Common use of Year 2000 Compliance Clause in Contracts

Year 2000 Compliance. The Borrower has (i) initiated a review and assessment of all areas within the business and operations of the Borrower and its Subsidiaries (including those areas affected by suppliers and vendors) that could be adversely affected by the "Year 2000 Problem") (that is, the risk that computer applications used by it or any of its Subsidiaries (or their respective supplier and vendors) may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 1999), (ii) developed a plan and timeline for addressing the Year 2000 Problem on a timely basis and (iii) to date, implemented such plan in substantial accordance with such timetable. The Borrower reasonably believes that all computer applications that are material to the business or operations of the Borrower or any of its Subsidiaries will on a timely basis be able to perform properly date-sensitive functions for all dates before and from and after January 1, 2000, except to the extent that a failure to do so could not reasonably be expected to have a Material Adverse Effect.

Year 2000 Compliance. The Borrower has (i) initiated a review and assessment of all areas within the business and operations of the Borrower and each of its Subsidiaries (including those areas affected by suppliers and vendors) that could be adversely affected by the "Year YEAR 2000 ProblemPROBLEM") (that is, the risk that computer applications used by it or any of its Subsidiaries (or their respective supplier and vendors) may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 1999), (ii) developed a plan and timeline for addressing the Year 2000 Problem on a timely basis and (iii) to date, implemented such plan in substantial accordance with such timetable. The Borrower reasonably believes that all computer applications that are material to the business or operations of the Borrower or any of its Subsidiaries will on a timely basis be able to perform properly date-sensitive functions for all dates before and from and after January 1, 2000, except to the extent that a failure to do so could not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, financial condition, results of operations or prospects of the Borrower and its Consolidated Subsidiaries, considered as a whole.

Year 2000 Compliance. The Borrower has (i) initiated a review and assessment of all areas within the its and each of its Subsidiaries' business and operations of the Borrower and its Subsidiaries (including those areas affected by suppliers suppliers, vendors and vendorscustomers) that could be adversely affected by the "Year 2000 Problem") " (that is, the risk that computer applications used by it the Borrower or any of its Subsidiaries (or their respective supplier suppliers, vendors and vendorscustomers) may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 1999), (ii) developed a plan and timeline for addressing the Year 2000 Problem on a timely basis basis, and (iii) to date, implemented such that plan in substantial accordance with such that timetable. The Based on the foregoing, the Borrower reasonably believes that all computer applications (including those of its suppliers, vendors and customers) that are material to the business or operations of the Borrower its or any of its Subsidiaries will on a timely basis Subsidiaries' business and operations are reasonably expected by no later than December 31, 1999 to be able to perform properly date-sensitive functions for all dates before and from and after January 1, 20002000 (that is, be "Year 2000 compliant"), except to the extent that a failure to do so could not reasonably be expected to have a Material Adverse Effect.

Year 2000 Compliance. The Borrower has (i) initiated a review and assessment of all areas within the its and each of its Affiliates' business and operations of the Borrower and its Subsidiaries (including those areas affected by suppliers and vendors) that could be adversely affected by the "Year 2000 Problem") " (that is, the risk that computer applications used by it the Borrower or any of its Subsidiaries Affiliates (or their respective supplier its suppliers and vendors) may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 1999), (ii) developed a plan and timeline for addressing the Year 2000 Problem on a timely basis basis, and (iii) to date, implemented such that plan in substantial accordance with such that timetable. The Borrower reasonably believes that all computer applications (including those of its suppliers and vendors) that are material to the business or operations of the Borrower its or any of its Subsidiaries Affiliates' business and operations will on a timely basis be able to perform properly date-sensitive functions for all dates before and from and after January 1, 20002000 (that is, be "Year 2000 Compliant"), except to the extent that a failure to do so could not reasonably be expected to have a Material Adverse Effect.

Year 2000 Compliance. The Borrower has (i) initiated a review and assessment of all areas within the business and operations of the Borrower and each of its Subsidiaries (including those areas affected by suppliers and vendors) that could be adversely affected by the "Year 2000 Problem") " (that is, the risk that computer applications used by it or any of its Subsidiaries (or their respective supplier suppliers and vendors) may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 1999), (ii) developed a plan and timeline for addressing the Year 2000 Problem on a timely basis and (iii) to date, implemented such plan in substantial accordance with such timetable. The Borrower reasonably believes that all computer applications (including those of suppliers and vendors) that are material to the business or operations of the Borrower or any of its Subsidiaries will on a timely basis be able to perform properly date-sensitive functions for all dates before and from and after January 1, 20002000 (that is, be "Year 2000 compliant"), except to the extent that a failure to do so could not reasonably be expected to have a Material Adverse Effect.

