No Default Certificate. The Administrative Agent shall have received, a certificate (in form and substance reasonably satisfactory to the Administrative Agent), signed by the chief financial officer of the Borrower on the Effective Date # stating that no Default has occurred and is continuing and # stating that the representations and warranties contained in [Article III] are true and correct in all material respects as of such date except that # to the extent that such representations and warranties specifically refer to an earlier date, such representations and warranties shall be true and correct in all material respects as of such earlier date and # any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects.

No Default. The conditions set forth in [Section 6.2] shall be satisfied.

No Default. Neither the Borrowers nor any of their Subsidiaries are in default with respect to material agreement to which such Borrower or any such Subsidiary is a party or by which it is bound (excluding Permitted Facilities or other agreements evidencing Debt), which default could reasonably be expected to have a Material Adverse Effect.

No Default. No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the extensions of credit requested to be made on such date.

No Default. No Event of Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Financing Agreements.

No Default. No Default or Event of Default shall have occurred and be continuing under the Program Documents.

No Default. No Default or Event of Default has occurred and is continuing.

No Default. Notwithstanding anything herein to the contrary, # a Default or Event of Default resulting solely from a failure to be in compliance with the financial covenants set forth in Section ‎6.15 shall not be deemed to exist from the end of the applicable fiscal quarter until the 10th Business Day after the applicable Cure Specified Date with respect to such fiscal quarter, # to the extent a Cure Notice is delivered by the Borrower within ten (10) Business Days after such Cure Specified Date, a Default or Event of Default resulting solely from a failure to be in compliance with the financial covenants set forth in Section ‎6.15 shall not be deemed to exist from the end of the applicable fiscal quarter until the 10th Business Day after the applicable Cure Specified Date with respect to the applicable fiscal quarter and # if the Cure Amount is not made within ten (10) Business Days after the applicable Cure Specified Date with respect to the applicable fiscal quarter, each such Default or Event of Default referenced in [clauses [(i) and (ii) above]e]] shall be deemed reinstated as of the end of the applicable fiscal quarter, it being further agreed that the Obligations shall bear interest at the Default Rate as applied in accordance with Section ‎2.06(c) as of the end of such applicable fiscal quarter.

No Default. Immediately after giving effect to this Amendment, no Default or Event of Default exists or is continuing.

No Default. There shall exist no Default or Event of Default on the Closing Date.