SERVICES PERFORMED BY THE ABL PORTFOLIO
MANAGEMENT GROUP OF THE ADMINISTRATIVE AGENT.
TO THE EXTENT REQUIRED BY THE
ADMINISTRATIVE AGENT IN ITS PERMITTED DISCRETION AS A RESULT OF ANY SUCH
EVALUATION, APPRAISAL OR MONITORING, THE LOAN PARTIES ALSO AGREE TO MODIFY OR
ADJUST THE COMPUTATION OF THE BORROWING BASES (WHICH MAY INCLUDE MAINTAINING
ADDITIONAL RESERVES, MODIFYING THE ADVANCE RATES OR MODIFYING THE ELIGIBILITY
CRITERIA FOR THE COMPONENTS OF THE BORROWING BASES).
(C)
IN THE EVENT THAT HISTORICAL ACCOUNTING PRACTICES, SYSTEMS OR
RESERVES RELATING TO THE COMPONENTS OF THE BORROWING BASES ARE MODIFIED IN A
MANNER THAT IS ADVERSE TO THE LENDERS IN ANY MATERIAL RESPECT, THE LOAN PARTIES
WILL AGREE TO MAINTAIN SUCH ADDITIONAL RESERVES (FOR PURPOSES OF COMPUTING THE
BORROWING BASES) IN RESPECT TO THE COMPONENTS OF THE BORROWING BASES AND MAKE
SUCH OTHER ADJUSTMENTS TO ITS PARAMETERS FOR INCLUDING THE COMPONENTS OF THE
BORROWING BASES AS THE ADMINISTRATIVE AGENT SHALL REASONABLY REQUIRE BASED UPON
SUCH MODIFICATIONS.
(D)
THE LOAN PARTIES WILL, AND WILL CAUSE THEIR SUBSIDIARIES TO, GRANT
THE ADMINISTRATIVE AGENT ACCESS TO AND THE RIGHT TO INSPECT ALL REPORTS, AUDITS
AND OTHER INTERNAL INFORMATION OF THE LOAN PARTIES RELATING TO ENVIRONMENTAL
MATTERS UPON REASONABLE NOTICE, AND OBTAIN ANY THIRD PARTY VERIFICATION OF
MATTERS RELATING TO COMPLIANCE WITH ENVIRONMENTAL LAWS REASONABLY REQUESTED BY
THE ADMINISTRATIVE AGENT AT ANY TIME AND FROM TIME TO TIME.
Section 5.7
Maintenance of Concentration Account; Cash Dominion.
(A)
WITHIN SIXTY (60) DAYS OF THE CLOSING DATE (OR SUCH LATER DATE AS
THE ADMINISTRATIVE AGENT MAY APPROVE IN ITS EXCLUSIVE DISCRETION), THE U.S. LOAN
PARTIES WILL, AND WILL CAUSE THEIR DOMESTIC SUBSIDIARIES TO, MAINTAIN WITH THE
ADMINISTRATIVE AGENT AN ACCOUNT OR ACCOUNTS TO BE USED BY THE U.S. LOAN PARTIES
AS THEIR PRINCIPAL DOMESTIC CONCENTRATION OR SWEEP ACCOUNT(S) INTO WHICH SHALL
BE DEPOSITED THE AVAILABLE BALANCES FROM THE COLLECTION ACCOUNTS OF THE U.S.
LOAN PARTIES (OTHER THAN CALPINE OR SMURFIT-STONE PUERTO RICO, INC.) AT THE END
OF EACH BUSINESS DAY (AS CONTEMPLATED BY ARTICLE 7 OF THE SECURITY AND PLEDGE
AGREEMENT), NET OF DISBURSEMENTS PAID IN THE ORDINARY COURSE OF BUSINESS DURING
SUCH BUSINESS DAY AND ALL OF THE U.S. LOAN PARTIES' AND THEIR DOMESTIC
SUBSIDIARIES' ACCOUNTS SHALL BE SUBJECT TO A CASH MANAGEMENT SYSTEM SATISFACTORY
TO THE ADMINISTRATIVE AGENT IN ITS EXCLUSIVE DISCRETION, INCLUDING FROM AND
AFTER SUCH SIXTIETH (60TH) DAY, (I) WEEKLY SWEEPS OF AVAILABLE CASH IN EXCESS OF
US$50,000,000, SUCH CASH TO BE APPLIED TO OUTSTANDING U.S. REVOLVING LOANS
(WITHOUT A PERMANENT REDUCTION OF THE U.S. REVOLVING COMMITMENT), AND (II) FULL
CASH DOMINION, INCLUDING DAILY CASH SWEEPS (OTHER THAN CASH OF CALPINE AND OTHER
THAN WITH RESPECT TO UP TO $2,000,000
105
HELD IN DEPOSIT ACCOUNTS OF SMURFIT-STONE PUERTO RICO, INC.) TO THE
CONCENTRATION ACCOUNT IF EXCESS AVAILABILITY IS LESS THAN US$150,000,000 FOR
THREE CONSECUTIVE DAYS, SUCH CASH TO BE APPLIED TO OUTSTANDING U.S. REVOLVING
LOANS (WITHOUT A PERMANENT REDUCTION OF THE U.S. REVOLVING COMMITMENT).
THE
OBLIGATION OF THE U.S. LOAN PARTIES TO COMPLY WITH CLAUSE (II) OF THE PRECEDING