Common use of Adverse Change, Approvals Clause in Contracts

Adverse Change, Approvals. (a) Since September 29, 2013, nothing shall have occurred (and neither any Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known) which any Agent or the Required Lenders shall reasonably determine has had, or could reasonably be expected to have, a Material Adverse Effect. (b) On or prior to the Effective Date, all necessary governmental (domestic and foreign) and material third party approvals and/or consents in connection with this Agreement, the other transactions contemplated hereby and the granting of Liens under each applicable Security Document shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated hereby or otherwise referred to herein or therein. 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 this Agreement or the other transactions contemplated hereby or otherwise referred to herein or therein. On the Effective Date, the Collateral Agent shall have continuing, perfected Liens in the Collateral as and to the extent required under the terms hereof and of the Security Documents.

Adverse Change, Approvals. (ai) Since September 29December 31, 20132018, nothing there shall have occurred (and neither any Agent nor been no event or circumstance, either individually or in the Required Lenders shall have become aware of any facts aggregate, that has had or conditions not previously known) which any Agent or the Required Lenders shall reasonably determine has had, or could would reasonably be expected to have, have a Material Adverse Effect. (bii) On or prior to the Effective Date, Lender shall have received true, correct and complete copies of all documents relevant to the Transaction, as determined in Lender’s reasonable discretion, and all necessary governmental (domestic and foreign) and material third party approvals and/or consents in connection with this Agreementthe Transaction (and the payment of all fees, costs and expenses in connection therewith) and the other transactions contemplated hereby and the granting of Liens under each applicable Security Document shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which which, in the reasonable judgment of Lender, restrains, prevents prevents, or imposes materially adverse conditions upon upon, the consummation of this Agreement the Transaction or the other transactions contemplated hereby by the Credit Documents or otherwise referred to herein or therein. . (iii) 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 this Agreement the Transaction or the other transactions contemplated hereby by the Credit Documents or otherwise referred to herein or therein. On the Effective Date, the Collateral Agent shall have continuing, perfected Liens in the Collateral as and to the extent required under the terms hereof and of the Security Documents.

Adverse Change, Approvals. (a) Since From September 2930, 20132007 through the Original Effective Date, nothing shall have occurred (and neither any the Administrative Agent nor any of the Required Lenders shall have become aware of any facts or conditions not previously knownknown to it or them) which any Agent or the Required Lenders shall reasonably determine has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (b) On or prior to the Original Effective Date, all necessary governmental (domestic and foreign) and material third party approvals and/or consents in connection with this Agreement, the Transaction and the other transactions contemplated hereby and the granting of Liens under each applicable Security Document shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement the Transaction or the other transactions contemplated hereby by the Credit Documents or otherwise referred to herein or therein. On the Original 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 this Agreement the Transaction or the other transactions contemplated hereby by the Credit Documents or otherwise referred to herein or therein. On the Effective Date, the Collateral Agent shall have continuing, perfected Liens in the Collateral as and to the extent required under the terms hereof and of the Security Documents.

Adverse Change, Approvals. (a) Since September 29, 2013On or prior to the Initial Borrowing Date, nothing shall have occurred (and neither any the Administrative Agent nor the Required Lenders any Lender shall have become aware of any facts or conditions not previously known) which any the Administrative Agent or the Required Lenders shall reasonably determine has had, or could reasonably be expected to have, (i) a Material Adverse EffectEffect or (ii) a material adverse effect on the Transaction. (b) On or prior to the Effective Initial Borrowing Date, all necessary governmental (domestic and foreign) and material third party approvals and/or consents in connection with this Agreementthe Transaction, the other transactions contemplated hereby and the granting of Liens under each applicable Security Document the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement the Transaction or the other transactions contemplated hereby by the Documents or otherwise referred to herein or therein. On the Effective Initial Borrowing 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 this Agreement the Transaction or the other transactions contemplated hereby by the Documents or otherwise referred to herein or therein. On the Effective Date, the Collateral Agent shall have continuing, perfected Liens in the Collateral as and to the extent required under the terms hereof and of the Security Documents.

Adverse Change, Approvals. (a) Since September 29, 2013On or prior to the Initial Borrowing Date, nothing shall have occurred (and neither any the Administrative Agent nor the Required Lenders any Lender shall have become aware of any facts or conditions not previously known) which any the Administrative Agent or the Required Lenders shall reasonably determine has had, or could reasonably be expected to have, (i) a Material Adverse EffectEffect or (ii) a material adverse effect on the Transaction. (b) On or prior to the Effective Initial Borrowing Date, all necessary governmental (domestic and foreign) and material third party approvals and/or consents in connection with this Agreementthe Transaction, the other transactions contemplated hereby and the granting of Liens under each applicable Security Document the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement the Transaction or the other transactions contemplated hereby by the Credit Documents or otherwise referred to herein or therein. On the Effective Initial Borrowing 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 this Agreement the Transaction or the other transactions contemplated hereby by the Documents or otherwise referred to herein or therein. On the Effective Date, the Collateral Agent shall have continuing, perfected Liens in the Collateral as and to the extent required under the terms hereof and of the Security Documents.