Year 2000 Compliance. The Borrower has (i) initiated a review and assessment of all areas within the its and each of its Subsidiaries' business and operations of the Borrower and its Subsidiaries (including those areas affected by suppliers and vendors) that could be adversely affected by the "Year 2000 Problem") " (that is, the risk that computer applications used by it the Borrower or any of its Subsidiaries (or their respective supplier its suppliers and vendors) may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 1999), (ii) developed a plan and timeline for addressing the Year 2000 Problem on a timely basis basis, and (iii) to date, implemented such that plan in substantial accordance with such that timetable. The Borrower reasonably believes that all computer applications (including those of its suppliers and vendors) that are material to the business or operations of the Borrower its or any of its Subsidiaries Subsidiaries' business and operations will on a timely basis be able to perform properly date-sensitive functions for all dates before and from and after January 1, 20002000 (that is, be "Year 2000 compliant"), except to the extent that a failure to do so could not reasonably be expected to have a Material Adverse Effect.

Year 2000 Compliance. The Borrower BHR has (i) initiated a review and assessment of all areas within the its and each of its Subsidiaries' business and operations of the Borrower and its Subsidiaries (including those areas affected by suppliers and vendors) that could reasonably be expected to be materially adversely affected by the "Year 2000 Problem") " (that is, the risk that computer applications used by it BHR or any of its Subsidiaries (or their respective supplier suppliers and vendors) may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 1999), (ii) developed a plan and timeline for addressing the Year 2000 Problem on a timely basis basis, and (iii) to date, implemented such that plan in substantial accordance with such that timetable. The Borrower BHR reasonably believes that all computer applications (including those of its suppliers and vendors) that are material to the its Subsidiaries' business or and operations of the Borrower or any of its Subsidiaries will on a timely basis be able to perform properly date-sensitive functions for all dates before and from and after January 1, 20002000 (that is, be "Year 2000 compliant"), except to the extent that a failure to do so could not reasonably be expected to have a Material Adverse Effect.

Year 2000 Compliance. The Borrower Company has (i) initiated a review and assessment of all areas within the its and each of its Subsidiaries' business and operations of the Borrower and its Subsidiaries (including those areas affected by suppliers and vendors) that could be adversely affected by the "Year 2000 Problem") " (that is, the risk that computer applications used by it the Company or any of its Subsidiaries (or their respective supplier its suppliers and vendors) may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 1999), (ii) developed a plan and timeline for addressing the Year 2000 Problem on a timely basis basis, and (iii) to date, implemented such that plan in substantial accordance with such that timetable. The Borrower Company reasonably believes that all computer applications (including those of its suppliers and vendors) that are material to the business or operations of the Borrower its or any of its Subsidiaries Subsidiaries' business and operations will on a timely basis be able to perform properly date-sensitive functions for all dates before and from and after January 1, 20002000 (that is, be "Year 2000 compliant"), except to the extent that a failure to do so could would not reasonably be expected to have present a material probability of a Material Adverse EffectChange. Section 2.3. SHORT-TERM FIFO NET INCOME (LOSS). Section 8.23 of the Original Agreement is hereby amended in its entirety to read as follows:

Year 2000 Compliance. The Borrower Such Issuer has (i) initiated a review and assessment of all areas within the business and operations of the Borrower such Issuer and its Subsidiaries (including those areas affected by suppliers and vendors) that could be adversely affected by the "Year 2000 Problem") " (that is, the risk that computer applications used by it such Issuer or any of its Subsidiaries (or their respective supplier suppliers and vendors) may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 1999), (ii) developed a plan and timeline for addressing the Year 2000 Problem on a timely basis and (iii) to date, implemented such plan in substantial accordance with such timetable. The Borrower Such Issuer reasonably believes that all computer applications (including those of suppliers and vendors) that are material to the business or operations of the Borrower such Issuer or any of its Subsidiaries will on a timely basis be able to perform properly date-sensitive functions for all dates before and from and after January 1, 2000, except to the extent that a failure to do so could not reasonably be expected to have a Material Adverse EffectEffect on such Issuer.

Year 2000 Compliance. The Borrower has (ia) initiated a review and assessment of all areas within the its and each of its Subsidiaries' business and operations of the Borrower and its Subsidiaries (including those areas affected by material suppliers and vendors) that could be adversely affected by the "Year 2000 Problem") (that is, the risk that computer applications used by it Borrower or any of its Subsidiaries (or their respective supplier any of such suppliers and vendors) vendors may be unable to recognize and properly perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 19991999 (the "YEAR 2000 PROBLEM"), (iib) developed a plan and timeline time line for addressing the Year 2000 Problem on a timely basis basis, and (iiic) to date, implemented such that plan in substantial accordance with such that timetable. The Borrower reasonably believes that all computer applications (including those of its suppliers and vendors) that are material to the business or operations of the Borrower its or any of its Subsidiaries Subsidiaries' business and operations will on a timely basis be able to perform properly date-sensitive functions for all dates before and from and after January 1, 20002000 (that is, be "YEAR 2000 COMPLIANT"), except to the extent that a failure to do so could not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the financial condition or operations of Borrower or any of its Subsidiaries.

