been, adversely affected in any substantial way as the result of any fire, explosion, earthquake, accident, strike, lockout, combination of workmen, flood, embargo, riot, activities of armed forces, war or acts of God or the public enemy, or cancellation or loss of any major contracts; and (e) No event has occurred and no condition exists which, upon the consummation of the transaction contemplated hereby, constitutes a Default or an Event of Default has occurred and is continuingon the part of the Borrower or any Subsidiary under the Agreement or the Notes either immediately or with the lapse of time or the giving of notice, or both.

BORROWER'S REPRESENTATIONS AND WARRANTIES. The Borrower hereby ----------------------------------------- represents, warrants and certifies that: (a) The representations and warranties made by it in Article VIII VII of the Credit Agreement are true on and as of the date hereof before and after giving effect to this Agreement Amendment except that the financial statements referred to in Section 8.6(a7.6(a) shall be those most recently furnished to each Lender -------------- pursuant to Section 9.1(a8.1(a) and (b) of the Credit Agreement;; ---------------------- (b) The Borrower has the power and authority to execute and perform this Agreement Amendment and has taken all action required for the lawful execution, delivery and performance thereof;. (c) Except as has been disclosed to the Agent and the Lenders in writing, there There has been no material adverse change in the condition, financial or otherwise, of the Borrower and its Subsidiaries, taken as a whole, Subsidiaries since the date of the most recent financial reports of the Borrower received by each Lender under Section 9.1(a) 8.1 of the Credit Agreement after giving effect to Agreement, other than changes in the transaction contemplated by this Agreement----------- ordinary course of business, none of which has been a material adverse change; (d) The business and properties of the Borrower and its Subsidiaries are not, and since the date of the most recent financial report of the Borrower and its Subsidiaries received by the Agent under Section 9.1(a) 8.1 of ----------- the Credit Agreement have not been, adversely affected in any substantial way as the result of any fire, explosion, earthquake, accident, strike, lockout, combination of workmen, flood, embargo, riot, activities of armed forces, war or acts of God or the public enemy, or cancellation or loss of any major contracts; and (e) No event has occurred and no condition exists which, upon the consummation of the transaction contemplated hereby, constitutes a Default or an Event of Default has occurred and is continuingon the part of the Borrower under the Agreement or the Notes either immediately or with the lapse of time or the giving of notice, or both.

BORROWER'S REPRESENTATIONS AND WARRANTIES. The Borrower hereby represents, warrants and certifies that: (a) The representations and warranties made by it in Article VIII VI of the Credit Agreement are true on and as of the date hereof before and after giving effect to this Agreement except that the financial statements referred to in Section 8.6(a6.6(a) shall be those most recently furnished to each Lender pursuant to Section 9.1(a7.1(a) and (b) of the Credit AgreementAgreement and except that SCHEDULE 6.10 is replaced with SCHEDULE 6.10 attached hereto; (b) The Borrower has the power and authority to execute and perform this Agreement and has taken all action required for the lawful execution, delivery and performance thereof;. (c) Except as has been disclosed to the Agent and the Lenders in writing, there There has been no material adverse change in the condition, financial or otherwise, of the Borrower and its Subsidiaries, taken as a whole, Subsidiaries since the date of the most recent financial reports of the Borrower received by each Lender under Section 9.1(a) 7.1 of the Credit Agreement after giving effect to Agreement, other than changes in the transaction contemplated by this Agreementordinary course of business, none of which has been a material adverse change; (d) The business and properties of the Borrower and its Subsidiaries are not, and since the date of the most recent financial report of the Borrower and its Subsidiaries received by the Agent under Section 9.1(a) 7.1 of the Credit Agreement have not been, adversely affected in any substantial way as the result of any fire, explosion, earthquake, accident, strike, lockout, combination of workmen, flood, embargo, riot, activities of armed forces, war or acts of God or the public enemy, or cancellation or loss of any major contracts; and (e) No event has occurred and no condition exists which, upon the consummation of the transaction contemplated hereby, constituted a Default or an Event of Default has occurred and is continuingon the part of the Borrower under the Credit Agreement or the Notes either immediately or with the lapse of time or the giving of notice, or both.

