Common use of EFFECTIVENESS OF THE AMENDMENTS Clause in Contracts

EFFECTIVENESS OF THE AMENDMENTS. the Consent and the Release. The Amendments, the Consent and the Release contemplated by Section 4.1 shall, in accordance with Section 18.1 of the Existing Note Purchase Agreements, become effective as of the date first written above (the date of such effectiveness is herein referred to as the "Effective Date"), if at all, at such time as the Company and the Current Noteholders shall have indicated their written consent to the Amendments, the Consent and the Release by executing and delivering the applicable counterparts of this Agreement. It is understood that any Current Noteholder may withhold its consent for any reason or for no reason, and that, without limitation of the foregoing, any Current Noteholder hereby makes the granting of its consent contingent upon satisfaction of each of the following conditions: (a) each of the Current Noteholders shall have received true and correct copies of the fully executed HSBC Credit Agreement substantially in the form of Exhibit B hereto; (b) that certain Intercreditor Agreement dated as of the date hereof among HSBC Bank USA, each of the other lenders under the HSBC Credit Agreement and the Current Noteholders and acknowledged and agreed to by the Obligors shall have been fully executed and delivered substantially in the form of Exhibit C hereto; (c) each of the representations and warranties set forth in Section 3 hereof shall be true and correct as of the Effective Date; (d) each of the conditions precedent set forth in Section 6.01 of the HSBC Credit Agreement shall have been fully satisfied; (e) the Company shall have paid the fees and disbursements of special counsel to the Current Noteholders reflected on a statement delivered in connection with the execution and delivery of this Agreement to the Company; and (f) each of the Current Noteholders shall have received any additional information, certification or other item as such Current Noteholder shall have reasonably requested on or before the Effective Date.