Adverse Change, Approvals. (ai) Since September 29December 31, 20132010, nothing shall have occurred (and neither any Agent nor which, either individually or in the Required Lenders shall have become aware of any facts or conditions not previously known) which any Agent or the Required Lenders shall reasonably determine aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect. (bii) On or prior to the Effective Closing Date, all necessary governmental (domestic and foreign) and material third party approvals and/or consents in connection with this Agreementthe Transactions, the other transactions contemplated hereby and the granting of Liens under each applicable Security Document the Loan Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement the Transactions or the other transactions contemplated hereby by the Loan Documents or otherwise referred to herein or therein. On the Effective Closing 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 this Agreement the Transactions or the other transactions contemplated hereby by the Loan Documents or otherwise referred to herein or therein. On the Effective Date, the Collateral Agent shall have continuing, perfected Liens in the Collateral as and to the extent required under the terms hereof and of the Security Documents.

Adverse Change, Approvals. (a) Since September 29December 31, 20132011, nothing shall have occurred (and neither any the Administrative Agent nor the Required Lenders any Lender shall have become aware of any facts or conditions not previously known) which any the Administrative Agent or the Required Lenders shall reasonably determine has had, or could reasonably be expected to have, (i) a Material Adverse EffectEffect or (ii) a material adverse effect on the Transaction. (b) On or prior to the Effective Funding Date, all necessary governmental (domestic and foreign) and material third party approvals and/or consents in connection with this Agreementthe Transaction, the other transactions contemplated hereby and the granting of Liens under each applicable Security Document the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement the Transaction or the other transactions contemplated hereby by the Documents or otherwise referred to herein or therein. On the Effective Funding 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 this Agreement the Transaction or the other transactions contemplated hereby by the Documents or otherwise referred to herein or therein. On the Effective Date, the Collateral Agent shall have continuing, perfected Liens in the Collateral as and to the extent required under the terms hereof and of the Security Documents.

Adverse Change, Approvals. (a) Since September 29December 31, 20132005, nothing shall have occurred (and neither any the Administrative Agent nor the Required Lenders any Lender shall have become aware of any facts or conditions not previously known) which any the Administrative Agent or the Required Lenders shall reasonably determine has had, or could reasonably be expected to have, individually or in the aggregate, (i) a Material Adverse EffectEffect or (ii) a material adverse effect on the Transaction. (b) On or prior to the Effective Date, Initial Borrowing Date (i) all necessary governmental (domestic and foreign) ), regulatory and material third party approvals and/or consents in connection with this Agreementany Existing Indebtedness, the other Transaction, the transactions contemplated hereby by the Documents and the granting of Liens under each applicable Security Document otherwise referred to herein or therein shall have been obtained and remain in effectfull force and effect as of the Initial Borrowing Date and evidence thereof shall have been provided to the Administrative Agent, and (ii) all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other Transaction, the making of the Loans and the transactions contemplated hereby by the Documents or otherwise referred to herein or therein. On the Effective DateAdditionally, 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 this Agreement upon, or materially delaying, or making economically unfeasible, the consummation of the Transaction or the making of the Loans or the other transactions contemplated hereby by the Documents or otherwise referred to herein or therein. On the Effective Date, the Collateral Agent shall have continuing, perfected Liens in the Collateral as and to the extent required under the terms hereof and of the Security Documents.

Adverse Change, Approvals. (ai) Since September 29December 31, 20132012, nothing shall have occurred (and neither any Agent nor which, either individually or in the Required Lenders shall have become aware of any facts or conditions not previously known) which any Agent or the Required Lenders shall reasonably determine aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect. (bii) On or prior to the Effective Closing Date, all necessary governmental (domestic and foreign) and material third party approvals and/or consents in connection with this Agreementthe Transactions, the other transactions contemplated hereby and the granting of Liens under each applicable Security Document the Loan Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement the Transactions or the other transactions contemplated hereby by the Loan Documents or otherwise referred to herein or therein. On the Effective Closing 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 this Agreement the Transactions or the other transactions contemplated hereby by the Loan Documents or otherwise referred to herein or therein. On the Effective Date, the Collateral Agent shall have continuing, perfected Liens in the Collateral as and to the extent required under the terms hereof and of the Security Documents.

Adverse Change, Approvals. (a) Since September 29, 2013On the Effective Date, nothing shall have occurred (and neither any Agent nor the Required Lenders nor the Agent shall have become aware of any facts or conditions not previously known) which any Agent or the Required Lenders or the Agent shall reasonably determine has had, or could reasonably be expected to have, a Material Adverse Effect. (b) On or prior to the Effective Date, all necessary governmental (domestic and foreign) and material third party approvals and/or consents in connection with this Agreement, the Transaction and the other transactions contemplated hereby by the Documents and the granting of Liens under each applicable Security Document otherwise referred to herein or therein shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon upon, the consummation of this Agreement the Transaction or the other transactions contemplated hereby by the Documents or otherwise referred to herein or therein. On the Effective DateAdditionally, 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 this Agreement the Transaction or the other transactions contemplated hereby or otherwise referred to herein or therein. On by the Effective Date, the Collateral Agent shall have continuing, perfected Liens in the Collateral as and to the extent required under the terms hereof and of the Security Documents.

