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 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, 2007
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, 2007, OTHER THAN (I) THE CLOSURE
OF THE "VITAMIN WORLD" STORES, (II) THE SALE OF INVENTORY IN THE ORDINARY COURSE
OF BUSINESS, (III) AS DISCLOSED IN ITS FILING WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO THE EXCHANGE ACT ON FORM 10-Q MADE ON MAY 9,
2008, AND (IV) THE TRANSACTION.
(B)
THE CONSOLIDATED BALANCE SHEET OF THE
BORROWER AND ITS CONSOLIDATED SUBSIDIARIES AS AT MARCH 31, 2008 AND A PRO FORMA
STATEMENT OF OPERATIONS FOR THE 12-MONTH PERIOD ENDING ON SUCH DATE, IN EACH
CASE PREPARED ON A PRO FORMA BASIS GIVING EFFECT TO THE TRANSACTION AND THE
EXTENSIONS OF CREDIT TO BE MADE ON THE EFFECTIVE DATE AS IF SUCH TRANSACTIONS
HAD OCCURRED ON SUCH DATE OR ON THE FIRST DAY OF SUCH PERIOD, AS APPLICABLE (THE
"PRO FORMA BALANCE SHEET"), COPIES OF WHICH HAVE HERETOFORE BEEN FURNISHED TO
EACH LENDER, HAVE BEEN PREPARED BASED ON THE BEST INFORMATION AVAILABLE TO THE
BORROWER AS OF THE DATE OF DELIVERY THEREOF, AND IN GOOD FAITH BASED UPON
ASSUMPTIONS BELIEVED BY THE BORROWER TO BE REASONABLE AND CONSISTENT IN ALL
MATERIAL RESPECTS WITH INFORMATION PREVIOUSLY PROVIDED BY THE BORROWER.
(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 REASONABLE.
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5.2.
No Change.
Since September 30, 2007, there
has been no development or event which has had or would reasonably be expected
to have a Material Adverse Effect, except as disclosed in the Borrower's filing
with the U.S. Securities and Exchange Commission pursuant to the Exchange Act on
Form 10-Q made on May 9, 2008.
5.3.
Corporate Existence; Compliance with Law.
Each Loan Party and its Subsidiaries (a) is duly organized, validly existing and
in good standing under the laws of the jurisdiction of its organization, (b) has
the power and authority, and the legal right, to own and operate its property,
to lease the property it operates as lessee and to conduct the business in which
it is currently engaged, (c) is duly qualified as a foreign entity and in good
standing under the laws of each jurisdiction where its ownership, lease or
operation