Common use of Adverse Change, etc Clause in Contracts

Adverse Change, etc. (a) On or prior to the Initial Borrowing Date, nothing shall have occurred (and neither the Administrative Agent nor the Banks shall have become aware of any facts, conditions or other information not previously known) which the Administrative Agent or the Required Banks shall determine could reasonably be expected to have a material adverse effect on the rights or remedies of the Administrative Agent or the Banks, or on the ability of any Credit Party to perform its obligations to the Administrative Agent and the Banks or which could reasonably be expected to have a Material Adverse Effect. (b) All necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with any Credit Event and the Transaction, the other transactions contemplated by the Documents and otherwise referred to herein or therein (excluding governmental approvals and/or consents not required to be obtained on or prior to the Initial Borrowing Date) shall have been obtained and remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, prevents, or imposes materially adverse conditions upon, the consummation of any Credit Event and the Transaction or the other transactions contemplated by the Documents or otherwise referred to herein or therein. Additionally, 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 any Credit Event or the Transaction or the other transactions contemplated by the Documents.

Adverse Change, etc. (a) On or prior to the Initial Borrowing Restatement Effective Date, ------------------- nothing shall have occurred (and neither the Administrative Agent nor the Banks shall have become aware of any no facts, conditions or other information not previously known) which the Administrative any Agent or the Required Banks shall determine could believe would reasonably be expected to have a material adverse effect (i) on the rights or remedies of the Administrative Agent Agents or the Banks, or on the ability of any Credit Party to perform its respective obligations to the Administrative Agent Agents and the Banks or which could reasonably be expected to have (ii) on the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a Material Adverse Effectwhole. (b) All On or prior to the Restatement Effective Date, all necessary governmental (domestic and foreign) and third party approvals and/or consents (if any) in connection with any Credit Event the making of the Loans and the Transaction, the other transactions contemplated by the Credit Documents and otherwise referred to herein or therein (excluding governmental approvals and/or consents not required to be obtained on or prior to the Initial Borrowing Date) shall have been obtained and remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrainsre strains, prevents, prevents or imposes materially adverse conditions upon, upon the consummation making of any Credit Event the Loans and the Transaction or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. Additionally, 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 any Credit Event the making of the Loans or the Transaction or the other transactions contemplated by the Credit Documents.

Adverse Change, etc. (a) On or prior to the Initial Borrowing Effective Date, nothing shall have occurred (and neither the Administrative Agent nor none of the Banks shall have become aware of any facts, conditions or other information not previously known) which the Administrative Agent or the Required Banks shall determine believe could reasonably be expected to have a material adverse effect (i) on the rights or remedies of the Administrative Agent or the Banks, or on the ability of any Credit Party to perform its respective obligations to the Administrative Agent and the Banks or which could reasonably be expected to have (ii) on the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of Host Marriott, Holdings, HMC Capital, the Borrower, Holdings and its Subsidiaries taken as a Material Adverse Effectwhole or the Borrower and its Subsidiaries taken as a whole. (b) All On or prior to the Effective Date, all necessary governmental (domestic and foreign) and third party approvals and/or consents (including any approvals of the ground lessor of the San Francisco Marriott) in connection with any Credit Event the making of the Loans and the Transaction, the other transactions contemplated by the Credit Documents (including the consummation of the Initial Capital Contributions) and otherwise referred to herein or therein (excluding governmental approvals and/or consents not required to be obtained on or prior to the Initial Borrowing Date) shall have been obtained and remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, prevents, prevents or imposes materially adverse conditions upon, upon the consummation making of any Credit Event the Loans and the Transaction or the other transactions contemplated by the Documents or otherwise referred to herein or thereinCredit Documents. Additionally, there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking seek- ing injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon any Credit Event the making of the Loans or the Transaction or the other transactions contemplated by the Credit Documents.

Adverse Change, etc. (a) On or prior to the Initial Borrowing Date, -------------------- nothing shall have occurred (and neither the Administrative Agent nor the Banks shall have become aware of any no facts, conditions or other information not previously known) which the Administrative any Agent or the Required Banks shall determine could believe would reasonably be expected to have a material adverse effect (i) on the rights or remedies of the Administrative Agent Agents or the Banks, or on the ability of any Credit Party to perform its respective obligations to the Administrative Agent Agents and the Banks or which could reasonably be expected to have (ii) on the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a Material Adverse Effectwhole. (b) All On or prior to the Initial Borrowing Date, all necessary governmental (domestic and foreign) and third party approvals and/or consents (if any) in connection with any Credit Event the making of the Loans and the Transaction, the other transactions contemplated by the Credit Documents and otherwise referred to herein or therein (excluding governmental approvals and/or consents not required to be obtained on or prior to the Initial Borrowing Date) shall have been obtained and remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, prevents, prevents or imposes materially adverse conditions upon, upon the consummation making of any Credit Event the Loans and the Transaction or the other transactions contemplated con templated by the Credit Documents or otherwise referred to herein or therein. Additionally, 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 noti fied prohibiting or imposing materially adverse conditions upon any Credit Event the making of the Loans or the Transaction or the other transactions contemplated by the Credit Documents.

Adverse Change, etc. (a) On or prior to the Initial Borrowing Date, nothing shall have occurred (and neither the Administrative any Agent nor the Banks Lenders shall have become aware of any facts, conditions or other information not previously knownknown to it) which the Administrative any Agent or the Required Banks Lenders shall determine could reasonably be expected to have a material adverse effect on the rights has had or remedies of the Administrative Agent or the Banks, or on the ability of any Credit Party to perform its obligations to the Administrative Agent and the Banks or which could reasonably be expected to have a Material Adverse Effect. (b) All necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with any Credit Event and the Transaction, the other transactions contemplated by the Documents and otherwise referred to herein or therein (excluding governmental approvals and/or consents not required to be obtained on or prior to the Initial Borrowing Date) shall have been obtained and remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, prevents, or imposes materially adverse conditions upon, the consummation of any Credit Event and Event, the Transaction or the other transactions contemplated by the Documents or otherwise referred to herein or therein. Additionally, 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 any Credit Event or the Transaction or the other transactions contemplated by the Documents.

Adverse Change, etc. (a) On or prior to the Initial Borrowing Fifth Amendment Effective Date, nothing shall have occurred (and neither the Administrative Agent nor the Banks shall have become aware of any no facts, conditions or other information not previously known) which the Administrative Agent or the Required Banks shall determine has, or could reasonably be expected to have have, a material adverse effect on the rights or remedies of the Administrative Agent or the Banks, or on the ability of any Credit Party to perform its respective obligations to the Administrative Agent and the Banks or which has, or could reasonably be expected to have have, a Material Adverse Effectmaterial adverse effect on the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of the Borrower or of the Borrower and its Subsidiaries taken as a whole. (b) All On or prior to the Fifth Amendment Effective Date, all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with any Credit Event and the Transaction, the other transactions contemplated by the Credit Documents and otherwise referred to herein or therein (excluding governmental approvals and/or consents not required to be obtained on or prior to the Initial Borrowing Date) shall have been obtained and remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, prevents, prevents or imposes materially adverse conditions upon, upon the consummation of any Credit Event and the Transaction or the other transactions contemplated by this Agreement as amended by the Documents or otherwise referred to herein or thereinFifth Amendment. Additionally, 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 any Credit Event or the Transaction or consummation of the other transactions contemplated by this Agreement as amended by the DocumentsFifth Amendment.

