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. 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.

No Default. No Default shall have occurred and be continuing or will occur upon the making of such Loan on such Borrowing Date, and each of the representations and warranties contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects as of the time of the making of such Loan, with the same effect as if made at and as of that time (except to the extent that such representations and warranties relate expressly to an earlier date).