THE TRANSACTIONS CONTEMPLATED BY OR REFERRED TO HEREIN OR IN THE
INVESTMENT DOCUMENTS ARE SUBJECT; AND THE PURCHASER SHALL HAVE RECEIVED SUCH
CERTIFICATES OR OTHER EVIDENCE AS IT MAY REASONABLY REQUEST TO ESTABLISH
COMPLIANCE WITH THIS CONDITION.
3.05
OPINION OF COUNSEL.
THE PURCHASER SHALL HAVE
RECEIVED AN OPINION OF OUTSIDE COUNSEL TO THE COMPANY, DATED AS OF THE CLOSING
DATE, RELATING TO THE TRANSACTIONS CONTEMPLATED BY OR REFERRED TO HEREIN, IN
FORM AND SUBSTANCE ACCEPTABLE TO THE PURCHASER.
3.06
APPROVAL OF COUNSEL TO THE PURCHASER.
ALL ACTIONS
AND PROCEEDINGS HEREUNDER AND ALL AGREEMENTS, SCHEDULES, EXHIBITS, CERTIFICATES,
FINANCIAL INFORMATION, FILINGS AND OTHER DOCUMENTS REQUIRED TO BE DELIVERED BY
THE COMPANY HEREUNDER OR IN CONNECTION WITH THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY ON THE CLOSING DATE, AND ALL OTHER RELATED MATTERS, SHALL
HAVE BEEN IN FORM AND SUBSTANCE ACCEPTABLE TO GIBSON, DUNN & CRUTCHER
LLP,COUNSEL TO THE PURCHASER, IN ITS REASONABLE JUDGMENT (INCLUDING THE OPINION
OF COUNSEL REFERRED TO IN SECTION 3.05 HEREOF).
3.07
CONSENTS AND APPROVALS.
ALL MATERIAL CONSENTS,
EXEMPTIONS, AUTHORIZATIONS, OR OTHER ACTIONS BY, OR NOTICES TO, OR FILINGS WITH,
ALL GOVERNMENTAL AUTHORITIES AND OTHER PERSONS IN RESPECT OF ALL REQUIREMENTS OF
LAW AND WITH RESPECT TO THOSE MATERIAL CONTRACTUAL OBLIGATIONS OF THE GROUP
MEMBERS NECESSARY OR REQUIRED IN CONNECTION WITH THE EXECUTION, DELIVERY OR
PERFORMANCE (INCLUDING (I) THE PAYMENT OF INTEREST ON THE NOTE AND (II) THE
MAKING OF DISTRIBUTIONS TO THE COMPANY IN AMOUNTS NECESSARY TO PAY INTEREST ON
THE NOTE AS AND WHEN DUE) BY THE COMPANY OR ENFORCEMENT AGAINST THE COMPANY OF
THE INVESTMENT DOCUMENTS TO WHICH IT IS OR WILL BE A PARTY SHALL HAVE BEEN
OBTAINED AND BE IN FULL FORCE AND EFFECT, AND THE PURCHASER SHALL HAVE BEEN
FURNISHED WITH APPROPRIATE EVIDENCE THEREOF, AND ALL WAITING PERIODS SHALL HAVE
LAPSED WITHOUT EXTENSION OR THE IMPOSITION OF ANY CONDITIONS OR RESTRICTIONS,
PROVIDED THAT NO AMENDMENTS TO THE SENIOR LOAN DOCUMENTS (OR CONSENTS FROM THE
LENDERS THEREUNDER) ARE REQUIRED TO BE OBTAINED BY THE CLOSING DATE TO PERMIT
THE ACTIONS UNDER CLAUSE (II).
3.08
NO MATERIAL JUDGMENT OR ORDER.
THERE SHALL NOT BE
ON THE CLOSING DATE ANY JUDGMENT OR ORDER OF A COURT OF COMPETENT JURISDICTION
OR ANY RULING OF ANY GOVERNMENTAL AUTHORITY OR ANY CONDITION IMPOSED UNDER ANY
REQUIREMENT OF LAW WHICH, IN THE JUDGMENT OF THE PURCHASER, WOULD PROHIBIT THE
PURCHASE OF THE NOTE HEREUNDER OR SUBJECT THE PURCHASER TO ANY PENALTY OR OTHER
ONEROUS CONDITION UNDER OR PURSUANT TO ANY REQUIREMENT OF LAW IF THE NOTE WERE
TO BE PURCHASED HEREUNDER.
3.09
PRO FORMA BALANCE SHEET.
THE COMPANY SHALL HAVE
DELIVERED TO THE PURCHASER AS OF THE CLOSING DATE A CONSOLIDATED AND
CONSOLIDATING PRO FORMA BALANCE SHEET OF THE COMPANY AND ITS SUBSIDIARIES, DATED
AS OF SEPTEMBER 30, 2003 AND GIVING PRO FORMA EFFECT TO THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THE INVESTMENT DOCUMENTS, CERTIFIED BY THE CHIEF
EXECUTIVE OFFICER OF THE COMPANY THAT IT FAIRLY PRESENTS THE PRO FORMA
ADJUSTMENTS REFLECTING THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY