Common use of Financial Condition; Material Adverse Effect Clause in Contracts

Financial Condition; Material Adverse Effect. (i) The 2005 Financial Statements and the 2006 Financial Statements, copies of which have been delivered to the Administrative Agent, and any financial statements delivered pursuant to SECTION 7.01, fairly present, in all material respects, the consolidated financial condition of the Credit Parties as at the respective dates thereof and the consolidated results of operations of the Credit Parties for the fiscal periods ended on such respective dates, all in accordance with GAAP (subject to normal year-end adjustments and absence of footnotes in the case of any quarterly and monthly statements). (ii) The Administrative Borrower has furnished, on behalf of the Credit Parties, to the Administrative Agent under this Agreement (A) projected monthly balance sheets, income statements and statements of cash flows for the period from January 1, 2007 through December 31, 2007, and (B) projected annual balance sheets, income statements and statements of cash flows for each subsequent Fiscal Year ending on or prior to December 31, 2012. Such projections are based upon assumptions that are reasonably believed by the Credit Parties to have been reasonable at the time made (it being understood that any such forecasts or projections are subject to significant uncertainties and contingencies, many of which are beyond the Credit Parties’ control, that no assurance can be given that any such forecasts or projections will be realized and that actual results may differ from any such forecasts or projections and such differences may be material) and have been prepared in good faith by the Credit Parties. (iii) Since September 30, 2006, no event or development has occurred and is continuing that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Condition; Material Adverse Effect. (i) The 2005 Financial Statements and the 2006 2010 Financial Statements, copies of which have been delivered to the Administrative Agent, and any financial statements delivered pursuant to SECTION 7.01, fairly present, in all material respects, the consolidated financial condition of the Credit Parties as at the respective dates thereof and the consolidated results of operations of the Credit Parties for the fiscal periods ended on such respective dates, all in accordance with GAAP (subject to normal year-end adjustments and absence of footnotes in the case of any quarterly and monthly statements). (ii) The Administrative Borrower has furnished, on behalf of the Credit Parties, to the Administrative Agent under this Agreement (A) projected monthly balance sheets, income statements and statements of cash flows for the period from January 1the Closing Date through June 30, 2007 through December 31, 20072012, and (B) projected annual balance sheets, income statements and statements of cash flows for each subsequent Fiscal Year ending on or prior to December 31, 20122013. Such projections are based upon assumptions that are reasonably believed by the Credit Parties to have been reasonable at the time made (it being understood that any such forecasts or projections are subject to significant uncertainties and contingencies, many of which are beyond the Credit Parties’ control, that no assurance can be given that any such forecasts or projections will be realized and that actual results may differ from any such forecasts or projections and such differences may be material) and have been prepared in good faith by the Credit Parties. (iii) Since September 30December 31, 20062010, no event or development has occurred and is continuing that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Condition; Material Adverse Effect. (i) The 2005 Financial Statements and the 2006 2013 Financial Statements, copies of which have been delivered to the Administrative Agent, and any financial statements delivered pursuant to SECTION 7.01, fairly present, in all material respects, the consolidated financial condition of the Credit Parties as at the respective dates thereof and the consolidated results of operations of the Credit Parties for the fiscal periods ended on such respective dates, all in accordance with GAAP (subject to normal year-end adjustments and absence of footnotes in the case of any quarterly and monthly statements). (ii) The Administrative Borrower has furnished, on behalf of the Credit Parties, to the Administrative Agent under this Agreement (A) projected monthly balance sheets, income statements and statements of cash flows for the period from January 1, 2007 through December 31, 2007, and (B) projected annual balance sheets, income statements and statements of cash flows for each subsequent Fiscal Year ending initial DIP Budget on or prior to December 31, 2012the Closing Date. Such The projections set forth in such DIP Budget are based upon assumptions that are reasonably believed by the Credit Parties to have been reasonable at the time made (it being understood that any such forecasts or projections are subject to significant uncertainties and contingencies, many of which are beyond the Credit Parties’ control, that no assurance can be given that any such forecasts or projections will be realized and that actual results may differ from any such forecasts or projections and such differences may be material) and have been prepared in good faith by the Credit Parties. (iii) Since September 30December 31, 20062013, no event or development has occurred and is continuing that has had or could reasonably be expected to have a Material Adverse Effect. (iv) As of the Closing Date, no Credit Party has (x) any Indebtedness or other contingent liabilities (other than (A) the Obligations, (B) liabilities incurred in the ordinary course of business and (C) liabilities reflected on the balance sheet as of December 31, 2013), that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, or (y) any Liens other than Permitted Liens.