Year 2000 Compliance. The Borrower has (i) initiated a review and assessment of all areas within the its and each of its Affiliates' business and operations of the Borrower and its Subsidiaries (including those areas affected by suppliers and vendors) that could be adversely affected by the "Year 2000 Problem") " (that is, the risk that computer applications used by it Borrower or any of its Subsidiaries Affiliates (or their respective supplier its suppliers and vendors) may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 1999), (ii) developed a plan and timeline for addressing the Year 2000 Problem on a timely basis basis, and (iii) to date, implemented such that plan in substantial accordance with such that timetable. The Borrower reasonably believes that all computer applications (including those of its suppliers and vendors) that are material to the business or operations of the Borrower its or any of its Subsidiaries Affiliates' business and operations will on a timely basis be able to perform properly date-sensitive functions for all dates before and from and after January 1, 20002000 (that is, be "Year 2000 compliant"), except to the extent that a failure to do so could not reasonably be expected to have a Material Adverse Effect.

Year 2000 Compliance. The Borrower Company has (ia) initiated a review and assessment of all areas within the its and each of its Subsidiaries' business and operations of the Borrower and its Subsidiaries (including those areas affected by suppliers suppliers, vendors and vendorscustomers) that could be adversely affected by the "Year YEAR 2000 Problem") PROBLEM" (that is, the risk that computer applications used by it the Company or any of its Subsidiaries (or their respective supplier suppliers, vendors and vendorscustomers) may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 1999), ) and (iib) has developed a plan and timeline for addressing the Year 2000 Problem problem on a timely basis and (iii) to datebasis. Based on the foregoing, implemented such plan in substantial accordance with such timetable. The Borrower reasonably the Company believes that all computer applications (including those of its suppliers, vendors and customers) that are material Material to the business or operations of the Borrower its or any of its Subsidiaries will Subsidiaries' business and operations are reasonably expected on a timely basis to be able to perform properly date-sensitive functions for all dates before and from and after January 1, 20002000 (that is, be "YEAR 2000 COMPLIANT"), except to the extent that a failure to do so could not reasonably be expected to have a Material Adverse Effect.

Year 2000 Compliance. The Each Borrower has (i) initiated a review and assessment of all areas within the its and each of its Subsidiaries' business and operations of the Borrower and its Subsidiaries (including those areas affected by suppliers and vendors) that could be adversely affected by the "Year 2000 Problem") " (that is, the risk that computer applications used by it such Borrower or any of its Subsidiaries (or their respective supplier its suppliers and vendors) may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 1999), (ii) developed a plan and timeline for addressing the Year 2000 Problem on a timely basis basis, and (iii) to date, implemented such that plan in substantial accordance with such that timetable. The Borrower reasonably believes that all computer applications (including those of its suppliers and vendors) that are material to the business or operations of the Borrower its or any of its Subsidiaries Subsidiaries' business and operations will on a timely basis be able to perform properly date-sensitive functions for all dates before and from and after January 1, 20002000 (that is, be "Year 2000 Compliant"), except to the extent that a failure to do so could not reasonably be expected to have a Material Adverse Effect.

Year 2000 Compliance. The Borrower has (ia) initiated a review -------------------- and assessment of all areas within the its and each of its Subsidiaries' business and operations of the Borrower and its Subsidiaries (including those areas affected by suppliers and vendors) that could be adversely affected by the "Year 2000 Problem") (that is, the risk that computer applications used by it the Borrower or any of its Subsidiaries (or their respective supplier suppliers and vendors) may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 19991999 (the "Year 2000 Problem"), (iib) developed a ----------------- plan and timeline for addressing the Year 2000 Problem on a timely basis basis, and (iiic) to date, implemented such that plan in substantial accordance with such that timetable. The Borrower reasonably believes that all All computer applications (including those of its suppliers and vendors) that are material to the business or operations of the Borrower Borrower's or any of its Subsidiaries will Subsidiaries' business and operations are expected on a timely basis to be able to perform properly date-sensitive functions for all dates before and from and after January 1, 20002000 (that is, be "Year 2000 --------- Compliant"), except to the extent that a such failure to do so could not reasonably be --------- expected to have a Material Adverse Effect.

Year 2000 Compliance. The Borrower has Each of the Borrowers have (i) initiated a review and assessment of all areas within the business its and each of its respective Subsidiaries' businesses and operations of the Borrower and its Subsidiaries (including those areas affected by suppliers and vendors) that could be adversely affected by the "Year 2000 Problem") " (that this is, the risk that computer applications used by it such Borrower or any of its Subsidiaries (or their respective supplier its suppliers and vendors) may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 1999), (ii) developed a plan and timeline for addressing the Year 2000 Problem on a timely basis basis, and (iii) to date, implemented such plan in substantial accordance with such timetablethat plan. The Borrower Each of the Borrowers reasonably believes that all computer applications (including those of its suppliers and vendors) that are material to the business or operations of the Borrower its or any of its Subsidiaries Subsidiaries' business and operations will on a timely basis be able to perform properly date-sensitive functions for all dates before and from and after January 1, 20002000 (that is, be "Year 2000 compliant"), except to the extent that a failure to do so could not reasonably be expected to have a Material Materially Adverse Effect.