Adverse Change, Approvals. (a) Since September 29March 31, 20132007, nothing shall have occurred (and neither any the Administrative Agent nor any of the Required Lenders shall have become aware of any facts or conditions not previously knownknown to it or them) which any the Administrative Agent or the Required Lenders shall reasonably determine has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (b) On or prior to the Effective Initial Borrowing Date, all necessary governmental (domestic and foreign) and material third party approvals and/or consents in connection with this Agreement, the Transaction and the other transactions contemplated hereby and the granting of Liens under each applicable Security Document shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which which, in the judgment of the Administrative Agent, restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement the Transaction or the other transactions contemplated hereby by the Credit Documents or otherwise referred to herein or therein. On the Effective Initial Borrowing 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 this Agreement the Transaction or the other transactions contemplated hereby by the Credit Documents or otherwise referred to herein or therein. On the Effective Date, the Collateral Agent shall have continuing, perfected Liens in the Collateral as and to the extent required under the terms hereof and of the Security Documents.

Adverse Change, Approvals. (a) Since September 29On or prior to the Effective Date, 2013, ------------------------- nothing shall have occurred (and neither any the Administrative Agent nor the Required Lenders any Lender shall have become aware of any facts or conditions not previously known) which any the Administrative Agent or the Required Lenders shall reasonably determine has had, or could reasonably be expected to have, a Material Adverse Effect. (b) On or prior to the Effective Date, all necessary governmental (domestic and foreign) and material third party approvals and/or consents in connection with this Agreement, the other transactions contemplated hereby Refinancing and the entering into of the Credit Documents (and the incurrence of Indebtedness hereunder and the granting of Liens under each applicable Security Document hereunder and thereunder), including without limitation, any necessary approvals from the FCC, shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which in the reasonable judgment of the Administrative Agent or the Required Lenders, restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement the Refinancing or the other transactions contemplated hereby by the Credit Documents or otherwise referred to herein or therein. 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 this Agreement the Refinancing or the other transactions contemplated hereby by the Credit Documents or otherwise referred to herein or therein. On the Effective Date, the Collateral Agent shall have continuing, perfected Liens in the Collateral as and to the extent required under the terms hereof and of the Security Documents.

Adverse Change, Approvals. (a) Since September 29, 2013On the Effective Date, nothing shall have occurred (and neither any Agent nor the Required Lenders nor the Agent shall have become aware of any facts or conditions not previously known) which any Agent or the Required Lenders or the Agent shall reasonably determine has had, or could reasonably be expected to have, a Material Adverse Effect. (b) On or prior to the Effective Date, all necessary governmental (domestic and foreign) and material third party approvals and/or consents in connection with this Agreement, the Transaction and the other transactions contemplated hereby by the Credit Documents and the granting of Liens under each applicable Security Document otherwise referred to herein or therein shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon upon, the consummation of this Agreement the Transaction or the other transactions contemplated hereby by the Credit Documents or otherwise referred to herein or therein. On the Effective DateAdditionally, 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 this Agreement the Transaction or the other transactions contemplated hereby or otherwise referred to herein or therein. On by the Effective Date, the Collateral Agent shall have continuing, perfected Liens in the Collateral as and to the extent required under the terms hereof and of the Security Credit Documents.

Adverse Change, Approvals. (a) Since September 29January 31, 20132009, nothing shall have occurred (and neither any the Administrative Agent nor the Required Lenders any Lender shall have become aware of any facts or conditions not previously known) which any the Administrative Agent or the Required Lenders shall reasonably determine has had, or could reasonably be expected to have, have a Material Adverse Effect. (b) On or prior to the Effective Date, all necessary governmental (domestic and foreign) and material third party approvals and/or consents in connection with this Agreementthe Transaction, the other transactions contemplated hereby and the granting of Liens under each applicable Security Document the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement the Transaction or the other transactions contemplated hereby by the Documents or otherwise referred to herein or therein. 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 this Agreement the Transaction or the other transactions contemplated hereby by the Documents or otherwise referred to herein or therein. On the Effective Date, the Collateral Agent shall have continuing, perfected Liens in the Collateral as and to the extent required under the terms hereof and of the Security Documents.

Adverse Change, Approvals. (a) Since September January 29, 20132010, nothing shall have occurred (and neither any the Administrative Agent nor the Required Lenders any Lender shall have become aware of any facts or conditions not previously known) which any the Administrative Agent or the Required Lenders shall reasonably determine has had, or could reasonably be expected to have, have a Material Adverse Effect. (b) On or prior to the Restatement Effective Date, all necessary governmental (domestic and foreign) and material third party approvals and/or consents in connection with this Agreementthe Transaction, the other transactions contemplated hereby and the granting of Liens under each applicable Security Document the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement the Transaction or the other transactions contemplated hereby by the Documents or otherwise referred to herein or therein. On the Restatement 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 this Agreement the Transaction or the other transactions contemplated hereby by the Documents or otherwise referred to herein or therein. On the Effective Date, the Collateral Agent shall have continuing, perfected Liens in the Collateral as and to the extent required under the terms hereof and of the Security Documents.