Adverse Change, etc. (a) On or prior to the Initial Borrowing Date, nothing Nothing shall have occurred (and neither the Administrative Agent nor the Banks any Lender shall have become aware of any facts, facts or conditions or other information not previously known) which the Administrative Agent or the Required Banks Lenders shall reasonably determine has had, or could reasonably be expected to have a material adverse effect on the rights or remedies of the Administrative Agent or the Bankshave, or on the ability of any Credit Party to perform its obligations to the Administrative Agent and the Banks or which could reasonably be expected to have a Material Adverse Effect. (b) All On or prior to the Initial Borrowing Date, all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with any Credit Event the Transaction and the Transaction, the other transactions contemplated by the Documents and otherwise referred to herein or therein (excluding governmental approvals and/or consents not required to be obtained on or prior to the Initial Borrowing Date) shall have been obtained and remain in effecteffect (other than immaterial consents relating to the Acquisition), and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents, prevents or imposes materially adverse conditions upon, upon the consummation of any Credit Event and the Transaction or the other transactions contemplated by the Documents or otherwise referred to herein or therein. Additionally, 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 any Credit Event or the Transaction or the other transactions contemplated by the DocumentsDocuments or otherwise referred to herein or therein.

Adverse Change, etc. (a) On or prior to the Initial Borrowing Effective Date, -------------------- nothing shall have occurred (and neither the Administrative Agent nor the Banks shall have become aware of any facts, conditions or other information not previously known) which the Administrative Agent or the Required Banks shall determine has had, or believe could reasonably be expected to have have, a material adverse effect (i) on the Initial Transaction, (ii) on the rights or remedies of the Administrative Agent or the Banks, or on the ability of any Credit Party to perform its respective obligations to the Administrative Agent and the Banks or which could reasonably be expected to have (iii) on the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of Holdings, the Borrower, Holdings and its Subsidiaries taken as a Material Adverse Effectwhole or the Borrower and its Subsidiaries taken as a whole. (b) All On or prior to the Effective Date, all necessary governmental (domestic and foreign) and third party approvals and/or and consents in connection with any Credit Event the Initial Transaction and the Transaction, the other transactions contemplated by the Documents to occur on or prior to the Effective Date and otherwise referred to herein or therein (excluding governmental approvals and/or consents not required to be obtained on or prior to the Initial Borrowing Date) shall have been obtained and remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, prevents, prevents or imposes materially adverse conditions upon, upon the consummation of any Credit Event Initial Transaction and the Transaction or the other transactions contemplated by such Documents (other than any immaterial approvals and/or consents relating to the Documents or otherwise referred to herein or thereinInitial Transaction). Additionally, 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 any Credit Event or the Initial Transaction or the other transactions contemplated by the DocumentsDocuments to occur on or prior to the Effective Date.

Adverse Change, etc. (a) On or prior to the Initial Borrowing Date, nothing Nothing shall have occurred (and neither the Administrative Agent nor the Banks any Lender shall have become aware of any facts, facts or conditions or other information not previously known) which the Administrative Agent or the Required Banks Lenders shall reasonably determine has had, or could reasonably be expected to have a material adverse effect on the rights or remedies of the Administrative Agent or the Bankshave, or on the ability of any Credit Party to perform its obligations to the Administrative Agent and the Banks or which could reasonably be expected to have a Material Adverse Effect. (b) All On or prior to the Restatement Effective Date, all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with any Credit Event the Refinancing and the Transaction, the other transactions contemplated by the Credit Documents and otherwise referred to herein or therein (excluding governmental approvals and/or consents not required to be obtained on or prior to the Initial Borrowing Date) 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, prevents or imposes materially adverse conditions upon, upon the consummation of any Credit Event and the Transaction Refinancing or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. Additionally, 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 any Credit Event or the Transaction Refinancing or the other transactions contemplated by the DocumentsCredit Documents or otherwise referred to herein or therein.

Adverse Change, etc. (a) On or prior Since December 31, 2005, after giving effect to the Initial Borrowing DateTransactions, nothing there shall not have occurred (and neither the Administrative Agent nor the Banks shall have become aware of been any factschange, conditions event, condition, development or other information not previously known) which the Administrative Agent occurrence that has had or the Required Banks shall determine could reasonably be expected to have have, in the reasonable opinion of the Administrative Agent, either individually or in the aggregate, a material adverse effect on the rights business, condition (financial or remedies otherwise), operation or performance of the Administrative Agent or the Banks, or on the ability of any Credit Party to perform Trizec and its obligations to the Administrative Agent and the Banks or which could reasonably be expected to have affiliates taken as a Material Adverse Effectwhole. (b) Since the date of the Merger Agreement, there shall not have been any “Material Adverse Effect” (as defined in the Merger Agreement) such that the condition set forth in Section 9.02(e) of the Merger Agreement is not satisfied. (c) All necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with any Credit Event and the TransactionTransactions, the other transactions contemplated by the Documents and or otherwise referred to herein or therein (excluding governmental approvals and/or consents not required to be obtained on or prior to and the Initial Borrowing Date) granting of Liens under the Credit Documents shall have been obtained and remain in effect, and all applicable waiting periods 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 any Credit Event and the Transaction or Transactions, the other transactions contemplated by the Documents or otherwise referred to herein or therein. Additionally, 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 any Credit Event or the Transaction Transactions or the other transactions contemplated by the Documents.

Adverse Change, etc. (a) On or prior to the Initial Borrowing Date, nothing shall have occurred (and neither the Administrative any Lead Agent nor the Banks Lenders shall have become aware of any facts, conditions or other information not previously knownknown to it) which the Administrative any Lead Agent or the Required Banks Lenders shall determine could reasonably be expected to have a material adverse effect on the rights has had or remedies of the Administrative Agent or the Banks, or on the ability of any Credit Party to perform its obligations to the Administrative Agent and the Banks or which could reasonably be expected to have a Material Adverse Effect. (b) All necessary governmental (domestic and foreign) and third party approvals and/or consents (except for (x) receipt of a "final order" from the FCC, (y) consent from the United States Department of Education, certain State accreditation commission and certain State education authorities in respect of the change of control at ESI and (z) final consent from the N.J. Gaming Approval, which approvals and/or consents are not required to be obtained on or before the Initial Borrowing Date) in connection with any Credit Event and the Transaction, the other transactions contemplated by the Documents and otherwise referred to herein or therein (excluding governmental approvals and/or consents not required to be obtained on or prior to the Initial Borrowing Date) shall have been obtained and remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, prevents, or imposes materially adverse conditions upon, the consummation of any Credit Event and the Transaction or the other transactions contemplated by the Documents or otherwise referred to herein or therein. Additionally, 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 any Credit Event or the Transaction or the other transactions contemplated by the Documents.

