Common use of No MAE Clause in Contracts

No MAE. Since (i) December 31, 2011 through the date hereof except as disclosed in the Company SEC Documents (as defined in the Merger Agreement) or the Company Disclosure Letter (as defined in the Merger Agreement) and (ii) the date hereof, in each case, there has not been any Company Material Adverse Effect. Notwithstanding the foregoing, to the extent any Collateral or any security interest therein (other than the pledge and perfection of security interests in the Certificated Securities of any Loan Party (other than Holdings) and other assets pursuant to which a lien may be perfected by the filing of a financing statement under the UCC or customary intellectual property security filings with the United States Patent and Trademark Office and the United States Copyright Office) is not provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or cannot be provided or perfected without undue burden or expense, the provision and/or perfection of such security interests in such Collateral shall not constitute a condition precedent to the availability of any Facility on the Closing Date, but shall be required to be provided and/or perfected within ninety (90) days after the Closing Date (and in any event, in the case of the pledge of and perfection of security interests in Collateral not otherwise required on the Closing Date, subject to extensions granted by the Administrative Agent in its reasonable discretion). Each borrowing by, and each issuance, renewal, extension, increase or amendment of a Letter of Credit on behalf of, the Borrower hereunder on the Closing Date shall constitute a representation and warranty by the Borrower as of the date of such extension of credit that the conditions contained in this Section 7.1 have been satisfied.

No MAE. Since (i) December 31, 2011 through the date hereof except as disclosed in the Company SEC Documents (as defined in the Merger Agreement) or the Company Disclosure Letter (as defined in the Merger Agreement) and (ii) the date hereof, in each case, there has not been any Company Material Adverse Effect. Notwithstanding the foregoing, to the extent any Collateral or any security interest therein (other than the pledge and perfection of security interests in the Certificated Securities of any Loan Party (other than Holdings) and other assets pursuant to which a lien may be perfected by the filing of a financing statement under the UCC or customary intellectual property security filings with the United States Patent and Trademark Office and the United States Copyright Office) is not provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or cannot be provided or perfected without undue burden or expense, the provision and/or perfection of such security interests in such Collateral shall not constitute a condition precedent to the availability of any Facility on the Closing Date, but shall be required to be provided and/or perfected within ninety (90) days after the Closing Date (and in any event, Table of Contents in the case of the pledge of and perfection of security interests in Collateral not otherwise required on the Closing Date, subject to extensions granted by the Administrative Agent in its reasonable discretion). Each borrowing by, and each issuance, renewal, extension, increase or amendment of a Letter of Credit on behalf of, the Borrower hereunder on the Closing Date shall constitute a representation and warranty by the Borrower as of the date of such extension of credit that the conditions contained in this Section 7.1 have been satisfied.

No MAE. Since (i) December January 31, 2011 through the date hereof Closing Date, except as disclosed in the Company SEC Documents (as defined in the Merger Agreement) or the Company Disclosure Letter Schedules (as defined in the Merger Agreement) and (ii) the date hereofApril 12, 2011, in each case, there has shall not have been any event, change, effect or development that, individually or in the aggregate, has had, or would reasonably be expected to result in, a Company Material Adverse Effect. Notwithstanding the foregoing, to the extent any Collateral or any security interest therein (other than the pledge and perfection of security interests in the Certificated Securities of any Loan Party (other than Holdings) the U.S. Borrower and its Wholly Owned Domestic Subsidiaries and other assets pursuant to which a lien may be perfected by the filing of a financing statement under the UCC or customary intellectual property security filings with the United States Patent and Trademark Office and the United States Copyright OfficeUCC) is not provided on the Closing Date after Holdings’ the use of commercially reasonable efforts to do so or cannot be provided or perfected without undue burden or expenseby Holdings, the provision and/or delivery of such other Collateral (and the perfection of such security interests in such Collateral therein) shall not constitute a condition precedent to the availability of any Facility on the Closing Date, but shall be required to be provided and/or delivered and perfected within ninety (90) days after the Closing Date (and in any event, in the case of the pledge of and perfection of security interests in Collateral not otherwise required on the Closing Date, subject to within 90 days after the Closing Date plus any extensions granted by the Administrative Agent in its reasonable discretion) pursuant to arrangements reasonably acceptable to Holdings and the Administrative Agent). Each borrowing by, and each issuance, renewal, extension, increase or amendment of a Letter of Credit on behalf of, the either Borrower hereunder on the Closing Date shall constitute a representation and warranty by the such Borrower as of the date of such extension of credit that the conditions contained in this Section 7.1 have been satisfied.