Adverse Change, Approvals. (a) Since September 29December 31, 20132019, nothing there shall have occurred (and neither any Agent nor been no event or circumstance, either individually or in the Required Lenders shall have become aware of any facts or conditions not previously known) which any Agent or the Required Lenders shall reasonably determine aggregate, that has had, had or could reasonably be expected to have, have a Material Adverse Effect. (b) On or prior to the Effective Date, Lender shall have received true, correct and complete copies of all documents relevant to the Transaction, as determined in Lender’s reasonable discretion, and all necessary governmental (domestic and foreign) and material third party approvals and/or consents in connection with this Agreementthe Transaction (and the payment of all fees, costs and expenses in connection therewith) and the other transactions contemplated hereby and the granting of Liens under each applicable Security Document shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which which, in the reasonable judgment of Lender, restrains, prevents prevents, or imposes materially adverse conditions upon upon, the consummation of this Agreement the Transaction or the other transactions contemplated hereby by the Credit Documents or otherwise referred to herein or therein. . (c) 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 this Agreement the Transaction or the other transactions contemplated hereby by the Credit Documents or otherwise referred to herein or therein. On the Effective Date, the Collateral Agent shall have continuing, perfected Liens in the Collateral as and to the extent required under the terms hereof and of the Security Documents.

Adverse Change, Approvals. (a) Since September 29, 2013, nothing shall have occurred (and neither any Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known) which any Agent or the Required Lenders shall reasonably determine has had, or could reasonably be expected to have, a Material Adverse Effect or a Pulitzer Material Adverse Effect. (b) On or prior to the Effective Date, all necessary governmental (domestic and foreign) and material third party approvals and/or consents in connection with this Agreement, the other transactions contemplated hereby and the granting of Liens under each applicable Security Document shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated hereby or otherwise referred to herein or therein. 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 this Agreement or the other transactions contemplated hereby or otherwise referred to herein or therein. On the Effective Date, the Collateral Agent shall have continuing, perfected Liens in the Collateral as and to the extent required under the terms hereof and of the Security Documents.

Adverse Change, Approvals. (a) Since September 29December 31, 20132011, nothing there shall not have occurred (and neither any Agent nor event, change, condition, occurrence or circumstance which, either individually or in the Required Lenders shall have become aware of any facts or conditions not previously known) which any Agent or the Required Lenders shall reasonably determine aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect. (b) On or prior to the Effective Initial Borrowing Date, (i) all necessary governmental (domestic and foreign) and material Gaming Permits, third party approvals and/or consents (including, in any event, all required Gaming Authority notices, approvals and consents, except as otherwise contemplated in Section 13.22) required in connection with this Agreementthe Transaction, the other transactions contemplated hereby and the granting of Liens under each applicable Security Document the Credit Documents shall have been provided and/or obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement the Transaction or the other transactions contemplated hereby by the Credit Documents or otherwise referred to herein or therein, and (ii) the Administrative Agent shall have received copies of all such permits, notices, approvals and/or consents of the applicable Gaming Authorities. On the Effective Initial Borrowing 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 this Agreement the Transaction or the other transactions contemplated hereby by the Credit Documents or otherwise referred to herein or therein. On the Effective Date, the Collateral Agent shall have continuing, perfected Liens in the Collateral as and to the extent required under the terms hereof and of the Security Documents.

Adverse Change, Approvals. (a) Since September 29December 31, 20132014, nothing shall have occurred (and neither any the Administrative Agent nor the Required Lenders any Lender shall have become aware of any facts or conditions not previously known) which any the Administrative Agent or the Required Lenders shall reasonably determine has had, or could reasonably be expected to have, a Material Adverse Effect. (b) On or prior to the Effective Closing Date, all necessary governmental (domestic and foreign) and material third party authorizations, approvals and/or consents in connection with this Agreementthe Transaction (including the Acquisition and the transfer of all Necessary Authorizations thereunder), the other transactions contemplated hereby and the granting of Liens under each applicable Security Document the Credit Documents (including the authorizations, approvals and consents set forth on Schedule XIII) shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement the Transaction (including the Acquisition and the transfer of all Necessary Authorizations thereunder) or the other transactions contemplated hereby by the Documents or otherwise referred to herein or therein. On the Effective Closing 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 this Agreement the Transaction (including the Acquisition and the transfer of all Necessary Authorizations thereunder) or the other transactions contemplated hereby or otherwise referred to herein or therein. On by the Effective Date, the Collateral Agent shall have continuing, perfected Liens in the Collateral as and to the extent required under the terms hereof and of the Security Documents.

Adverse Change, Approvals. (a) Since September 29December 31, 20132006, nothing shall have occurred (and neither any the Administrative Agent nor the Required Lenders any Lender shall have become aware of any facts or conditions not previously known) which any the Administrative Agent or the Required Lenders shall reasonably determine has had, or could reasonably be expected to have, a Material Adverse Effect. (b) On or prior to the Restatement Effective Date, all necessary governmental (domestic and foreign) and material third party approvals and/or consents in connection with this Agreement, the other transactions contemplated hereby and the granting of Liens under each applicable Security Document the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated hereby by the Credit Documents or otherwise referred to herein or therein. On the Restatement 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 this Agreement or the other transactions contemplated hereby by this Agreement and the other Credit Documents or otherwise referred to herein or therein. On the Effective Date, the Collateral Agent shall have continuing, perfected Liens in the Collateral as and to the extent required under the terms hereof and of the Security Documents.