Adverse Change, etc. (a) On or prior to the Initial Borrowing Effective Date, nothing shall have occurred (and neither the Administrative Agent nor the Banks shall have become aware of any no facts, conditions or other information not previously known) which the Administrative Agent or the Required Banks shall determine has, or could reasonably be expected to have have, a material adverse effect on the rights or remedies of the Administrative Agent or the Banks, or on the ability of any Credit Party to perform its their respective obligations to the Administrative Agent and the Banks or which has, or could reasonably be expected to have have, a Material Adverse Effectmaterial adverse effect on the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole. (b) All On or prior to the Effective Date, all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with any Credit Event and the Transaction, the other transactions contemplated by the Credit Documents and otherwise referred to herein or therein (excluding governmental approvals and/or consents not required to be obtained on or prior to the Initial Borrowing Date) shall have been obtained and remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, prevents, prevents or imposes materially adverse conditions upon, upon the consummation of any Credit Event and the Transaction or the other transactions contemplated by the Documents or otherwise referred to herein or thereinthis Agreement. Additionally, 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 any Credit Event or the Transaction or consummation of the other transactions contemplated by the Documentsthis Agreement.

Adverse Change, etc. (a) On or prior to the Initial Borrowing Date, nothing Nothing shall have occurred (and neither the Administrative Agent nor the Banks shall have become aware of any facts, no facts or conditions or other information not previously known) which the Administrative Agent or the Required Banks shall determine has, or could reasonably be expected to have have, a material adverse effect on the rights or remedies of the Administrative Agent or the Banks, or on the ability of the Borrower or any of the other Credit Party Parties to perform its their respective obligations to the Administrative Agent and the Banks or which has, or could reasonably be expected to have have, a Material Adverse Effectmaterially adverse effect on the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of the Borrower or of the Borrower and its Subsidiaries taken as a whole. (b) All On or prior to the Effective Date, all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with any Credit Event the Transaction and the Transaction, the other transactions contemplated by the Documents and otherwise referred to herein or therein (excluding governmental approvals and/or consents not required to be obtained on or prior to the Initial Borrowing Date) shall have been obtained and remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, prevents, prevents or imposes materially adverse conditions upon, upon the consummation of any Credit Event and the Transaction or and the other transactions contemplated by the Documents or and otherwise referred to herein or therein. Additionally, 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 any Credit Event or the consummation of the Transaction or the other transactions contemplated by making of the DocumentsLoans.

Adverse Change, etc. (a) On or prior to the Initial Borrowing Restatement Effective Date, nothing shall have occurred (and neither the Administrative Agent nor the Banks Agents shall have become aware of any facts, no facts or conditions or other information not previously known) which the Administrative Agent or the Required Banks shall determine could is reasonably be expected likely to have a material adverse effect on the rights or remedies of the Administrative Agent Banks or the BanksAgents, or on the ability of any Credit Party the Borrower or its Subsidiaries to perform its their obligations to the Administrative Agent and the Banks or which could is reasonably be expected likely to have a Material Adverse Effectmaterially adverse effect on the business, property, assets, liabilities, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole, in each case after giving effect to the consummation of the Transaction. (b) All necessary governmental (domestic and foreign) and third party approvals and/or consents consents, all necessary shareholder and board of director approvals and/or consents, in each case in connection with any Credit Event the Transaction and the Transaction, the other transactions contemplated by the Documents and otherwise referred to herein or therein (excluding governmental approvals and/or consents not required to be obtained on or prior to the Initial Borrowing Date) 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, prevents or imposes materially adverse conditions upon, the consummation of any Credit Event and the Transaction or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. Additionally, 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 any Credit Event or the Transaction or the other transactions contemplated by the Credit Documents.

Adverse Change, etc. (a) On or prior to the Initial Borrowing Restatement Effective Date, nothing shall have occurred (and neither the Administrative Agent nor the Banks shall have become aware of any facts, conditions or other information not previously known) which the Administrative Agent or the Required Banks shall determine could reasonably be expected to have a material adverse effect on the rights or remedies of the Administrative Agent or the Banks, or on the ability of any Credit Party to perform its obligations to the Administrative Agent and the Banks or which could reasonably be expected to have a Material Adverse Effect. (b) All necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with any Credit Event and the Transaction, the other transactions contemplated by the Documents and otherwise referred to herein or therein (excluding governmental approvals and/or consents not required to be obtained on or prior to the Initial Borrowing Restatement Effective Date) shall have been obtained and remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, prevents, or imposes materially adverse conditions upon, the consummation of any Credit Event and the Transaction or the other transactions contemplated by the Documents or otherwise referred to herein or therein. Additionally, 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 any Credit Event or the Transaction or the other transactions contemplated by the Documents.

Adverse Change, etc. (a) On or prior to the Initial Borrowing Restatement Effective Date, -------------------- nothing shall have occurred (and neither the Administrative Agent nor the Banks shall have become aware of any no facts, conditions or other information not previously known) which the Administrative Agent or the Required Banks shall determine has, or could reasonably be expected to have have, a material adverse effect on the rights or remedies of the Administrative Agent or the Banks, or on the ability of any Credit Party to perform its their respective obligations to the Administrative Agent and the Banks or which has, or could reasonably be expected to have have, a Material Adverse Effectmaterial adverse effect on the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of Holdings, the Borrower or of Holdings and its Subsidiaries taken as a whole. (b) All On or prior to the Restatement Effective Date, all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with any Credit Event and the Transaction, the other transactions contemplated by the Credit Documents and otherwise referred to herein or therein (excluding governmental approvals and/or consents not required to be obtained on or prior to the Initial Borrowing Date) shall have been obtained and remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, prevents, prevents or imposes materially adverse conditions upon, upon the consummation of any Credit Event and the Transaction or the other transactions contemplated by the Documents or otherwise referred to herein or thereinthis Agreement. Additionally, 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 any Credit Event or the Transaction or consummation of the other transactions contemplated by the Documentsthis Agreement.

