Common use of No Adverse Change or Event Clause in Contracts

No Adverse Change or Event. (a) Since September 30, 2003, no change in the business, assets, Liabilities, financial condition, results of operations or business prospects of any Borrower or any Subsidiary of any Borrower has occurred, and no event has occurred or failed to occur, that has had or would reasonably be expected to have, either alone or in conjunction with all other such changes, events and failures, a Material Adverse Effect (it being understood that the items described on SCHEDULE B, PART 6.26 do not constitute an event or circumstance that had or would reasonably be expected to have, a Material Adverse Effect). Such an event may have occurred or failed to occur, at any particular time notwithstanding the fact that at such time no Default or Event of Default shall have occurred and be continuing. (b) Except as fully reflected in the financial statements described in Section 6.7 and the Indebtedness incurred under this Credit Agreement, the First Lien Credit Facility and the Second Lien Credit Facility, as of the Closing Date, (i) there were no liabilities or obligations (excluding current obligations incurred in the ordinary course of business) with respect to any Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in the aggregate, would reasonably be expected to have Material Adverse Effect and (ii) neither any Borrower nor any of its Subsidiaries knows of any basis for the assertion against it or any of its Subsidiaries of any such liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 6.7 and that, either individually or in the aggregate, is or would be reasonably be expected to have a Material Adverse Effect.

No Adverse Change or Event. (aA) Since September 30December 31, 20032005, no change in the business, assets, Liabilities, financial condition, results of operations or business prospects of any Borrower or any Subsidiary of any Borrower has occurred, and no event has occurred or failed to occur, that has had or would reasonably be expected to have, either alone or in conjunction with all other such changes, events and failures, a Material Adverse Effect (it being understood that the items described on SCHEDULE B, PART 6.26 do not constitute an event or circumstance that had or would reasonably be expected to have, a Material Adverse Effect). Such an event may have occurred or failed to occur, at any particular time notwithstanding the fact that at such time no Default or Event of Default shall have occurred and be continuing. (bB) Except as fully reflected in the financial statements Financial Statements described in Section SECTION 6.7 and the Indebtedness incurred under this Credit Agreement, the First Lien Credit Facility and the Second Lien Credit Facility, as of the Closing Date, (iI) there were no liabilities or obligations (excluding current obligations incurred in the ordinary course of business) with respect to any Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in the aggregate, would reasonably be expected to have Material Adverse Effect and (iiII) neither any Borrower nor any of its Subsidiaries knows of any basis for the assertion against it or any of its Subsidiaries of any such liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements Financial Statements delivered pursuant to Section SECTION 6.7 and that, either individually or in the aggregate, is or would be reasonably be expected to have a Material Adverse Effect.

No Adverse Change or Event. (a) Since September 30December 31, 20032006, no change in the business, assets, Liabilities, financial condition, results of operations or business prospects of any Borrower or any Subsidiary of any Borrower has occurred, and no event has occurred or failed to occur, that has had or would reasonably be expected to have, either alone or in conjunction with all other such changes, events and failures, a Material Adverse Effect (it being understood that the items described on SCHEDULE B, PART 6.26 do not constitute an event or circumstance that had or would reasonably be expected to have, a Material Adverse Effect). Such an event may have occurred or failed to occur, at any particular time notwithstanding the fact that at such time no Default or Event of Default shall have occurred and be continuing. (b) Except as fully reflected in the financial statements Financial Statements described in Section 6.7 6.6 and the Indebtedness incurred under this Credit Agreement, the First Lien Credit Facility Agreement and the Second Lien Credit FacilityPre-Petition Secured Debt, as of the Closing Date, (i) there were no liabilities or obligations (excluding current obligations incurred in the ordinary course of business) with respect to any Borrower or any Subsidiary of its Subsidiaries any Borrower of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in the aggregate, would reasonably be expected to have Material Adverse Effect and (ii) neither any Borrower nor any Subsidiary of its Subsidiaries any Borrower knows of any basis for the assertion against it or any of its Subsidiaries of any such liability or obligation of any nature whatsoever that both (A) is not fully disclosed in the financial statements Financial Statements delivered pursuant to Section 6.7 6.6 and that, (B) either individually or in the aggregate, is or would be reasonably be expected to have a Material Adverse Effect.