Adverse Change, Approvals. (a) Since September 29December 31, 20132010 (but for this purpose assuming that the Transaction had occurred prior to December 31, 2010), nothing shall have occurred (and neither any Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known) which any Agent or the Required Lenders shall reasonably determine has had, or could reasonably be expected to have, a Material Adverse Effect. (b) On or prior to the Effective Initial Borrowing Date, all necessary governmental (domestic and foreign) and material third party approvals and/or consents in connection with this Agreementthe Transaction, the other transactions contemplated hereby and the granting of Liens under each applicable Security Document the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement the Transaction or the other transactions contemplated hereby by the Credit Documents or otherwise referred to herein or therein. On the Effective Initial Borrowing 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 this Agreement the Transaction or the other transactions contemplated hereby by the Credit Documents or otherwise referred to herein or therein. On the Effective Date, the Collateral Agent shall have continuing, perfected Liens in the Collateral as and to the extent required under the terms hereof and of the Security Documents.

Adverse Change, Approvals. (a) Since September 29, 2013On or prior to the Initial Borrowing Date, nothing shall have occurred (and neither any Agent none of the Agents nor the Required Lenders shall have become aware of any facts or conditions not previously knowndisclosed by the Borrower to the Agents or such Lenders or otherwise known by the Agents and such Lenders) which any Agent or the Required Lenders shall reasonably determine has had, or could reasonably be expected to have, (i) a Material Adverse EffectEffect or (ii) a material adverse effect on the Transaction. (b) On or prior to the Effective Initial Borrowing Date, all necessary governmental (domestic and foreign) and material third party approvals and/or consents in connection with this Agreementthe Refinancing, the other transactions contemplated hereby and the granting of Liens under each applicable Security Document the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which which, in the judgment of the Agents, restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement the Refinancing or the other transactions contemplated hereby by the Documents or otherwise referred to herein or therein. On the Effective Initial Borrowing 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 this Agreement the Transaction or the other transactions contemplated hereby by the Documents or otherwise referred to herein or therein. On the Effective Date, the Collateral Agent shall have continuing, perfected Liens in the Collateral as and to the extent required under the terms hereof and of the Security Documents.

Adverse Change, Approvals. (a) Since September 2930, 20132016, nothing there shall have occurred (and neither any Agent nor been no event or circumstance, either individually or in the Required Lenders shall have become aware of any facts or conditions not previously known) which any Agent or the Required Lenders shall reasonably determine aggregate, that has had, had or could reasonably be expected to have, have a Material Adverse Effect, except as disclosed in any Form 8-K subsequent to September 30, 2016 and prior to the Effective Date. (b) On or prior to the Effective Date, all necessary governmental (domestic and foreign) and material third party approvals and/or consents in connection with this Agreementthe Transaction (and the payment of all fees, costs and expenses in connection therewith) and the other transactions contemplated hereby and the granting of Liens under each applicable Security Document shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which which, in the reasonable judgment of any Agent, restrains, prevents prevents, or imposes materially adverse conditions upon upon, the consummation of this Agreement the Transaction or the other transactions contemplated hereby by the Credit Documents or otherwise referred to herein or therein. 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 this Agreement the Transaction or the other transactions contemplated hereby by the Credit Documents or otherwise referred to herein or therein. On the Effective Date, the Collateral Agent shall have continuing, perfected Liens in the Collateral as and to the extent required under the terms hereof and of the Security Documents.

Adverse Change, Approvals. (a) Since September 29December 31, 20132001, nothing shall have occurred (and neither any the Administrative Agent nor any of the Required Lenders shall have become aware of any facts or conditions not previously knownknown to it or them) which any the Administrative Agent or the Required Lenders shall reasonably determine has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (b) On or prior to the Effective Date, all necessary governmental (domestic and foreign) and material third party approvals and/or consents in connection with this Agreement, the Transaction and the other transactions contemplated hereby and the granting of Liens under each applicable Security Document shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which which, in the judgment of the Administrative Agent, restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement the Transaction or the other transactions contemplated hereby by the Credit Documents or otherwise referred to herein or therein. 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 this Agreement the Transaction or the other transactions contemplated hereby by the Credit Documents or otherwise referred to herein or therein. On the Effective Date, the Collateral Agent shall have continuing, perfected Liens in the Collateral as and to the extent required under the terms hereof and of the Security Documents.

Adverse Change, Approvals. (a) Since September 29December 31, 20132009 (other than as previously disclosed by Holdings in that certain form 8-K filed with the SEC on July 15, 2010 and that certain form 8-K filed with the SEC on November 3, 2010), nothing shall have occurred (and neither any the Administrative Agent nor the Required Lenders any Lender shall have become aware of any facts or conditions not previously known) which any the Administrative Agent or the Required Lenders shall reasonably determine has had, or could reasonably be expected to have, (i) a Material Adverse EffectEffect or (ii) a material adverse effect on the Transaction. (b) On or prior to the Effective Initial Borrowing Date, all necessary governmental (domestic and foreign) and material third party approvals and/or consents in connection with this Agreementthe Transaction, the other transactions contemplated hereby and the granting of Liens under each applicable Security Document the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement the Transaction or the other transactions contemplated hereby by the Documents or otherwise referred to herein or therein. On the Effective Initial Borrowing 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 this Agreement the Transaction or the other transactions contemplated hereby or otherwise referred to herein or therein. On by the Effective Date, the Collateral Agent shall have continuing, perfected Liens in the Collateral as and to the extent required under the terms hereof and of the Security Documents.