Adverse Change, etc. (a) On or prior to the Initial Borrowing Date, after giving effect to the Transaction, nothing shall have occurred since December 31, 1995 (and neither the Administrative Agent nor the Banks shall have become aware of any no facts, conditions or other information not previously known) which the Administrative Agent or the Required Banks shall determine reasonably believe could reasonably be expected to have a material adverse effect on the rights or remedies of the Administrative Agent or the Banks, or on the ability of any Credit Party to perform its obligations to the Administrative Agent and the Banks or which could the Agent or the Required Banks reasonably be expected to believe would have a material adverse effect on the Transaction or a Material Adverse Effect. (b) All On or prior to the Initial Borrowing Date, all necessary and material governmental (domestic and foreign) and third party approvals and/or consents in connection with any Credit Event the Transaction and the Transaction, the other transactions contemplated by the Credit Documents and otherwise referred to herein or therein (excluding governmental approvals and/or consents not required to be obtained on or prior to the Initial Borrowing Date) there in shall have been obtained and remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, prevents, prevents or imposes materially adverse conditions upon, upon the consummation of any Credit Event the Transaction and the Transaction or the other transactions trans actions contemplated by the Documents or otherwise referred to herein or thereinthis Agreement. Additionally, there shall not exist any judgment, order, injunction in junction 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 any Credit Event or the consummation of the Transaction or the other transactions contemplated by the Documentsthis Agreement.

Adverse Change, etc. (a) On or prior to the Initial Borrowing Restatement Effective Date, -------------------- nothing shall have occurred (and neither the Required Banks nor the Administrative Agent nor the Banks shall have become aware of any facts, facts or conditions or other information not previously known) which the Required Banks or the Administrative Agent or the Required Banks shall determine could (i) has had, or is reasonably be expected likely to have have, a material adverse effect on the rights or remedies of the Banks or the Administrative Agent or under the Banks, Credit Documents or on the ability of any Credit Party to perform its obligations to under the Administrative Agent and the Banks Credit Documents or which (ii) has had, or could reasonably be expected to have have, a Material Adverse Effect. (b) All On or prior to the Restatement Effective Date, all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with any Credit Event the Transaction and the Transaction, the other transactions contemplated by the Documents and otherwise referred to herein or therein (excluding governmental approvals and/or consents not required to be obtained on or prior to the Initial Borrowing Date) 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, prevents or imposes materially adverse conditions upon, the consummation of any Credit Event and the Transaction or the other transactions contemplated by the Documents or otherwise referred to herein or therein. Additionally, 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 any Credit Event or the Transaction or the other transactions contemplated by the Documents.

Adverse Change, etc. (a) On or prior to the Initial Borrowing Restatement Effective Date, -------------------- nothing shall have occurred (and neither the Administrative Agent nor the Banks shall have become aware of any no facts, conditions or other information not previously known) which the Administrative any Agent or the Required Banks shall determine could believe would reasonably be expected to have a material adverse effect (i) on the rights or remedies of the Administrative Agent Agents or the Banks, or on the ability of any Credit Party to perform its respective obligations to the Administrative Agent Agents and the Banks or which could reasonably be expected to have (ii) on the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a Material Adverse Effectwhole. (b) All On or prior to the Restatement Effective Date, all necessary governmental (domestic and foreign) and third party approvals and/or consents (if any) in connection with any Credit Event the making of the Loans and the Transaction, the other transactions contemplated by the Credit Documents and otherwise referred to herein or therein (excluding governmental approvals and/or consents not required to be obtained on or prior to the Initial Borrowing Date) shall have been obtained and remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, prevents, prevents or imposes materially adverse conditions upon, upon the consummation making of any Credit Event the Loans and the Transaction or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. Additionally, 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 any Credit Event the making of the Loans or the Transaction or the other transactions contemplated by the Credit Documents.

Adverse Change, etc. (a) On or prior to the Initial Borrowing Effective Date, nothing shall -------------------- have occurred (and neither the Administrative Agent Required Banks nor the Banks Agent shall have become aware of any facts, facts or conditions or other information not previously known) which the Administrative Agent Required Banks or the Required Banks Agent shall determine could (i) has had, or is reasonably be expected likely to have have, a material adverse effect on the rights or remedies of the Administrative Agent Banks or the Banks, Agent under the Credit Documents or on the ability of any the Borrower and/or the other Credit Party Parties to perform its their respective obligations to under the Administrative Agent and the Banks Credit Documents or which (ii) has had, or could reasonably be expected to have have, a Material Adverse Effect. (b) All On or prior to the Effective Date, all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with any Credit Event the Transaction and the Transaction, the other transactions contemplated by the Documents and otherwise referred to herein or therein (excluding governmental approvals and/or consents not required to be obtained on or prior to the Initial Borrowing Date) 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, prevents or imposes materially adverse conditions upon, the consummation of any Credit Event and the Transaction or the other transactions contemplated by the Documents or otherwise referred to herein or therein. Additionally, 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 any Credit Event or the Transaction or the other transactions contemplated by the Documents.

Adverse Change, etc. (ai) On or prior to the Initial Borrowing Date, nothing Nothing shall have occurred (and neither which the Required Lenders or the Administrative Agent nor the Banks shall have become aware of any facts, conditions or other information not previously known) which the Administrative Agent or the Required Banks shall determine has, or could reasonably be expected to have have, a material adverse effect Material Adverse Effect on the rights or remedies of the Administrative Agent Lenders or the BanksAdministrative Agent, or on the ability of any Credit Loan Party to perform its obligations to under the Administrative Agent and Loan Documents, since the Banks or which could reasonably be expected to have a Material Adverse Effectdates of their respective financial statements set forth in subsection 4.1. (bii) All material necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with any Credit Event and the TransactionAcquisition, the other transactions contemplated by the Transaction Documents (other than the Agreement and Plan of Merger) and the Offer to Purchase and otherwise referred to herein or and therein (excluding governmental approvals and/or consents not required to be obtained completed on or prior to before the Initial Borrowing Date) Tender Offer Closing Date shall have been obtained and remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, preventsprevents or imposes, or imposes in the judgment of the Required Lenders, materially adverse conditions upon, upon the consummation of any Credit Event and the Transaction or Acquisition. (iii) Except to the other transactions contemplated by extent the Documents or Required Lenders otherwise referred to herein or therein. Additionallyconsent, 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 any Credit Event with respect to the purchase of Shares, the making of the Loans hereunder or the Transaction or consummation of the other transactions contemplated by the DocumentsMerger.

Adverse Change, etc. (a) On or prior to the Initial Borrowing Date, nothing Nothing shall have occurred (and neither the Administrative Agent nor the Banks shall have become aware of any facts, facts or conditions or other information not previously known) which the Administrative Agent or the Required Banks shall reasonably determine (a) has had, or could reasonably be expected to have have, a material adverse effect on the rights or remedies of the Administrative Agent Banks or the BanksAgent, or on the ability of any Credit Party to perform its obligations to the Administrative Agent and the Banks or which the Agent hereunder or under any other Credit Document or (b) has had, or could reasonably be expected to have have, a Material Adverse Effectmaterial adverse effect on the Refinancing or on the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of the Borrower or any of its Subsidiaries. (b) All On or prior to the Effective Date, all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with any Credit Event the Refinancing and the Transaction, the other transactions contemplated by this Agreement and the other Credit Documents and otherwise referred to herein or therein (excluding governmental approvals and/or consents not required to be obtained on or prior to the Initial Borrowing Date) shall have been obtained and remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, prevents, or imposes materially adverse conditions upon, the consummation of any Credit Event and the Transaction or the other transactions contemplated by the Documents or otherwise referred to herein or therein. Additionally, there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking seek ing injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon any Credit Event or the Transaction Refinancing or the other transactions transac tions contemplated by this Agreement and the Documentsother Credit Documents or otherwise referred to herein or therein.