Year 2000 Compliance. The Borrower Company has (i) initiated a review and assessment of all areas within the business and operations of the Borrower Company and each of its Subsidiaries (including those areas affected by suppliers and vendors) that could be adversely affected by the "Year YEAR 2000 Problem") PROBLEM" (that is, the risk that computer applications used by it or any of its Subsidiaries (or their respective supplier suppliers and vendors) may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 1999), (ii) developed a plan and timeline for addressing the Year 2000 Problem on a timely basis and (iii) to date, implemented such plan in substantial accordance with such timetable. The Borrower Company reasonably believes that all computer applications (including those of suppliers and vendors) that are material to the business or operations of the Borrower Company or any of its Subsidiaries will on a timely basis be able to perform properly date-sensitive functions for all dates before and from and after January 1, 20002000 (that is, be "YEAR 2000 COMPLIANT"), except to the extent that a failure to do so could not reasonably be expected to have a Material Adverse Effect.

Year 2000 Compliance. The Borrower has (i) initiated a review and assessment of all areas within the business and operations of the Borrower and its Subsidiaries (including those areas affected by suppliers and vendors) that could be adversely affected by the "Year YEAR 2000 ProblemPROBLEM") (that is, the risk that computer applications used by it or any of its Subsidiaries (or their respective supplier and vendors) may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 1999), (ii) developed a plan and timeline for addressing the Year 2000 Problem on a timely basis and (iii) to date, implemented such plan in substantial accordance with such timetable. The Borrower reasonably believes that all computer applications that are material to the business or operations of the Borrower or any of its Subsidiaries will on a timely basis be able to perform properly date-sensitive functions for all dates before and from and after January 1, 2000, except to the extent that a failure to do so could not reasonably be expected to have a Material Adverse Effect.

Year 2000 Compliance. The US Borrower has (ia) initiated a review and assessment of all areas within the its and each of its Subsidiaries' business and operations of the Borrower and its Subsidiaries (including those areas affected by suppliers and vendors) that could be adversely affected by the "Year 2000 Problem") " (that is, the risk that computer applications used by it or any of US Borrower and its Subsidiaries (or their respective supplier and vendors) may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 1999), (iib) developed a plan and timeline for addressing the Year 2000 Problem on a timely basis basis, and (iiic) to date, implemented such that plan in substantial accordance with such that timetable. The US Borrower reasonably believes that all computer applications (including those of its suppliers and vendors) that are material to the business or operations of the Borrower its or any of its Subsidiaries Subsidiaries' business and operations will on a timely basis be able to perform properly date-sensitive functions for all dates before and from and after January 1, 20002000 (that is, be "Year 2000 compliant"), except to the extent that a failure to do so could would not reasonably be expected to have a Material Adverse Effect.

Year 2000 Compliance. The Borrower has (i) initiated a review and assessment of all areas within the its and each of its Subsidiaries' business and operations of the Borrower and its Subsidiaries (including those areas affected by suppliers and vendors) that could be adversely affected by the "Year 2000 Problem") " (that is, the risk that computer applications used by it the Borrower or any of its Subsidiaries (or their respective supplier and vendors) may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 1999), (ii) developed a plan and timeline for addressing the Year 2000 Problem on a timely basis basis, and (iii) to date, implemented such that plan in substantial accordance with such that timetable. The Based on the foregoing, the Borrower reasonably believes that all computer applications of the Borrower and its Subsidiaries that are material to the business or operations of the Borrower its or any of its Subsidiaries will Subsidiaries' business and operations are reasonably expected on a timely basis to be able to perform properly date-sensitive functions for all dates before and from and after January 1, 20002000 (that is, be "Year 2000 Compliant"), except to the extent that a failure to do so could not reasonably be expected to have a Material Adverse Effect.

Year 2000 Compliance. The Borrower has (i) initiated a review and assessment of all areas within the its and each of its Subsidiaries' business and operations of the Borrower and its Subsidiaries (including those areas affected by suppliers and vendors) that could be adversely affected by the "Year YEAR 2000 Problem") PROBLEM" (that is, the risk that computer applications used by it Borrower or any of its Subsidiaries (or their respective supplier its suppliers and vendors) may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 1999), (ii) developed a plan and timeline for addressing the Year 2000 Problem on a timely basis basis, and (iii) to date, implemented such that plan in substantial accordance with such that timetable. The Borrower reasonably believes that all computer applications (including those of its suppliers and vendors) that are material to the business or operations of the Borrower its or any of its Subsidiaries Subsidiaries' business and operations will on a timely basis be able to perform properly date-sensitive functions for all dates before and from and after January 1, 20002000 (that is, be "YEAR 2000 COMPLIANT"), except to the extent that a failure to do so could not reasonably be expected to have a Material Adverse Effect.