Financial Condition; Material Adverse Effect. (i) The 2005 Financial Statements and the 2006 Financial Statements, copies of which have been delivered to the Administrative Agent, and any financial statements delivered pursuant to SECTION Section 7.01, fairly present, in all material respects, the consolidated financial condition of the Credit Parties Parent as at the respective dates thereof and the consolidated results of operations of the Credit Parties Parent and the Borrower and its Subsidiaries for the fiscal periods ended on such respective dates, all in accordance with GAAP (subject to normal year-end adjustments and absence of footnotes in the case of any quarterly and monthly statementsstatement). (ii) The Administrative Borrower has furnished, on behalf of the Credit Parties, heretofore furnished to the Administrative Agent under this Agreement (A) projected monthly balance sheets, income statements and statements of cash flows of the Parent, for the period from January 1, 2007 through December 31, 2007, and (B) projected annual balance sheets, income statements and statements of cash flows of the Parent for each subsequent Fiscal Year ending on or prior to December 31, 20122011. Such projections are based upon assumptions that are reasonably believed by the Credit Parties Parent to have been reasonable at the time made (it being understood that any such forecasts or projections are subject to significant uncertainties and contingencies, many of which are beyond the Credit Parties’ control, that no assurance can be given that any such forecasts or projections will be realized and that actual results may differ from any such forecasts or projections and such differences may be material) and have been prepared in good faith by the Credit PartiesParent. (iii) Since September 30December 31, 2006, no event or development has occurred and is continuing that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Condition; Material Adverse Effect. (i) The 2005 Financial Statements and the 2006 Financial Statements, copies of which have been delivered to the Administrative Agent, and any financial statements delivered pursuant to SECTION Section 7.01, fairly present, in all material respects, the consolidated financial condition of the Credit Parties Parent as at the respective dates thereof and the consolidated results of operations of the Credit Parties Parent and the Borrower and its Subsidiaries for the fiscal periods ended on such respective dates, all in accordance with GAAP (subject to normal year-end adjustments and absence of footnotes in the case of any quarterly and monthly statementsstatement). (ii) The Administrative Borrower has furnished, on behalf of the Credit Parties, heretofore furnished to the Administrative Agent under this Agreement (A) projected monthly balance sheets, income statements and statements of cash flows of the Parent, for the period from January 1, 2007 2006 through December 31, 20072006, and (B) projected annual balance sheets, income statements and statements of cash flows of the Parent for each subsequent Fiscal Year ending on or prior to December 31, 20122011. Such projections are based upon assumptions that are reasonably believed by the Credit Parties Parent to have been reasonable at the time made (it being understood that any such forecasts or projections are subject to significant uncertainties and contingencies, many of which are beyond the Credit Parties’ control, that no assurance can be given that any such forecasts or projections will be realized and that actual results may differ from any such forecasts or projections and such differences may be material) and have been prepared in good faith by the Credit PartiesParent. (iii) Since September 30December 31, 20062005, no event or development has occurred and is continuing that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Condition; Material Adverse Effect. (i) The 2005 Financial Statements and the 2006 Financial Statements, copies of which have been delivered to the Administrative Agent and the Revolving Agent, and any financial statements delivered pursuant to SECTION 7.01Section 6.01, fairly present, in all material respects, the consolidated financial condition of the Credit Parties Parent as at the respective dates thereof and the consolidated results of operations of the Parent, the Credit Parties and their Subsidiaries for the fiscal periods ended on such respective dates, all in accordance with GAAP (subject to normal year-end adjustments and absence of footnotes in the case of any quarterly and monthly statements)GAAP. (ii) The Administrative Borrower has furnished, on behalf of the Credit Parties, Parties have heretofore furnished to the Administrative Agent and the Revolving Agent under this Agreement (A) projected monthly balance sheets, income statements and statements of cash flows of the Parent and its Subsidiaries on a consolidated basis, for the period from January 1, 2007 the Closing Date through December 31, 2007the Maturity Date, and (B) projected annual balance sheets, income statements and statements of cash flows of the Parent and its Subsidiaries on a consolidated basis for each subsequent Fiscal Year ending on or prior to December 31June 28, 20122011. Such projections are based upon assumptions that are reasonably believed by the Credit Parties Borrowers to have been