Common use of Consummation of Transaction Clause in Contracts

Consummation of Transaction. The Transaction shall have been consummated in accordance in all material respects with the terms of the Merger Agreement and in compliance in all material respects with applicable law and regulatory approvals; all material conditions precedent to the obligations of the buyer under the Merger Agreement shall have been satisfied; and (i) the Equity Investors shall have contributed (directly or indirectly) at least $150 million to the Parent (of which, at least $125 million shall have been contributed by the Sponsor) and that immediately thereafter the Parent shall have contributed such amount, net of reasonable expenses payable to third parties, in the Borrower in exchange for common Capital Stock of the Borrower, (ii) existing shareholders of the Acquired Company shall have rolled over not less than $48 million of common Capital Stock and option value of the Acquired Company into common Capital Stock of the Parent and deferred compensation arrangements of the Parent on terms and conditions reasonably acceptable to the Agent, (iii) the Borrower shall have received gross proceeds of at least $200 million from the issuance by the Borrower of the Subordinated Notes on terms that are reasonably satisfactory to the Agent and (iv) after giving effect to the Transaction, including the application on the Closing Date of the proceeds of the related financings and equity contributions, the Consolidated Parties shall have no Indebtedness except for Indebtedness permitted under Section 8.1. The Merger Agreement shall not have been altered, amended or otherwise changed or supplemented in any material respect or any material condition therein waived, without the prior written consent of the Agent. The Agent shall have received (i) a copy, certified by an Executive Officer of the Borrower as true and complete, of the Merger Agreement as originally executed and delivered, together with all exhibits and schedules and (ii) a copy, certified by an Executive Officer of the Parent as true and complete, of the Subordinated Debt Indenture as originally executed and delivered, together with all exhibits and schedules thereto.

Consummation of Transaction. The Transaction shall have been consummated in accordance in all material respects with the terms of the Merger Agreement and in compliance in all material respects with applicable law and regulatory approvals; , all material conditions precedent to the obligations of the buyer under the Merger Agreement shall have been satisfied; , and the Administrative Agent shall be satisfied that (i) the Equity Investors Parent shall have contributed (directly or indirectly) at least received approximately $150 100 million to the Parent (of which, at least $125 million shall have been contributed by the Sponsor) and that immediately thereafter the Parent shall have contributed such amount, net of reasonable expenses payable to third parties, in to the Borrower in exchange for common Capital Stock of the Borrower, (ii) existing shareholders of the Acquired Company shall have rolled over not less than $48 million of common Capital Stock and option value of the Acquired Company into common Capital Stock of the Parent and deferred compensation arrangements of the Parent on terms and conditions reasonably acceptable to the Agent, (iii) the Borrower shall have received gross proceeds of at least $200 million from the issuance by the Borrower of the Subordinated Notes on Notes, (iii) the tender offer to repurchase the Acquired Company's outstanding 9-5/8% senior subordinated notes due 2008 shall have been consummated in accordance with the terms of that are reasonably satisfactory certain Offer to Purchase and Consent Solicitation Statement dated August 15, 2001 and the Agent documents related thereto and (iv) after giving effect to the Transaction, including the application on the Closing Date of the proceeds of the related financings and equity contributions, (A) the contribution described in clause (i) above shall constitute at least 22% of the total capitalization of the Borrower, (B) the Consolidated Parties shall have no Indebtedness except for Indebtedness permitted under Section 8.1, and (C) the aggregate outstanding principal amount of all Funded Indebtedness of the Consolidated Parties (other than Indebtedness arising under this Credit Agreement and the Subordinated Notes) shall not exceed $12 million. The Merger Agreement shall not have been altered, amended or otherwise changed or supplemented or any condition therein waived in any material respect or any material condition therein waived, such case in a manner adverse to the Lenders without the prior written consent of the Administrative Agent. The Administrative Agent shall have received (i) a copy, certified by an Executive Officer of the Borrower as true and complete, of the Merger Agreement as originally executed and delivered, together with all exhibits and schedules and (ii) a copy, certified by an Executive Officer of the Parent Borrower as true and complete, of the Subordinated Debt Indenture Note Purchase Agreement as originally executed and delivered, together with all exhibits and schedules thereto.