Adverse Change, etc. (a) On or prior to the Initial Borrowing Effective Date, nothing shall have occurred (and neither the Administrative Agent nor none of the Banks shall have become aware of any facts, conditions or other information not previously known) which the Administrative Agent or the Required Banks shall determine believe could reasonably be expected to have a material adverse effect (i) on the rights or remedies of the Administrative Agent Agent, the Banks or the BanksIssuing Bank, or on the ability of any Credit Party to perform its respective obligations to the Administrative Agent and Agent, the Banks or which could reasonably be expected to have the Issuing Bank or (ii) on the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of the REIT, the Borrower, the REIT and its Subsidiaries taken as a Material Adverse Effectwhole or the Borrower and its Subsidiaries taken as a whole. (b) All On or prior to the Effective Date, all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with any the making of the Loans, the issuance of the Letters of Credit Event and the Transaction, the other transactions contemplated by the Credit Documents and otherwise referred to herein or therein (excluding governmental approvals and/or consents not required to be obtained on or prior to the Initial Borrowing Date) shall have been obtained and remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, prevents, prevents or imposes materially adverse conditions uponupon the making of the Loans, the consummation issuance of any the Letters of Credit Event and the Transaction or the other transactions contemplated by the Documents or otherwise referred to herein or thereinCredit Documents. Additionally, 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 any Credit Event the making of the Loans or the Transaction or the other transactions contemplated by the Credit Documents.

Adverse Change, etc. (a) On or prior to the Initial Borrowing Effective Date, nothing shall have ------------------- occurred (and neither the Administrative Agent nor the Banks shall not have become aware of any facts, facts or conditions or other information not previously known) which the Administrative either Agent or the Required Banks shall determine has, or could reasonably be expected to have have, a material adverse effect on the rights or remedies of the Administrative Agent Agents or the Banks, or on the ability of any Credit Party Borrower to perform its obligations to the Administrative Agent Agents and the Banks under any Credit Document or which has, or could reasonably be expected to have have, a Material Adverse Effectmaterial adverse effect on the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of any Borrower or the Borrowers taken as a whole. (b) All On or prior to the Effective Date, all necessary governmental (domestic and foreign) and third party approvals and/or consents approvals, if any, in connection with any Credit Event and the Transaction, the other transactions contemplated by the Credit Documents and otherwise referred to herein or therein (excluding governmental approvals and/or consents not required to be obtained on or prior to the Initial Borrowing Date) shall have been obtained and remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, prevents, prevents or imposes materially adverse conditions upon, upon the consummation of any Credit Event and the Transaction or the other transactions contemplated by the Credit Documents or and otherwise referred to herein or therein. Additionally, 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 any Credit Event or the Transaction or consummation of the other transactions contemplated by the DocumentsCredit Documents or the making of any Loans.

Adverse Change, etc. (a) On or prior to the Initial Borrowing Closing Date, nothing shall have occurred (and neither the Administrative Agent nor the Banks shall have become aware of any facts, conditions or other information not previously known) which the Administrative Agent or the Required Banks shall determine could reasonably be expected to have a material adverse effect on the rights or remedies of the Administrative Agent or the Banks, or on the ability of any Credit Party to perform its obligations to the Administrative Agent and the Banks or which could reasonably be expected to have a Material Adverse Effect. (b) All necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with any Credit Event the making of the Loans and the Transaction, the other transactions contemplated by the Documents and otherwise referred to herein or therein (excluding governmental approvals and/or consents not required to be obtained on or prior to the Initial Borrowing Closing Date) shall have been obtained and remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, prevents, or imposes materially adverse conditions upon, the consummation of any Credit Event and the Transaction or the other transactions contemplated by the Documents or otherwise referred to herein or therein. Additionally, 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 any Credit Event or the Transaction or the other transactions contemplated by the Documents.

Adverse Change, etc. (a) On or prior to the Initial Borrowing Restatement Effective Date, nothing shall have occurred (and neither the Administrative Agent nor the Banks shall have become aware of any facts, no facts or conditions or other information not previously known) which the Administrative Agent or the Required Banks shall reasonably determine has, or could reasonably be expected to have have, a material adverse effect on the rights or remedies of the Administrative Agent Banks or the Banksany Agent, or on the ability of any Credit Party the Company and its Subsidiaries to perform its their obligations to the Administrative Agent and the Banks or which has, or could reasonably be expected to have have, a Material Adverse Effectmaterially adverse effect on the business, property, assets, condition (financial or otherwise) or prospects of the Company or of the Company and its Subsidiaries taken as a whole. (b) All On or prior to the Restatement Effective Date, all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with any Credit Event the Refinancing and the Transaction, the other transactions contemplated by the Credit Documents and otherwise referred to herein or therein (excluding governmental approvals and/or consents not required to be obtained on or prior to the Initial Borrowing Date) shall have been obtained and remain in effect, and all applicable waiting periods periods, if any, shall have expired without any action being taken by any competent authority which restrains, prevents, prevents or imposes materially adverse conditions upon, upon the consummation of all or any Credit Event and part of the Transaction Refinancing or the other transactions contemplated by the Credit Documents or and otherwise referred to herein or therein. Additionally, 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 all or any Credit Event part of the Refinancing or the Transaction or making of the other transactions contemplated by the DocumentsLoans.

Adverse Change, etc. (a) On or prior to the Initial Borrowing Date, nothing shall have occurred (and neither the Administrative Agent nor the Banks Agents shall have become aware of any facts, no facts or conditions or other information not previously known) which the Administrative Agent or the Required Banks shall determine could is reasonably be expected likely to have a material adverse effect on the rights or remedies of the Administrative Agent Banks or the BanksAgents, or on the ability of any Credit Party the Borrower or its Subsidiaries to perform its their obligations to the Administrative Agent and the Banks or which could is reasonably be expected likely to have a Material Adverse Effectmaterially adverse effect on the business, property, assets, liabilities, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole, in each case after giving effect to the consummation of the Transaction. (b) All necessary governmental (domestic and foreign) and third party approvals and/or consents consents, all necessary shareholder and board of director approvals and/or consents, in each case in connection with any Credit Event the Transaction and the Transaction, the other transactions contemplated by the Documents and otherwise referred to herein or therein (excluding governmental approvals and/or consents not required to be obtained on or prior to the Initial Borrowing Date) 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, prevents or imposes materially adverse conditions upon, the consummation of any Credit Event and the Transaction or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. Additionally, 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 any Credit Event or the Transaction or the other transactions contemplated by the Credit Documents.