Adverse Change, Approvals. (a) Since September 29December 31, 20132002, nothing shall have occurred (and neither any Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known) which any Agent or the Required Lenders shall reasonably determine has had, or could reasonably be expected to have, a Material Adverse Effect. (b) On or prior to the Effective Initial Borrowing Date, all necessary governmental (domestic and foreign) and material third party approvals and/or consents in connection with this Agreementthe Transaction, the other transactions contemplated hereby and the granting of Liens under each applicable Security Document the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which which, in the judgment of the Agents, restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement the Transaction or the other transactions contemplated hereby by the Credit Documents or otherwise referred to herein or therein. On the Effective Initial Borrowing 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 this Agreement the Transaction or the other transactions contemplated hereby by the Credit Documents or otherwise referred to herein or therein. On the Effective Date, the Collateral Agent shall have continuing, perfected Liens in the Collateral as and to the extent required under the terms hereof and of the Security Documents.

Adverse Change, Approvals. (a) Since September 29, 2013As of the Funding Date, nothing shall have occurred (and neither any Agent nor the Required Lenders that you shall have become aware of any facts or conditions not previously known) which any Agent or the Required Lenders shall reasonably determine has had, or could reasonably be expected to have, (i) a Material Adverse EffectEffect or (ii) a material adverse effect on the Transaction. (b) On or prior to the Effective Funding Date, all necessary governmental (domestic approvals and foreign) consents of Governmental Authorities and material third party approvals and/or consents parties in connection with this Agreementthe Transaction, the other transactions contemplated hereby and the granting of Liens under each applicable Security Document the Senior Note Documents, shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement the Transaction or the other transactions contemplated hereby by the Transaction Documents or otherwise referred to herein or therein. On the Effective Funding 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 this Agreement the Transaction or the other transactions contemplated hereby by the Transaction Documents or otherwise referred to herein or therein. On the Effective Date, the Collateral Agent shall have continuing, perfected Liens in the Collateral as and to the extent required under the terms hereof and of the Security Documents.

Adverse Change, Approvals. (a) Since September 29, 2013, nothing Nothing shall have occurred since September 30, 2003 (and neither any the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously knownknown to any such Persons) which any the Administrative Agent or the Required Lenders shall reasonably determine has had, or could reasonably be expected to have, a Material Adverse Effect. (b) On or prior to the Effective Initial Borrowing Date, all necessary governmental (domestic (including those of the Bankruptcy Court) and foreign) and material third party approvals and/or consents in connection with this Agreementthe Transaction (and the payment of all fees, costs and expenses in connection therewith), the other transactions contemplated hereby and the granting of Liens under each applicable Security Document the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which which, in the reasonable judgment of the Administrative Agent, restrains, prevents prevents, or imposes materially adverse conditions upon upon, the consummation of this Agreement the Transaction or the other transactions contemplated hereby by the Credit Documents or otherwise referred to herein or therein. On the Effective Initial Borrowing 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 this Agreement the Transaction or the other transactions contemplated hereby by the Credit Documents or otherwise referred to herein or therein. On the Effective Date, the Collateral Agent shall have continuing, perfected Liens in the Collateral as and to the extent required under the terms hereof and of the Security Documents.

Adverse Change, Approvals. (a) Since September 2925, 20132011, nothing shall have occurred (and neither any Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known) which any Agent or the Required Lenders shall reasonably determine has had, or could reasonably be expected to have, a Material Adverse Effect. (b) On or prior to the Effective Conversion Date, all necessary governmental (domestic and foreign) and material third party approvals and/or consents in connection with this Agreement, the other transactions contemplated hereby and the granting of Liens under each applicable the Security Document Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement or the other transactions contemplated hereby or otherwise referred to herein or therein. On the Effective Conversion 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 this Agreement or the other transactions contemplated hereby or otherwise referred to herein or therein. On the Effective Conversion Date, the Collateral Agent shall have continuing, perfected Liens in the Collateral as and to the extent required under the terms hereof and of the Security Documents.

Adverse Change, Approvals. (a) Since September 29December 31, 20132017, nothing there shall have occurred (and neither any Agent nor been no event or circumstance, either individually or in the Required Lenders shall have become aware of any facts or conditions not previously known) which any Agent or the Required Lenders shall reasonably determine aggregate, that has had, had or could reasonably be expected to have, have a Material Adverse Effect. (b) On or prior to the Effective Date, Lender shall have received true, correct and complete copies of all documents relevant to the Transaction, as determined in Lender’s reasonable discretion, and all necessary governmental (domestic and foreign) and material third party approvals and/or consents in connection with this Agreementthe Transaction (and the payment of all fees, costs and expenses in connection therewith) and the other transactions contemplated hereby and the granting of Liens under each applicable Security Document shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which which, in the reasonable judgment of Lender, restrains, prevents prevents, or imposes materially adverse conditions upon upon, the consummation of this Agreement the Transaction or the other transactions contemplated hereby by the Credit Documents or otherwise referred to herein or therein. . (c) 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 this Agreement the Transaction or the other transactions contemplated hereby by the Credit Documents or otherwise referred to herein or therein. On the Effective Date, the Collateral Agent shall have continuing, perfected Liens in the Collateral as and to the extent required under the terms hereof and of the Security Documents.

