APPLICABLE, OR
EVENT SHALL HAVE OCCURRED, THAT SEEKS TO ENJOIN, RESTRAIN, RESTRICT, SET ASIDE
OR PROHIBIT, OR IMPOSE MATERIALLY ADVERSE CONDITIONS UPON, THE ISSUANCE OF THE
NOTES.
(E)
NO MATERIAL JUDGMENT OR ORDER.
THERE SHALL NOT BE IN EFFECT ON
THE INITIAL CLOSING DATE ANY JUDGMENT, INJUNCTION OR ORDER OF A COURT OF
COMPETENT JURISDICTION OR ANY RULING OF ANY GOVERNMENTAL ENTITY OR ANY CONDITION
IMPOSED UNDER ANY REQUIREMENT OF LAW WHICH, IN THE JUDGMENT OF THE PURCHASER,
WOULD PROHIBIT THE PURCHASE OF THE NOTES HEREUNDER OR SUBJECT THE PURCHASER TO
ANY PENALTY UNDER OR PURSUANT TO ANY REQUIREMENT OF LAW IF THE NOTES WERE TO BE
PURCHASED HEREUNDER.
(F)
MATERIAL ADVERSE CHANGE.
THERE SHALL NOT HAVE OCCURRED AT ANY
TIME SINCE JANUARY 31, 2007, ANY MATERIAL ADVERSE CHANGE.
(G)
NO LITIGATION.
NO ACTION, SUIT, PROCEEDING OR INVESTIGATION SHALL
HAVE BEEN INSTITUTED OR THREATENED BEFORE, AND NO ORDER, INJUNCTION OR DECREE
SHALL HAVE BEEN ENTERED BY, ANY GOVERNMENTAL ENTITY, IN EACH CASE SEEKING TO
ENJOIN, RESTRAIN, RESTRICT, SET ASIDE OR PROHIBIT, TO IMPOSE MATERIAL CONDITIONS
UPON, OR TO OBTAIN SUBSTANTIAL DAMAGES IN RESPECT OF, THE ISSUANCE OF THE NOTES.
(H)
NOTES.
THE NOTES BEING PURCHASED AT THE INITIAL CLOSING SHALL
HAVE BEEN DULY EXECUTED AND DELIVERED BY THE COMPANY.
(I)
COLLATERAL DOCUMENTS.
THE COLLATERAL DOCUMENTS, SUBSTANTIALLY IN
THE FORM ATTACHED HERETO AS EXHIBIT 3.1(I), SHALL HAVE BEEN DULY EXECUTED AND
DELIVERED BY ALL OF THE PARTIES THERETO.
SECTION 3.2
CONDITIONS TO EACH ADDITIONAL CLOSING.
THE OBLIGATION OF
THE PURCHASER TO PURCHASE ADDITIONAL NOTES, TO PAY THE PURCHASE PRICES THEREFOR
AT EACH ADDITIONAL CLOSING AND TO PERFORM ANY OBLIGATIONS HEREUNDER WITH RESPECT
TO SUCH PURCHASE SHALL BE SUBJECT TO THE SATISFACTION OF THE FOLLOWING
CONDITIONS ON OR BEFORE THE RELEVANT ADDITIONAL CLOSING DATE, AS DETERMINED BY,
OR WAIVED BY, THE PURCHASER; PROVIDED, HOWEVER, THAT ANY WAIVER OF A CONDITION
SHALL NOT BE DEEMED A WAIVER OF ANY BREACH OF ANY REPRESENTATION, WARRANTY,
AGREEMENT, TERM OR COVENANT OR OF ANY MISREPRESENTATION BY THE COMPANY.
8
(A)
REPRESENTATIONS AND WARRANTIES; NO DEFAULT.
THE REPRESENTATIONS
AND WARRANTIES OF THE COMPANY CONTAINED IN ARTICLE IV SHALL BE TRUE, IN ALL
MATERIAL RESPECTS (WITHOUT GIVING EFFECT TO ANY LIMITATION AS TO "MATERIALITY"
OR "MATERIAL ADVERSE EFFECT" SET FORTH THEREIN), AT AND AS OF SUCH ADDITIONAL
CLOSING DATE.
THERE SHALL EXIST NO DEFAULT OR EVENT OF DEFAULT AT THE TIME OF
THE ISSUANCE OF THE NOTES.
(B)
PURCHASE OF NOTES PERMITTED BY APPLICABLE LAWS.
THE ACQUISITION
OF AND PAYMENT FOR THE NOTES (A) SHALL NOT BE PROHIBITED BY ANY REQUIREMENT OF
LAW, (B) SHALL NOT SUBJECT THE PURCHASER TO ANY PENALTY UNDER OR PURSUANT TO ANY
REQUIREMENT OF LAW, AND (C) SHALL BE PERMITTED BY ALL LAWS TO WHICH THE
PURCHASER IS SUBJECT.
(C)
CONSENTS AND APPROVALS.
ALL GOVERNMENTAL AND THIRD-PARTY CONSENTS
AND APPROVALS NECESSARY IN CONNECTION WITH THE OFFER, SALE AND ISSUANCE OF THE
NOTES SHALL HAVE BEEN OBTAINED AND REMAIN IN FULL FORCE AND EFFECT AND SHALL BE
SATISFACTORY TO THE PURCHASER; AND NO