Adverse Change, etc. (a) On or prior to the Initial Borrowing Date, nothing shall have occurred (and neither the Administrative Agent nor the Banks Lender shall not have become aware of any facts, conditions or other information not previously known) which the Administrative Agent or the Required Banks Lender shall determine could reasonably be expected to have a material adverse effect on the rights or remedies of the Administrative Agent Lender, or the BanksLender, or on the ability of any Credit Party to perform its obligations to the Administrative Agent and the Banks Lender or which could reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, operation, property, assets, liabilities, condition (financial or otherwise) or prospects of the Acquired Business, the Borrower or the Borrower and its Subsidiaries taken as a whole. (b) All necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with any Credit Event and the TransactionAcquisition, the other transactions contemplated by the Documents and otherwise referred to herein or therein (excluding governmental approvals and/or consents not required to be obtained on or prior to the Initial Borrowing Date) shall have been obtained and remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, prevents, or imposes materially adverse conditions upon, the consummation of any Credit Event and the Transaction Acquisition or the other transactions contemplated by the Documents or otherwise referred to herein or therein. Additionally, 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 any Credit Event or the Transaction Acquisition or the other transactions contemplated by the Documents.

Adverse Change, etc. (a) On or prior to the Initial Borrowing Supplement Effective Date, nothing shall have occurred (and neither the Administrative Agent nor the Banks shall have become aware of any no facts, conditions or other information not previously known) which the Administrative any Agent or the Required Banks shall determine could believe would reasonably be expected to have a material adverse effect (i) on the rights or remedies of the Administrative Agent Agents or the Banks, or on the ability of any Credit Party to perform its respective obligations to the Administrative Agent Agents and the Banks or which could reasonably be expected to have (ii) on the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a Material Adverse Effectwhole. (b) All On or prior to the Supplement Effective Date, all necessary governmental (domestic and foreign) and third party approvals and/or consents (if any) in connection with any Credit Event the making of the Tranche C Term Loans and the Transaction, the other transactions contemplated by the Credit Documents and otherwise referred to herein or therein (excluding governmental approvals and/or consents not required to be obtained on or prior to the Initial Borrowing Date) shall have been obtained and remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, prevents, prevents or imposes materially adverse conditions upon, upon the consummation making of any Credit Event the Tranche C Term Loans and the Transaction or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. Additionally, 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 any Credit Event the making of the Tranche C Term Loans or the Transaction or the other transactions contemplated by the Credit Documents. (c) On or prior to the Supplement Effective Date, (i) no Default or Event of Default exists and (ii) all representations and warranties contained in the Credit Agreement and other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on the Supplement Effective Date.

Adverse Change, etc. (a) On or prior to the Initial Borrowing DateSince December 31, 1997, nothing shall have occurred (and neither the Administrative Agent nor the Banks Lenders shall have become aware of any facts, facts or conditions or other information not previously known) which the Administrative Agent or the Required Banks Lenders shall reasonably determine (a) has had, or could reasonably be expected to have have, a material adverse effect on the rights or remedies of the Administrative Agent Lenders or the BanksAgent, or on the ability of any Credit Party to perform its obligations to the Administrative Lenders or the Agent and the Banks hereunder or which under any other Credit Document or (b) has had, or could reasonably be expected to have have, a Material Adverse Effectmaterial adverse effect on the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of the Company and its Subsidiaries taken as a whole. (b) All On or prior to the Restatement Effective Date, all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with any Credit Event and the Transaction, the other transactions contemplated by this Agreement and the other Credit Documents and otherwise referred to herein or therein (excluding governmental approvals and/or consents not required to be obtained on or prior to the Initial Borrowing Date) shall have been obtained and remain in effecteffect (including all such consents, if any, required under the Existing Term Loan Agreement), and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents, prevents or imposes materially adverse conditions upon, upon the consummation of any Credit Event and the Transaction or the other transactions contemplated by this Agreement and the other Credit Documents or otherwise referred to herein or therein. Additionally, 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 any Credit Event or the Transaction or the other transactions contemplated by this Agreement and the Documentsother Credit Documents or otherwise referred to herein or therein.

Adverse Change, etc. (a) On or prior to the Initial Borrowing Date, nothing shall have occurred since December 31, 1998 (and neither the Administrative Agent Agents nor the Banks Lenders shall have become aware of any facts, facts or conditions or other information not previously knowndisclosed to them in writing) which the Administrative Agent or the Required Banks shall determine could reasonably be expected likely to have a material adverse effect on the rights or remedies of the Administrative Agent Agents or the BanksLenders, or on the ability of any the Credit Party Parties to perform its their respective obligations to the Administrative Agent Agents and the Banks Lenders or which could reasonably be expected likely to have a Material Adverse Effectmaterial adverse effect on the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole or Parent and its Subsidiaries taken as a whole. (b) All On or prior to the Initial Borrowing Date, all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with any Credit Event the Transaction and the Transaction, the other transactions contemplated by the Transaction Documents and otherwise referred to herein or therein (excluding governmental approvals and/or consents not required to be obtained on or prior to the Initial Borrowing Date) 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, prevents or imposes materially adverse conditions upon, the consummation of any Credit Event and the Transaction or the other transactions contemplated by the Transaction Documents or otherwise referred to herein or therein. Additionally, there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief injunction or other restraint pending or notified prohibiting or imposing materially adverse conditions upon any Credit Event upon, or materially delaying or making economically unfeasible the consummation of the Transaction or the other transactions contemplated by the DocumentsTransaction Documents or otherwise required to be consummated herein or therein.

Adverse Change, etc. (a) On or prior to the Initial Borrowing Effective Date, nothing shall have occurred (and neither the Administrative Agent nor the Banks shall not have become aware of any facts, facts or conditions or other information not previously known) which either the Administrative Agent or the Required Banks shall determine has, or could reasonably be expected to have have, a material adverse effect on the rights or remedies of the Administrative Agent or the Banks, or on the ability of any Credit Party Borrower to perform its obligations to the Administrative Agent and the Banks under any Credit Document or which has, or could reasonably be expected to have have, a Material Adverse Effectmaterial adverse effect on the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of any Borrower or the Borrowers taken as a whole. (b) All On or prior to the Effective Date, all necessary governmental (domestic and foreign) and third party approvals and/or consents approvals, if any, in connection with any Credit Event and the Transaction, the other transactions contemplated by the Credit Documents and otherwise referred to herein or therein (excluding governmental approvals and/or consents not required to be obtained on or prior to the Initial Borrowing Date) shall have been obtained and remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, prevents, prevents or imposes materially adverse conditions upon, upon the consummation of any Credit Event and the Transaction or the other transactions contemplated by the Credit Documents or and otherwise referred to herein or therein. Additionally, 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 any Credit Event or the Transaction or consummation of the other transactions contemplated by the DocumentsCredit Documents or the making of any Loans.

