THIS
SECTION.
(E) THE GUARANTEE AND COLLATERAL REQUIREMENT (OTHER THAN THE REQUIREMENTS SET
FORTH IN CLAUSES (A)(IV), (A)(V), (A)(VI), (A)(VII), (A)(VIII), (A)(IX) AND
(A)(X) OF THE DEFINITION OF SUCH TERM, IN CLAUSE (B) OF THE DEFINITION OF SUCH
TERM TO THE EXTENT APPLICABLE TO EQUITY INTERESTS OF ANY SUBSIDIARY OWNED
DIRECTLY BY FLEET STREET IU USA, LAUREATE I BV, ICE OR ANY OTHER FOREIGN
SUBSIDIARY, IN CLAUSE (C) OF THE DEFINITION OF SUCH TERM TO THE EXTENT
APPLICABLE TO INDEBTEDNESS OWED TO ICE, IN CLAUSE (D) OF THE DEFINITION OF SUCH
TERM TO THE EXTENT APPLICABLE TO ANY FOREIGN PLEDGE AGREEMENT (OTHER THAN THE
FLEET STREET IU NETHERLANDS PLEDGE AGREEMENT (COMPANY)), OR IN CLAUSE (E) OF THE
DEFINITION OF SUCH TERM TO THE EXTENT APPLICABLE TO REQUIREMENTS REFERRED TO
ABOVE IN THIS PARENTHETICAL) SHALL BE SATISFIED.
(F) THE FACILITY AGENT SHALL HAVE RECEIVED A COMPLETED PERFECTION CERTIFICATE
DATED THE US TRANCHE EFFECTIVE DATE AND SIGNED BY A FINANCIAL OFFICER OF THE
COMPANY, TOGETHER WITH ALL ATTACHMENTS CONTEMPLATED THEREBY, INCLUDING THE
RESULTS OF A SEARCH OF THE UNIFORM COMMERCIAL CODE (OR EQUIVALENT) FILINGS MADE
WITH RESPECT TO THE COMPANY AND EACH US MATERIAL SUBSIDIARY IN THE JURISDICTIONS
CONTEMPLATED BY THE PERFECTION CERTIFICATE AND COPIES OF THE FINANCING
STATEMENTS (OR SIMILAR DOCUMENTS) DISCLOSED BY SUCH SEARCH AND EVIDENCE
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT THAT THE LIENS INDICATED BY
SUCH FINANCING STATEMENTS (OR SIMILAR DOCUMENTS) ARE PERMITTED BY SECTION 6.02
OR HAVE BEEN RELEASED.
65
(G) THE FACILITY AGENT SHALL HAVE RECEIVED ALL FEES AND OTHER AMOUNTS DUE AND
PAYABLE ON OR PRIOR TO THE US TRANCHE EFFECTIVE DATE, INCLUDING, TO THE EXTENT
INVOICED, REIMBURSEMENT OR PAYMENT OF ALL OUT-OF-POCKET EXPENSES (INCLUDING
FEES, CHARGES AND DISBURSEMENTS OF COUNSEL) REQUIRED TO BE REIMBURSED OR PAID BY
THE COMPANY HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT.
(H) THE EXISTING CREDIT AGREEMENT AND THE COMMITMENTS THEREUNDER SHALL HAVE BEEN
TERMINATED, THE LOANS AND OTHER AMOUNTS OUTSTANDING OR PAYABLE THEREUNDER SHALL
HAVE BEEN PAID IN FULL AND ALL LETTERS OF CREDIT OUTSTANDING THEREUNDER SHALL
HAVE EXPIRED OR BEEN TERMINATED OR ARRANGEMENTS SHALL HAVE BEEN MADE FOR SUCH
LETTERS OF CREDIT TO BECOME EXISTING LETTERS OF CREDIT.
(I) THE LENDERS SHALL HAVE RECEIVED ALL DOCUMENTATION AND OTHER INFORMATION
REASONABLY REQUESTED BY THE LENDERS OR THE FACILITY AGENT UNDER APPLICABLE "KNOW
YOUR CUSTOMER" AND ANTI-MONEY LAUNDERING RULES AND REGULATIONS, INCLUDING THE
USA PATRIOT ACT.
The Facility Agent shall notify the Company and the Lenders of the US Tranche
Effective Date, and such notice shall be conclusive and binding. Notwithstanding
the foregoing, the obligations of the Lenders to make US Tranche Revolving Loans
and of the Issuing Bank to issue US Tranche Letters of Credit hereunder shall
not become effective unless each of the foregoing conditions is satisfied (or
waived pursuant to Section 11.02) at or prior to 5:00 p.m., New York City time,
on August 18, 2006 (and, in the event such conditions are not so satisfied or
waived, the Commitments shall terminate at such time).
SECTION