LENDER AS DESCRIBED IN SECTION 2.01(III) ABOVE.
THE CASH COLLATERAL SHALL BE
HELD BY THE LENDER IN A NON-INTEREST BEARING ACCOUNT IN THE LENDER'S NAME OR IN
SUCH OTHER MANNER AS THE LENDER SHALL ELECT.
THE LENDER SHALL HAVE NO
OBLIGATION TO INVEST THE
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CASH COLLATERAL.
THE BORROWERS SHALL NOT HAVE ANY CONTROL WHATSOEVER OVER THE
CASH COLLATERAL.
BEYOND THE EXERCISE OF REASONABLE CARE TO ASSURE THE SAFE
CUSTODY OF THE CASH COLLATERAL IN THE PHYSICAL POSSESSION OF THE LENDER, THE
LENDER SHALL NOT HAVE ANY DUTY OR LIABILITY TO PROTECT OR PRESERVE THE CASH
COLLATERAL, AND SHALL BE RELIEVED OF ALL RESPONSIBILITY FOR THE CASH COLLATERAL
UPON SURRENDERING IT TO THE BORROWERS.
THE LENDER MAY APPLY THE CASH COLLATERAL
TO ANY AMOUNTS PAYABLE BY THE BORROWERS FROM TIME TO TIME WITH RESPECT TO THE
OBLIGATIONS.
SECTION 3.03.
AVAILABILITY.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED IN THIS CONSENT OR THE CREDIT AGREEMENT, THE
IC LETTER OF CREDIT WILL NOT BE INCLUDED IN THE CALCULATION OF AVAILABILITY.
ARTICLE IV
CONDITIONS PRECEDENT
SECTION 4.01.
CONDITIONS PRECEDENT.
THIS CONSENT
SHALL NOT BE BINDING UPON THE LENDER UNTIL EACH OF THE FOLLOWING CONDITIONS
PRECEDENT HAVE BEEN SATISFIED IN FORM AND SUBSTANCE SATISFACTORY TO THE LENDER:
(I)
THE REPRESENTATIONS AND WARRANTIES
CONTAINED HEREIN AND IN THE CREDIT AGREEMENT, AS AMENDED HEREBY, SHALL BE TRUE
AND CORRECT IN ALL MATERIAL RESPECTS AS OF THE DATE HEREOF AS IF MADE ON THE
DATE HEREOF, EXCEPT FOR SUCH REPRESENTATIONS AND WARRANTIES LIMITED BY THEIR
TERMS TO A SPECIFIC DATE;
(II)
THE BORROWERS SHALL HAVE DELIVERED TO THE
LENDER AN EXECUTED ORIGINAL COPY OF THIS CONSENT;
(III)
THE BORROWERS SHALL HAVE DELIVERED TO THE
LENDER EXECUTED ORIGINAL COPIES OF EACH OF THE CONSENTS AND REAFFIRMATIONS
ATTACHED TO THIS CONSENT;
(IV)
THE BORROWERS SHALL HAVE PAID TO THE LENDER
ALL FEES, COSTS, AND EXPENSES OWED TO AND/OR INCURRED BY THE LENDER IN
CONNECTION WITH THIS CONSENT;
(V)
EXCEPT FOR THE EXISTING DEFAULT, NO DEFAULT
OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING; AND
(VI)
ALL PROCEEDINGS TAKEN IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THIS CONSENT AND ALL DOCUMENTATION AND OTHER LEGAL
MATTERS INCIDENT THERETO SHALL BE SATISFACTORY TO THE LENDER IN ITS SOLE AND
ABSOLUTE DISCRETION.
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ARTICLE V
MISCELLANEOUS
SECTION 5.01.
ACKNOWLEDGMENT.
EACH BORROWER HEREBY
REPRESENTS AND WARRANTS THAT THE EXECUTION AND DELIVERY OF THIS CONSENT AND
COMPLIANCE BY SUCH BORROWER WITH ALL OF THE PROVISIONS OF THIS CONSENT:
(A) ARE
WITHIN ITS POWERS AND PURPOSES; (B) HAVE BEEN DULY AUTHORIZED OR APPROVED BY
SUCH BORROWER; AND (C) WHEN EXECUTED AND DELIVERED BY OR ON BEHALF OF SUCH
BORROWER, WILL CONSTITUTE VALID AND BINDING OBLIGATIONS OF SUCH BORROWER,
ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS.
EACH BORROWER REAFFIRMS ITS
OBLIGATION TO PAY ALL AMOUNTS DUE THE LENDER UNDER THE LOAN DOCUMENTS IN
ACCORDANCE WITH THE TERMS THEREOF, AS MODIFIED HEREBY.
SECTION 5.02.
LOAN DOCUMENTS UNMODIFIED.
EXCEPT AS
OTHERWISE SPECIFICALLY MODIFIED BY THIS CONSENT, ALL TERMS AND PROVISIONS OF THE
CREDIT AGREEMENT AND ALL OTHER