Consummation of Transaction. The Transaction shall have been consummated in accordance in all material respects with the terms of the Merger Unit Purchase Agreement and in compliance in all material respects with applicable law and regulatory approvals; all material conditions precedent to the obligations of the buyer Buyer under the Merger Unit Purchase Agreement shall have been satisfiedsatisfied in all material respects; and (i) the Equity Investors shall have invested at least $175,000,000 in cash (of which at least $150,000,000 shall be from the Sponsor) in Holdings LLC pursuant to the Unit Purchase Agreement and such amount shall have been contributed (directly or indirectly) at least $150 million to the Parent Borrower; (ii) the common and preferred units of which, at least $125 million Holdings LLC issued pursuant to the Transaction shall have been contributed by not contain mandatory redemption provisions or require the Sponsor) and that immediately thereafter payment of dividends prior to the Parent shall have contributed such amount, net day which is 91 days after the final scheduled maturity date of reasonable expenses payable to third partiesthe Credit Facilities except in kind or, in the Borrower case of such preferred units, upon the occurrence of a change in exchange for common control; (iii) the Capital Stock of the Borrower, Borrower shall consist of a single class of common stock; (iiiv) existing shareholders of the Acquired Company 11 7/8% Senior Subordinated Indenture shall have rolled over not less than $48 million of common Capital Stock and option value of the Acquired Company into common Capital Stock of the Parent and deferred compensation arrangements of the Parent on terms and conditions reasonably acceptable been amended pursuant to the AgentConsent Solicitation in order to permit the Transaction, (iii) the Borrower shall have received gross proceeds of at least $200 million from Credit Facilities and the issuance by the Borrower of the Subordinated Notes on terms that are reasonably satisfactory to the Agent other Credit Documents; and (ivv) after giving effect to the Transaction, including the application on the Closing Date of the proceeds of the related financings and equity contributions, the Consolidated Parties shall have no Indebtedness or Qualified Preferred Stock except for Indebtedness permitted under Section 8.1. The Merger Administrative Agent shall have received a copy, certified by an Executive Officer of the Borrower as true and complete, of each of the Unit Purchase Agreement and each Purchase Related Agreement, each as originally executed and delivered, together with all exhibits and schedules, none of which shall not have been altered, amended or otherwise changed or supplemented in any material respect or any material condition therein waived, without the prior written consent of the Administrative Agent. The Administrative Agent shall have received (i) a copy, certified by an Executive Officer of the Borrower as true and complete, of the Merger Agreement as originally executed 11 7/8% Senior Subordinated Indenture, the 12 1/4% Senior Subordinated Indenture and deliveredthe GLK Note, together with all exhibits and schedules and (ii) a copy, certified by an Executive Officer of the Parent as true and complete, of the Subordinated Debt Indenture each as originally executed and delivered, together with all exhibits and schedules thereto.

Consummation of Transaction. The (i) All conditions to the Transaction shall have been consummated satisfied pursuant to documentation reasonably satisfactory to JPMSI and Administrative Agent or the fulfillment of such conditions shall have been waived with the consent of JPMSI and Administrative Agent (such consent not to be unreasonably withheld); (ii) On or before the Restatement Effective Date, Borrower shall have issued and sold for Cash not less than $403,000,000 in aggregate principal amount of New Senior Subordinated Notes providing net Cash proceeds to Borrower of not less than $300,000,000 (the "New Senior Subordinated Notes Issuance"), and Holdings shall have provided evidence reasonably satisfactory to JPMSI and Administrative Agent that the proceeds from the issuance of the New Senior Subordinated Notes shall have been irrevocably committed, prior to the application of the proceeds of the Term Loans and the Revolving Loans, to the payment of a portion of the aggregate of all amounts necessary to finance the Transaction; (iii) On or prior to the Restatement Effective Date, Borrower shall have commenced a tender offer/consent solicitation with respect to the outstanding Existing Senior Subordinated Notes (the "Existing Senior Subordinated Notes Tender Offer/Consent Solicitation"), pursuant to which (i) Borrower shall offer, subject to the terms and conditions contained in the Existing Senior Subordinated Notes Tender Offer/Consent Solicitation, to purchase all of the outstanding Existing Senior Subordinated Notes plus accrued and unpaid interest thereon and (ii) consents shall be solicited to a proposed amendment (the "Existing Senior Subordinated Note Indenture Amendment") to the Existing Senior