Reaffirmations and Certifications. Borrowers reaffirm and/or --------------------------------- certify to the Bank: (i) the accuracy in all material respects, as of the date hereof, of all of the respective representations and warranties made by Borrowers in the Loan Documents except as has been disclosed in writing to Agent; (ii) Borrowers are in compliance in all material respects with the covenants, agreements and conditions of the Loan Agreement; (iii) no Default or Potential Default has occurred or is existing (or, if a Default or Potential Default exists, a description of such Default or Potential Default and the action being taken or proposed to be taken with respect thereto) has been given to the Agent; (iv) there exists no event or occurrence including any litigation or proceeding affecting Borrowers, which has caused or would cause any Material Adverse Effect on (a) the business, assets, financial condition, results of operations, or cash flow of Borrowers, taken as a whole, in each case from that represented to exist in the financial statements that have been furnished to the Agent, or (b) the current or prospective ability of Borrowers to perform any of their payment or other material obligations under the Loan Agreement and each other Loan Documents; (v) Borrowers continue to have good and marketable title to or valid leasehold interests in the Collateral, free and clear of all Liens, encumbrances and claims whatsoever, except for the Permitted Liens; (vi) no financing statement, security agreement or other public notice covering the Collateral is on file or on record in any public office, except such as have been filed in favor of the Agent, for the benefit of the Banks, pursuant to this Security Agreement, or as may evidence a Permitted Lien, or as otherwise allowed by the Loan Documents; (vii) Agent, for the benefit of the Banks, has a valid and perfected first priority security interest in the Collateral (as that term is defined in the Security Agreement between Parent and First Interstate Bank of Arizona, N.A., dated April 24, 1996); and (viii) all actions necessary to be taken by Borrowers' respective Boards of Directors have been taken to authorize and approve this Agreement.
Reaffirmations and Certifications. Borrower reaffirms and/or certifies to Lender: (i) the accuracy in all material respects, as of the date hereof, of all of the respective representations and warranties made by Borrower in the Restated Loan Documents; (ii) as modified above, Borrower is in compliance in all material respects with the covenants, agreements and conditions of the Restated Loan Agreement; (iii) to the best of Borrower's knowledge, no Default or Potential Default has occurred or is existing (or, if a Default or Potential Default exists, a description of such Default or Potential Default and the action being taken or proposed to be taken with respect thereto) has been given to Lender; (iv) to the best of Borrower's knowledge, there exists no event or occurrence including any litigation or proceeding affecting Borrower, which has caused or would cause any Material Adverse Effect on (a) the business, assets, financial conditions, results of operations, or cash flow of Borrower, taken as a whole, in each case from that represented to exist in the financial statements that have been furnished to Lender, or (b) the current or prospective ability of Borrower to perform any of its payment or other material obligations under the Restated Loan Agreement and each other Restated Loan Document; and (v) all action necessary to be taken
