AND EXPENSE ATTRIBUTABLE TO SUCH
EVENT.
SUCH LOSS, COST OR EXPENSE TO ANY LENDER SHALL BE THE AMOUNT DETERMINED
BY SUCH LENDER TO BE THE EXCESS, IF ANY, OF (I) THE AMOUNT OF INTEREST THAT
WOULD HAVE ACCRUED ON THE PRINCIPAL AMOUNT OF SUCH LOAN HAD SUCH EVENT NOT
OCCURRED, AT THE EURODOLLAR RATE THAT WOULD HAVE BEEN APPLICABLE TO SUCH LOAN
(EXCLUDING, FOR THE AVOIDANCE OF DOUBT, ANY APPLICABLE MARGIN), FOR THE PERIOD
FROM THE DATE OF SUCH EVENT TO THE LAST DAY OF THE THEN CURRENT INTEREST PERIOD
THEREFOR (OR, IN THE CASE OF A FAILURE TO BORROW, CONVERT OR CONTINUE, FOR THE
PERIOD THAT WOULD HAVE BEEN THE INTEREST PERIOD FOR SUCH LOAN) OVER (II) THE
AMOUNT OF INTEREST THAT WOULD ACCRUE ON SUCH PRINCIPAL AMOUNT FOR SUCH PERIOD AT
THE INTEREST RATE SUCH LENDER WOULD BID WERE IT TO BID, AT THE COMMENCEMENT OF
SUCH PERIOD, FOR DOLLAR DEPOSITS OF A COMPARABLE AMOUNT AND PERIOD FROM OTHER
BANKS IN THE EURODOLLAR MARKET.
A CERTIFICATE OF ANY LENDER SETTING FORTH ANY
AMOUNT OR AMOUNTS THAT SUCH LENDER IS ENTITLED TO RECEIVE PURSUANT TO THIS
SUBSECTION 4.15 SHALL BE DELIVERED TO THE BORROWER AND SHALL BE CONCLUSIVE
ABSENT MANIFEST ERROR.
THE BORROWER SHALL PAY SUCH LENDER THE AMOUNT SHOWN AS
DUE ON ANY SUCH CERTIFICATE WITHIN 10 DAYS AFTER RECEIPT THEREOF.
40
SECTION 5.
REPRESENTATIONS AND WARRANTIES
To induce the Lenders to enter into this Agreement and to make the Loans, and to
induce the Issuing Lender to issue Letters of Credit, the Borrower hereby
represents and warrants to each Agent and to each Lender that:
5.1.
FINANCIAL CONDITION; ACCURACY OF PUBLIC INFORMATION.
(A)
DURING THE PERIOD FROM SEPTEMBER 30, 2005 TO AND INCLUDING THE
DATE HEREOF, THERE HAS BEEN NO SALE, TRANSFER OR OTHER DISPOSITION BY THE
BORROWER OR ANY OF ITS CONSOLIDATED SUBSIDIARIES OF ANY MATERIAL PART OF ITS
BUSINESS OR PROPERTY AND NO PURCHASE OR OTHER ACQUISITION OF ANY BUSINESS OR
PROPERTY (INCLUDING ANY CAPITAL STOCK OF ANY OTHER PERSON) MATERIAL IN RELATION
TO THE CONSOLIDATED FINANCIAL CONDITION OF THE BORROWER AND ITS CONSOLIDATED
SUBSIDIARIES AT SEPTEMBER 30, 2005, OTHER THAN (I) THE CLOSURE OF THE "VITAMIN
WORLD" STORES, (II) THE SALE OF INVENTORY IN THE ORDINARY COURSE OF BUSINESS AND
(III) AS DISCLOSED IN ITS FILING WITH THE U.S. SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO THE EXCHANGE ACT ON FORM 8-K MADE ON OCTOBER 3, 2006.
(B)
THE CONSOLIDATED BALANCE SHEET OF THE BORROWER AND ITS
CONSOLIDATED SUBSIDIARIES AS AT JUNE 30, 2006 PREPARED ON A PRO FORMA BASIS
GIVING EFFECT TO THE TRANSACTIONS, (THE "PRO FORMA BALANCE SHEET"), COPIES OF
WHICH HAVE HERETOFORE BEEN FURNISHED TO EACH LENDER, HAVE BEEN PREPARED IN GOOD
FAITH BASED UPON ASSUMPTIONS BELIEVED BY THE BORROWER TO BE REASONABLE.
(C)
THE FINANCIAL PROJECTIONS OF THE BORROWER AND ITS SUBSIDIARIES
DESCRIBED IN SUBSECTION 6.1(L), COPIES OF WHICH HAVE BEEN FURNISHED TO EACH
LENDER, HAVE BEEN PREPARED IN GOOD FAITH BASED UPON ASSUMPTIONS BELIEVED BY THE
BORROWER TO BE