Adverse Change, Approvals. (a) Since September 29December 31, 20132012 (but for this purpose assuming that the Transaction had occurred prior to December 31, 2012), nothing shall have occurred (and neither any Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known) which any Agent or the Required Lenders shall reasonably determine has had, or could reasonably be expected to have, a Material Adverse Effect. (b) On or prior to the Effective Initial Borrowing Date, all necessary governmental (domestic and foreign) and material third party approvals and/or consents in connection with this Agreementthe Transaction, the other transactions contemplated hereby and the granting of Liens under each applicable Security Document the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement the Transaction or the other transactions contemplated hereby by the Credit Documents or otherwise referred to herein or therein. On the Effective Initial Borrowing 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 this Agreement the Transaction or the other transactions contemplated hereby by the Credit Documents or otherwise referred to herein or therein. On the Effective Date, the Collateral Agent shall have continuing, perfected Liens in the Collateral as and to the extent required under the terms hereof and of the Security Documents.

Adverse Change, Approvals. (a) Since September 2930, 20132007, nothing shall have occurred (and neither any the Administrative Agent nor any of the Required Lenders shall have become aware of any facts or conditions not previously knownknown to it or them) which any Agent or the Required Lenders shall reasonably determine has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (b) On or prior to the Effective Date, all necessary governmental (domestic and foreign) and material third party approvals and/or consents in connection with this Agreement, the Transaction and the other transactions contemplated hereby and the granting of Liens under each applicable Security Document shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement the Transaction or the other transactions contemplated hereby by the Credit Documents or otherwise referred to herein or therein. 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 this Agreement the Transaction or the other transactions contemplated hereby by the Credit Documents or otherwise referred to herein or therein. On the Effective Date, the Collateral Agent shall have continuing, perfected Liens in the Collateral as and to the extent required under the terms hereof and of the Security Documents.

Adverse Change, Approvals. (a) Since September 29June 30, 20132008, nothing shall have occurred (and neither any the Administrative Agent nor any of the Required Lenders shall have become aware of any facts or conditions not previously knownknown to it or them) which any the Administrative Agent or the Required Lenders shall reasonably determine has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (b) On or prior to the Effective Initial Borrowing Date, all necessary governmental (domestic and foreign) and material third party approvals and/or consents in connection with this Agreement, the Transaction and the other transactions contemplated hereby and the granting of Liens under each applicable Security Document shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which which, in the judgment of the Administrative Agent, restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement the Transaction or the other transactions contemplated hereby by the Credit Documents or otherwise referred to herein or therein. On the Effective Initial Borrowing 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 this Agreement the Transaction or the other transactions contemplated hereby by the Credit Documents or otherwise referred to herein or therein. On the Effective Date, the Collateral Agent shall have continuing, perfected Liens in the Collateral as and to the extent required under the terms hereof and of the Security Documents.

Adverse Change, Approvals. (a) Since September 29, 2013As of the Initial Borrowing Date, nothing shall have occurred (and neither any Agent nor that the Required Lenders shall have become aware of any facts or conditions not previously known) which any Administrative Agent or the Required Lenders shall reasonably determine has had, or could reasonably be expected to have, (i) a Material Adverse EffectEffect or (ii) a material adverse effect on the Transaction. (b) On or prior to the Effective Initial Borrowing Date, all necessary governmental (domestic approvals and foreign) consents of Governmental Authorities and material third party approvals and/or consents parties in connection with this Agreementthe Transaction, the other transactions contemplated hereby and the granting of Liens under each applicable Security Document the Credit Documents, shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement the Transaction or the other transactions contemplated hereby by the Transaction Documents or otherwise referred to herein or therein. On the Effective Initial Borrowing 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 this Agreement the Transaction or the other transactions contemplated hereby by the Transaction Documents or otherwise referred to herein or therein. On the Effective Date, the Collateral Agent shall have continuing, perfected Liens in the Collateral as and to the extent required under the terms hereof and of the Security Documents.

Adverse Change, Approvals. (a) Since September 29December 31, 20132006, nothing shall have occurred (and neither any the Administrative Agent nor the Required Lenders any Lender shall have become aware of any facts or conditions not previously known) which any the Administrative Agent or the Required Lenders shall reasonably determine has had, or could reasonably be expected to have, (i) a Material Adverse EffectEffect or (ii) a material adverse effect on the Transaction. (b) On or prior to the Effective Initial Borrowing Date, all necessary governmental (domestic and foreign) and material third party approvals and/or consents in connection with this Agreementthe Transaction, the other transactions contemplated hereby and the granting of Liens under each applicable Security Document the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement the Transaction or the other transactions contemplated hereby by the Documents (other than the Designated Permitted Acquisition Documents) or otherwise referred to herein or therein. On the Effective Initial Borrowing 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 this Agreement the Transaction or the other transactions contemplated hereby by the Documents or otherwise referred to herein or therein. On the Effective Date, the Collateral Agent shall have continuing, perfected Liens in the Collateral as and to the extent required under the terms hereof and of the Security Documents.

