FINANCING STATEMENTS IN APPROPRIATE FORM ARE FILED IN THE
APPLICABLE FILING OFFICES, THE SECURITY INTEREST CREATED UNDER THE GUARANTEE AND
COLLATERAL AGREEMENT WILL CONSTITUTE A FULLY PERFECTED SECURITY INTEREST IN ALL
RIGHT, TITLE AND INTEREST OF THE LOAN PARTIES IN THE REMAINING COLLATERAL (AS
DEFINED THEREIN) TO THE EXTENT PERFECTION CAN BE OBTAINED BY FILING UNIFORM
COMMERCIAL CODE FINANCING STATEMENTS, PRIOR AND SUPERIOR TO THE RIGHTS OF ANY
OTHER PERSON, EXCEPT FOR RIGHTS SECURED BY LIENS PERMITTED BY SECTION 6.02 THAT
ARE PRIOR BY OPERATION OF LAW OR CONTRACT.
SECTION 3.14.
FEDERAL RESERVE REGULATIONS.
NONE OF THE BORROWER OR ANY
SUBSIDIARY IS ENGAGED OR WILL ENGAGE, PRINCIPALLY OR AS ONE OF ITS IMPORTANT
ACTIVITIES, IN THE BUSINESS OF PURCHASING OR CARRYING MARGIN STOCK (WITHIN THE
MEANING OF REGULATION U OF THE BOARD OF GOVERNORS), OR EXTENDING CREDIT FOR THE
PURPOSE OF PURCHASING OR CARRYING MARGIN STOCK.
NO PART OF THE PROCEEDS OF THE
LOANS WILL BE USED, DIRECTLY OR INDIRECTLY, TO PURCHASE OR CARRY ANY MARGIN
STOCK OR TO REFINANCE ANY INDEBTEDNESS ORIGINALLY INCURRED FOR SUCH PURPOSE, OR
FOR ANY OTHER PURPOSE THAT ENTAILS A VIOLATION (INCLUDING ON THE PART OF ANY
LENDER) OF ANY OF THE REGULATIONS OF THE BOARD OF GOVERNORS, INCLUDING
REGULATIONS U AND X.
ARTICLE IV
CONDITIONS
SECTION 4.01.
EFFECTIVE DATE.
THE OBLIGATIONS OF THE LENDERS TO MAKE LOANS AND
OF THE ISSUING BANKS TO ISSUE LETTERS OF CREDIT HEREUNDER SHALL NOT BECOME
EFFECTIVE UNTIL EACH OF THE FOLLOWING CONDITIONS SHALL BE SATISFIED (OR WAIVED
IN ACCORDANCE WITH SECTION 9.02):
(A) THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED FROM EACH PARTY HERETO EITHER
(I) A COUNTERPART OF THIS AGREEMENT SIGNED ON BEHALF OF SUCH PARTY OR
(II) EVIDENCE SATISFACTORY TO THE ADMINISTRATIVE AGENT (WHICH MAY INCLUDE A
FACSIMILE TRANSMISSION) THAT SUCH PARTY HAS SIGNED A COUNTERPART OF THIS
AGREEMENT.
(B) THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A FAVORABLE WRITTEN OPINION
(ADDRESSED TO THE ADMINISTRATIVE AGENT, THE LENDERS AND THE ISSUING BANKS AND
DATED THE EFFECTIVE DATE) OF EACH OF (I) SIDLEY AUSTIN LLP, SPECIAL COUNSEL FOR
THE BORROWER, AND (II) LOCAL COUNSEL IN EACH JURISDICTION OF ANY FOREIGN
SUBSIDIARY WITH EQUITY INTERESTS SUBJECT TO THE GUARANTEE AND COLLATERAL
REQUIREMENT (SUBJECT TO THE PENULTIMATE PARAGRAPH OF THIS SECTION), IN EACH CASE
IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT.
THE
BORROWER HEREBY REQUESTS SUCH COUNSEL TO DELIVER SUCH OPINIONS.
(C) THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED SUCH DOCUMENTS AND CERTIFICATES
AS THE ADMINISTRATIVE AGENT MAY REASONABLY REQUEST RELATING TO THE ORGANIZATION,
EXISTENCE AND GOOD STANDING OF EACH LOAN PARTY, THE AUTHORIZATION OF THE
TRANSACTIONS AND ANY OTHER LEGAL MATTERS RELATING TO THE LOAN PARTIES, THE LOAN
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DOCUMENTS OR THE TRANSACTIONS, ALL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY
TO THE ADMINISTRATIVE AGENT.
(D) THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A CERTIFICATE, DATED THE
EFFECTIVE DATE AND SIGNED BY THE CHIEF EXECUTIVE OFFICER OR THE CHIEF FINANCIAL
OFFICER OF THE BORROWER, CONFIRMING COMPLIANCE WITH THE CONDITIONS SET FORTH IN
PARAGRAPHS (F) AND (J) OF THIS SECTION