BEEN OBTAINED
OR MADE, AND OTHER THAN THE OPERATING FINANCIAL NUMBER (NUMERO DE OPERACIÓN
FINANCIERA) TO BE OBTAINED FROM THE BANK OF SPAIN.
(D)
THIS AGREEMENT AND THE BANK ACCOUNT
CHARGE IS, AND EACH OF THE NOTES TO BE DELIVERED BY IT WHEN DELIVERED HEREUNDER
WILL BE, THE LEGAL, VALID AND BINDING OBLIGATION OF THE BORROWER ENFORCEABLE
AGAINST THE BORROWER IN ACCORDANCE WITH ITS TERMS, SUBJECT TO THE EFFECT OF ANY
APPLICABLE BANKRUPTCY, INSOLVENCY, FRAUDULENT CONVEYANCE, REORGANIZATION,
MORATORIUM AND OTHER LAWS AFFECTING CREDITORS' RIGHTS GENERALLY AND SUBJECT, AS
TO ENFORCEABILITY, TO GENERAL PRINCIPLES OF EQUITY (REGARDLESS OF WHETHER
ENFORCEMENT IS SOUGHT IN A PROCEEDING IN EQUITY OR AT LAW) AND AN IMPLIED
COVENANT OF GOOD FAITH AND FAIR DEALING.
(E)
THERE IS NO PENDING OR THREATENED
ACTION OR PROCEEDING AFFECTING IT OR ANY OF ITS SUBSIDIARIES BEFORE ANY COURT,
GOVERNMENTAL AGENCY OR ARBITRATOR (A "PROCEEDING") THAT AFFECTS OR PURPORTS TO
AFFECT THE LEGALITY, VALIDITY OR ENFORCEABILITY OF THE LOAN DOCUMENTS.
(F)
NONE OF THE PROCEEDS OF ANY ADVANCE
WILL BE USED, DIRECTLY OR INDIRECTLY, FOR THE PURPOSE OF PURCHASING OR CARRYING
ANY MARGIN STOCK OR FOR THE PURPOSE OF REDUCING OR RETIRING ANY INDEBTEDNESS
WHICH WAS ORIGINALLY INCURRED TO PURCHASE OR CARRY ANY MARGIN STOCK OR FOR ANY
OTHER PURPOSE THAT WOULD CONSTITUTE THE ADVANCES AS A "PURPOSE CREDIT" WITHIN
THE MEANING OF REGULATION U AND, IN EACH CASE, WOULD CONSTITUTE A VIOLATION OF
REGULATION U.
(G)
AT ALL TIMES PRIOR TO THE EXTENSION
DATE, ALL FILINGS AND OTHER ACTIONS NECESSARY OR DESIRABLE TO PERFECT AND
PROTECT THE SECURITY INTEREST IN THE COLLATERAL CREATED UNDER THE COLLATERAL
DOCUMENTS HAVE BEEN DULY MADE OR TAKEN AND ARE IN FULL FORCE AND EFFECT, AND THE
COLLATERAL DOCUMENTS CREATE IN FAVOR OF THE COLLATERAL AGENT FOR THE BENEFIT OF
THE SECURED PARTIES A VALID AND, TOGETHER WITH SUCH FILINGS AND OTHER ACTIONS,
PERFECTED FIRST PRIORITY SECURITY INTEREST IN THE COLLATERAL, SECURING THE
PAYMENT OF THE SECURED OBLIGATIONS, AND ALL FILINGS AND OTHER ACTIONS NECESSARY
OR DESIRABLE TO PERFECT AND PROTECT SUCH SECURITY INTEREST HAVE BEEN DULY
TAKEN.
AT ALL TIMES PRIOR TO THE EXTENSION DATE, THE BORROWER IS THE LEGAL AND
BENEFICIAL OWNER OF THE COLLATERAL FREE AND CLEAR OF ANY LIEN, EXCEPT FOR THE
LIENS AND SECURITY INTERESTS CREATED UNDER THE LOAN DOCUMENTS.
(H)
THE BORROWER IS A WHOLLY-OWNED DIRECT
OR INDIRECT SUBSIDIARY OF, PRIOR TO THE EXTENSION DATE, UNITED BISCUITS
INVESTMENTS B.V., ON THE EXTENSION DATE, DELUXESTAR LIMITED, AND, ON AND
SUBSEQUENT TO THE EXTENSION DATE, THE GUARANTOR.
(I)
THE LOAN DOCUMENTS ARE IN PROPER
LEGAL FORM UNDER THE LAW OF THE KINGDOM OF SPAIN FOR THE ENFORCEMENT THEREOF
AGAINST THE LOAN PARTIES UNDER THE LAW OF THE KINGDOM OF SPAIN; AND TO ENSURE
THE LEGALITY, VALIDITY, ENFORCEABILITY OR ADMISSIBILITY IN EVIDENCE OF THE LOAN
DOCUMENTS IN THE KINGDOM OF SPAIN IT IS NOT NECESSARY THAT ANY LOAN DOCUMENT OR
ANY OTHER DOCUMENT BE REGISTERED, FILED OR RECORDED WITH ANY COURT OR OTHER
AUTHORITY IN THE KINGDOM OF SPAIN OR THAT