reasonable at the time made (it being understood that any such forecasts or projections are subject to significant uncertainties and contingencies, many of which are beyond the Credit Parties’ control, that no assurance can be given that any such forecasts or projections will be realized and that actual results may differ from any such forecasts or projections and such differences may be material) and have been prepared in good faith by the Credit PartiesParent. (iii) Since September 30March 31, 2006, no event or development has occurred and is continuing continuing, other than the filing of the Bankruptcy Petition, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Condition; Material Adverse Effect. (i) The 2005 2007 Financial Statements and the 2006 2008 Financial Statements, copies of which have been delivered to the Administrative Agent, and any financial statements delivered pursuant to SECTION 7.01, fairly present, in all material respects, the consolidated financial condition of the Credit Parties as at the respective dates thereof and the consolidated results of operations of the Credit Parties for the fiscal periods ended on such respective dates, all in accordance with GAAP (subject to normal year-end adjustments and absence of footnotes in the case of any quarterly and monthly statements). (ii) The Administrative Borrower has furnished, on behalf of the Credit Parties, to the Administrative Agent under this Agreement (A) projected monthly balance sheets, income statements and statements of cash flows for the period from January 1, 2007 through December 31, 2007, and (B) projected annual balance sheets, income statements and statements of cash flows for each subsequent Fiscal Year ending on or prior to December 31, 2012. Such projections are based upon assumptions that are reasonably believed by the Credit Parties to have been reasonable at the time made (it being understood that any such forecasts or projections are subject to significant uncertainties and contingencies, many of which are beyond the Credit Parties’ control, that no assurance can be given that any such forecasts or projections will be realized and that actual results may differ from any such forecasts or projections and such differences may be material) and have been prepared in good faith by the Credit Parties. (iii) Since September 30, 20062009, no event or development has occurred and is continuing that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Condition; Material Adverse Effect. (i) The 2005 Financial Statements and the 2006 Financial Statementsfinancial statements, copies of which have been delivered to the Administrative Agent, and any financial statements delivered pursuant to SECTION 7.01, fairly present, in all material respects, the consolidated financial condition of the Credit Parties Intermediate HoldCo as at the respective dates thereof and the consolidated results of operations of the Credit Parties Intermediate HoldCo for the fiscal periods ended on such respective dates, all in accordance with GAAP (subject to normal year-end adjustments and absence of footnotes in the case of any quarterly and monthly statementsstatement). (ii) The Administrative Borrower Intermediate HoldCo has furnished, on behalf of the Credit Parties, heretofore furnished to the Administrative Agent under this Agreement (A) projected monthly balance sheets, income statements and statements of cash flows of the Intermediate HoldCo and its Subsidiaries for the period from January 1, 2007 2006 through December 31, 20072006, and (B) projected annual balance sheets, income statements and statements of cash flows of the Intermediate HoldCo and its Subsidiaries for the Fiscal Years ending in 2006 through 2007, in each subsequent Fiscal Year ending on or prior case as updated from time to December 31, 2012time pursuant to Section 9.01(e). Such projections are based upon assumptions that are reasonably believed by the Credit Parties to have been reasonable at the time made (it being understood that any such forecasts or projections are subject to significant uncertainties and contingenciesprojections, many of which are beyond the Credit Parties’ controlas so updated, that no assurance can be given that any such forecasts or projections will be realized and that actual results may differ from any such forecasts or projections and such differences may be material) and have been prepared in good faith by Intermediate HoldCo, and have been based on assumptions believed by Intermediate HoldCo to be reasonable at the Credit Partiestime made, and the Borrower is not aware of any facts or information that would lead it to believe that such projections, as so updated, are incorrect or misleading in any material respect. (iii) Since September 30December 31, 20062005, no event or development has occurred and is continuing that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Condition; Material Adverse Effect. (i) The 2005 Financial Statements and the 2006 Financial Statements, copies of which have been delivered to the Administrative Agent, and any financial statements delivered pursuant to SECTION 7.01Agents, fairly present, in all material respects, the consolidated financial condition of the Credit Parties Borrower as at the respective dates thereof and the consolidated results of operations of the Credit Parties Borrower for the