Adverse Change, etc. (a) On or prior to the Initial Borrowing Date, nothing shall have occurred (and neither the Administrative Agent nor the Banks shall have become aware of any no facts, conditions or other information not previously known) which the Administrative Agent or the Required Banks shall determine reasonably believe could reasonably be expected to have a material adverse effect on the rights or remedies of the Administrative Agent or the Banks, or on the ability of any the Credit Party Parties to perform its their respective obligations to the Administrative Agent and the Banks hereunder or under any other Credit Document or which could the Agent or the Required Banks reasonably be expected to believe would have a Material Adverse Effectmaterial adverse effect on the Transaction or the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of the Borrowers taken as a whole or Holdings and its Subsidiaries taken as a whole. (b) All On or prior to the Initial Borrowing Date, all necessary and material governmental (domestic and foreign) and third party approvals and/or consents in connection with any Credit Event the Transaction and the Transaction, the other transactions contemplated by the Credit Documents and otherwise referred to herein or therein (excluding governmental approvals and/or consents not required to be obtained on or prior to the Initial Borrowing Date) shall have been obtained and remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, prevents, prevents or imposes materially adverse conditions upon, upon the consummation of any Credit Event the Transaction and the Transaction or the other transactions contemplated by the Documents or otherwise referred to herein or thereinthis Agreement. Additionally, 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 any Credit Event or the consummation of the Transaction or the other transactions contemplated by the Documentsthis Agreement.

Adverse Change, etc. (a) On or prior to the Initial Borrowing Date, nothing shall have occurred since December 31, 1997 (and neither the Administrative Agent Agents nor the Banks shall have become aware of any facts, facts or conditions or other information not previously knowndisclosed to them in writing) which the Administrative Agent or the Required Banks shall determine could reasonably be expected likely to have a material adverse effect on the rights or remedies of the Administrative Agent Agents or the Banks, or on the ability of any the Credit Party Parties to perform its their respective obligations to the Administrative Agent Agents and the Banks or which could reasonably be expected likely to have a Material Adverse Effectmaterial adverse effect on the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole or Parent and its Subsidiaries taken as a whole. (b) All On or prior to the Initial Borrowing Date, all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with any Credit Event the Transaction and the Transaction, the other transactions contemplated by the Transaction Documents and otherwise referred to herein or therein (excluding governmental approvals and/or consents not required to be obtained on or prior to the Initial Borrowing Date) 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, prevents or imposes materially adverse conditions upon, the consummation of any Credit Event and the Transaction or the other transactions contemplated by the Transaction Documents or otherwise referred to herein or therein. Additionally, there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief injunction or other restraint pending or notified prohibiting or imposing materially adverse conditions upon any Credit Event upon, or materially delaying or making economically unfeasible the consummation of the Transaction or the other transactions contemplated by the DocumentsTransaction Documents or otherwise required to be consummated herein or therein.

Adverse Change, etc. (a) On or prior to the Initial Borrowing Date, nothing Nothing shall have occurred (and neither the Administrative Agent nor the Banks any Lender shall have become aware of any facts, facts or conditions or other information not previously known) which the Administrative Agent or the Required Banks Lenders shall reasonably determine has had, or could reasonably be expected to have a material adverse effect on the rights or remedies of the Administrative Agent or the Bankshave, or on the ability of any Credit Party to perform its obligations to the Administrative Agent and the Banks or which could reasonably be expected to have a Material Adverse Effect. (b) All On or prior to the Initial Borrowing Date, all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with any Credit Event the Refinancing and the Transaction, the other transactions contemplated by the Credit Documents and otherwise referred to herein or therein (excluding governmental approvals and/or consents not required to be obtained on or prior to the Initial Borrowing Date) 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, prevents or imposes materially adverse conditions upon, upon the consummation of any Credit Event and the Transaction Refinancing or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. Additionally, 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 any Credit Event or the Transaction Refinancing or the other transactions contemplated by the DocumentsCredit Documents or otherwise referred to herein or therein.

Adverse Change, etc. (a) On or prior to the Initial Borrowing Date, nothing shall have occurred (and neither the Administrative Agent nor the Banks any Lender shall have become aware of any facts, facts or conditions or other information not previously known) which the Administrative Agent or the Required Banks Lenders shall reasonably determine has had, or could reasonably be expected to have have, a Material Adverse Effect or a material adverse effect on the rights business, operations, properties, assets, liabilities or remedies condition (financial or otherwise) of the Administrative Agent or the Banks, or on the ability of any Credit Party to perform its obligations to the Administrative Agent and the Banks or which could reasonably be expected to have a Material Adverse EffectL▇▇▇▇▇. (b) All On or prior to the Initial Borrowing Date, all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with any Credit Event the Transaction and the Transaction, the other transactions contemplated by the Documents and otherwise referred to herein or therein (excluding governmental approvals and/or consents not required to be obtained including the consent of Bank One as the prior lienholder on or prior to the Initial Borrowing DateDeer Park Facility) shall have been obtained and remain in effecteffect (other than immaterial consents relating to the Acquisition), and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents, prevents or imposes materially adverse conditions upon, upon the consummation of any Credit Event and the Transaction or the other transactions contemplated by the Documents or otherwise referred to herein or therein. AdditionallyOn or prior to the 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 any Credit Event or the Transaction or the other transactions contemplated by the DocumentsDocuments or otherwise referred to herein or therein.

Adverse Change, etc. (a) On or prior to the Initial Borrowing Bor rowing Date, nothing shall have occurred (and neither the Administrative Agent nor the Banks shall have become aware of any facts, no facts or conditions or other information not previously known) which the Administrative Agent, the Co-Agent or the Required Banks any Bank shall determine has, or could reasonably be expected to have have, a material adverse effect on the rights or remedies of the Administrative Agent, the Co-Agent or the Banks, or on the ability of any Credit Party the Borrower to perform its obligations to the Administrative Agent, the Co-Agent and the Banks or which has, or could reasonably be expected to have have, a Material Adverse Effectmaterially adverse effect on the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of the Borrower. (b) All On or prior to the Initial Borrowing Date, all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with any Credit Event and the Transaction, the other transactions contemplated by the Credit Documents and otherwise referred to herein or therein (excluding governmental approvals and/or consents not required to be obtained on or prior to the Initial Borrowing Date) shall have been obtained and remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, prevents, prevents or imposes materially adverse conditions upon, upon the consummation of any Credit Event and the Transaction or the other transactions contemplated by the Credit Documents or and otherwise referred to herein or therein. Additionally, 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 any Credit Event or the Transaction or making of the other transactions contemplated by the DocumentsLoans.