BORROWER'S REPRESENTATIONS AND WARRANTIES. The Borrower and the Parent each hereby representsrepresent, warrants warrant and certifies certify that: (a) The representations and warranties made by it in Article VIII VII of the Credit Agreement are true on and as of the date hereof before and after giving effect to this Amendment Agreement except that the financial statements referred to in Section 8.6(a7.6(a) shall be those most recently furnished to each Lender pursuant to Section 9.1(a8.1(a) and (b) of the Credit Agreement; (b) The Borrower It has the power and authority to execute and perform this Agreement and has taken all action required for the lawful execution, delivery and performance thereof; (c) Except as has been disclosed to the Agent and the Lenders Lender in writing, there has been no material adverse change in the condition, financial or otherwise, of the Borrower Parent and its Subsidiaries, taken as a whole, Subsidiaries since the date of the most recent financial reports of the Borrower Parent received by each Lender under Section 9.1(a) 8.1 of the Credit Agreement after giving effect to Agreement, other than changes in the transaction contemplated by this Agreementordinary course of business, none of which has been a material adverse change; (d) The business and properties of the Borrower Parent and its Subsidiaries are not, and since the date of the most recent financial report of the Borrower Parent and its Subsidiaries received by the Agent Lender under Section 9.1(a) 8.1 of the Credit Agreement have not been, adversely affected in any substantial way as the result of any fire, explosion, earthquake, accident, strike, lockout, combination of workmen, flood, embargo, riot, activities of armed forces, war or acts of God or the public enemy, or cancellation or loss of any major contracts; and (e) No After giving effect to this Amendment Agreement, no event has occurred and no condition exists which, upon the consummation of the transaction contemplated hereby, constituted a Default or an Event of Default has occurred and is continuingon the part of the Parent or the Borrower under the Credit Agreement or the Notes either immediately or with the lapse of time or the giving of notice, or both.

BORROWER'S REPRESENTATIONS AND WARRANTIES. The Borrower hereby represents, warrants and certifies that: (a) The representations and warranties made by it in Article VIII ARTICLE VI of the Credit Agreement are true on and as of the date hereof before and after giving effect to this Agreement except that the financial statements referred to in Section 8.6(aSECTION 6.6(A) shall be those most recently furnished to each Lender pursuant to Section 9.1(aSECTION 7.1(A) and (bB) of the Credit AgreementAgreement and except that SCHEDULE 6.10 is replaced with SCHEDULE 6.10 attached hereto; (b) The Borrower has the power and authority to execute and perform this Agreement and has taken all action required for the lawful execution, delivery and performance thereof;. (c) Except as has been disclosed to the Agent and the Lenders in writing, there There has been no material adverse change in the condition, financial or otherwise, of the Borrower and its Subsidiaries, taken as a whole, Subsidiaries since the date of the most recent financial reports of the Borrower received by each Lender under Section 9.1(a) SECTION 7.1. of the Credit Agreement after giving effect to Agreement, other than changes in the transaction contemplated by this Agreementordinary course of business, none of which has been a material adverse change; (d) The business and properties of the Borrower and its Subsidiaries are not, and since the date of the most recent financial report of the Borrower and its Subsidiaries received by the Agent under Section 9.1(a) SECTION 7.1 of the Credit Agreement have not been, adversely affected in any substantial way as the result of any fire, explosion, earthquake, accident, strike, lockout, combination of workmenworkers, flood, embargo, riot, activities of armed forces, war or acts of God or the public enemy, or cancellation or loss of any major contracts; and (e) No event has occurred and no condition exists which, upon the consummation of the transaction contemplated hereby, constituted a Default or an Event of Default has occurred and is continuingon the part of the Borrower under the Credit Agreement or the Notes either immediately or with the lapse of time or the giving of notice, or both.

