OR AN ASSISTANT SECRETARY OF SUCH LOAN PARTY, AS APPLICABLE.
(L)
NO MATERIAL ADVERSE EFFECT.
SINCE DECEMBER 31, 2006, THERE SHALL
NOT HAVE OCCURRED A MATERIAL ADVERSE EFFECT (OTHER THAN EVENTS LEADING UP TO AND
RESULTING FROM THE FILING OF THE CASES).
(M)
NO MATERIAL LITIGATION.
OTHER THAN AS LISTED ON SCHEDULE 5.6, NO
LITIGATION, PROCEEDING, INVESTIGATION, INJUNCTION OR RESTRAINING ORDER SHALL BE
PENDING, ENTERED OR THREATENED THAT WOULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT OR A MATERIAL ADVERSE EFFECT ON THE TRANSACTIONS
CONTEMPLATED HEREBY.
(N)
INTERIM ORDER.
AT THE TIME OF THE MAKING OF THE INITIAL EXTENSION
OF CREDIT, AND IN ANY EVENT NO LATER THAN FIVE DAYS AFTER THE PETITION DATE, THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A COPY OF THE INTERIM ORDER APPROVING
THE LOAN DOCUMENTS AND GRANTING THE SUPERPRIORITY CLAIM STATUS AND LIENS
DESCRIBED IN SUBSECTIONS 2.8 AND 2.9 AND FINDING THAT THE LENDERS ARE EXTENDING
CREDIT TO THE BORROWER IN GOOD FAITH WITHIN THE MEANING OF SECTION 364(E) OF THE
BANKRUPTCY CODE, WHICH INTERIM ORDER SHALL (I) HAVE BEEN ENTERED WITH THE
CONSENT OR NON-OBJECTION OF A MAJORITY (AS DETERMINED BY THE ADMINISTRATIVE
AGENT) OF THE LENDING INSTITUTIONS PARTY TO THE PREPETITION CREDIT FACILITY AND
ON SUCH PRIOR NOTICE TO SUCH PARTIES (INCLUDING WITHOUT LIMITATION, THE
PREPETITION SECURED PARTIES) AS MAY BE REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT, (II) BE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
THE ADMINISTRATIVE AGENT, (III) AUTHORIZE EXTENSIONS OF CREDIT IN AMOUNTS NOT IN
EXCESS OF $100,000,000 (IV) AUTHORIZE THE USE OF CASH COLLATERAL UNDER THE
PREPETITION CREDIT FACILITY AND PROVIDE FOR ADEQUATE PROTECTION IN FAVOR OF THE
PREPETITION SECURED PARTIES AS SET FORTH IN SUBSECTION 2.8(C), (V) CONTAIN
CUSTOMARY PROVISIONS REGARDING CHALLENGES TO THE PREPETITION CLAIMS AND LIENS OF
THE PREPETITION SECURED PARTIES, SECTION 506(C) OF THE BANKRUPTCY CODE AND OTHER
MATTERS, (VI) APPROVE THE PAYMENT BY THE BORROWER OF ALL FEES, (VII) APPROVE
REPAYMENT IN FULL OF THE 2008 REVOLVING LOANS, THE 2008 SWINGLINE LOANS, THE
2008 REIMBURSEMENT OBLIGATIONS AND THE NEW TERM LOANS UNDER THE PREPETITION
CREDIT FACILITY, (VIII) BE IN FULL FORCE AND EFFECT AND (IX) NOT HAVE BEEN
STAYED, REVERSED, VACATED, RESCINDED, MODIFIED OR AMENDED IN ANY RESPECT AND, IF
THE INTERIM ORDER IS THE SUBJECT OF A PENDING APPEAL IN ANY RESPECT, NONE OF THE
MAKING OF SUCH EXTENSION OF CREDIT, THE GRANT OF LIENS AND SUPERPRIORITY CLAIMS
PURSUANT TO SUBSECTION 2.8 OR 2.9 OR THE PERFORMANCE BY THE LOAN PARTIES OF ANY
OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS OR
UNDER ANY OTHER INSTRUMENT OR AGREEMENT REFERRED TO HEREIN SHALL BE THE SUBJECT
OF A PRESENTLY EFFECTIVE STAY PENDING APPEAL.
(O)
FIRST DAY MOTION/ORDERS.
ALL MOTIONS AND ORDERS SUBMITTED TO THE
BANKRUPTCY COURT ON OR ABOUT THE PETITION DATE SHALL BE IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT, AND THE ADMINISTRATIVE
AGENT SHALL BE REASONABLY
58
SATISFIED WITH ANY CASH COLLATERAL ARRANGEMENTS APPLICABLE TO ANY MATERIAL
PRE-PETITION DATE SECURED OBLIGATIONS OF THE