PURPOSE THAT ENTAILS A VIOLATION OF, OR THAT IS INCONSISTENT 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
The obligations of the Lenders to make Loans 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 2.07.
(B) LEGAL OPINIONS.
THE AGENT SHALL HAVE RECEIVED, ON BEHALF OF ITSELF AND THE
LENDERS 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 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.
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(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.
(D) CLOSING CERTIFICATES; CERTIFIED CERTIFICATE OF INCORPORATION; GOOD STANDING
CERTIFICATES.
THE AGENT SHALL HAVE RECEIVED (I) A CERTIFICATE OF EACH LOAN
PARTY, DATED THE CLOSING DATE AND