CASE SHALL BE REASONABLY SATISFACTORY TO THE ARRANGERS. THE ARRANGERS SHALL BE
SATISFIED WITH THE LOAN PARTIES' CASH MANAGEMENT ARRANGEMENTS, AND THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED EACH COLLATERAL ACCESS
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AGREEMENT REQUIRED TO BE PROVIDED PURSUANT TO SECTION 4.04(F) OF THE GUARANTEE
AND COLLATERAL AGREEMENT AND EACH DEPOSIT ACCOUNT CONTROL AGREEMENT AND LOCKBOX
AGREEMENT REQUIRED TO BE PROVIDED PURSUANT TO SECTION 4.06 OF THE GUARANTEE AND
COLLATERAL AGREEMENT, ALL OF WHICH SHALL BE EFFECTIVE; PROVIDED, THAT IF,
NOTWITHSTANDING THE USE BY THE LOAN PARTIES OF THEIR COMMERCIALLY REASONABLE
EFFORTS, ONE OR MORE OF SUCH DEPOSIT ACCOUNT CONTROL AGREEMENTS OR LOCKBOX
AGREEMENTS SHALL NOT BE EFFECTIVE BY THE EFFECTIVE DATE, THE CONDITION SET FORTH
IN THIS PARAGRAPH SHALL BE DEEMED TO HAVE BEEN SATISFIED, PROVIDED, HOWEVER,
THAT THE LOAN PARTIES HEREBY COVENANT AND AGREE WITH THE LENDERS TO CAUSE ALL
SUCH DEPOSIT ACCOUNT CONTROL AGREEMENTS OR LOCKBOX AGREEMENTS TO BECOME
EFFECTIVE BY THE 90TH DAY (OR SUCH LONGER PERIOD AS THE ADMINISTRATIVE AGENT
MAY DETERMINE) FOLLOWING THE EFFECTIVE DATE OR TO MAKE ALTERNATIVE ARRANGEMENTS
SATISFACTORY TO THE ADMINISTRATIVE AGENT IN ITS SOLE DISCRETION (AND SUCH
COVENANTS SHALL BE DEEMED FOR ALL PURPOSES TO BE COVENANTS SET FORTH IN
ARTICLE VI OF THIS AGREEMENT); PROVIDED FURTHER THAT THE ADMINISTRATIVE AGENT
MAY, IN ITS DISCRETION, ESTABLISH A RESERVE WITH RESPECT TO ANY DEPOSIT ACCOUNT
FOR WHICH THE ADMINISTRATIVE AGENT HAS NOT RECEIVED A DEPOSIT ACCOUNT CONTROL
AGREEMENT OR LOCKBOX AGREEMENT, OR, AS TO ANY DEPOSIT ACCOUNT FOR WHICH NO
DEPOSIT ACCOUNT CONTROL AGREEMENT OR LOCKBOX AGREEMENT REQUIRED TO BE DELIVERED
UNDER THE GUARANTEE AND COLLATERAL AGREEMENT SHALL HAVE BEEN DELIVERED DURING
THE PERIOD REFERRED TO ABOVE, REQUIRE THE APPLICABLE LOAN PARTY TO OPEN AND
MAINTAIN A NEW DEPOSIT ACCOUNT WITH A FINANCIAL INSTITUTION SUBJECT TO A DEPOSIT
ACCOUNT CONTROL AGREEMENT OR A LOCKBOX AGREEMENT, AS THE CASE MAY BE.
The Administrative Agent shall notify the Borrowers and the Lenders of the
Effective Date, and such notice shall be conclusive and binding. Notwithstanding
the foregoing, the obligations of the Lenders to make Loans and accept and
purchase BAs and of the Issuing Banks to issue Letters of Credit hereunder shall
not become effective unless each of the foregoing conditions is satisfied (or
waived pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time,
on November 15, 2007 (and, in the event such conditions shall not have been so
satisfied or waived, the Revolving Commitments and the LC Commitments shall
terminate at such time).
SECTION 4.02. EACH CREDIT EVENT. THE OBLIGATION OF EACH LENDER TO MAKE A LOAN ON
THE OCCASION OF ANY BORROWING OR TO ACCEPT AND PURCHASE BAS ON THE OCCASION OF
ANY BA DRAWING, AND OF EACH ISSUING BANK TO ISSUE, AMEND, RENEW OR EXTEND ANY
LETTER OF CREDIT, IS SUBJECT TO RECEIPT OF THE REQUEST THEREFOR IN ACCORDANCE
HEREWITH AND TO THE SATISFACTION OF THE FOLLOWING CONDITIONS:
(A)
THE REPRESENTATIONS AND WARRANTIES OF EACH LOAN PARTY SET FORTH IN THE LOAN
DOCUMENTS (OTHER THAN, IN