Common use of Representations Correct; No Default Clause in Contracts

Representations Correct; No Default. Vencor represents and warrants that, except as expressly waived hereby, on and as of the date hereof (i) the representations and warranties contained in the Credit Agreement are true as though made on and as of the date hereof and (ii no Default has occurred and is continuing. Vencor further represents and warrants that: (a) the financial statements in the 1998 10-K fairly present in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of Vencor and its consolidated subsidiaries at the end of such year and their consolidated results of operations and cash flows for such year; (b) the financial statements in the 1st Quarter 10-Q fairly present in all material respects, in conformity with generally accepted accounting principles (subject to normal year-end adjustments and the absence of footnotes), the consolidated financial position of Vencor and its consolidated subsidiaries at the end of such quarter and their consolidated results of operations for such quarter; and (c) the information (other than projections and forecasts) included in the May 20 Meeting Materials, when taken as a whole together with the other Disclosure Materials, is true and accurate in all material respects or based on reasonable estimates, and not incomplete by omitting to state any fact necessary to make such information, when taken as a whole together with the other Disclosure Materials, not misleading in any material respect in light of the circumstances under which such information was provided. The projections and forecasts included in the May 20 Meeting Materials were based on reasonable assumptions and, when prepared, represented a reasonable estimate of the future performance of the Vencor Companies (subject to any express disclaimers set forth in the May 20 Meeting Materials).

Representations Correct; No Default. Vencor represents and warrants that, except as expressly waived hereby, on and as of the date hereof (i) the representations and warranties contained in the Credit Agreement are true as though made on and as of the date hereof and (ii ii) no Default has occurred and is continuing. Vencor further represents and warrants that: (a) the financial statements in the 1998 10-K fairly present in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of Vencor and its consolidated subsidiaries at the end of such year and their consolidated results of operations and cash flows for such year; (b) the financial statements in the 1st 2nd Quarter 10-Q fairly present in all material respects, in conformity with generally accepted accounting principles (subject to normal year-end adjustments and the absence of footnotes), the consolidated financial position of Vencor and its consolidated subsidiaries at the end of such quarter and their consolidated results of operations for such quarter; and (c) the information (other than projections and forecasts) included in the May July 20 Meeting Materials, when taken as a whole together with the other Disclosure Materials, is true and accurate in all material respects or based on reasonable estimates, and not incomplete by omitting to state any fact necessary to make such information, when taken as a whole together with the other Disclosure Materials, not misleading in any material respect in light of the circumstances under which such information was provided. The projections and forecasts included in the May July 20 Meeting Materials were based on reasonable assumptions and, when prepared, represented a reasonable estimate of the future performance of the Vencor Companies (subject to any express disclaimers set forth in the May July 20 Meeting Materials).

Representations Correct; No Default. Vencor represents and warrants that, except as expressly waived hereby, on and as of the date hereof (i) the representations and warranties contained in the Credit Agreement are true as though made on and as of the date hereof and (ii ii) no Default has occurred and is continuing. Vencor further represents and warrants that: (a) the financial statements in the 1998 10-K fairly present in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of Vencor and its consolidated subsidiaries at the end of such year and their consolidated results of operations and cash flows for such year; (b) the financial statements in the 1st Quarter 101O-Q fairly present in all material respects, in conformity with generally accepted accounting principles (subject to normal year-end adjustments and the absence of footnotes), the consolidated financial position of Vencor and its consolidated subsidiaries at the end of such quarter and their consolidated results of operations for such quarter; and (c) the information (other than projections and forecasts) included in the May July 20 Meeting Materials, when taken as a whole together with the other Disclosure Materials, is true and accurate in all material respects or based on reasonable estimates, and not incomplete by omitting to state any fact necessary to make such information, when taken as a whole together with the other Disclosure Materials, not misleading in any material respect in light of the circumstances under which such information was provided. The projections and forecasts included in the May July 20 Meeting Materials were based on reasonable assumptions and, when prepared, represented a reasonable estimate of the future performance of the Vencor Companies (subject to any express disclaimers set forth in the May July 20 Meeting Materials).