WITH, THE PROVISIONS OF REGULATION T, U OR X.
SECTION 3.19. TRANSACTION DOCUMENTS.
HOLDINGS AND THE BORROWER HAVE DELIVERED
TO THE AGENT A COMPLETE AND CORRECT COPY OF THE MERGER AGREEMENT (INCLUDING ALL
SCHEDULES, EXHIBITS, AMENDMENTS, SUPPLEMENTS AND MODIFICATIONS THERETO). NEITHER
HOLDINGS, THE BORROWER NOR ANY OTHER LOAN PARTY OR, TO THE KNOWLEDGE OF
HOLDINGS, THE BORROWER OR EACH LOAN PARTY, ANY OTHER PERSON PARTY THERETO IS IN
DEFAULT IN THE PERFORMANCE OR COMPLIANCE WITH ANY MATERIAL PROVISIONS THEREOF.
EXCEPT AS WOULD NOT REASONABLY BE EXPECTED, INDIVIDUALLY OR IN THE AGGREGATE, TO
HAVE A MATERIAL ADVERSE EFFECT, ALL REPRESENTATIONS AND WARRANTIES SET FORTH IN
THE MERGER AGREEMENT WERE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AT THE TIME
AS OF WHICH SUCH REPRESENTATIONS AND WARRANTIES WERE MADE (OR DEEMED MADE).
SECTION 3.20. SENIOR INDEBTEDNESS.
THE OBLIGATIONS CONSTITUTE "SENIOR
INDEBTEDNESS" AND "DESIGNATED SENIOR INDEBTEDNESS" UNDER AND AS DEFINED IN THE
SENIOR SUBORDINATED NOTE DOCUMENTS.
ARTICLE IV
Conditions
SECTION 4.01. CLOSING DATE.
THE OBLIGATIONS OF THE LENDERS TO MAKE LOANS AND OF
ANY ISSUING BANK TO ISSUE LETTERS OF CREDIT HEREUNDER SHALL NOT BECOME EFFECTIVE
UNTIL THE DATE ON WHICH EACH OF THE FOLLOWING CONDITIONS IS SATISFIED (OR WAIVED
IN ACCORDANCE WITH SECTION 9.02):
(A) CREDIT AGREEMENT AND LOAN DOCUMENTS.
THE AGENT (OR ITS COUNSEL) SHALL HAVE
RECEIVED (I) FROM EACH PARTY HERETO EITHER (A) A COUNTERPART OF THIS AGREEMENT
SIGNED ON BEHALF OF SUCH PARTY OR (B) WRITTEN EVIDENCE SATISFACTORY TO THE AGENT
(WHICH MAY INCLUDE FACSIMILE TRANSMISSION OF A SIGNED SIGNATURE PAGE OF THIS
AGREEMENT) THAT SUCH PARTY HAS SIGNED A COUNTERPART OF THIS AGREEMENT AND
(II) DULY EXECUTED COPIES OF THE LOAN DOCUMENTS AND SUCH OTHER CERTIFICATES,
DOCUMENTS, INSTRUMENTS AND AGREEMENTS AS THE AGENT SHALL REASONABLY REQUEST IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS, INCLUDING ANY PROMISSORY NOTES REQUESTED BY A LENDER PURSUANT TO
SECTION 2.10.
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(B) LEGAL OPINIONS.
THE AGENT SHALL HAVE RECEIVED, ON BEHALF OF ITSELF, THE
LENDERS AND EACH ISSUING BANK ON THE CLOSING DATE, A FAVORABLE WRITTEN OPINION
OF (I) CLEARY GOTTLIEB STEEN & HAMILTON LLP, SPECIAL COUNSEL FOR HOLDINGS AND
THE BORROWER, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE AGENT AND
(II) LOCAL OR OTHER COUNSEL REASONABLY SATISFACTORY TO THE AGENT AS SPECIFIED ON
SCHEDULE 4.01(B), IN EACH CASE (A) DATED THE CLOSING DATE, (B) ADDRESSED TO EACH
ISSUING BANK ON THE CLOSING DATE, THE AGENT AND THE LENDERS AND (C) IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE AGENT AND COVERING SUCH OTHER MATTERS
RELATING TO THE LOAN DOCUMENTS AND THE TRANSACTIONS AS THE AGENT SHALL
REASONABLY REQUEST.
(C) FINANCIAL STATEMENTS AND PROJECTIONS.
THE LENDERS SHALL HAVE RECEIVED
(I) THE FINANCIAL STATEMENTS AND OPINION REFERRED TO IN SECTION 3.04(A) AND (B)
AND (II)
PROJECTIONS IN CUSTOMARY FORM FOR THE BORROWER AND ITS SUBSIDIARIES ON
A PRO FORMA BASIS FOR COMPLETION OF THE TRANSACTIONS FOR THE FISCAL YEARS 2006
THROUGH 2010 AND FOR EACH OF THE TWELVE FISCAL MONTHS OF FISCAL 2006.
(D) CLOSING