BORROWER'S REPRESENTATIONS AND WARRANTIES. The Borrower hereby ----------------------------------------- represents, warrants and certifies that: (a) The representations and warranties made by it in Article VIII VI of the Credit Agreement are true on and as of the date hereof before and after giving effect to this Agreement except that the financial statements referred to in Section 8.6(a7.6(a) shall be those most recently furnished to each Lender pursuant to Section 9.1(a8.1(a) and (b) of the Credit Agreement; (b) The Borrower has the power and authority to execute and perform this Agreement and has taken all action required for the lawful execution, delivery and performance thereof;. (c) Except as has been disclosed to the Agent and the Lenders in writing, there There has been no material adverse change in the condition, financial or otherwise, of the Borrower and its Subsidiaries, taken as a whole, Subsidiaries since the date of the most recent financial reports of the Borrower received by each Lender under Section 9.1(a) 8.1 of the Credit Agreement after giving effect to Agreement, other than changes in the transaction contemplated by this Agreementordinary course of business, none of which has been a material adverse change; (d) The business and properties of the Borrower and its Subsidiaries are not, and since the date of the most recent financial report of the Borrower and its Subsidiaries received by the Agent under Section 9.1(a) 8.1 of the Credit Agreement have not been, adversely affected in any substantial way as the result of any fire, explosion, earthquake, accident, strike, lockout, combination of workmen, flood, embargo, riot, activities of armed forces, war or acts of God or the public enemy, or cancellation or loss of any major contracts; and (e) No event has occurred and no condition exists which, upon the consummation of the transaction contemplated hereby, constituted a Default or an Event of Default has occurred and is continuingon the part of the Borrower under the Credit Agreement or the Notes either immediately or with the lapse of time or the giving of notice, or both.

BORROWER'S REPRESENTATIONS AND WARRANTIES. The Borrower hereby represents, warrants and certifies that: (a) 1. The representations and warranties made by it in Article VIII VI of the Credit Agreement are true on and as of the date hereof before and after giving effect to this Agreement except that the financial statements referred to in Section 8.6(a6.6(a) shall be those most recently furnished to each Lender pursuant to Section 9.1(a7.1(a) and (b) of the Credit AgreementAgreement and except that SCHEDULE 6.10 is replaced with SCHEDULE 6.10 attached hereto; (ba) The Borrower has the power and authority to execute and perform this Agreement and has taken all action required for the lawful execution, delivery and performance thereof;. (cb) Except as has been disclosed to the Agent and the Lenders in writing, there There has been no material adverse change in the condition, financial or otherwise, of the Borrower and its Subsidiaries, taken as a whole, Subsidiaries since the date of the most recent financial reports of the Borrower received by each Lender under Section 9.1(a) 7.1 of the Credit Agreement after giving effect to Agreement, other than changes in the transaction contemplated by this Agreementordinary course of business, none of which has been a material adverse change; (dc) The business and properties of the Borrower and its Subsidiaries are not, and since the date of the most recent financial report of the Borrower and its Subsidiaries received by the Agent under Section 9.1(a) 7.1 of the Credit Agreement have not been, adversely affected in any substantial way as the result of any fire, explosion, earthquake, accident, strike, lockout, combination of workmen, flood, embargo, riot, activities of armed forces, war or acts of God or the public enemy, or cancellation or loss of any major contracts; and (ed) No event has occurred and no condition exists which, upon the consummation of the transaction contemplated hereby, constituted a Default or an Event of Default has occurred and is continuingon the part of the Borrower under the Credit Agreement or the Notes either immediately or with the lapse of time or the giving of notice, or both.

BORROWER'S REPRESENTATIONS AND WARRANTIES. The Each Borrower hereby ----------------------------------------- represents, warrants and certifies that: (a) The representations and warranties made by it in Article VIII VII of ----------- the Credit Agreement are true on and as of the date hereof before and after giving effect to this Agreement except that (i) the financial statements referred to in Section 8.6(a7.6(a) shall be those most recently furnished to -------------- each Lender pursuant to Section 9.1(a8.1(a) and (b) of the Credit AgreementAgreement and ---------------------- (ii) Schedule 7.10 is amended by reference to item 3 of the orrower's Form ------------- 10-K report for the Fiscal Year ended March 31, 2000; (b) The Borrower has the power and authority to execute and perform this Agreement and has taken all action required for the lawful execution, delivery and performance thereof;. (c) Except as has been disclosed to the Agent and the Lenders in writing, there There has been no material adverse change in the condition, financial or otherwise, of the Borrower and its Subsidiaries, taken as a whole, Subsidiaries since the date of the most recent financial reports of the Borrower received by each Lender under Section 9.1(a) 8.1 of the Credit Agreement after giving effect to Agreement, other than changes in the transaction contemplated by this Agreement----------- ordinary course of business, none of which has been a material adverse change; (d) The business and properties of the Borrower and its Subsidiaries are not, and since the date of the most recent financial report of the Borrower and its Subsidiaries received by the Agent Bank under Section 9.1(a) 8.1 of the ----------- Credit Agreement have not been, adversely affected in any substantial way as the result of any fire, explosion, earthquake, accident, strike, lockout, combination of workmen, flood, embargo, riot, activities of armed forces, war or acts of God or the public enemy, or cancellation or loss of any major contracts; and (e) No event has occurred and no condition exists which, upon the consummation of the transaction contemplated hereby, constitutes a Default or an Event of Default has occurred and is continuingon the part of the Borrower under the Credit Agreement or the Notes either immediately or with the lapse of time or the giving of notice, or both.