Year 2000 Compliance. The Borrower has (i) initiated a review and assessment of all areas within the business and operations of the Borrower and each of its Subsidiaries (including those areas affected by suppliers and vendors) that could be adversely affected by the "Year 2000 Problem") " (that is, the risk that computer applications used by it or any of its Subsidiaries (or their respective supplier suppliers and vendors) may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 1999), (ii) developed a plan and timeline timetable for addressing the Year 2000 Problem on a timely basis and (iii) to date, implemented such plan in substantial accordance with such timetable. The Borrower reasonably believes that all computer applications that are material to the business or operations of the Borrower or any of its Subsidiaries will on a timely basis be able to perform properly date-sensitive functions for all dates before and from and after January 1, 2000, except to the extent that a failure to do so could not reasonably be expected to have a Material Adverse Effect.material adverse effect on the business, financial condition, results of operations or

Year 2000 Compliance. The US Borrower has (ia) initiated a review and assessment of all areas within the its and each of its Subsidiaries' business and operations of the Borrower and its Subsidiaries (including those areas affected by suppliers and vendors) that could be adversely affected by the "Year 2000 Problem") " (that is, the risk that computer applications used by it or any of US Borrower and its Subsidiaries (or their respective supplier and vendors) may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 1999), (ii) developed b)developed a plan and timeline for addressing the Year 2000 Problem on a timely basis basis, and (iiic) to date, implemented such that plan in substantial accordance with such that timetable. The US Borrower reasonably believes that all computer applications (including those of its suppliers and vendors) that are material to the business or operations of the Borrower its or any of its Subsidiaries Subsidiaries' business and operations will on a timely basis be able to perform properly date-sensitive functions for all dates before and from and after January 1, 20002000 (that is, be "Year 2000 compliant"), except to the extent that a failure to do so could would not reasonably be expected to have a Material Adverse Effect.

Year 2000 Compliance. The Borrower has (i) initiated a review and assessment of all areas within the business its and each of its subsidiaries' businesses and operations of the Borrower and its Subsidiaries (including those areas affected by suppliers and vendors) that could be adversely affected by the "Year 2000 Problem") " (that is, the risk that computer applications used by it such Borrower or any of its Subsidiaries subsidiaries (or their respective supplier suppliers and vendors) may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 1999), (ii) developed a plan and timeline for addressing the Year 2000 Problem on a timely basis and (iii) to date, implemented such that plan in substantial accordance with such that timetable. The Borrower reasonably believes that all computer applications (including those of its suppliers and vendors) that are material to the business or operations of the Borrower its or any of its Subsidiaries subsidiaries' business and operations will on a timely basis be able to perform properly date-sensitive functions for all dates before and from and after January 1, 20002000 (that is, be "Year 2000 compliant"), except to the extent that a failure to do so could not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on its business, financial condition, or ability to repay the Loans.

Year 2000 Compliance. The Borrower has has (i1) initiated a review and assessment of all areas area within the its and each of its subsidiaries' business and operations of the Borrower and its Subsidiaries (including those areas affected by suppliers and vendors) that could be adversely affected by the "Year 2000 Problem") " (that is, the risk that computer applications used by it the Borrower or any of its Subsidiaries its' subsidiaries (or their respective supplier its suppliers and vendors) may be unable to recognize and or perform properly properlv date-sensitive functions involving certain dates prior to and any date after December 313 1, 1999), (ii) developed a plan and timeline timetable for addressing the Year 2000 Problem on a timely basis basis, and (iii) to date, implemented such that plan in substantial accordance ,with such that timetable. The Borrower reasonably believes that all computer applications (including those of suppliers and vendors) that are material to the business or operations of the Borrower its or any of its Subsidiaries subsidiaries' business and operations will on a timely basis be able to perform properly date-date sensitive functions for all dates before and from and after January 1, . 2000, except to the extent that a failure to do so could not reasonably be expected to have a Material Adverse Effectmaterial adverse effect.

