REPRESENTATIONS AND WARRANTIES OF AFC AND AB. Each of AFC and AB hereby represent and warrant to CFC and CFB the following matters on and as of the date of this Reorganization Agreement and at the Effective Time; provided, however, that before any breach of or inaccuracy in the representation and warranty given in Section 3.5 shall be actionable or shall constitute grounds for termination of or failure to perform under the terms of this Reorganization Agreement by CFC or CFB, such breach or inaccuracy must be material, and before any breach of or inaccuracy of any of the other representations or warranties given in this Section III shall be so actionable or shall constitute such grounds, such breach or inaccuracy, together with all other breaches and inaccuracies by AFC and AB, must have a Material Adverse Effect.