Subordinated Note Indenture, on terms and conditions satisfactory to Administrative Agent, which amendment shall provide for the substantial elimination of the covenants contained in the Existing Senior Subordinated Note Indenture (including, without limitation, limitations on restricted payments, dividends, transactions with affiliates, indebtedness and guarantees by subsidiaries). All terms and conditions of the Existing Senior Subordinated Notes Tender Offer/Consent Solicitation shall be reasonably satisfactory to Administrative Agent (it being understood and agreed that the "Offer to Purchase and Consent Solicitation Statement", dated May 28, 2003, distributed to the holders of the Existing Senior Subordinated Notes and the Administrative Agent prior to the Restatement Effective Date is satisfactory to Administrative Agent), and the period for tendering Existing Senior Subordinated Notes pursuant thereto shall terminate on or prior to the Restatement Effective Date. On or prior to the Restatement Effective Date, (x) holders (the "Existing Senior Subordinated Noteholders") of a majority of the outstanding Existing Senior Subordinated Notes shall have provided their "Consent" pursuant to, and in accordance with the requirements of, the Existing Senior Subordinated Notes Tender Offer/Consent Solicitation, (y) Borrower and the trustee under the Existing Senior Subordinated Note Indenture shall have duly executed and delivered the Existing Senior Subordinated Note Indenture Amendment and same shall have become effective in all material respects accordance with its terms and the terms of the Merger Agreement and in compliance in all material respects with applicable law and regulatory approvals; all material conditions precedent to the obligations of the buyer under the Merger Agreement shall have been satisfied; Existing Senior Subordinated Note Indenture and (iz) the Equity Investors shall have contributed (directly or indirectly) at least $150 million to the Parent (of which, at least $125 million shall have been contributed by the Sponsor) and that immediately thereafter the Parent shall have contributed such amount, net of reasonable expenses payable to third parties, in the Borrower in exchange for common Capital Stock of the Borrower, (ii) existing shareholders of the Acquired Company shall have rolled over not less than $48 million of common Capital Stock and option value of the Acquired Company into common Capital Stock of the Parent and deferred compensation arrangements of the Parent on terms and conditions reasonably acceptable to the Agent, (iii) the Borrower shall have received gross proceeds of at least $200 million from purchased the issuance by Existing Senior Subordinated Notes validly tendered, and not theretofore withdrawn, pursuant to the Borrower Existing Senior Subordinated Notes Tender Offer/Consent Solicitation (with the taking of the actions specified in preceding clauses (y) and (z) on or prior to the Restatement Effective Date being herein called the "Existing Senior Subordinated Notes Tender Offer/Consent Solicitation Consummation"); (iv) On the Restatement Effective Date, the Preferred Stock Redemption shall be consummated on terms that are reasonably satisfactory to the Agents and the aggregate Cash consideration paid to the holders of Holdings Preferred Stock pursuant to the Preferred Stock Redemption shall not exceed approximately $200,600,000; (v) On the Restatement Effective Date, the Common Stock Dividend shall be consummated on terms satisfactory to the Agent and the aggregate Cash consideration paid pursuant thereto shall not exceed approximately $200,500,000; and (ivvi) JPMSI and Administrative Agent shall have received an Officers' Certificate of Holdings to the effect set forth in clause (i) through and including clause (v) above and further stating that Holdings and Borrower will proceed to consummate the Refinancing, Common Stock Dividend and Preferred Stock Redemption immediately upon the making of the initial Term Loans and Revolving Loans and that, after giving effect to the Transaction, including the application on the Closing Date of the proceeds of the related financings Holdings and equity contributions, the Consolidated Parties its Subsidiaries shall have no Indebtedness except for outstanding to any Persons other than (w) Indebtedness permitted under Section 8.1. The Merger Agreement shall not have been alteredthe Loan Documents, amended or otherwise changed or supplemented in any material respect or any material condition therein waived(x) the Senior Subordinated Notes, without (y) Indebtedness among the prior written consent of the Agent. The Agent shall have received (i) a copy, certified by an Executive Officer of the Borrower as true and complete, of the Merger Agreement as originally executed and delivered, together with all exhibits and schedules U.S. Loan Parties and (iiz) a copy, certified by an Executive Officer of the Parent as true and complete, of the Subordinated Debt Indenture as originally executed and delivered, together with all exhibits and schedules theretoIndebtedness set forth on Schedule 7.1(vii) annexed hereto.