Year 2000 Compliance. The Borrower As described in the Company's Third Quarter 1998 Form 10-Q, the Company has (i) initiated a review and assessment of all areas within the business and operations of the Borrower Company and each of its Subsidiaries (including those areas affected by suppliers and vendors) that could be adversely affected by the "Year 2000 Problem") " (that is, the risk that computer applications used by it or any of its Subsidiaries (or their respective supplier suppliers and vendors) may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 1999), (ii) developed is developing a plan and timeline for addressing the Year 2000 Problem on a timely basis and (iii) to date, implemented is implementing such plan in substantial accordance with such timetableplan. The Borrower Company reasonably believes that all computer applications that are material to the business or operations of the Borrower Company or any of its Subsidiaries will on a timely basis be able to perform properly date-sensitive functions for all dates before and from and after January 1, 20002000 (that is, be "Year 2000 Compliant"), except to the extent that a failure failures to do so could not not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Year 2000 Compliance. The Borrower Company has (ia) initiated a review and assessment of all areas within the its and each of its Subsidiaries' business and operations of the Borrower and its Subsidiaries (including those areas affected by its suppliers and vendors) that could be adversely affected by the "Year 2000 Problem") " (that is, the risk that computer applications used by it Company or any of its Subsidiaries (or their respective supplier its suppliers and vendors) may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 1999), (iib) developed a plan and timeline for addressing the Year 2000 Problem on a timely basis basis, and (iiic) to date, implemented such that plan in substantial accordance with such that timetable. The Borrower Company reasonably believes that all computer applications (including those of its suppliers and vendors) that are material to the business or operations of the Borrower its or any of its Subsidiaries Subsidiaries' business and operations will on a timely basis be able to perform properly date-sensitive functions for all dates before and from and after January 1, 20002000 (that is, be "YEAR 2000 COMPLIANT"), except to the extent that a failure to do so could not reasonably be expected to have a Material Adverse Effect.

Year 2000 Compliance. The Borrower has Borrowers have (ia) initiated -------------------- a review and assessment of all areas within their and each of the Subsidiaries' business and operations of the Borrower and its Subsidiaries (including those areas affected by suppliers and vendors) that could be adversely affected by the "Year 2000 Problem") (that is, the risk that computer applications used by it the Borrowers or any of its their Subsidiaries (or their respective supplier suppliers and vendors) may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 19991999 (the "Year 2000 Problem"), (iib) developed a plan and timeline for addressing the Year 2000 Problem on a timely basis basis, and (iiic) to date, implemented such that plan in substantial accordance with such that timetable. The Borrower Borrowers reasonably believes believe that all computer applications (including those of their suppliers and vendors) that are material to the business or operations of the Borrower them or any of its Subsidiaries their Subsidiaries' business and operations will on a timely basis be able to perform properly date-date- sensitive functions for all dates before and from and after January 1, 20002000 (such compliance, "Year 2000 Compliant"), except to the extent that a failure to do so could not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the Borrowers and their Subsidiaries, taken as a whole.

Year 2000 Compliance. The Borrower has (i) has initiated a review and assessment of all areas within the its and each of its Subsidiaries' business and operations of the Borrower and its Subsidiaries (including those areas affected by suppliers and vendors) that could be adversely affected by the "Year 2000 Problem") " (that is, the risk that computer applications used by it the Borrower or any of its Subsidiaries (or their respective supplier its suppliers and vendors) may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 1999), (ii) developed is developing a plan and timeline for addressing the Year 2000 Problem on a timely basis basis, and (iii) to date, implemented such will implement that plan in substantial accordance with such that timetable. The Borrower reasonably believes that all computer applications (including those of its suppliers and vendors) that are material to the business or operations of the Borrower its or any of its Subsidiaries Subsidiaries' business and operations will on a timely basis be able to perform properly date-sensitive functions for all dates before and from and after January 1, 20002000 (that is, be "Year 2000 compliant"), except to the extent that a failure to do so could not reasonably be expected to have a Material Materially Adverse Effect.

Year 2000 Compliance. The Borrower has has (ia) initiated a review and assessment of all areas within the its and each of its Subsidiaries' business and operations of the Borrower and its Subsidiaries (including those areas affected by suppliers suppliers, vendors and vendorscustomers) that could be adversely affected by the "Year 2000 Problem") " (that is, the risk that computer applications used by it the Borrower or any of its Subsidiaries (or their respective supplier suppliers, vendors and vendorscustomers) may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 1999), ) and (iib) developed will develop a plan and timeline for addressing the Year 2000 Problem on a timely basis and (iii) to datebasis. Based on the foregoing, implemented such plan in substantial accordance with such timetable. The the Borrower reasonably believes that all computer applications (including those of its suppliers, vendors and customers) that are material to the business or operations of the Borrower its or any of its Subsidiaries will Subsidiaries' business and operations are reasonably expected on a timely basis to be able to perform properly date-sensitive functions for all dates before and from and after January 1, 20002000 (that is, be "Year 2000 Compliant"), except to the extent that a failure to do so could not reasonably be expected to have a Material Adverse Effect.

