BEING HEREIN COLLECTIVELY CALLED
THE "EXISTING INDEBTEDNESS").
ON AND AS OF THE EFFECTIVE DATE, ALL OF THE
EXISTING INDEBTEDNESS SHALL REMAIN OUTSTANDING AFTER GIVING EFFECT TO THE
TRANSACTION AND THE OTHER TRANSACTIONS CONTEMPLATED HEREBY (AS IF SAME HAD BEEN
CONSUMMATED ON THE EFFECTIVE DATE) WITHOUT ANY BREACH, REQUIRED REPAYMENT,
REQUIRED OFFER TO PURCHASE, DEFAULT, EVENT OF DEFAULT OR TERMINATION RIGHTS
EXISTING THEREUNDER OR ARISING AS A RESULT OF THE TRANSACTION AND THE OTHER
TRANSACTIONS CONTEMPLATED HEREBY.
6.03.
ADVERSE CHANGE, APPROVALS.
(A)
SINCE DECEMBER 31, 2003, NOTHING
SHALL HAVE OCCURRED (AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY LENDER SHALL
HAVE BECOME AWARE OF ANY FACTS OR CONDITIONS NOT PREVIOUSLY KNOWN) WHICH THE
ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS SHALL REASONABLY DETERMINE HAS HAD,
OR COULD REASONABLY BE EXPECTED TO HAVE, (I) A MATERIAL ADVERSE EFFECT OR (II) A
MATERIAL ADVERSE EFFECT ON THE TRANSACTION.
(B)
ALL NECESSARY GOVERNMENTAL (DOMESTIC AND FOREIGN) AND THIRD PARTY
APPROVALS AND/OR CONSENTS IN CONNECTION WITH THIS AGREEMENT AND THE OTHER CREDIT
DOCUMENTS SHALL HAVE BEEN OBTAINED AND REMAIN IN EFFECT.
ON THE EFFECTIVE DATE,
THERE SHALL NOT EXIST ANY JUDGMENT, ORDER, INJUNCTION OR OTHER RESTRAINT ISSUED
OR FILED OR A HEARING SEEKING INJUNCTIVE RELIEF OR OTHER RESTRAINT PENDING OR
NOTIFIED PROHIBITING OR IMPOSING MATERIALLY ADVERSE CONDITIONS UPON THE
TRANSACTION OR THE OTHER TRANSACTIONS CONTEMPLATED BY THE CREDIT DOCUMENTS.
6.04.
LITIGATION.
THERE SHALL BE NO ACTIONS, SUITS OR PROCEEDINGS
PENDING OR THREATENED BY ANY ENTITY (PRIVATE OR GOVERNMENTAL) (I) WITH RESPECT
TO THE TRANSACTION, THIS AGREEMENT OR ANY OTHER DOCUMENT, OR (II) WHICH THE
ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS SHALL DETERMINE HAS HAD, OR COULD
REASONABLY BE EXPECTED TO HAVE, A MATERIAL ADVERSE EFFECT.
50
6.05.
FINANCIAL STATEMENTS; PRO FORMA FINANCIAL STATEMENTS; PROJECTIONS.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED TRUE AND CORRECT COPIES OF THE
HISTORICAL FINANCIAL STATEMENTS, THE PRO FORMA BALANCE SHEET AND THE PROJECTIONS
REFERRED TO IN SECTIONS 8.05(A) AND (D), WHICH HISTORICAL FINANCIAL STATEMENTS,
PRO FORMA BALANCE SHEET AND PROJECTIONS SHALL BE IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT AND THE REQUIRED LENDERS.
6.06.
FEES, ETC.
ON THE EFFECTIVE DATE, THE BORROWER SHALL HAVE PAID TO
THE ADMINISTRATIVE AGENT AND EACH LENDER ALL COSTS, FEES AND EXPENSES
(INCLUDING, WITHOUT LIMITATION, LEGAL FEES AND EXPENSES) AND OTHER COMPENSATION
CONTEMPLATED HEREBY PAYABLE TO THE ADMINISTRATIVE AGENT OR SUCH LENDER TO THE
EXTENT THEN DUE.
6.07.
NO DEFAULT; REPRESENTATIONS AND WARRANTIES.
ON THE EFFECTIVE DATE
AND IMMEDIATELY AFTER GIVING EFFECT THERETO AND TO THE ENTERING INTO OF THIS
AGREEMENT, (I) THERE SHALL EXIST NO DEFAULT OR EVENT OF DEFAULT AND (II) ALL
REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN SHALL BE TRUE AND CORRECT IN ALL
MATERIAL RESPECTS WITH THE SAME EFFECT AS THOUGH SUCH REPRESENTATIONS AND
WARRANTIES HAD BEEN MADE ON SUCH DATE (IT BEING UNDERSTOOD AND AGREED THAT ANY
REPRESENTATION OR WARRANTY WHICH BY ITS TERMS IS MADE AS OF A SPECIFIED DATE
SHALL BE REQUIRED TO BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ONLY AS OF
SUCH SPECIFIED DATE).
The