Consummation of Transaction. The Transaction (a) On or prior to the Fifth Restatement Effective Date, (i) the Borrower shall have received cash proceeds of at least $1,550,000,000 (calculated before original issue discount, underwriting discounts and commissions) from the issuance by it of a like principal amount of 2007 New Senior Notes, (ii) the issuance of the 2007 New Senior Notes shall have been consummated in accordance in all material respects with the terms and conditions of the Merger Agreement 2007 New Senior Notes Documents and in compliance in all material respects with applicable law and regulatory approvals; all material conditions precedent to the obligations of the buyer under the Merger Agreement shall have been satisfied; and (i) the Equity Investors shall have contributed (directly or indirectly) at least $150 million to the Parent (of which, at least $125 million shall have been contributed by the Sponsor) and that immediately thereafter the Parent shall have contributed such amount, net of reasonable expenses payable to third parties, in the Borrower in exchange for common Capital Stock of the Borrower, (ii) existing shareholders of the Acquired Company shall have rolled over not less than $48 million of common Capital Stock and option value of the Acquired Company into common Capital Stock of the Parent and deferred compensation arrangements of the Parent on terms and conditions reasonably acceptable to the Agent, (iii) the Borrower shall have applied (x) all cash proceeds received gross proceeds in accordance with clause (i) above and (y) cash on hand in an aggregate amount of at least $200 million from 10,186,493.49 to the issuance repayment in full of Term Loans (as defined in the Fourth Amended and Restated Credit Agreement). (b) On the Fifth Restatement Effective Date, (i) the Administrative Agent shall have received true and correct copies of all 2007 New Senior Notes Documents, in each case certified as such by an Authorized Officer of the Borrower and (ii) all such Documents shall be in full force and effect. (c) On the Fifth Restatement Effective Date, (i) no litigation shall be pending or threatened in writing with respect to this Agreement, any other Credit Documents or the Transaction and (ii) except as disclosed in public filings of the Subordinated Notes on terms that are Borrower, since December 31, 2006, no litigation shall be pending or threatened in writing which has had, or could reasonably satisfactory be expected to have, a Material Adverse Effect. (d) On the Agent and (iv) Fifth Restatement Effective Date, after giving effect to the consummation of the Transaction, including the application on the Closing Date of the proceeds of the related financings Borrower and equity contributions, the Consolidated Parties its Subsidiaries shall have no Indebtedness outstanding preferred equity or Indebtedness, except for Indebtedness permitted under Section 8.1. The Merger Agreement shall not have been altered, amended or otherwise changed or supplemented in any material respect or any material condition therein waived, without the prior written consent of the Agent. The Agent shall have received (i) a copythe 2007 New Senior Notes, certified by an Executive Officer (ii) the Existing Senior Notes, (iii) the Initial New Senior Notes, (iv) Indebtedness under the Credit Documents, (v) Preferred Equity Interests of the Borrower as true and completeowned by RJRTH, of the Merger Agreement as originally executed and delivered, together with all exhibits and schedules and (iivi) a copy, certified by an Executive Officer of the Parent as true and complete, of the Subordinated Debt Indenture as originally executed and delivered, together with all exhibits and schedules theretoother Existing Debt.

Consummation of Transaction. The Transaction (a) On the Fourth Restatement Effective Date (and concurrently with the initial incurrence of Loans hereunder), (i) all material conditions precedent to the consummation of the Acquisition as set forth in the Acquisition Agreement shall have been satisfied, and not waived, except with the consent of each Agent and (ii) the Acquisition shall have been consummated in accordance in all material respects with the terms and conditions of the Merger Acquisition Agreement and in compliance in all material respects applicable law. (b) On the Fourth Restatement Effective Date (and prior to or concurrently with applicable law and regulatory approvals; all material conditions precedent to the obligations initial incurrence of the buyer under the Merger Agreement shall have been satisfied; and Loans hereunder), (i) the Equity Investors shall have contributed (directly or indirectly) at least $150 million to the Parent (of which, at least $125 million shall have been contributed by the Sponsor) and that immediately thereafter the Parent shall have contributed such amount, net of reasonable expenses payable to third parties, in the Borrower in exchange for common Capital Stock of the Borrower, (ii) existing shareholders of the Acquired Company shall have rolled over not less than $48 million of common Capital Stock and option value of the Acquired Company into common Capital Stock of the Parent and deferred compensation arrangements of the Parent on terms and conditions reasonably acceptable to the Agent, (iii) the Borrower shall have received gross cash proceeds of at least $200 million 1,650,000,000 (calculated before original issue discount, underwriting discounts and commissions) from the issuance by it of a like principal amount of Initial New Senior Notes and (ii) the Borrower issuance of the Subordinated Initial New Senior Notes on shall have been consummated in accordance with the terms that are reasonably satisfactory to the Agent and (iv) after giving effect to the Transaction, including the application on the