ANY OF THE NOTES IN ANY JURISDICTION SHALL HAVE BEEN
ISSUED AND NO PROCEEDING FOR THAT PURPOSE SHALL HAVE BEEN COMMENCED OR BE
PENDING OR CONTEMPLATED AS OF THE CLOSING DATE.
(IV)
EXECUTION AND DELIVERY OF NOTE DOCUMENTS.
THE
NOTE DOCUMENTS SHALL HAVE BEEN EXECUTED AND DELIVERED BY ALL PARTIES THERETO
(OTHER THAN THE ISSUERS, PARENT AND THE GUARANTORS (IF ANY)), AND THE ISSUERS
SHALL HAVE RECEIVED A FULLY EXECUTED ORIGINAL OF EACH NOTE DOCUMENT.
ON OR
PRIOR TO THE CLOSING DATE, THE INITIAL PURCHASER AND EACH OTHER PARTY TO THE
NOTE DOCUMENTS (OTHER THAN THE ISSUERS, PARENT AND THE GUARANTORS (IF ANY))
SHALL HAVE PERFORMED OR COMPLIED IN ALL MATERIAL RESPECTS WITH ALL OF THE
AGREEMENTS AND SATISFIED IN ALL MATERIAL RESPECTS ALL CONDITIONS ON THEIR
RESPECTIVE PARTS TO BE PERFORMED, COMPLIED WITH OR SATISFIED PURSUANT TO THE
NOTE DOCUMENTS.
(V)
EXECUTION AND DELIVERY OF OTHER OPERATIVE
DOCUMENTS AND CONSUMMATION OF OTHER OPERATIVE TRANSACTIONS. EACH OF PARENT AND
THE ISSUERS HAS BEEN (A) DESIGNATED AS AN "UNRESTRICTED SUBSIDIARY" UNDER THE
PENINSULA INDENTURE, AND (B) RELEASED FROM ANY AND ALL OBLIGATIONS UNDER, AND
HAS RECEIVED ANY AND ALL WAIVERS FOR THE TRANSACTIONS REQUIRED UNDER, THE
EXISTING CREDIT AGREEMENT AND ANY AND ALL OTHER AGREEMENTS AND DOCUMENTS RELATED
OR
28
ANCILLARY THERETO.
(VI)
ACCREDITED INVESTOR LETTER.
THE INITIAL
PURCHASER SHALL HAVE DELIVERED TO THE ISSUERS A LETTER, DATED AS OF THE CLOSING
DATE, LISTING AS OF SUCH DATE ANY AND ALL ACCREDITED INVESTORS TO WHOM THE
INITIAL PURCHASER WILL MAKE EXEMPT RESALES OF THE NOTES AND THE AGGREGATE
PRINCIPAL AMOUNT OF NOTES TO BE SOLD BY THE INITIAL PURCHASER TO EACH SUCH
ACCREDITED INVESTOR IN SUCH EXEMPT RESALES.
10.
TERMINATION.
THIS AGREEMENT SHALL BECOME
EFFECTIVE UPON THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE PARTIES
HERETO.
THE INITIAL PURCHASER MAY TERMINATE THIS AGREEMENT AT ANY TIME PRIOR TO
THE CLOSING DATE BY WRITTEN NOTICE TO THE ISSUERS IF ANY OF THE FOLLOWING HAS
OCCURRED:
(A)
MATERIAL ADVERSE EFFECT.
SINCE THE DATE AS
OF WHICH INFORMATION IS GIVEN IN THE OFFERING CIRCULAR, ANY MATERIAL ADVERSE
EFFECT OR ANY MATERIAL ADVERSE CHANGE THAT COULD, IN THE INITIAL PURCHASER'S
JUDGMENT, BE REASONABLY EXPECTED TO (I) MAKE IT IMPRACTICABLE OR INADVISABLE TO
PROCEED WITH THE OFFERING OR DELIVERY OF THE NOTES, INCLUDING THE EXEMPT
RESALES, ON THE TERMS AND IN THE MANNER CONTEMPLATED IN THE OFFERING CIRCULAR OR
(II) MATERIALLY IMPAIR THE INVESTMENT QUALITY OF THE NOTES.
(B)
FAILURE TO SATISFY CONDITIONS.
THE FAILURE
OF ANY OF THE ISSUERS TO SATISFY THE CONDITIONS CONTAINED IN SECTION 9(A) ON OR
PRIOR TO THE CLOSING DATE.
(C)
OUTBREAK OF HOSTILITIES.
ANY OUTBREAK OR
ESCALATION OF HOSTILITIES, ANY DECLARATION OF WAR BY THE UNITED STATES, ANY
OTHER CALAMITY, EMERGENCY OR CRISIS, ANY MATERIAL ADVERSE CHANGE IN ECONOMIC
CONDITIONS IN OR THE FINANCIAL MARKETS OF THE UNITED STATES OR ELSEWHERE OR ANY
CHANGE OR DEVELOPMENT INVOLVING A PROSPECTIVE CHANGE IN NATIONAL OR
INTERNATIONAL POLITICAL, FINANCIAL OR ECONOMIC CONDITIONS, IN EACH CASE THE
EFFECT OF WHICH COULD MAKE