Year 2000 Compliance. The Borrower Company has (i) initiated a review and assessment of all areas within the its and each of its Subsidiaries' business and operations of the Borrower and its Subsidiaries (including those areas affected by suppliers and vendors) that could be adversely affected by the "Year 2000 Problem") " (that is, the risk that computer applications used by it the Company or any of its Subsidiaries (or their respective supplier suppliers and vendors) may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 1999), (ii) developed a plan and timeline for addressing the Year 2000 Problem on a timely basis basis, and (iii) to date, implemented such that plan in substantial accordance with such that timetable. The Borrower reasonably Company believes that all computer -39- 44 applications (including those of its suppliers and vendors) that are material to the business or operations of the Borrower its or any of its Subsidiaries Subsidiaries' business and operations will on a timely basis be able to perform properly date-sensitive functions for all dates before and from and after January 1, 20002000 (that is, be "Year 2000 compliant"), except to the extent that a failure to do so could not reasonably be expected to have a Material Adverse Effect.

Year 2000 Compliance. The Borrower has (i) initiated a review and assessment of all areas within the its and each of its Subsidiaries' business and operations of the Borrower and its Subsidiaries (including those areas affected by suppliers and vendors) that could be adversely affected by the "Year 2000 Problem") " (that is, the risk that computer applications used by it the Borrower or any of its Subsidiaries (or their respective supplier suppliers and vendorsvenders) may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 1999), (ii) developed a plan and timeline for addressing the Year 2000 Problem on a timely basis basis, and (iii) to date, implemented such that plan in substantial accordance with such timetable. The Borrower reasonably believes that all computer applications (including those of its suppliers and vendors) that are material to the business or operations of the Borrower its or any of its Subsidiaries Subsidiaries' business and operations will on a timely basis be able to perform properly date-sensitive functions for all dates before and from and after January 1, 20002000 (that is, be "Year 2000 compliant"), except to the extent that a failure to do so could not reasonably be expected to have a Material Adverse Effect.

Year 2000 Compliance. The Borrower has (i) initiated a review and assessment of all areas within the business and operations of the Borrower and each of its Subsidiaries (including those areas affected by suppliers and vendors) that could be adversely affected by the "Year 2000 Problem") " (that is, the risk that computer applications used by it or any of its Subsidiaries (or their respective supplier suppliers and vendors) may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 1999), (ii) developed a plan and timeline timetable for addressing the Year 2000 Problem on a timely basis and (iii) to date, implemented such plan in substantial accordance with such timetable. The Borrower reasonably believes that all computer applications that are material to the business or operations of the Borrower or any of its Subsidiaries will on a timely basis be able to perform properly date-sensitive functions for all dates before and from and after January 1, 2000, except to the extent that a failure to do so could not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, financial condition, results of operations or prospects of the Borrower and its Consolidated Subsidiaries, considered as a whole.

Year 2000 Compliance. The Borrower has (i) initiated From time to time after the -------------------- Closing, Vencor will continue a review and assessment of all areas within the business its and its Subsidiaries' businesses and operations of the Borrower and its Subsidiaries (including those areas affected by suppliers and vendors) that could be adversely affected by the "Year 2000 Problem") " (that is, the risk that computer applications used by it or any of its Subsidiaries (or their respective supplier suppliers and vendors) may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 1999), (ii) developed . Vencor will continue to develop a plan and timeline for addressing the Year 2000 Problem on a timely basis and (iii) from time to date, implemented such time implement that plan in substantial accordance with such that timetable. The Borrower Borrowers reasonably believes believe that all computer applications (including those of its suppliers and vendors) that are material to the business or operations of the Borrower its or any of its Subsidiaries Subsidiaries' businesses and operations will on a timely basis be able to perform properly date-sensitive sensative functions for all dates before and from and after January 1, 20002000 (that is, be "Year 2000 compliant"), except to the extent that a failure to do so could not reasonably be expected to have a Material Adverse Effect.

Year 2000 Compliance. The Borrower has (i) initiated a review and assessment of all areas within the its and each of its Subsidiaries' business and operations of the Borrower and its Subsidiaries (including those areas affected by suppliers and vendors) that could be adversely affected by the "Year 2000 Problem") " (that is, the risk that computer applications used by it the Borrower or any of its Subsidiaries (or their respective supplier its suppliers and vendors) may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 1999), (ii) developed a plan and timeline for addressing the Year 2000 Problem on a timely basis basis, and (iii) to date, implemented such that plan in substantial accordance with such that timetable. The Borrower reasonably believes that all computer applications (including those of its suppliers and vendors) that are material to the business or operations of the Borrower its or any of its Subsidiaries Subsidiaries' business and operations will on a timely basis be able to perform properly date-sensitive functions for all dates before and from and after January 1, 20002000 (that is, be "Year 2000 compliant"), except to the extent that a failure to do so could not reasonably be expected to have a Material Materially Adverse Effect.

