LOAN PARTIES.
(P)
PROJECTIONS/BUDGET.
THE BORROWER SHALL HAVE DELIVERED TO THE
ADMINISTRATIVE AGENT AND THE LENDERS (I) A DETAILED CONSOLIDATED BUDGET FOR THE
NINE-MONTH PERIOD ENDING SEPTEMBER 30, 2008 (INCLUDING A PROJECTED CONSOLIDATED
BALANCE SHEET OF THE BORROWER AND ITS SUBSIDIARIES AS OF THE END OF SUCH
NINE-MONTH PERIOD, THE RELATED CONSOLIDATED STATEMENTS OF PROJECTED CASH FLOW,
PROJECTED CHANGES IN FINANCIAL POSITION AND PROJECTED INCOME AND A DESCRIPTION
OF THE UNDERLYING ASSUMPTIONS APPLICABLE THERETO) (COLLECTIVELY, THE
"PROJECTIONS"), AND (II) THE BUDGET IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT WHICH, IN EACH CASE, SHALL BE
ACCOMPANIED BY A CERTIFICATE OF A RESPONSIBLE OFFICER STATING THAT SUCH
PROJECTIONS OR BUDGET, AS APPLICABLE, ARE BASED UPON GOOD FAITH ESTIMATES AND
ASSUMPTIONS BELIEVED BY MANAGEMENT OF THE BORROWER TO BE REASONABLE AT THE TIME
MADE AND THAT SUCH RESPONSIBLE OFFICER HAS NOT HAD REASON TO BELIEVE THAT SUCH
PROJECTIONS OR BUDGET, AS APPLICABLE, IN LIGHT OF SUCH ASSUMPTIONS ARE INCORRECT
OR MISLEADING IN ANY MATERIAL RESPECT.
(Q)
CHIEF RESTRUCTURING OFFICER.
THE BORROWER SHALL HAVE DESIGNATED A
CHIEF RESTRUCTURING OFFICER ACCEPTABLE TO THE ADMINISTRATIVE AGENT AND THE
LENDERS TO IMPLEMENT THE RESTRUCTURING PURSUANT TO THE REORGANIZATION PLAN.
(R)
FILING OF REORGANIZATION PLAN AND DISCLOSURE STATEMENT.
(I) THE
REORGANIZATION PLAN AND THE DISCLOSURE STATEMENT SHALL HAVE BEEN FILED WITH THE
BANKRUPTCY COURT AT THE TIME OF THE COMMENCEMENT OF THE CASES, (II) THE
ADMINISTRATIVE AGENT SHALL BE SATISFIED THAT ALL HOLDERS OF CLAIMS OR INTERESTS
AGAINST THE BORROWER AND HOLDING ENTITLED TO VOTE ON THE REORGANIZATION PLAN
SHALL HAVE RECEIVED A COPY OF THE REORGANIZATION PLAN AND DISCLOSURE STATEMENT
AND (III) THE BORROWER AND HOLDING SHALL HAVE RECEIVED SUFFICIENT VOTES FROM
SUCH HOLDERS OF CLAIMS AND INTERESTS TO ENABLE THE REORGANIZATION PLAN TO BE
CONFIRMED PURSUANT TO SECTION 1129 OF THE BANKRUPTCY CODE.
THE REORGANIZATION
PLAN SHALL HAVE BEEN ACCEPTED BY THE CLASS CONSISTING OF LENDERS UNDER THE
PREPETITION CREDIT FACILITY.
(S)
CONTINUATION OF RELOCATION SPV FINANCINGS AND CASH MANAGEMENT.
HOLDING AND ITS SUBSIDIARIES, AS APPLICABLE, SHALL HAVE MADE ARRANGEMENTS
SATISFACTORY TO THE ADMINISTRATIVE AGENT (I) THAT THE SECURITIZATION (AS THE
SAME MAY HAVE BEEN MODIFIED PRIOR TO THE PETITION DATE) OR THE ALTERNATIVE
FINANCING SHALL BE IN EFFECT AND (II) FOR THE OPERATION OF THE LOAN PARTIES CASH
MANAGEMENT SYSTEM WITH THE CASH MANAGEMENT BANKS (OR REPLACEMENT INSTITUTIONS)
THROUGH THE CASES AND FOLLOWING THE EFFECTIVE DATE.
The making of the initial Extensions of Credit by the Lenders hereunder shall
conclusively be deemed to constitute an acknowledgement by the Administrative
Agent and each Lender that each of the conditions precedent set forth in this
subsection 6.1 shall have been satisfied in accordance with its respective terms
or shall have been irrevocably waived by such Person.
6.2.
CONDITIONS TO EACH OTHER EXTENSION OF CREDIT.
THE AGREEMENT OF
EACH LENDER TO MAKE ANY EXTENSION OF CREDIT REQUESTED TO BE MADE BY IT ON ANY
DATE (INCLUDING,
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without limitation, the initial Extension of Credit) is subject to the
satisfaction or waiver of the following