SIGNIFICANT UNCERTAINTIES AND CONTINGENCIES, WHICH MAY BE BEYOND THE CONTROL OF
THE BORROWER, (B) NO ASSURANCE IS GIVEN BY THE BORROWER THAT THE RESULTS OR
FORECAST IN ANY SUCH PROJECTIONS WILL BE REALIZED AND (C) THE ACTUAL RESULTS MAY
DIFFER FROM THE FORECAST RESULTS SET FORTH IN SUCH PROJECTIONS AND SUCH
DIFFERENCES MAY BE MATERIAL;
(XV)
EVIDENCE THAT ALL INSURANCE REQUIRED TO BE MAINTAINED PURSUANT TO
THE LOAN DOCUMENTS HAS BEEN OBTAINED AND IS IN EFFECT AND NAMES THE COLLATERAL
AGENT AS ADDITIONAL INSURED AND LOSS PAYEE, INCLUDING AN INSURANCE BROKER'S
LETTER TO SUCH EFFECT REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT;
(XVI)
CERTIFIED COPIES OF THE RELATED DOCUMENTS, DULY EXECUTED BY THE
PARTIES THERETO AND IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
LENDERS, TOGETHER WITH ALL AGREEMENTS, INSTRUMENTS AND OTHER DOCUMENTS DELIVERED
IN CONNECTION THEREWITH AS THE ADMINISTRATIVE AGENT SHALL REQUEST;
(XVII)
EVIDENCE THAT THE EQUITY CONTRIBUTION, ON TERMS AND CONDITIONS
REASONABLY ACCEPTABLE IN ALL MATERIAL RESPECTS TO THE ADMINISTRATIVE AGENT, WAS
MADE TO HOLDINGS AND, IN TURN, TO THE BORROWER;
(XVIII)
EVIDENCE THAT ALL EXISTING INDEBTEDNESS, OTHER THAN SURVIVING
INDEBTEDNESS, HAS BEEN PREPAID, REDEEMED OR DEFEASED IN FULL OR OTHERWISE
SATISFIED AND EXTINGUISHED FROM CASH ON HAND OF THE BORROWER AND ALL COMMITMENTS
RELATING THERETO TERMINATED AND THAT ALL SURVIVING INDEBTEDNESS SHALL BE ON
TERMS AND CONDITIONS REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT;
(XIX)
CONFIRMATION REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT
THAT THE MERGER HAS BEEN CONSUMMATED OR WILL BE CONSUMMATED ON THE CLOSING DATE;
AND
60
(XX)
AN ASSUMPTION AGREEMENT, DULY EXECUTED BY THE COMPANY.
(B)
TO THE EXTENT INVOICED TO THE BORROWER OR THE SPONSOR, THE
BORROWER SHALL HAVE PAID ALL ACCRUED FEES AND EXPENSES OF THE AGENTS, THE
ARRANGER AND THE INITIAL LENDERS (INCLUDING THE FEES, DISBURSEMENTS AND OTHER
CHARGES OF SHEARMAN & STERLING LLP) ON OR BEFORE THE CLOSING DATE.
(C)
THE CLOSING DATE SHALL HAVE OCCURRED ON OR BEFORE FEBRUARY 24,
2007.
(D)
ALL GOVERNMENTAL AUTHORIZATIONS AND ALL THIRD PARTY CONSENTS AND
APPROVALS NECESSARY IN CONNECTION WITH THE TRANSACTION AND THE OTHER
TRANSACTIONS CONTEMPLATED THEREBY SHALL HAVE BEEN OBTAINED (WITHOUT THE
IMPOSITION OF ANY CONDITIONS THAT ARE NOT REASONABLY ACCEPTABLE TO THE LENDERS)
AND SHALL REMAIN IN EFFECT; ALL APPLICABLE WAITING PERIODS IN CONNECTION WITH
THE TRANSACTION (OTHER THAN A PERIOD NOT TO EXCEED 20 BUSINESS DAYS DURING WHICH
THE DEBT TENDER OFFER MUST REMAIN OPEN) SHALL HAVE EXPIRED WITHOUT ANY ACTION
BEING TAKEN BY ANY GOVERNMENTAL AUTHORITY, AND NO LAW SHALL BE APPLICABLE IN THE
REASONABLE JUDGMENT OF THE LENDERS, IN EACH CASE THAT RESTRAINS, PREVENTS OR
IMPOSES MATERIALLY ADVERSE CONDITIONS UPON THE TRANSACTION OR THE OTHER
TRANSACTIONS CONTEMPLATED THEREBY OR THE RIGHTS OF THE LOAN PARTIES OR THEIR
SUBSIDIARIES FREELY TO TRANSFER OR OTHERWISE DISPOSE OF, OR TO CREATE ANY LIEN
ON, ANY PROPERTIES NOW OWNED OR HEREAFTER ACQUIRED BY ANY OF THEM.
(E)
THE MERGER AND THE OTHER TRANSACTIONS (OTHER THAN ANY DEBT TENDER
OFFER OR THE COC PUT OFFER) SHALL HAVE BEEN CONSUMMATED (I) IN ACCORDANCE WITH
THE