BORROWER'S REPRESENTATIONS AND WARRANTIES. The Borrower hereby represents, warrants and certifies that: (a) The representations and warranties made by it in Article VIII of the Credit Agreement are true on and as of the date hereof before and after giving effect to this Agreement Amendment except that the financial statements referred to in Section 8.6(a) shall be those most recently furnished to each Lender pursuant to Section 9.1(a) and (b) of the Credit Agreement; (b) The Borrower has the power and authority to execute and perform this Agreement Amendment and has taken all action required for the lawful execution, delivery and performance thereof; (c) Except as has been disclosed to the Agent and the Lenders in writing, there There has been no material adverse change in the condition, financial or otherwise, of the Borrower and its Subsidiaries, taken as a whole, since the date of the most recent financial reports of the Borrower received by each Lender under Section 9.1(a) of the Credit Agreement after giving effect to the transaction contemplated by this AgreementAmendment; (d) The business and properties of the Borrower and its Subsidiaries are not, and since the date of the most recent financial report of the Borrower and its Subsidiaries received by the Agent under Section 9.1(a) of the Credit Agreement have not been, adversely affected in any substantial way as the result of any fire, explosion, earthquake, accident, strike, lockout, combination of workmen, flood, embargo, riot, activities of armed forces, war or acts of God or the public enemy, or cancellation or loss of any major contracts; and (e) No Default or Event of Default has occurred and is continuing.

BORROWER'S REPRESENTATIONS AND WARRANTIES. The Borrower and the Guarantors each hereby representsrepresent, warrants warrant and certifies certify that: (a) The representations and warranties made by it in Article VIII VII of the Credit Agreement are true on and as of the date hereof before and after giving effect to this Amendment Agreement except that the financial statements referred to in Section 8.6(a7.6(a) shall be those most recently furnished to each Lender pursuant to Section 9.1(a8.1(a) and (b) of the Credit Agreement; (b) The Borrower It has the power and authority to execute and perform this Amendment Agreement and has taken all action required for the lawful execution, delivery and performance thereof; (c) Except as has been disclosed to the Agent and the Lenders Lender in writing, there has been no material adverse change in the consolidated condition, financial or otherwise, of the Borrower Parent and its Subsidiaries, taken as a whole, since the date of the most recent financial reports of the Borrower Parent received by each Lender under Section 9.1(a) 8.1 of the Credit Agreement after giving effect to Agreement, other than changes in the transaction contemplated by this Agreementordinary course of business, none of which has been a material adverse change; (d) The business and properties of the Borrower Parent and its Subsidiaries are not, and since the date of the most recent financial report of the Borrower Parent and its Subsidiaries received by the Agent Lender under Section 9.1(a) 8.1 of the Credit Agreement have not been, adversely affected in any substantial way as the result of any fire, explosion, earthquake, accident, strike, lockout, combination of workmen, flood, embargo, riot, activities of armed forces, war or acts of God or the public enemy, or cancellation or loss of any major contracts; and (e) No After giving effect to this Amendment Agreement, no event has occurred and no condition exists which, upon the consummation of the transaction contemplated hereby, constituted a Default or an Event of Default has occurred and is continuingon the part of the Parent or the Borrower under the Credit Agreement or the Notes either immediately or with the lapse of time or the giving of notice, or both.