Adverse Change, Approvals. (a) Since September 29, 2013On the Effective Date, nothing shall have occurred (and neither any Agent nor the Required Lenders nor the Agent shall have become aware of any facts or conditions not previously known) which the Required Lenders or the Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect. On the Canadian Effective Date, nothing shall have occurred (and neither the Canadian Co-Agent nor the Agent shall have become aware of any facts or conditions not previously known) which the Canadian Co-Agent or the Required Lenders Agent shall reasonably determine has had, or could reasonably be expected to have, a Material Adverse Effect. (b) On or prior to the Effective Date and the Canadian Effective Date, all necessary governmental (domestic and foreign) and material third party approvals and/or consents in connection with this Agreement, the Transaction and the other transactions contemplated hereby by the Credit Documents and the granting of Liens under each applicable Security Document otherwise referred to herein or therein shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon upon, the consummation of this Agreement the Transaction or the other transactions contemplated hereby by the Credit Documents or otherwise referred to herein or therein. On the Effective DateAdditionally, 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 this Agreement the Transaction or the other transactions contemplated hereby or otherwise referred to herein or therein. On by the Effective Date, the Collateral Agent shall have continuing, perfected Liens in the Collateral as and to the extent required under the terms hereof and of the Security Credit Documents.

Adverse Change, Approvals. (a) Since September 29December 31, 20132000, nothing ------------------------- shall have occurred (and neither any the Administrative Agent nor the Required Lenders any Lender shall have become aware of any facts or conditions not previously known) which any the Administrative Agent or the Required Lenders shall reasonably determine has had, or could reasonably be expected to have, a Material Adverse EffectEffect or a material adverse effect on the business, operations, liabilities, assets, property or condition (financial or otherwise) of the Target and its Subsidiaries taken as a whole. (b) On or prior to the Effective Initial Borrowing Date, all necessary governmental (domestic and foreign) and material third party approvals and/or consents in connection with this Agreement, the other transactions contemplated hereby Transaction (and the incurrence of Indebtedness hereunder and the granting of Liens under each applicable Security Document hereunder) shall have been obtained and remain in effecteffect (including proper notification and consultation with the appropriate workers' council of the Target), and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement the Transaction or the other transactions contemplated hereby by the Documents or otherwise referred to herein or therein. On the Effective Initial Borrowing 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 this Agreement the Transaction or the other transactions contemplated hereby by the Documents or otherwise referred to herein or therein. On the Effective Date, the Collateral Agent shall have continuing, perfected Liens in the Collateral as and to the extent required under the terms hereof and of the Security Documents.

Adverse Change, Approvals. (a) Since September 29December 31, 20132010, nothing shall have occurred (and neither any the Administrative Agent nor any of the Required Lenders shall have become aware of any facts or conditions not previously knownknown to it or them) which any the Administrative Agent or the Required Lenders shall reasonably determine has had, or could would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (b) On or prior to the Effective Initial Borrowing Date, all necessary governmental (domestic and foreign) and material third party approvals and/or consents in connection with this Agreement, the Transaction and the other transactions contemplated hereby and the granting of Liens under each applicable Security Document shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which which, in the judgment of the Administrative Agent, restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement the Transaction or the other transactions contemplated hereby by the Credit Documents or otherwise referred to herein or therein. On the Effective Initial Borrowing 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 this Agreement the Transaction or the other transactions contemplated hereby by the Credit Documents or otherwise referred to herein or therein. On the Effective Date, the Collateral Agent shall have continuing, perfected Liens in the Collateral as and to the extent required under the terms hereof and of the Security Documents.

Adverse Change, Approvals. (ai) Since September 29December 31, 20132018, nothing there shall have occurred (and neither any Agent nor been no event or circumstance, either individually or in the Required Lenders shall have become aware of any facts aggregate, that has had or conditions not previously known) which any Agent or the Required Lenders shall reasonably determine has had, or could would reasonably be expected to have, have a Material Adverse Effect. (bii) On or prior to the Effective Date, Lender shall have received true, correct and complete copies of all documents relevant to the Transaction, as determined in Lender’s reasonable discretion, and all necessary governmental (domestic and foreign) and material third party approvals and/or consents in connection with this Agreementthe Transaction (and the payment of all fees, costs and expenses in connection therewith) and the other transactions contemplated hereby and the granting of Liens under each applicable Security Document shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which which, in the reasonable judgment of Xxxxxx, restrains, prevents prevents, or imposes materially adverse conditions upon upon, the consummation of this Agreement the Transaction or the other transactions contemplated hereby by the Credit Documents or otherwise referred to herein or therein. . (iii) 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 this Agreement the Transaction or the other transactions contemplated hereby by the Credit Documents or otherwise referred to herein or therein. On the Effective Date, the Collateral Agent shall have continuing, perfected Liens in the Collateral as and to the extent required under the terms hereof and of the Security Documents.

Adverse Change, Approvals. (a) Since September 29December 31, 20132008, nothing shall have occurred (and neither any the Administrative Agent nor the Required Lenders any Lender shall have become aware of any facts or conditions not previously known) which any the Administrative Agent or the Required Lenders shall reasonably determine has had, or could reasonably be expected to have, have a Material Adverse Effect. (b) On or prior to the Effective Date, all necessary governmental (domestic and foreign) and material third party approvals and/or consents in connection with this Agreementthe Transaction, the other transactions contemplated hereby and the granting of Liens under each applicable Security Document the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of this Agreement the Transaction or the other transactions contemplated hereby by the Documents or otherwise referred to herein or therein. 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 this Agreement the Transaction or the other transactions contemplated hereby by the Documents or otherwise referred to herein or therein. On the Effective Date, the Collateral Agent shall have continuing, perfected Liens in the Collateral as and to the extent required under the terms hereof and of the Security Documents.