EVENT OF DEFAULT OR (Y) AFTER THE FINAL TERM ADVANCE DATE, THE AVAILABILITY
SHALL HAVE BEEN LESS THAN $75,000,000.
(F)
USE OF PROCEEDS.
USE THE PROCEEDS OF THE
ADVANCES SOLELY FOR THE PURPOSES, AND SUBJECT TO THE RESTRICTIONS, SET FORTH IN
SECTION 2.14.
(G)
RESTRUCTURING ADVISOR; FINANCIAL ADVISOR.
RETAIN AT ALL TIMES (I) A RESTRUCTURING ADVISOR AND (II) A FINANCIAL ADVISOR
THAT, IN EACH CASE, HAS SUBSTANTIAL EXPERIENCE AND EXPERTISE ADVISING CHAPTER 11
DEBTORS-IN-POSSESSION IN LARGE AND COMPLEX BANKRUPTCY CASES (IT BEING UNDERSTOOD
THAT ALVAREZ & MARSAL AND LAZARD ARE ADVISORS DESCRIBED IN THIS CLAUSE (G));
PROVIDED THAT ANY FAILURE TO COMPLY WITH THIS SECTION 5.01(G) SHALL NOT BE
DEEMED TO HAVE OCCURRED SO LONG AS THE LOAN PARTIES SHALL HAVE FILED A MOTION
WITH THE BANKRUPTCY COURT TO RETAIN A REPLACEMENT ADVISOR WITHIN 10 DAYS OF SUCH
FAILURE.
77
(H)
PRIORITY.
ACKNOWLEDGE PURSUANT TO SECTION
364(C)(1) OF THE BANKRUPTCY CODE, THE OBLIGATIONS OF THE LOAN PARTIES HEREUNDER
AND UNDER THE OTHER LOAN DOCUMENTS CONSTITUTE ALLOWED SUPERPRIORITY CLAIMS.
(I)
VALIDITY OF LOAN DOCUMENTS.
USE ITS
COMMERCIALLY REASONABLE EFFORTS TO OBJECT TO ANY APPLICATION MADE ON BEHALF OF
ANY LOAN PARTY OR BY ANY PERSON TO THE VALIDITY OF ANY LOAN DOCUMENT OR THE
APPLICABILITY OR ENFORCEABILITY OF ANY LOAN DOCUMENT OR WHICH SEEKS TO VOID,
AVOID, LIMIT, OR OTHERWISE ADVERSELY AFFECT THE SECURITY INTEREST CREATED BY OR
IN ANY LOAN DOCUMENT OR ANY PAYMENT MADE PURSUANT THERETO.
(J)
CASH MANAGEMENT SYSTEM.
MAINTAIN WITH
THE ADMINISTRATIVE AGENT AN ACCOUNT OR ACCOUNTS (I) TO BE USED BY THE BORROWER
AND THE GUARANTORS AS THEIR PRINCIPAL CONCENTRATION ACCOUNTS AND (II) INTO WHICH
SHALL BE SWEPT OR DEPOSITED, ON EACH BUSINESS DAY, ALL CASH OF THE BORROWER AND
THE GUARANTORS IN ALL OF THE OPERATING AND OTHER BANK ACCOUNTS OF THE BORROWER
AND THE GUARANTORS (OTHER THAN THE ACCOUNTS DESCRIBED IN THE PROVISO TO
SECTION 5.01(K)) MAINTAINED AT ANY INSTITUTION OTHER THAN CITIBANK; PROVIDED
THAT THIS CLAUSE (II) SHALL NOT APPLY TO ACCOUNTS IN WHICH THE AGGREGATE AMOUNT
ON DEPOSIT FOR ALL SUCH ACCOUNTS IS LESS THAN $500,000.
(K)
ACCOUNT CONTROL AGREEMENTS.
WITH RESPECT
TO ALL LOCKBOXES AND DEPOSIT ACCOUNTS OF EACH LOAN PARTY (OTHER THAN THOSE (FOR
SO LONG AS CITIBANK IS THE ADMINISTRATIVE AGENT HEREUNDER) MAINTAINED WITH
CITIBANK), OBTAIN AND DELIVER TO THE ADMINISTRATIVE AGENT, NO LATER THAN 10 DAYS
FOLLOWING THE EFFECTIVE DATE (OR SUCH LATER DATE AS THE ADMINISTRATIVE AGENT MAY
REASONABLY DETERMINE), ACCOUNT CONTROL AGREEMENTS IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT; PROVIDED, HOWEVER, THAT
THIS SECTION 5.01(K) SHALL NOT APPLY TO (I) PAYROLL ACCOUNTS, TRUST ACCOUNTS,
EMPLOYEE BENEFITS ACCOUNTS AND TAX ESCROW ACCOUNTS, IN EACH CASE MAINTAINED IN
THE ORDINARY COURSE OF BUSINESS, AND (II) DEPOSIT ACCOUNTS TO THE EXTENT THE
AGGREGATE AMOUNT ON DEPOSIT IN EACH SUCH DEPOSIT ACCOUNT DOES NOT EXCEED
$100,000 AT ANY TIME AND THE AGGREGATE AMOUNT ON DEPOSIT IN ALL SUCH DEPOSIT
ACCOUNTS DOES NOT EXCEED $500,000 AT ANY TIME.
(L)
MORTGAGES.
OBTAIN AND DELIVER TO THE
ADMINISTRATIVE AGENT,