Certain Funds Provision. During the period from and including the Effective Date to and including the Funding Date (the “Certain Funds Period”), and notwithstanding (i) that any representation (other than a Specified Representation) made on the Effective Date was incorrect, (ii) any provision to the contrary in this Agreement or otherwise or (iii) that any other condition to the occurrence of the Effective Date may subsequently be determined not to have been satisfied, neither the Administrative Agent nor any Lender shall be entitled to (1) cancel any of its Commitments, (2) rescind, terminate or cancel this Agreement or exercise any right or remedy or make or enforce any claim under this Agreement, the Notes, the Fee Letters or otherwise it may have to the extent to do so would prevent, limit or delay the making of its Loan or Loans on the Funding Date, (3) refuse to participate in making its Loan or Loans on the Funding Date so long as the conditions set forth in Section 4.02 have been satisfied or waived, or (4) exercise any right of set-off or counterclaim in respect of its Loan or Loans to the extent to do so would prevent, limit or delay the making of its Loan or Loans on the Funding Date. Notwithstanding anything herein to the contrary, (A) the rights and remedies of the Lenders and the Administrative Agent shall not be limited in the event that any condition set forth in Section 4.02 is not satisfied or waived on the Funding Date and (B) immediately after the expiration of the Certain Funds Period, all of the rights, remedies and entitlements of the Administrative Agent and the Lenders (including those set forth above) shall be available notwithstanding that such rights, remedies and entitlements were not available prior to such time as a result of the foregoing.
Certain Funds Provision. Notwithstanding the foregoing, (A) to the extent any Collateral or any security interest therein (other than assets with respect to which a lien or security interest may be perfected by (x) intellectual property security filings with the United States Patent and Trademark Office or the United States Copyright Office, (y) the filing of a financing statement under the Uniform Commercial Code or (z) the delivery of stock certificates, together with undated stock powers executed in blank, with respect to GLM and its Restricted Subsidiaries; provided that stock certificates together with undated stock powers executed in blank of such Restricted Subsidiaries will only be delivered on the First Amendment Effective Date to the extent received after use by Holdings and its Subsidiaries of commercially reasonable efforts to do so) is not provided or perfected on the First Amendment Effective Date after use by Holdings and its subsidiaries of commercially reasonable efforts to do so or cannot be provided or perfected without undue burden or expense, the provision and/or perfection of such security interests in such Collateral shall not constitute a condition precedent to the availability of the First Amendment Incremental Term Loans on the First Amendment Effective Date, but shall be required to be provided and/or perfected within 90 days after the First Amendment Effective Date (and, in any event, in the case of the pledge of and perfection of security interests in Collateral not otherwise required on the First Amendment Effective Date, subject to extensions granted by the Administrative Agent in its reasonable discretion) and (B) without limitation of clause (A), with respect to guarantees and security to be provided by GLM and any of its Restricted Subsidiaries that is required to become a Guarantor under the Credit Agreement as amended by this Amendment, if such guarantees and security cannot be provided as a condition precedent solely because the directors or managers of such Restricted Subsidiaries have not authorized such guarantees and security and the election of new directors or managers to authorize such guarantees and security has not taken place prior to the funding of the First Amendment Incremental Term Loans, such election shall take place and such guarantees and security (including without limitation the documents and other items described in Sections 3.01(a)(ii), 3.01(b), 3.01(c), 3.01(j) and 3.01(k)) shall be provided no later than 11:59 P.M., New ...
