THE MOST RECENT
TWELVE-MONTH PERIOD ENDING AT LEAST 30 DAYS PRIOR TO THE FUNDING DATE SHALL NOT
EXCEED (I) 3.50 TO 1.00 IF THE FUNDING DATE OCCURS ON OR PRIOR TO APRIL 30, 2010
OR (II) 3.85 TO 1.00 IF THE FUNDING DATE OCCURS AFTER APRIL 30, 2010.
THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A CERTIFICATE, DATED THE FUNDING DATE
AND SIGNED BY A FINANCIAL OFFICER OF HOLDINGS, CERTIFYING AS TO COMPLIANCE WITH
THE FOREGOING CONDITION.
(M)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED REASONABLY
SATISFACTORY EVIDENCE THAT THE CONDITIONS TO THE EFFECTIVENESS OF THE TERM LOAN
FACILITY DOCUMENTS SHALL HAVE BEEN (OR WILL BE), SUBSTANTIALLY SIMULTANEOUSLY
WITH THE FUNDING DATE, SATISFIED OR WAIVED IN ACCORDANCE WITH THEIR TERMS AND,
ON THE FUNDING DATE, HOLDINGS SHALL HAVE RECEIVED CASH PROCEEDS OF
$1,200,000,000 (CALCULATED BEFORE UNDERWRITING AND ORIGINAL ISSUE DISCOUNTS,
COMMISSIONS, FEES AND EXPENSES) FROM THE INCURRENCE OF TERM LOANS UNDER THE TERM
LOAN FACILITY.
(N)
PRIOR TO THE FIFTH DAY PRECEDING THE FUNDING DATE (OR SUCH SHORTER
PERIOD AS MAY BE AGREED TO BY THE ADMINISTRATIVE AGENT IN ITS SOLE DISCRETION),
THE ADMINISTRATIVE AGENT AND THE CO-COLLATERAL AGENTS SHALL HAVE RECEIVED A
BORROWING BASE CERTIFICATE AS AT A DATE NOT EARLIER THAN THE DATE OCCURRING ON
THE 30TH DAY PRECEDING THE FUNDING DATE (THE "FUNDING DATE BORROWING BASE
CERTIFICATE").
(O)
ON THE FUNDING DATE AND AFTER GIVING EFFECT TO THE INCURRENCE OF
LOANS, THE ISSUANCE OF LETTERS OF CREDIT AND OCCURRENCE OF ALL PAYMENTS AND
TRANSFERS TO BE EFFECTED ON OR AS OF THE FUNDING DATE, INCLUDING ALL SUCH
PAYMENTS AND TRANSFERS CONTEMPLATED BY THE PLAN OF REORGANIZATION, THE SUM OF
(I) EXCESS AVAILABILITY AND (II) HOLDINGS' UNRESTRICTED CASH AND UNRESTRICTED
CASH EQUIVALENTS SHALL BE GREATER THAN (X) $500,000,000 IF THE FUNDING DATE
OCCURS ON OR PRIOR TO APRIL 30, 2010 OR (Y) $450,000,000 IF THE FUNDING DATE
OCCURS AFTER APRIL 30, 2010.
(P)
THE CLOSING DATE SHALL HAVE OCCURRED.
(Q)
ON OR PRIOR TO THE FUNDING DATE, THERE SHALL HAVE BEEN DELIVERED
TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF EACH OF THE LENDERS THAT HAS
REQUESTED SAME THE APPROPRIATE REVOLVING NOTES EXECUTED BY THE APPROPRIATE
BORROWERS AND IF REQUESTED BY THE SWINGLINE LENDER, THE APPROPRIATE SWINGLINE
NOTE EXECUTED BY THE APPROPRIATE BORROWERS, IN EACH CASE, IN THE APPLICABLE
AMOUNT, MATURITY AND AS OTHERWISE PROVIDED HEREIN.
(R)
PRIOR TO THE FIFTH BUSINESS DAY PRECEDING THE FUNDING DATE, THE
AGENTS SHALL HAVE RECEIVED FROM THE LOAN PARTIES, TO THE EXTENT REQUESTED, ALL
DOCUMENTATION AND OTHER
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INFORMATION REQUIRED BY REGULATORY AUTHORITIES UNDER APPLICABLE "KNOW YOUR
CUSTOMER" AND ANTI-MONEY LAUNDERING RULES AND REGULATIONS, INCLUDING THE PATRIOT
ACT.
(S)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A SOLVENCY
CERTIFICATE FROM A FINANCIAL OFFICER OF HOLDINGS IN THE FORM OF EXHIBIT F HERETO
DATED THE FUNDING DATE.
SECTION 7.
Conditions Precedent to All Credit Events.
The obligation of each
Lender to make Loans (including Loans made on the Funding Date), and the
obligation of each Issuing Lender to issue Letters of Credit (including Letters