Common use of Changes in Condition Clause in Contracts

Changes in Condition. (i) The representations and warranties of the Company contained in this Agreement or in any other Loan Document shall be true and correct as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date. (ii) The Company shall be in compliance with all of its covenants and agreements contained in the Loan Documents and the Intercompany Revolving Facilities. (iii) There shall not have occurred since the date of the audited financial statements of the Company and its Consolidated Subsidiaries described in clause (o) below, a Material Adverse Effect, except as otherwise disclosed in the Company’s public filings with the US Securities and Exchange Commission or the Comisión Nacional Bancaria y de Valores prior to the date hereof and listed on Schedule 5.06(c) (Existing Material Adverse Effects). (iv) No Default or Event of Default shall have occurred and be continuing either prior to or after giving effect to the transactions (including any transactions with respect to the Other Restructured Indebtedness) contemplated on the Closing Date. (v) There shall have occurred no circumstance and/or event of a financial, political or economic nature in Mexico or in the international financial, banking or capital markets that has a reasonable likelihood of having a Material Adverse Effect on the Company and its Subsidiaries. (vi) No default shall have occurred and be continuing on any material Indebtedness of the Company or any of its Subsidiaries (including the Bank of America Facility and the Bancomext-Gimsa Loan). (vii) The Initial Lender shall have received a certificate signed by the chief financial officer and one additional Senior Officer of the Company, dated as of the Closing Date, to the effect that, both before and after giving effect to the transactions contemplated by the Loan Documents and the Intercompany Revolving Facilities, each of the conditions precedent in clauses (i) through (vi) above are true and correct

Changes in Condition. (i) The representations and warranties of the Company contained in this Agreement or in any other Loan Document shall be true and correct as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date. (ii) The Company shall be in compliance with all of its covenants and agreements contained in the Loan Documents and the Intercompany Revolving Facilities. (iii) There shall not have occurred since the date of the audited financial statements of the Company and its Consolidated Subsidiaries described in clause (om) below, a Material Adverse Effect, except as otherwise disclosed in the Company’s public filings with the US Securities and Exchange Commission or the Comisión Nacional Bancaria y de Valores prior to the date hereof and listed on Schedule 5.06(c) (Existing Material Adverse Effects). (iv) No Default or Event of Default shall have occurred and be continuing either prior to or after giving effect to the transactions (including any transactions with respect to the Other Restructured Indebtedness) contemplated on the Closing Date. (v) There shall have occurred no circumstance and/or event of a financial, political or economic nature in Mexico or in the international financial, banking or capital markets that has a reasonable likelihood of having a Material Adverse Effect on the Company and its Subsidiaries. (vi) No default shall have occurred and be continuing on any material Indebtedness of the Company or any of its Subsidiaries (including the Bank of America Facility and the Bancomext-Gimsa Loan). (vii) The Initial Lender shall have received a certificate signed by the chief financial officer and one additional Senior Officer of the Company, dated as of the Closing Date, to the effect that, both before and after giving effect to the transactions contemplated by the Loan Documents and the Intercompany Revolving Facilities, each of the conditions precedent in clauses (i) through (vi) above are true and correct

Changes in Condition. (i) The representations and warranties of the Company contained in this Agreement or in any other Loan Document shall be true and correct as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date. (ii) The Company shall be in compliance with all of its covenants and agreements contained in the Loan Documents and the Intercompany Revolving Facilities. (iii) There shall not have occurred since the date of the audited financial statements of the Company and its Consolidated Subsidiaries described in clause (o) below, a Material Adverse Effect, except as otherwise disclosed in the Company’s public filings with the US Securities and Exchange Commission or the Comisión Nacional Bancaria y de Valores prior to the date hereof and listed on Schedule 5.06(c) (Existing Material Adverse Effects). (iv) No Default or Event of Default shall have occurred and be continuing either prior to or after giving effect to the transactions (including any transactions with respect to the Other Restructured Indebtedness) contemplated on the Closing Date. (v) There shall have occurred no circumstance and/or event of a financial, political or economic nature in Mexico or in the international financial, banking or capital markets that has a reasonable likelihood of having a Material Adverse Effect on the Company and its Subsidiaries. (vi) No default shall have occurred and be continuing on any material Indebtedness of the Company or any of its Subsidiaries (including the Bank of America Facility and the Bancomext-Gimsa Loan). (vii) The Initial Lender Administrative Agent shall have received a certificate signed by the chief financial officer and one additional Senior Officer of the Company, dated as of the Closing Date, to the effect that, both before and after giving effect to the transactions contemplated by the Loan Documents and the Intercompany Revolving Facilities,, each of the conditions precedent in clauses (i) through (vi) above are true and correct.

Changes in Condition. (i) The representations and warranties of the Company contained in this Agreement or in any other Loan Document shall be true and correct as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date. (ii) The Company shall be in compliance with all of its covenants and agreements contained in the Loan Documents and the Intercompany Revolving Facilities. (iii) There shall not have occurred since the date of the audited financial statements of the Company and its Consolidated Subsidiaries described in clause (on) below, a Material Adverse Effect, except as otherwise disclosed in the Company’s public filings with the US Securities and Exchange Commission or the Comisión Nacional Bancaria y de Valores prior to the date hereof and listed on Schedule 5.06(c) (Existing Material Adverse Effects). (iv) No Default or Event of Default shall have occurred and be continuing either prior to or after giving effect to the transactions (including any transactions with respect to the Other Restructured Indebtedness) contemplated on the Closing Date. (v) There shall have occurred no circumstance and/or event of a financial, political or economic nature in Mexico or in the international financial, banking or capital markets that has a reasonable likelihood of having a Material Adverse Effect on the Company and its Subsidiaries. (vi) No default shall have occurred and be continuing on any material Indebtedness of the Company or any of its Subsidiaries (including the Bank of America Facility and the Bancomext-Gimsa Loan). (vii) The Initial Lender Administrative Agent shall have received a certificate signed by the chief financial officer and one additional Senior Officer of the Company, dated as of the Closing Date, to the effect that, both before and after giving effect to the transactions contemplated by the Loan Documents and the Intercompany Revolving Facilities, each of the conditions precedent in clauses (i) through (vi) above are true and correct.