fiscal periods ended on such respective dates, all in accordance with GAAP (subject to normal year-end adjustments and absence of footnotes in the case of any quarterly and monthly statementsstatement). (ii) The Administrative Borrower has furnished, on behalf of the Credit Parties, heretofore furnished to the Administrative Agent under this Agreement (Ai) projected monthly balance sheets, income statements and statements of cash flows of the Borrower for the period from January 1October 2, 2007 2005 through December 31September 30, 20072006, and (Bii) projected annual balance sheets, income statements and statements of cash flows of the Borrower for the Fiscal Years ending in 2006 through 2010, in each subsequent Fiscal Year ending on or prior case as updated from time to December 31, 2012time pursuant to SECTION 7.01(E). Such projections are based upon assumptions that are reasonably believed by the Credit Parties to have been reasonable at the time made (it being understood that any such forecasts or projections are subject to significant uncertainties and contingenciesprojections, many of which are beyond the Credit Parties’ controlas so updated, that no assurance can be given that any such forecasts or projections will be realized and that actual results may differ from any such forecasts or projections and such differences may be material) and have been prepared in good faith by the Credit PartiesBorrower, and have been based on assumptions believed by the Borrower to be reasonable at the time made, and the Borrower is not aware of any facts or information that would lead it to believe that such projections, as so updated, are incorrect or misleading in any material respect (it being understood and agreed that projections as to future events are not to be viewed as facts or guaranties of future performance, that actual results during the period or periods covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will in fact be realized). (iii) Since September 30October 2, 20062005, no event or development has occurred and is continuing that which has had or could reasonably be expected to would have a Material Adverse EffectEffect (other than (i) prospective changes or developments affecting an industry in which the Borrower operates in general and not specifically relating to the Borrower or (ii) general business, economic and regulatory conditions).

Financial Condition; Material Adverse Effect. (i) The 2005 Financial Statements and the 2006 Financial Statements, copies of which have been delivered to the Administrative Agent, and any financial statements delivered pursuant to SECTION 7.01, Section 7.01 fairly present, in all material respects, the consolidated financial condition position of the Credit Parties Borrower and its consolidated Relevant Subsidiaries as at the respective dates thereof and the consolidated results of operations of the Credit Parties Borrower and its consolidated Relevant Subsidiaries for the fiscal periods ended on such respective dates, all in accordance with GAAP (subject to normal year-end adjustments and absence of footnotes in the case of any quarterly and monthly statementsstatement). (ii) The Administrative Borrower has furnishedheretofore furnished to the Lenders (i) financial statements reported upon by Deloitte & Touche LLP for the Fiscal Years ending in 2003 through 2005, (ii) unaudited monthly balance sheets, income statements and statements of cash flows of the Borrower and its consolidated Relevant Subsidiaries, on behalf of a consolidated basis, for the Credit Partiesperiod from January 1, to the Administrative Agent under this Agreement 2006 through December 31, 2006, (Aiii) projected monthly balance sheets, income statements and statements of cash flows of the Borrower and its consolidated Relevant Subsidiaries, on a consolidated basis, for the period from January 1, 2007 through December 31, 2007, in each case as updated from time to time pursuant to Section 7.01(e), and (Biv) projected annual balance sheets, income statements and statements of cash flows of the Borrower and the Relevant Subsidiaries, on a consolidated basis, for the Fiscal Years ending in 2008 through 2011, in each subsequent Fiscal Year ending on or prior case as updated from time to December 31, 2012time pursuant to Section 7.01(e). Such projections are based upon assumptions that are reasonably believed by the Credit Parties to have been reasonable at the time made (it being understood that any such forecasts or projections are subject to significant uncertainties and contingenciesprojections, many of which are beyond the Credit Parties’ controlas so updated, that no assurance can be given that any such forecasts or projections will be realized and that actual results may differ from any such forecasts or projections and such differences may be material) and have been prepared in good faith by the Credit PartiesBorrower, and the Borrower is not aware of any facts or information that are inconsistent in any material respect with the assumptions used in preparing the projections or would lead it to believe that such projections, as so updated, are incorrect or misleading in any material respect. (iii) Since September 30December 31, 20062005, no event or development has occurred and is continuing that has had or could reasonably be expected to have a Material Adverse Effect.