BORROWER'S REPRESENTATIONS AND WARRANTIES. The Borrower hereby represents, warrants and certifies that: (a) The representations and warranties made by it in Article VIII Section 4 of the Credit Loan Agreement are true on and as of the date hereof before and after giving effect to this Agreement except that the financial statements referred to in Section 8.6(a) shall be those most recently furnished to each Lender pursuant to Section 9.1(a) and (b) of the Credit Amendment Agreement; (b) The Borrower has the power and authority to execute and perform this Amendment Agreement and has taken all action required for the lawful execution, delivery and performance thereof;. (c) Except as has been disclosed to the Agent and the Lenders in writing, there There has been no material adverse change in the condition, financial or otherwise, of the Borrower and its Subsidiaries, taken as a whole, since the date of the most recent financial reports of the Borrower received by each the Lender under Section 9.1(a5(B) of the Credit Agreement after giving effect to Loan Agreement, other than changes in the transaction contemplated by this Agreementordinary course of business, none of which has been a material adverse change; (d) The business and properties of the Borrower and its Subsidiaries are not, and since the date of the most recent financial report of the Borrower and its Subsidiaries received by the Agent Lender under Section 9.1(a5(B) of the Credit Loan Agreement have not been, adversely affected in any substantial way as the result of any fire, explosion, earthquake, accident, strike, lockout, combination of workmen, flood, embargo, riot, activities of armed forces, war or acts of God or the public enemy, or cancellation or loss of any major contracts; and (e) No Default event has occurred which has not been either waived or otherwise consented to by you, and no condition exists which, upon the consummation of the transaction contemplated hereby, constitutes an Event of Default has occurred and is continuingon the part of the Borrower under the Loan Agreement or the Note either immediately or with the lapse of time or the giving of notice, or both.

BORROWER'S REPRESENTATIONS AND WARRANTIES. The Borrower hereby represents, warrants and certifies that: (a) The representations and warranties made by it in Article VIII of the Credit Agreement are true on and as of the date hereof before and after giving effect to this Agreement except that the financial statements referred to in Section 8.6(a) shall be those most recently furnished to each Lender pursuant to Section 9.1(a) and (b) of the Credit Agreement; (b) The Borrower has the power and authority to execute and perform this Agreement and has taken all action required for the lawful execution, delivery and performance thereof; (c) Except as has been disclosed to the Agent and the Lenders in writing, there has been no material adverse change in the condition, financial or otherwise, of the Borrower and its Subsidiaries, taken as a whole, since the date of the most recent financial reports of the Borrower received by each Lender under Section 9.1(a) of the Credit Agreement after giving effect to the transaction transactions contemplated by this Agreement; (d) The business and properties of the Borrower and its Subsidiaries are not, and since the date of the most recent financial report of the Borrower and its Subsidiaries received by the Agent under Section 9.1(a) of the Credit Agreement have not been, adversely affected in any substantial way as the result of any fire, explosion, earthquake, accident, strike, lockout, combination of workmen, flood, embargo, riot, activities of armed forces, war or acts of God or the public enemy, or cancellation or loss of any major contracts; and (e) No Default or Event of Default has occurred and is continuing.

BORROWER'S REPRESENTATIONS AND WARRANTIES. The Borrower hereby represents, warrants and certifies that: (a1) The representations and warranties made by it in Article VIII VI of the Credit Agreement are true on and as of the date hereof before and after giving effect to this Agreement except that the financial statements referred to in Section 8.6(a6.6(a) shall be those most recently furnished to each Lender pursuant to Section 9.1(a7.1(a) and (b) of the Credit Agreement; (b2) The Borrower has the power and authority to execute and perform this Agreement and has taken all action required for the lawful execution, delivery and performance thereof;. (c3) Except as has been disclosed to the Agent and the Lenders in writing, there There has been no material adverse change in the condition, financial or otherwise, of the Borrower and its Subsidiaries, taken as a whole, Subsidiaries since the date of the most recent financial reports of the Borrower received by each Lender under Section 9.1(a) 7.1 of the Credit Agreement after giving effect to Agreement, other than changes in the transaction contemplated by this Agreementordinary course of business, none of which has been a material adverse change; (d4) The business and properties of the Borrower and its Subsidiaries are not, and since the date of the most recent financial report of the Borrower and its Subsidiaries received by the Agent under Section 9.1(a) 7.1 of the Credit Agreement have not been, adversely affected in any substantial way as the result of any fire, explosion, earthquake, accident, strike, lockout, combination of workmen, flood, embargo, riot, activities of armed forces, war or acts of God or the public enemy, or cancellation or loss of any major contracts; and (e5) No event has occurred and no condition exists which, upon the consummation of the transaction contemplated hereby, constituted a Default or an Event of Default has occurred and is continuingon the part of the Borrower under the Credit Agreement or the Notes either immediately or with the lapse of time or the giving of notice, or both.