THE SAME OR SIMILAR
LOCATIONS.
44
SECTION 3.17.
SECURITY INTEREST IN COLLATERAL.
THE PROVISIONS OF THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS CREATE LEGAL AND VALID LIENS ON ALL THE
COLLATERAL IN FAVOR OF THE ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE HOLDERS
OF SECURED OBLIGATIONS, AND SUCH LIENS CONSTITUTE PERFECTED AND CONTINUING LIENS
ON THE COLLATERAL, (TO THE EXTENT, IN THE CASE OF ASSETS COVERED BY THE SECURITY
AGREEMENT, THAT THE COLLATERAL CONSISTS OF THE TYPE OF PROPERTY IN WHICH A
SECURITY INTEREST MAY BE PERFECTED BY POSSESSION OR CONTROL, BY FILING A
FINANCING STATEMENT UNDER THE UCC AS ENACTED IN ANY RELEVANT JURISDICTION OR BY
A FILING OF A GRANT OF SECURITY INTEREST IN THE RESPECTIVE FORM ATTACHED TO THE
SECURITY AGREEMENT IN THE UNITED STATES PATENT AND TRADEMARK OFFICE OR IN THE
UNITED STATES COPYRIGHT OFFICE, IN EACH CASE AS AND TO THE EXTENT PROVIDED IN
THE SECURITY AGREEMENT) SECURING THE SECURED OBLIGATIONS, ENFORCEABLE AGAINST
THE APPLICABLE LOAN PARTY AND ALL THIRD PARTIES, AND HAVING PRIORITY OVER ALL
OTHER LIENS ON THE COLLATERAL EXCEPT IN THE CASE OF (A) PERMITTED ENCUMBRANCES,
TO THE EXTENT ANY SUCH PERMITTED ENCUMBRANCES WOULD HAVE PRIORITY OVER THE LIENS
IN FAVOR OF THE ADMINISTRATIVE AGENT PURSUANT TO ANY APPLICABLE LAW AND (B)
LIENS PERFECTED ONLY BY POSSESSION TO THE EXTENT THE ADMINISTRATIVE AGENT HAS
NOT OBTAINED OR DOES NOT MAINTAIN POSSESSION OF SUCH COLLATERAL.
ARTICLE IV
CONDITIONS
SECTION 4.01.
EFFECTIVE DATE.
THE OBLIGATIONS OF THE LENDERS TO MAKE LOANS AND
OF THE ISSUING BANK TO ISSUE LETTERS OF CREDIT HEREUNDER SHALL NOT BECOME
EFFECTIVE UNTIL THE DATE ON WHICH EACH OF THE FOLLOWING CONDITIONS IS SATISFIED
(OR WAIVED IN ACCORDANCE WITH SECTION 9.02):
(A)
THE ADMINISTRATIVE AGENT (OR ITS COUNSEL) SHALL HAVE RECEIVED FROM (I) EACH
PARTY HERETO EITHER (A) A COUNTERPART OF THIS AGREEMENT SIGNED ON BEHALF OF SUCH
PARTY OR (B) WRITTEN EVIDENCE SATISFACTORY TO THE ADMINISTRATIVE AGENT (WHICH
MAY INCLUDE TELECOPY OR ELECTRONIC TRANSMISSION OF A SIGNED SIGNATURE PAGE OF
THIS AGREEMENT) THAT SUCH PARTY HAS SIGNED A COUNTERPART OF THIS AGREEMENT AND
(II) DULY EXECUTED COPIES OF THE LOAN DOCUMENTS AND SUCH OTHER LEGAL OPINIONS,
CERTIFICATES, DOCUMENTS, INSTRUMENTS AND AGREEMENTS AS THE ADMINISTRATIVE AGENT
SHALL REASONABLY REQUEST IN CONNECTION WITH THE TRANSACTIONS, ALL IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT AND ITS COUNSEL
AND AS FURTHER DESCRIBED IN THE LIST OF CLOSING DOCUMENTS ATTACHED AS EXHIBIT E.
(B)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A FAVORABLE WRITTEN OPINION
(ADDRESSED TO THE ADMINISTRATIVE AGENT AND THE LENDERS AND DATED THE EFFECTIVE
DATE) OF (I) WHITE & CASE LLP, COUNSEL FOR THE LOAN PARTIES, SUBSTANTIALLY IN
THE FORM OF EXHIBIT B-1 AND (II) PETER MILLONES, GENERAL COUNSEL TO THE BORROWER
SUBSTANTIALLY IN THE FORM OF EXHIBIT B-2, AND COVERING SUCH OTHER MATTERS
RELATING TO THE LOAN PARTIES, THE LOAN DOCUMENTS OR THE TRANSACTIONS AS THE
ADMINISTRATIVE AGENT SHALL REASONABLY REQUEST.
THE BORROWER HEREBY REQUESTS
SUCH COUNSEL TO DELIVER SUCH OPINION.
(C)
THE ADMINISTRATIVE AGENT SHALL HAVE