OF SUCH REPRESENTATIONS AND WARRANTIES TO
BE SO TRUE AND CORRECT, INDIVIDUALLY OR IN THE AGGREGATE, HAVE NOT HAD OR WOULD
NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, AND (II) THE
REPRESENTATIONS AND WARRANTIES OF THE COMPANY SET FORTH IN SECTION 3.4(A) AND
(C) SHALL BE TRUE
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AND CORRECT IN ALL RESPECTS ON AND AS OF THE DATE HEREOF AND AS OF THE CLOSING
DATE, WITH THE SAME FORCE AND EFFECT AS THOUGH MADE ON AND AS OF SUCH DATES,
EXCEPT TO THE EXTENT THAT ANY SUCH REPRESENTATION OR WARRANTY IS MADE AS OF A
SPECIFIED DATE, IN WHICH CASE SUCH REPRESENTATION OR WARRANTY SHALL BE TRUE AND
CORRECT IN ALL RESPECTS AS OF SUCH SPECIFIED DATE.
(B)
COMPLIANCE WITH COVENANTS.
THE COMPANY SHALL HAVE PERFORMED OR
COMPLIED WITH, IN ALL MATERIAL RESPECTS, ITS AGREEMENTS AND COVENANTS REQUIRED
TO BE PERFORMED OR COMPLIED WITH UNDER THIS AGREEMENT ON OR PRIOR TO THE
CLOSING.
(C)
MATERIAL ADVERSE EFFECT.
THERE SHALL HAVE OCCURRED FOLLOWING THE
DATE OF THIS AGREEMENT NO CHANGE, EFFECT, EVENT, OCCURRENCE, DEVELOPMENT,
CIRCUMSTANCE OR STATE OF FACTS, THAT HAS HAD OR WOULD REASONABLY BE EXPECTED TO
HAVE OR RESULT IN A MATERIAL ADVERSE EFFECT.
(D)
OFFICER'S CERTIFICATE.
THE COMPANY SHALL HAVE DELIVERED TO THE
STANDBY PURCHASERS A CERTIFICATE OF ITS CHIEF EXECUTIVE OFFICER OR CHIEF
FINANCIAL OFFICER TO THE EFFECT THAT EACH OF THE CONDITIONS SPECIFIED IN THIS
SECTION 6(A), (B) AND (C) ARE SATISFIED IN ALL RESPECTS.
(E)
SECRETARY'S CERTIFICATE.
THE COMPANY SHALL HAVE DELIVERED TO THE
STANDBY PURCHASERS A SECRETARY'S CERTIFICATE, DULY EXECUTED BY THE SECRETARY OF
THE COMPANY, CERTIFYING AS TO (A) THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF
THE COMPANY APPROVING THE TRANSACTIONS CONTEMPLATED HEREBY, (B) THE COMPANY'S
CERTIFICATE OF INCORPORATION AND BYLAWS AND (C) THE INCUMBENCY AND SPECIMEN
SIGNATURE OF EACH OFFICER OF THE COMPANY EXECUTING THIS AGREEMENT AND ANY
DOCUMENT CONTEMPLATED TO BE DELIVERED PURSUANT HERETO ON BEHALF OF THE COMPANY.
THE COMPANY SHALL ALSO HAVE DELIVERED TO THE STANDBY PURCHASERS A CERTIFICATE OF
GOOD STANDING OF THE COMPANY IN ITS STATE OF ORGANIZATION.
(F)
REQUIRED CONSENTS.
ALL OF THE APPROVALS SET FORTH ON SCHEDULE
6(F) SHALL HAVE BEEN OBTAINED.
(G)
BANKRUPTCY COURT ORDERS.
THE CONFIRMATION ORDER AND THE APPROVAL
ORDER SHALL HAVE BEEN ENTERED BY THE BANKRUPTCY COURT, EACH SUCH ORDER SHALL
HAVE REMAINED IN FULL FORCE AND EFFECT, AND NO ORDER STAYING, REVERSING,
MODIFYING OR AMENDING EITHER THE CONFIRMATION ORDER OR THE APPROVAL ORDER SHALL
BE IN EFFECT, AND SINCE THE DATE HEREOF, NONE OF THE DEBTORS SHALL HAVE MADE A
PUBLIC ANNOUNCEMENT, ENTERED INTO AN AGREEMENT OR FILED ANY PLEADING, EVIDENCING
ITS INTENTION TO SUPPORT OR OTHERWISE SUPPORTS ANY TRANSACTION WITH RESPECT TO
THE REORGANIZATION OR SALE OF ANY OF THE DEBTORS OR OTHERWISE SHALL HAVE TAKEN
ANY ACTION THAT IS MATERIALLY INCONSISTENT WITH THE TRANSACTIONS CONTEMPLATED BY
THE EXISTING PLAN (AS AMENDED BY THE PLAN MODIFICATION), THE DISCLOSURE
STATEMENT OR THIS AGREEMENT.
(H)
PLAN AMENDMENTS.
(I) ANY MATERIAL AMENDMENT TO THE EXISTING PLAN,