Adverse Change, etc. (a) On or prior to the Initial Borrowing Date, nothing shall have occurred (and neither none of the Lead Arranger, the Administrative Agent nor or the Banks Lenders shall have become aware of any facts, conditions or other information not previously known) which the Lead Arranger, the Administrative Agent or the Required Banks shall determine could Lenders believe would reasonably be expected to have a material adverse effect (i) on the rights or remedies of the Lead Arranger, the Administrative Agent or the BanksLenders, or on the ability of any Credit Party to perform its respective obligations to the Lead Arranger, the Administrative Agent and the Banks Lenders or which could reasonably be expected to have (ii) on the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a Material Adverse Effectwhole. (b) All On or prior to the Initial Borrowing Date, all necessary governmental (domestic and foreign) and third party approvals and/or consents (if any) in connection with any Credit Event the making of the Loans and the Transaction, the other transactions contemplated by the Credit Documents and otherwise referred to herein or therein (excluding governmental approvals and/or consents not required to be obtained on or prior to the Initial Borrowing Date) shall have been obtained and remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, prevents, prevents or imposes materially adverse conditions upon, upon the consummation making of any Credit Event the Loans and the Transaction or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. Additionally, 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 any Credit Event the making of the Loans or the Transaction or the other transactions contemplated by the Credit Documents.

Adverse Change, etc. (a) On or prior to the Initial Borrowing Effective Date, nothing shall have occurred (and neither the Administrative Agent nor none of the Banks shall have become aware of any facts, conditions or other information not previously known) which the Administrative Agent or the Required Banks shall determine believe could reasonably be expected to have a material adverse effect (i) on the rights or remedies of the Administrative Agent or the Banks, Banks or on the ability of any Credit Party to perform its respective obligations to the Administrative Agent and or the Banks or which could reasonably be expected to have (ii) on the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of the REIT, the Borrower, the REIT and its subsidiaries taken as a Material Adverse Effectwhole or the Borrower and its Subsidiaries taken as a whole. (b) All On or prior to the Effective Date, all necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with any Credit Event the making of the Loans and the Transaction, the other transactions contemplated by the Credit Documents and otherwise referred to herein or therein (excluding governmental approvals and/or consents not required to be obtained on or prior to the Initial Borrowing Date) shall have been obtained and remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, prevents, prevents or imposes materially adverse conditions upon, upon the consummation making of any Credit Event the Loans and the Transaction or the other transactions contemplated by the Documents or otherwise referred to herein or thereinCredit Documents. Additionally, 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 any Credit Event the making of the Loans or the Transaction or the other transactions contemplated by the Credit Documents.

Adverse Change, etc. (a) On or prior to the Initial Borrowing DateSince December 31, 1998, nothing shall have occurred (and neither the Administrative Agent nor the Banks Documentation Agent nor the Lenders shall have become aware of any facts, facts or conditions or other information not previously known) which the Administrative Agent, the Documentation Agent or the Required Banks Lenders shall reasonably determine (a) has had, or could reasonably be expected to have have, a material adverse effect on the rights or remedies of the Administrative Lenders, the Documentation Agent or the BanksAdministrative Agent, or on the ability of any Credit Party to perform its obligations to the Administrative Agent and the Banks them hereunder or which under any other Credit Document or (b) has had, or could reasonably be expected to have have, a Material Adverse Effectmaterial adverse effect on the entering into of the Credit Documents or on the business, operations, financial condition or prospects of Holdings and its Subsidiaries taken as a whole. (b) All On or prior to the Effective Date, all necessary governmental (domestic and foreign) and material third party approvals and/or consents in connection with any Credit Event and the Transaction, the other transactions contemplated by the Credit Documents and otherwise referred to herein or therein (excluding governmental approvals and/or consents not required to be obtained on or prior to the Initial Borrowing Date) 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, prevents or imposes materially adverse conditions upon, the consummation of any Credit Event and the Transaction or the other transactions contemplated by the Credit Documents or otherwise referred to herein or therein. Additionally, 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 any Credit Event upon, or materially delaying, or making economically unfeasible, the Transaction or consummation of the other transactions contemplated by the DocumentsCredit Documents or otherwise required to herein or therein.

Adverse Change, etc. (a) On or prior the Restatement Date, after giving effect to the Initial Borrowing DateAcquisition, nothing shall have occurred since December 31, 1996 (and neither the Administrative Agent nor the Banks shall have become aware of any no facts, conditions or other information not previously known) which the Administrative Agent or the Required Banks shall determine reasonably believe could reasonably be expected to have a material adverse effect on the rights or remedies of the Administrative Agent or the Banks, or on the ability of any Credit Party to perform its obligations to the Administrative Agent and the Banks or which the Agent reasonably believe could reasonably be expected to have a material adverse effect on the Acquisition or a Material Adverse Effect. (b) All On or prior to the Restatement Date, all necessary and material governmental (domestic and foreign) and third party approvals and/or consents in connection with any Credit Event the Acquisition and the Transaction, the other transactions contemplated by the Credit Documents and otherwise referred to herein or therein (excluding governmental approvals and/or consents not required to be obtained on or prior to the Initial Borrowing Date) shall have been obtained and remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, prevents, prevents or imposes materially adverse conditions upon, upon the consummation of any Credit Event the Acquisition and the Transaction or the other transactions contemplated by the Documents or otherwise referred to herein or thereinthis Agreement. Additionally, 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 any Credit Event the consummation of the Acquisition or the Transaction or the other transactions contemplated by the Documentsthis Agreement.

Adverse Change, etc. (ai) On or prior to the Initial Borrowing DateSince December 31, 2010, nothing shall have occurred (and neither the Administrative any Agent nor the Banks Lenders shall have become aware of any facts, facts or conditions or other information not previously known) which the Administrative any Agent or the Required Banks Lenders shall determine has had, or could reasonably be expected to have have, (i) a material adverse effect on (x) the rights or remedies of the Administrative Agent or the Banks, Lenders hereunder or on under the other Credit Documents or (y) the ability of any Credit Party to perform its obligations to the Administrative Agent and or the Banks Lenders hereunder or which could reasonably be expected to have under the other Credit Documents or (ii) a Material Adverse Effect. (bii) All On or prior to the Initial Borrowing Date, all necessary governmental (domestic and foreign) and material third party approvals and/or consents in connection with any Credit Event and the Transaction, the other transactions contemplated by the Credit Documents and otherwise referred to herein or therein (excluding governmental approvals and/or consents not required to be obtained on or prior to the Initial Borrowing Date) shall have been obtained and remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, prevents, or imposes materially adverse conditions upon, the consummation of any Credit Event and the Transaction or the other transactions contemplated by the Documents or otherwise referred to herein or therein. Additionally, 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 any Credit Event or the Transaction or consummation of the other transactions contemplated by the Credit Documents, the making of the Loans or issuance of any Letters of Credit. (iii) No consents or approvals shall be required to be obtained by Silgan from the holders of the Senior Notes in connection with the entering into of this Agreement or any of the other documents referred herein (including, without limitation, any of the Security Documents) and the incurrence of all Loans hereunder. The full amount of the Loans may be incurred under the Senior Notes Indenture. The Administrative Agent shall have received evidence (including appropriate legal opinions and a certificate of the chief financial officer or treasurer of Silgan) in form, scope and substance reasonably satisfactory to it that the matters set forth in this clause (iii) have been satisfied.