INITIAL BORROWING DATE, HOLDINGS, THE
BORROWER AND THEIR RESPECTIVE SUBSIDIARIES SHALL HAVE NO OUTSTANDING
INDEBTEDNESS EXCEPT (I) PURSUANT TO THIS CREDIT AGREEMENT, (II) THE SENIOR
UNSECURED NOTES, (III) THE SENIOR SECURED NOTES, AND (IV) OTHER EXISTING
INDEBTEDNESS, IF ANY, AS SHALL BE PERMITTED TO REMAIN OUTSTANDING BY THE
ADMINISTRATIVE AGENT AND WHICH IS LISTED ON SCHEDULE III HERETO.
WITH RESPECT
TO EACH ISSUE OF INDEBTEDNESS WHICH IS TO REMAIN OUTSTANDING AS DESCRIBED IN
CLAUSES (I) THROUGH (IV) OF THE IMMEDIATELY PRECEDING SENTENCE THERE SHALL EXIST
NO DEFAULT OR EVENT OF DEFAULT, CHANGE OF CONTROL OR SIMILAR EVENT WHICH WOULD
REQUIRE ANY OFFERS TO REPURCHASE SAME, AND NO UNCURED BREACH THEREOF.
(I)
APPROVALS.
ALL NECESSARY MATERIAL GOVERNMENTAL (DOMESTIC AND
FOREIGN) AND THIRD PARTY APPROVALS AND/OR CONSENTS IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED HEREBY SHALL HAVE BEEN OBTAINED AND REMAIN IN FULL
FORCE AND EFFECT.
THERE SHALL NOT HAVE BEEN ANY STATUTE, RULE, REGULATION,
INJUNCTION OR ORDER APPLICABLE TO THE TRANSACTION AS CONTEMPLATED HEREBY, OR THE
FINANCING THEREOF, PROMULGATED, ENACTED, ENTERED OR ENFORCED BY ANY STATE OR
FEDERAL GOVERNMENT OR GOVERNMENTAL OR REGULATORY AUTHORITY OR AGENCY OR BY ANY
FEDERAL OR STATE COURT OR TRIBUNAL, NOR SHALL THERE BE PENDING ANY ACTION OR
PROCEEDING BY OR BEFORE ANY SUCH AUTHORITY, COURT OR TRIBUNAL, INVOLVING A
SUBSTANTIAL LIKELIHOOD OF AN ORDER, THAT WOULD PROHIBIT, RESTRICT, DELAY OR
OTHERWISE MATERIALLY ADVERSELY AFFECT THE TRANSACTIONS CONTEMPLATED HEREBY.
(J)
MATERIAL ADVERSE CHANGE, ETC.
SINCE MARCH 31, 2005, NOTHING
SHALL HAVE OCCURRED (AND NEITHER THE ADMINISTRATIVE AGENT NOR THE LENDERS SHALL
HAVE BECOME AWARE OF ANY FACTS, CONDITIONS OR OTHER INFORMATION NOT PREVIOUSLY
KNOWN TO THEM) WHICH HAS HAD OR COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
(K)
LITIGATION.
ON THE INITIAL BORROWING DATE, THERE SHALL BE NO
ACTIONS, SUITS, INVESTIGATIONS OR PROCEEDINGS PENDING OR THREATENED (A) WITH
RESPECT TO THIS CREDIT AGREEMENT, ANY OTHER CREDIT DOCUMENT OR ANY DOCUMENT
EXECUTED IN CONNECTION THEREWITH, OR (B) WHICH THE ADMINISTRATIVE AGENT SHALL
DETERMINE HAS HAD OR COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
(L)
CORPORATE PROCEEDINGS.
(I)
ON THE INITIAL BORROWING DATE, THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED CERTIFICATES FROM EACH CREDIT PARTY
DATED THE EFFECTIVE DATE AND IN THE FORM OF EXHIBIT H WITH APPROPRIATE
INSERTIONS, TOGETHER WITH COPIES OF THE GOVERNING DOCUMENTS OF SUCH CREDIT PARTY
AND THE RESOLUTIONS OF SUCH CREDIT PARTY REFERRED TO IN SUCH CERTIFICATE, AND
EACH OF THE FOREGOING SHALL BE IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO
THE ADMINISTRATIVE AGENT.
(II)
ON THE INITIAL BORROWING DATE, ALL CORPORATE AND LEGAL
PROCEEDINGS AND ALL INSTRUMENTS AND AGREEMENTS IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THIS CREDIT AGREEMENT SHALL BE REASONABLY
SATISFACTORY IN FORM AND SUBSTANCE TO THE ADMINISTRATIVE AGENT,
85
AND THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED ALL INFORMATION AND COPIES OF
ALL CERTIFICATES, DOCUMENTS AND PAPERS, INCLUDING GOOD STANDING CERTIFICATES AND
ANY OTHER RECORDS OF CORPORATE PROCEEDINGS AND GOVERNMENTAL APPROVALS, IF ANY,
WHICH THE ADMINISTRATIVE AGENT REASONABLY MAY HAVE REQUESTED IN CONNECTION
THEREWITH, SUCH