Closing Date conditions of the proceeds of Initial New Senior Notes Documents and all applicable law. (c) On the related financings and equity contributionsFourth Restatement Effective Date, (i) the Consolidated Parties shall have no Indebtedness except for Indebtedness permitted under Section 8.1. The Merger Agreement shall not have been altered, amended or otherwise changed or supplemented in any material respect or any material condition therein waived, without the prior written consent of the Agent. The Administrative Agent shall have received (i) a copytrue and correct copies of all Initial New Senior Notes Documents and all Acquisition Documents, in each case certified as such by an Executive Authorized Officer of the Borrower as true and complete, of the Merger Agreement as originally executed and delivered, together with all exhibits and schedules and (ii) a copyall such Documents shall be in full force and effect. (d) On the Fourth Restatement Effective Date, certified by an Executive Officer of the Parent as true and completeRJRTH shall have duly authorized, of the Subordinated Debt Indenture as originally executed and delivereddelivered to the Borrower a promissory note in the form of Exhibit M (the “RJRTH Intercompany Note”), together with all exhibits and schedules theretowhich RJRTH Intercompany Note shall, in turn, have been delivered to the Collateral Agent for pledge pursuant to the Pledge Agreement.

Consummation of Transaction. The Transaction Administrative Agent shall have received evidence reasonably satisfactory to it that: (a) (i)(x) the Debt Tender has been consummated in accordance in all material respects with the terms of the Merger Agreement and in compliance in Offer to Purchase, (y) all material respects with applicable law and regulatory approvals; all material conditions precedent 2007 Notes tendered pursuant to the obligations of the buyer under the Merger Agreement shall Debt Tender have been satisfied; purchased and (i) the Equity Investors shall have contributed (directly or indirectly) at least $150 million to the Parent (of which, at least $125 million shall have been contributed by the Sponsor) and that immediately thereafter the Parent shall have contributed such amount, net of reasonable expenses payable to third parties, in the Borrower in exchange for common Capital Stock of the Borrower, (ii) existing shareholders of the Acquired Company shall have rolled over not less than $48 million of common Capital Stock and option value of the Acquired Company into common Capital Stock of the Parent and deferred compensation arrangements of the Parent on terms and conditions reasonably acceptable to the Agent, (iii) the Borrower shall have received gross proceeds of at least $200 million from the issuance by the Borrower of the Subordinated Notes on terms that are reasonably satisfactory to the Agent and (ivz) after giving effect to such purchase (and pro forma effect to any optional redemption commenced pursuant to a notice of redemption issued pursuant to Article III of the Transaction, including 2007 Notes Indenture (the application “Optional Redemption”) on the Closing Date Date), no more than $22,000,000 in aggregate principal amount of 2007 Notes remains outstanding and (ii) the aggregate principal amount of Term Loans borrowed by the Borrower shall not exceed the aggregate amount necessary (x) to consummate the Debt Tender, including payment of accrued interest on the 2007 Notes tendered and the related tender premium, (y) to consummate any Optional Redemption, including payment of any accrued interest on the 2007 Notes to be redeemed and the related redemption premium (provided that any portion of the proceeds of the related financings Term Loans intended to be used to consummate such Optional Redemption shall be deposited in a segregated Deposit Account subject to a Control Agreement and equity contributionsshall not be used for any purpose other than consummating such Optional Redemption; provided further that no disbursement from such segregated Deposit Account shall be permitted unless the chief financial officer of the Borrower shall have previously certified in writing to the Administrative Agent as to the amount of such disbursement and that the proceeds of such disbursement are to be used solely for the purpose of consummating such Optional Redemption) and (z) to pay the Transaction Costs; and (b) concurrently with the making of the Loans hereunder, the Consolidated Parties Existing Credit Agreement, together with all interest and other amounts due and payable with respect thereto, shall have no be paid in full and the commitments in respect of such Indebtedness except for shall be terminated (other than Existing Letters of Credit which will be outstanding hereunder or letters of credit issued under the Existing Credit Agreement and either Cash Collateralized or backed by Synthetic Letters of Credit) and all (i) Liens securing payment of any such Indebtedness permitted under Section 8.1. The Merger Agreement shall not have been altered, amended or otherwise changed or supplemented in any material respect or any material condition therein waived, without be released and (ii) the prior written consent of the Agent. The Administrative Agent shall have received (i) a copyall Uniform Commercial Code Form UCC 3 termination statements or other instruments as may be necessary, certified by an Executive Officer in the reasonable judgment of the Borrower as true and completeAdministrative Agent, of the Merger Agreement as originally executed and delivered, together with all exhibits and schedules and (ii) a copy, certified by an Executive Officer of the Parent as true and complete, of the Subordinated Debt Indenture as originally executed and delivered, together with all exhibits and schedules theretoin connection therewith.