Year 2000 Compliance. The Borrower has (i) initiated a review and assessment of all areas within the its and each of its Subsidiaries' business and operations of the Borrower and its Subsidiaries (including those areas affected by suppliers and vendors) that could be adversely affected by the "Year 2000 Problem") " (that is, the risk that computer applications used by it Borrower or any of its Subsidiaries (or their respective supplier its suppliers and vendors) may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 1999), (ii) developed a plan and timeline for addressing the Year 2000 Problem on a timely basis basis, and (iii) to date, implemented such that plan in substantial accordance with such the timetable. The Borrower reasonably believes that all computer applications (including those of its suppliers and vendors) that are material to the business or operations of the Borrower its or any of its Subsidiaries Subsidiaries' business and operation will on a timely basis be able to perform properly date-sensitive functions for all dates before and from and after January 1, 20002000 (that is, be "Year 2000 Compliant"), except to the extent that a failure to do so could not reasonably be expected to have a Material Adverse Effect.

Year 2000 Compliance. The Except as set forth in Item 6.15 of -------------------- --------- the Disclosure Schedule, the Borrower has (i) initiated undertaken a detailed review and assessment of all areas within the business and operations of the Borrower it and its Subsidiaries (including those areas affected by suppliers and vendors) that could be adversely affected by the "Year 2000 Problem") " (that ----------------- is, the risk that computer applications used by it the Borrower or any of its Subsidiaries (or their respective supplier and vendors) may be unable to recognize and perform properly datedata-sensitive functions involving certain dates prior to and any date after December 31, 1999), (ii) developed a detailed plan and timeline for addressing the Year 2000 Problem on a timely basis basis, and (iii) to date, implemented such that plan in substantial accordance with such that timetable. The Borrower reasonably believes anticipates that all computer applications that are material to the business or and operations of the Borrower or any of it and its Subsidiaries will on a timely basis be able to perform properly date-sensitive functions for all dates before and from and after January 1, 20002000 (that is, except to the extent that a failure to do so could not reasonably be expected to have a Material Adverse Effect."Year 2000 Compliant"). -------------------

Year 2000 Compliance. The Borrower Each of the Borrowers has (i) initiated a review and assessment of all areas within the its and each of its Material Subsidiaries' business and operations of the Borrower and its Subsidiaries (including those areas affected by suppliers and vendors) that could be adversely affected by the "Year 2000 Problem") (that is, the risk that computer applications used by it such Borrower or any of its Material Subsidiaries (or their respective supplier and vendors) may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 19991999 (the "Year 2000 Problem"), (ii) developed a plan and timeline timetable for addressing the Year 2000 Problem on a timely basis and (iii) to date, implemented such that plan in substantial accordance with such timetable. The Borrower reasonably Based on the foregoing, each of the Borrowers believes that all computer applications that it owns or licenses and that are material to the business or operations of the Borrower its or any of its Subsidiaries will Material Subsidiaries' business and operations are reasonably expected on a timely basis to be able to perform properly date-sensitive functions for all dates before and from and after January 1, 20002000 ("Year 2000 Compliant"), except to the extent that a failure to do so could not reasonably be expected to have a Material Adverse Effect.

Year 2000 Compliance. The Borrower has (ia) initiated a review and assessment of all areas within the its and each of its Consolidated Affiliates' business and operations of the Borrower and its Subsidiaries (including those areas affected by suppliers and vendors) that could be adversely affected by the "Year 2000 Problem") " (that is, the risk that computer applications used by it Borrower or any of its Subsidiaries Consolidated Affiliates (or their respective supplier its suppliers and vendors) may be unable to recognize and perform properly date-date- sensitive functions involving certain dates prior to and any date after December 31, 1999), (iib) developed a plan and timeline for addressing the Year 2000 Problem on a timely basis basis, and (iiic) to date, implemented such that plan in substantial accordance with such that timetable. The Borrower reasonably believes that all computer applications (including those of its suppliers and vendors) that are material to the business or operations of the Borrower its or any of its Subsidiaries Consolidated Affiliates' business and operations will on a timely basis be able to perform properly date-sensitive functions for all dates before and from and after January 1, 20002000 (that is, be "Year 2000 compliant"), except to the extent that a failure to do so could not reasonably be expected to have a Material Adverse Effect.

Year 2000 Compliance. The Borrower has (ia) initiated a review and -------------------- assessment of all areas within the its and each of its Subsidiaries' business and operations of the Borrower and its Subsidiaries (including those areas affected by suppliers and vendors) that could be adversely affected by the "Year 2000 Problem") (that is, the risk that computer applications used by it the Borrower or any of its Subsidiaries (or their respective supplier suppliers and vendors) may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 19991999 (the "Year 2000 Problem"), (iib) developed a ----------------- plan and timeline for addressing the Year 2000 Problem on a timely basis basis, and (iiic) to date, implemented such that plan in substantial accordance with such that timetable. The Borrower reasonably believes that all All computer applications (including those of its suppliers and vendors) that are material to the business or operations of the Borrower Borrower's or any of its Subsidiaries will Subsidiaries' business and operations are expected on a timely basis to be able to perform properly date-sensitive functions for all dates before and from and after January 1, 20002000 (that is, be "Year 2000 --------- Compliant"), except to the extent that a such failure to do so could not reasonably be --------- expected to have a Material Adverse Effect.. -116-