EFFECTIVENESS, THE CONDITIONS SET FORTH IN
PARAGRAPHS (B) AND (C) OF SECTION 4.01 SHALL BE SATISFIED, AND THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A CERTIFICATE TO THAT EFFECT DATED SUCH
DATE AND EXECUTED BY A RESPONSIBLE OFFICER OF THE COMPANY,
AND (II) THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED LEGAL OPINIONS, BOARD RESOLUTIONS AND
OTHER CLOSING CERTIFICATES AND DOCUMENTATION AS REQUIRED BY THE RELEVANT
INCREMENTAL ASSUMPTION AGREEMENT AND, TO THE EXTENT REQUIRED BY THE
ADMINISTRATIVE AGENT, CONSISTENT WITH THOSE DELIVERED ON THE CLOSING DATE UNDER
SECTION 4.02 AND SUCH ADDITIONAL DOCUMENTS AND FILINGS (INCLUDING AMENDMENTS TO
THE MORTGAGES AND OTHER SECURITY DOCUMENTS AND TITLE ENDORSEMENT BRINGDOWNS) AS
THE ADMINISTRATIVE AGENT MAY REASONABLY REQUIRE TO ASSURE THAT THE REVOLVING
LOANS IN RESPECT OF INCREMENTAL REVOLVING FACILITY COMMITMENTS ARE SECURED BY
THE COLLATERAL RATABLY WITH ALL OTHER REVOLVING LOANS.
(D)
EACH OF THE PARTIES HERETO HEREBY AGREES THAT THE
ADMINISTRATIVE AGENT MAY TAKE ANY AND ALL ACTION AS MAY BE REASONABLY NECESSARY
TO ENSURE ALL REVOLVING LOANS IN RESPECT OF INCREMENTAL REVOLVING FACILITY
COMMITMENTS, WHEN ORIGINALLY MADE, ARE INCLUDED IN EACH BORROWING OF OUTSTANDING
REVOLVING LOANS ON A PRO RATA BASIS.
THE BORROWERS AGREE THAT SECTION 2.16
SHALL APPLY TO ANY CONVERSION OF EUROCURRENCY LOANS TO ABR LOANS REASONABLY
REQUIRED BY THE ADMINISTRATIVE AGENT TO EFFECT THE FOREGOING.
SECTION 2.22. CASH COLLATERAL FOR DEFAULTING LENDERS
.
(A)
AT ANY TIME THAT THERE SHALL EXIST A DEFAULTING LENDER, WITHIN THREE
BUSINESS DAYS FOLLOWING NOTICE BY THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR
THE SWINGLINE LENDER, THE COMPANY SHALL DELIVER TO THE ADMINISTRATIVE AGENT CASH
COLLATERAL IN AN AMOUNT SUFFICIENT TO COVER THE COMPANY'S OBLIGATIONS
CORRESPONDING TO THE FRONTING EXPOSURE RELATED TO SUCH DEFAULTING LENDER (AFTER
GIVING EFFECT TO SECTION 2.23(A)(IV) AND ANY CASH COLLATERAL PROVIDED BY THE
DEFAULTING LENDER) FOR SO LONG AS THE FRONTING EXPOSURE REMAINS OUTSTANDING.
(B)
ALL CASH COLLATERAL (OTHER THAN CREDIT SUPPORT NOT
CONSTITUTING FUNDS SUBJECT TO DEPOSIT) SHALL BE MAINTAINED IN BLOCKED,
NON-INTEREST BEARING DEPOSIT ACCOUNTS AT BANK OF AMERICA.
THE BORROWER, AND TO
THE EXTENT PROVIDED BY ANY LENDER, SUCH LENDER, SHALL MAINTAIN (PURSUANT TO, IF
NECESSARY IN ORDER TO CREATE SUCH A SECURITY INTEREST, A CUSTOMARY PLEDGE
AGREEMENT REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT) A FIRST PRIORITY
SECURITY INTEREST, SUBJECT (IN THE CASE OF A GRANT BY THE BORROWER) TO THE
INTERCREDITOR AGREEMENTS, IN ALL SUCH CASH, DEPOSIT ACCOUNTS AND ALL BALANCES
THEREIN, AND ALL OTHER PROPERTY SO PROVIDED AS COLLATERAL PURSUANT HERETO, AND
IN ALL PROCEEDS OF THE FOREGOING, ALL AS SECURITY FOR THE OBLIGATIONS TO WHICH
SUCH CASH COLLATERAL MAY BE APPLIED PURSUANT TO SECTION 2.22(C).
IF AT ANY TIME
THE ADMINISTRATIVE AGENT DETERMINES THAT CASH COLLATERAL IS SUBJECT TO ANY PRIOR
RIGHT OR CLAIM OF ANY PERSON OTHER THAN THE COLLATERAL AGENT AS HEREIN PROVIDED,
OR THAT THE TOTAL AMOUNT OF SUCH CASH COLLATERAL IS LESS THAN THE APPLICABLE
FRONTING EXPOSURE, THE COMPANY OR THE RELEVANT DEFAULTING LENDER WILL, PROMPTLY
UPON DEMAND BY THE ADMINISTRATIVE AGENT, PAY OR PROVIDE TO THE ADMINISTRATIVE
AGENT ADDITIONAL