Consummation of Transaction. The Transaction Administrative Agent shall have received evidence reasonably satisfactory to it that: (a) (i)(x) the Debt Tender has been consummated in accordance in all material respects with the terms of the Merger Agreement and in compliance in Offer to Purchase, (y) all material respects with applicable law and regulatory approvals; all material conditions precedent 2007 Notes tendered pursuant to the obligations of the buyer under the Merger Agreement shall Debt Tender have been satisfied; purchased and (i) the Equity Investors shall have contributed (directly or indirectly) at least $150 million to the Parent (of which, at least $125 million shall have been contributed by the Sponsor) and that immediately thereafter the Parent shall have contributed such amount, net of reasonable expenses payable to third parties, in the Borrower in exchange for common Capital Stock of the Borrower, (ii) existing shareholders of the Acquired Company shall have rolled over not less than $48 million of common Capital Stock and option value of the Acquired Company into common Capital Stock of the Parent and deferred compensation arrangements of the Parent on terms and conditions reasonably acceptable to the Agent, (iii) the Borrower shall have received gross proceeds of at least $200 million from the issuance by the Borrower of the Subordinated Notes on terms that are reasonably satisfactory to the Agent and (ivz) after giving effect to such purchase (and pro forma effect to any optional redemption commenced pursuant to a notice of redemption issued pursuant to Article III of the Transaction, including 2007 Notes Indenture (the application "Optional Redemption") on the Closing Date Date), no more than $22,000,000 in aggregate principal amount of 2007 Notes remains outstanding and (ii) the aggregate principal amount of US Term Loans borrowed by the Borrower shall not exceed the aggregate amount necessary (x) to consummate the Debt Tender, including payment of accrued interest on the 2007 Notes tendered and the related tender premium, (y) to consummate any Optional Redemption, including payment of any accrued interest on the 2007 Notes to be redeemed and the related redemption premium (provided that any portion of the proceeds of the related financings US Term Loans intended to be used to consummate such Optional Redemption shall be deposited in a segregated Deposit Account subject to a Control Agreement and equity contributionsshall not be used for any purpose other than consummating such Optional Redemption; provided further that no disbursement from such segregated Deposit Account shall be permitted unless the chief financial officer of the Borrower shall have previously certified in writing to the Administrative Agent as to the amount of such disbursement and that the proceeds of such disbursement are to be used solely for the purpose of consummating such Optional Redemption) and (z) to pay the Original Transaction Costs; and (b) concurrently with the making of the Loans hereunder, the Consolidated Parties Existing Credit Agreement, together with all interest and other amounts due and payable with respect thereto, shall have no be paid in full and the commitments in respect of such Indebtedness except for shall be terminated (other than Existing Letters of Credit which will be outstanding hereunder or letters of credit issued under the Existing Credit Agreement and either Cash Collateralized or backed by Synthetic Letters of Credit) and all (i) Liens securing payment of any such Indebtedness permitted under Section 8.1. The Merger Agreement shall not have been altered, amended or otherwise changed or supplemented in any material respect or any material condition therein waived, without be released and (ii) the prior written consent of the Agent. The Administrative Agent shall have received (i) a copyall Uniform Commercial Code Form UCC 3 termination statements or other instruments as may be necessary, certified by an Executive Officer in the reasonable judgment of the Borrower as true and completeAdministrative Agent, of the Merger Agreement as originally executed and delivered, together with all exhibits and schedules and (ii) a copy, certified by an Executive Officer of the Parent as true and complete, of the Subordinated Debt Indenture as originally executed and delivered, together with all exhibits and schedules theretoin connection therewith.