INDEBTEDNESS PERMITTED UNDER SECTION 6.01 (OTHER THAN CLAUSES (VI), (VII),
(XIII), (XIV) AND (XV) THEREOF).
(P)
ALL REQUISITE MATERIAL GOVERNMENTAL AUTHORITIES AND THIRD PARTIES
SHALL HAVE APPROVED OR CONSENTED TO THE TRANSACTIONS TO THE EXTENT REQUIRED, ALL
APPLICABLE APPEAL PERIODS SHALL HAVE EXPIRED AND THERE SHALL BE NO JUDICIAL OR
REGULATORY ACTION BY A GOVERNMENTAL AGENCY, ACTUAL OR THREATENED, THAT COULD
REASONABLY BE EXPECTED TO RESTRAIN, PREVENT OR IMPOSE MATERIALLY BURDENSOME
CONDITIONS ON THE TRANSACTIONS OR THE OTHER TRANSACTIONS CONTEMPLATED HEREBY.
(Q)
THE LENDERS SHALL BE REASONABLY SATISFIED THAT NO LITIGATION OR
ADMINISTRATIVE PROCEEDING OR DEVELOPMENT IN ANY LITIGATION OR ADMINISTRATIVE
PROCEEDING BY ANY ENTITY (PRIVATE OR GOVERNMENTAL) SHALL BE PENDING OR, TO THE
KNOWLEDGE OF THE BORROWER, THREATENED THAT COULD
56
REASONABLY BE EXPECTED TO HAVE, A MATERIAL ADVERSE EFFECT OR A MATERIAL ADVERSE
EFFECT ON THE ABILITY OF THE PARTIES TO CONSUMMATE THE TRANSACTIONS.
(R)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED ALL FEES PAYABLE TO
THE ADMINISTRATIVE AGENT OR ANY LENDER ON OR PRIOR TO THE EFFECTIVE DATE UNDER
THE ENGAGEMENT LETTER AND ALL OTHER AMOUNTS DUE AND PAYABLE PURSUANT TO THE LOAN
DOCUMENTS ON OR PRIOR TO THE EFFECTIVE DATE, INCLUDING REIMBURSEMENT OR PAYMENT
OF ALL REASONABLE AND INVOICED OUT-OF-POCKET EXPENSES (INCLUDING REASONABLE
FEES, CHARGES AND DISBURSEMENTS OF CAHILL GORDON & REINDEL LLP AND DOMESTIC AND
FOREIGN LOCAL COUNSEL) REQUIRED TO BE REIMBURSED OR PAID BY THE BORROWER
HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT.
(S)
THE COLLATERAL AGENT SHALL HAVE RECEIVED COUNTERPARTS OF THE
PLEDGE AGREEMENT SIGNED BY EACH LOAN PARTY AND COVERING PLEDGES OF 100% OF THE
EQUITY INTERESTS HELD BY THE LOAN PARTIES IN ALL OF THEIR DOMESTIC SUBSIDIARIES
AND 65% OF THE EQUITY INTERESTS OF THEIR "FIRST TIER" NON-U.S. SUBSIDIARIES
(OTHER THAN ANY EQUITY INTERESTS OF SUCH SUBSIDIARIES PLEDGED PURSUANT TO
NON-U.S. PLEDGE AGREEMENTS) OF THE BORROWER OR ANY DOMESTIC SUBSIDIARY AND
COUNTERPARTS OF THE NON-U.S. PLEDGE AGREEMENTS COVERING PLEDGES OF 65% OF THE
EQUITY INTERESTS OF THE "FIRST TIER" NON-U.S. SUBSIDIARIES OF THE BORROWER, AND
THE COLLATERAL AGENT SHALL HAVE RECEIVED ALL PROMISSORY NOTES (THE "INTERCOMPANY
NOTES") EVIDENCING ALL INTERCOMPANY INDEBTEDNESS OWED TO ANY LOAN PARTY BY THE
BORROWER OR ANY SUBSIDIARY AS OF THE EFFECTIVE DATE AND STOCK POWERS AND
INSTRUMENTS OF TRANSFER, ENDORSED IN BLANK, WITH RESPECT TO THE EQUITY INTERESTS
OF THE BORROWER'S DOMESTIC SUBSIDIARIES AND ANY SUCH PROMISSORY NOTES.
(T)
THE COLLATERAL AGENT SHALL HAVE RECEIVED COUNTERPARTS OF THE
SECURITY AGREEMENT AND PLEDGE AGREEMENT SIGNED BY EACH LOAN PARTY, IN EACH CASE,
TOGETHER WITH THE FOLLOWING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
COLLATERAL AGENT:
(A)
certificates representing all Pledged Securities, together with
executed and undated stock powers and/or assignments in blank;
(B)
a favorable written opinion of foreign counsel in the jurisdiction
of organization of each "first-tier" Non-U.S. Subsidiary (except for PGI
Nonwovens Mauritius Ltd.) as shall be reasonably acceptable to the Collateral
Agent, (a) addressed to the Collateral Agent and the Lenders and (b) covering
such matters relating to the Security Documents and the