DEFINED IN THE UNIFORM COMMERCIAL CODE)
IS DELIVERED TO THE COLLATERAL AGENT THEREUNDER TOGETHER WITH INSTRUMENTS OF
TRANSFER DULY ENDORSED IN BLANK, THE SECURITY INTEREST OF THE COLLATERAL AGENT
THEREIN WILL CONSTITUTE A FULLY PERFECTED LIEN ON, AND SECURITY INTEREST IN, ALL
RIGHT, TITLE AND INTEREST OF THE PLEDGORS IN SUCH INTERIM COLLATERAL, PRIOR AND
SUPERIOR IN RIGHT TO ANY OTHER PERSON SUBJECT ONLY TO PERMITTED ENCUMBRANCES AND
(II) WHEN FINANCING STATEMENTS IN APPROPRIATE FORM ARE FILED IN THE OFFICES
SPECIFIED IN THE PERFECTION CERTIFICATE DELIVERED ON THE SECOND RESTATEMENT
EFFECTIVE DATE, THE SECURITY INTEREST OF THE COLLATERAL AGENT WILL CONSTITUTE A
FULLY PERFECTED LIEN ON AND SECURITY IN ALL RIGHT, TITLE AND INTEREST OF THE
GRANTORS (AS DEFINED IN THE INTERIM COLLATERAL AGREEMENT) IN THE REMAINING
INTERIM COLLATERAL TO THE EXTENT PERFECTION CAN BE OBTAINED BY FILING UNIFORM
COMMERCIAL CODE FINANCING STATEMENTS, PRIOR AND SUPERIOR IN RIGHT TO ANY OTHER
PERSON SUBJECT ONLY TO PERMITTED ENCUMBRANCES.
67
SECTION 3.18.
USE OF PROCEEDS.
THE BORROWER WILL USE THE PROCEEDS OF THE LOANS
AND WILL REQUEST THE ISSUANCE OF LETTERS OF CREDIT ONLY FOR THE PURPOSES
SPECIFIED IN THE PREAMBLE TO THIS AGREEMENT AND SET FORTH IN SECTION 5.10.
ARTICLE IV
CONDITIONS
SECTION 4.01.
2008 RESTATEMENT EFFECTIVE DATE.
WITHOUT AFFECTING THE RIGHTS OF
THE BORROWER OR ANY SUBSIDIARY UNDER THE ORIGINAL AGREEMENT AT ALL TIMES PRIOR
TO THE 2008 RESTATEMENT EFFECTIVE DATE, THE AMENDMENT AND RESTATEMENT IN THE
FORM HEREOF OF THE ORIGINAL AGREEMENT AND THE OBLIGATIONS OF THE LENDERS TO MAKE
LOANS AND ACQUIRE PARTICIPATIONS IN LETTERS OF CREDIT AND SWINGLINE LOANS AND OF
THE ISSUING BANKS TO ISSUE LETTERS OF CREDIT HEREUNDER SHALL NOT BECOME
EFFECTIVE UNTIL THE DATE ON WHICH THE CONDITIONS SET FORTH IN SECTIONS
1.2(B) AND 1.3 OF THE 2008 AMENDMENT AND RESTATEMENT AGREEMENT SHALL HAVE BEEN
SATISFIED.
It is understood and agreed that no term of the amendment and restatement
contemplated hereby shall be effective until the 2008 Restatement Effective Date
occurs, and that the Original Agreement shall continue in full force and effect
without regard to the amendment and restatement contemplated hereby until the
2008 Restatement Effective Date.
SECTION 4.02.
EACH CREDIT EVENT.
THE OBLIGATION OF EACH REVOLVING LENDER TO
MAKE A REVOLVING LOAN ON THE OCCASION OF ANY REVOLVING BORROWING AFTER THE 2008
RESTATEMENT EFFECTIVE DATE, AND OF EACH ISSUING BANK TO ISSUE, AMEND, RENEW OR
EXTEND ANY LETTER OF CREDIT AFTER THE 2008 RESTATEMENT EFFECTIVE DATE, IS
SUBJECT TO RECEIPT OF THE REQUEST THEREFORE IN ACCORDANCE HEREWITH AND TO THE
SATISFACTION OF THE FOLLOWING CONDITIONS (EACH BORROWING AND EACH ISSUANCE,
AMENDMENT, RENEWAL OR EXTENSION OF A LETTER OF CREDIT (FOR PURPOSES OF THIS
SECTION, AN "ISSUANCE") SHALL BE DEEMED TO CONSTITUTE A REPRESENTATION AND
WARRANTY BY BORROWER ON THE DATE THEREOF AS TO THE MATTERS SPECIFIED IN
PARAGRAPHS (A), (B) AND (C) OF THIS SECTION):
(A)
THE REPRESENTATIONS AND WARRANTIES OF THE LOAN PARTIES CONTAINED IN EACH
SENIOR LOAN DOCUMENT ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS