The Co-Borrowers represent and warrant that (a) no Default has occurred and is continuing, or would result from the increase in Commitments described in this Commitment Increase Agreement and (b) immediately before and after the increase in the Commitments described in this Commitment Increase Agreement, the Loan Parties are in pro forma compliance with the financial covenants in Section 7.09 of the Credit Agreement, as demonstrated on Annex 1 attached hereto.