and (x) the performance by the Issuers of their other obligations under this
Agreement to the extent not provided for above.
7. Conditions of Initial Purchasers' Obligations. The obligations
of the Initial Purchasers hereunder are subject to the accuracy, when made and
again on the Closing Date (as if made again on and as of such date), of the
representations and warranties of the Issuers contained herein, to the
performance by the Issuers of their obligations hereunder and to each of the
following additional terms and conditions:
(a) The consummation of the Senior Subordinated Note Offering (as
defined in the Offering Memorandum) shall have occurred.
(b) The Offering Memorandum shall have been printed and copies made
available to you not later than 6:00 p.m., New York City time, on the day
following the date of this Agreement, or at such later date and time as you may
approve in writing.
(c) The Initial Purchasers shall not have discovered and disclosed to
the Issuers on or prior to such Closing Date that the Offering Memorandum or the
most recent amendment or supplement thereto contains an untrue statement of a
fact which, in the opinion of Simpson Thacher & Bartlett, counsel for the
Initial Purchasers, is material or omits to state a fact which, in the opinion
of such counsel, is material and is necessary to make the statements, in light
of the circumstances under which they were made, not misleading.
(d) All corporate proceedings and other legal matters incident to the
authorization, form and validity of this Agreement, the other Operative
Documents, the Offering Memorandum and all other legal matters relating to this
Agreement and the transactions contemplated hereby shall be reasonably
satisfactory in all material respects to counsel for the Initial Purchasers, and
the Issuers shall have furnished to such counsel all documents and information
that they may reasonably request to enable them to pass upon such matters.
(e) Kirkland & Ellis shall have furnished to the Initial Purchasers,
its written opinion, as counsel to the Issuers, addressed to the Initial
Purchasers and dated as of the Closing Date, in form and substance reasonably
satisfactory to the Initial Purchasers and its counsel, to the effect that:
(i) Each of the Issuers is a limited liability company or
corporation, as the case may be, duly formed or incorporated, as the case may
be. Each of the Issuers is validly existing and in good standing under the laws
of the state of its formation or incorporation, as the case may be.
(ii) Each of the Issuers has all requisite limited liability
company or corporate, as the case may be, power to own and lease its respective
properties and to conduct its respective business as described in the Offering
Memorandum. Each of the Issuers has all requisite limited liability company or
corporate, as the case may be, power and authority to execute, deliver and
perform their respective