4.85 TO 1.0, AND (II) A SENIOR DEBT TO EBITDA RATIO OF NOT MORE THAN 3.07
TO 1.0;
(G)
RECEIPT BY ADMINISTRATIVE AGENT OF SUCH OTHER DOCUMENTS,
INSTRUMENTS AND/OR AGREEMENTS AS ADMINISTRATIVE AGENT MAY REASONABLY REQUEST;
AND
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(H)
BORROWER SHALL HAVE PAID TO ADMINISTRATIVE AGENT, FOR THE BENEFIT
OF LENDERS, AN AMOUNT WITH RESPECT TO EACH LENDER EQUAL TO (I) THE SUM OF SUCH
LENDER'S REVOLVING LOAN COMMITMENT AMOUNT PLUS SUCH LENDER'S TERM LOAN B
COMMITMENT PERCENTAGE OF THE TERM LOAN B MULTIPLIED BY (II) ONE-HALF OF ONE
PERCENT (0.50%) PER ANNUM FOR THE PERIOD FROM THE DATE HEREOF TO THE CLOSING
DATE.
Each Lender, by delivering its signature page to this Agreement, shall be deemed
to have acknowledged receipt of, and consented to and approved, each Financing
Document, each additional Operative Document and each other document, agreement
and/or instrument required to be approved by Administrative Agent, Required
Lenders or Lenders, as applicable, on the Closing Date.
If the Closing Date shall not have occurred on or prior to February 22, 2008,
this Agreement shall terminate on such date except that the provisions of
Articles 9, 10 and 11 shall survive such termination.
SECTION 7.2
CONDITIONS TO EACH LOAN, SUPPORT AGREEMENT AND LENDER
LETTER OF CREDIT.
The obligation of Lenders to make a Loan (other than Revolving Loans made
pursuant to either of Section 2.11(b) and/or Section 2.14(c)), of Administrative
Agent to issue any Support Agreement or of any LC Issuer to issue any Lender
Letter of Credit (including, in each case, on the Closing Date) is subject to
the satisfaction of the following additional conditions:
(A)
IN THE CASE OF A REVOLVING LOAN BORROWING, RECEIPT BY
ADMINISTRATIVE AGENT OF A NOTICE OF BORROWING (OR TELEPHONIC OR ELECTRONIC
NOTICE, AS PERMITTED BY SECTION 2.8(B)(II)) IN ACCORDANCE WITH
SECTION 2.8(B) AND, IN THE CASE OF ANY SUPPORT AGREEMENT OR LENDER LETTER OF
CREDIT, RECEIPT BY ADMINISTRATIVE AGENT OF A NOTICE OF LC CREDIT EVENT IN
ACCORDANCE WITH SECTION 2.14(B);
(B)
THE FACT THAT, IMMEDIATELY AFTER SUCH BORROWING AND AFTER
APPLICATION OF THE PROCEEDS THEREOF OR AFTER SUCH ISSUANCE, THE REVOLVING LOAN
OUTSTANDINGS WILL NOT EXCEED THE REVOLVING LOAN LIMIT;
(C)
THE FACT THAT, IMMEDIATELY BEFORE AND AFTER SUCH BORROWING OR
ISSUANCE, NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING;
AND
(D)
THE FACT THAT THE REPRESENTATIONS AND WARRANTIES OF EACH CREDIT
PARTY CONTAINED IN THE FINANCING DOCUMENTS SHALL BE TRUE, CORRECT AND COMPLETE
ON AND AS OF THE DATE OF SUCH BORROWING OR ISSUANCE, EXCEPT TO THE EXTENT THAT
ANY SUCH REPRESENTATION OR WARRANTY RELATES TO A SPECIFIC DATE IN WHICH CASE
SUCH REPRESENTATION OR WARRANTY SHALL BE TRUE AND CORRECT AS OF SUCH EARLIER
DATE.
Each giving of a Notice of LC Credit Event hereunder, each giving of a Notice of
Borrowing hereunder and each acceptance by Borrower of the proceeds of any Loan
made hereunder shall, except as set forth in the Notice of LC Credit Event or
Notice of Borrowing, be deemed