DEPOSIT ACCOUNT OF THE BORROWER (THE "FUNDING ACCOUNT") TO WHICH THE AGENT IS
AUTHORIZED BY THE BORROWER TO TRANSFER THE PROCEEDS OF ANY BORROWINGS REQUESTED
OR AUTHORIZED PURSUANT TO THIS AGREEMENT.
(J) COLLATERAL ACCESS AND BLOCKED ACCOUNT AGREEMENTS.
THE LOAN PARTIES (I)
SHALL HAVE USED COMMERCIALLY REASONABLE EFFORTS TO OBTAIN AND DELIVER TO THE
AGENT EACH COLLATERAL ACCESS AGREEMENT REQUIRED TO BE PROVIDED PURSUANT TO
SECTION 4.12 OF THE SECURITY AGREEMENT AND THE BLOCKED ACCOUNT AGREEMENTS
REQUIRED TO BE DELIVERED PURSUANT TO SECTION 2.21 AND (II) SHALL HAVE DELIVERED
TO THE AGENT EACH CREDIT CARD NOTIFICATION AND DDA NOTIFICATION REQUIRED TO BE
PROVIDED PURSUANT TO SECTION 2.21.
(K) SOLVENCY.
THE AGENT SHALL HAVE RECEIVED A CUSTOMARY CERTIFICATE FROM THE
CHIEF FINANCIAL OFFICER OF THE BORROWER CERTIFYING THAT HOLDINGS AND ITS
SUBSIDIARIES, ON A CONSOLIDATED BASIS AFTER GIVING EFFECT TO THE TRANSACTIONS TO
OCCUR ON THE CLOSING DATE, ARE SOLVENT (WITHIN THE MEANING OF SECTION 3.13).
(L) BORROWING BASE CERTIFICATE.
THE AGENT SHALL HAVE RECEIVED PRIOR TO THE
CLOSING DATE A BORROWING BASE CERTIFICATE WHICH CALCULATES THE BORROWING BASE AS
OF THE LAST BUSINESS DAY OF THE MOST RECENT MONTH ENDED AT LEAST TEN (10)
BUSINESS DAYS PRIOR TO THE CLOSING DATE.
(M) CLOSING EXCESS AVAILABILITY.
AFTER GIVING EFFECT TO ALL BORROWINGS TO BE
MADE ON THE CLOSING DATE (OTHER THAN REVOLVING LOANS MADE TO FUND THE AMOUNT
DESCRIBED IN CLAUSE (A)(I) OF THE DEFINITION OF "PERMITTED INITIAL REVOLVING
BORROWING PURPOSES") AND THE ISSUANCE OF ANY LETTERS OF CREDIT ON THE CLOSING
DATE, EXCESS AVAILABILITY SHALL BE NOT LESS THAN $300,000,000.
(N) EQUITY CONTRIBUTION.
THE EQUITY CONTRIBUTION SHALL HAVE BEEN MADE IN FULL.
(O) PLEDGED STOCK; STOCK POWERS; PLEDGED NOTES.
THE AGENT (OR ITS BAILEE) SHALL
HAVE RECEIVED (I) THE CERTIFICATES REPRESENTING THE SHARES OF CAPITAL STOCK
PLEDGED PURSUANT TO THE SECURITY AGREEMENT, TOGETHER WITH AN UNDATED STOCK POWER
FOR EACH SUCH CERTIFICATE EXECUTED IN BLANK BY A DULY AUTHORIZED OFFICER OF THE
PLEDGOR THEREOF AND (II) EACH PROMISSORY NOTE (IF ANY) PLEDGED TO THE AGENT (OR
ITS BAILEE) PURSUANT TO THE SECURITY AGREEMENT ENDORSED (WITHOUT RECOURSE) IN
BLANK (OR ACCOMPANIED BY AN EXECUTED TRANSFER FORM IN BLANK) BY THE PLEDGOR
THEREOF.
(P) PERFECTION CERTIFICATE; FILINGS, REGISTRATIONS AND RECORDINGS.
THE AGENT
SHALL HAVE RECEIVED A COMPLETED PERFECTION CERTIFICATE DATED THE CLOSING DATE
AND SIGNED BY A RESPONSIBLE OFFICER OF THE BORROWER, TOGETHER WITH ALL
ATTACHMENTS CONTEMPLATED THEREBY.
EACH DOCUMENT (INCLUDING ANY UNIFORM
COMMERCIAL CODE FINANCING STATEMENT) REQUIRED BY THE COLLATERAL DOCUMENTS OR
UNDER LAW OR REASONABLY REQUESTED BY THE AGENT TO BE FILED, REGISTERED OR
RECORDED IN ORDER TO CREATE IN FAVOR OF THE AGENT, FOR THE BENEFIT OF THE
LENDERS, A PERFECTED LIEN ON THE COLLATERAL DESCRIBED THEREIN, PRIOR AND
SUPERIOR IN RIGHT TO ANY OTHER PERSON (OTHER THAN WITH RESPECT TO LIENS
EXPRESSLY PERMITTED BY SECTION 6.02), SHALL BE IN PROPER FORM FOR FILING,
REGISTRATION OR RECORDATION. THE AGENT, ON BEHALF OF THE LENDERS, SHALL HAVE A
SECURITY INTEREST IN THE COLLATERAL OF THE TYPE AND PRIORITY DESCRIBED IN