Common use of Debt Tender Offers; New Senior Notes Clause in Contracts

Debt Tender Offers; New Senior Notes. (i) All Existing Senior Notes tendered and not properly withdrawn prior to the Closing Date in accordance with the terms set forth in the applicable Debt Tender Offers have been, or concurrently with the Closing Date will be, consummated in accordance with the terms set forth in the applicable Offer to Purchase and Consent Solicitation Statement of the Borrower dated November 26, 2010, in each case as in effect on the Closing Date and, concurrent with the funding of the Term Loans on the Closing Date, shall have been accepted for payment and will be acquired and cancelled. (ii) Amendments to the terms of the Existing Senior Notes eliminating substantially all of the covenants and defaults thereunder shall have become operative as contemplated by the Debt Tender Offer. (iii) The Administrative Agent shall have received satisfactory evidence that not less than $2,500,000,000 in aggregate principal amount of New Senior Notes have been, or concurrently with the Closing Date will be, issued by the Borrower. Notwithstanding the foregoing, to the extent that the execution and delivery of any document or the completion of any task or action is listed on Schedule 5.15, such item shall not be a condition precedent and shall instead be subject to Section 5.15.

Debt Tender Offers; New Senior Notes. (i) All Existing Senior Notes tendered and not properly withdrawn prior to the Closing Date in accordance with the terms set forth in the applicable Debt Tender Offers have been, or concurrently with the Closing Date will be, consummated in accordance with the terms set forth in the applicable Offer to Purchase and Consent Solicitation Statement of the Parent Borrower dated November 26, 2010, in each case as in effect on the Closing Date and, concurrent with the funding of the Term Loans effectiveness hereof on the Closing Date, shall have been accepted for payment and will be acquired and cancelled. (ii) Amendments to the terms of the Existing Senior Notes eliminating substantially all of the covenants and defaults thereunder shall have become operative as contemplated by the Debt Tender Offer. (iii) The Administrative Agent shall have received satisfactory evidence that not less than $2,500,000,000 in aggregate principal amount of New Senior Notes have been, or concurrently with the Closing Date will be, issued by the Parent Borrower. Notwithstanding the foregoing, to the extent that the execution and delivery of any document or the completion of any task or action is listed on Schedule 5.15, such item shall not be a condition precedent and shall instead be subject to Section 5.15.