ANY PROMISSORY NOTES, TOGETHER WITH EXECUTED AND UNDATED
ALLONGES; AND
(III)
CERTIFIED COPIES OF REQUESTS FOR INFORMATION OR COPIES (FORM UCC-11),
OR EQUIVALENT REPORTS AS OF A RECENT DATE, LISTING ALL EFFECTIVE FINANCING
STATEMENTS THAT NAME ANY CREDIT PARTY AS DEBTOR AND THAT ARE FILED IN THE
JURISDICTIONS WHERE THE APPLICABLE FINANCING STATEMENTS REFERRED TO IN CLAUSE
(I) ABOVE WILL BE FILED, TOGETHER WITH COPIES OF SUCH OTHER FINANCING STATEMENTS
THAT NAME ANY CREDIT PARTY AS DEBTOR IN ANY SUCH JURISDICTION (NONE OF WHICH
SHALL COVER ANY OF THE COLLATERAL EXCEPT (X) TO THE EXTENT EVIDENCING PERMITTED
LIENS OR (Y) THOSE IN RESPECT OF WHICH THE COLLATERAL AGENT SHALL HAVE RECEIVED
TERMINATION STATEMENTS (FORM UCC-3) (OR THE AUTHORITY TO FILE THE SAME) OR SUCH
OTHER TERMINATION STATEMENTS AS SHALL BE REQUIRED BY LOCAL LAW FULLY EXECUTED
FOR FILING).
(B)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED ABOVE IN THIS
SECTION 6.10 OR IN SECTION 6.04 OR IN FOLLOWING SECTION 6.18, TO THE EXTENT ANY
COLLATERAL IS NOT PROVIDED (OR ANY RELATED REQUIRED ACTIONS UNDER SECTION 6.04,
6.10 OR 6.18 ARE NOT TAKEN) ON THE INITIAL BORROWING DATE AFTER THE CREDIT
PARTIES' USE OF COMMERCIALLY REASONABLE EFFORTS TO DO SO OR WITHOUT UNDUE BURDEN
OR EXPENSE, THE DELIVERY OF SUCH COLLATERAL (AND THE TAKING OF THE RELATED
REQUIRED ACTIONS) SHALL NOT CONSTITUTE A CONDITION PRECEDENT TO THE EXTENSIONS
OF CREDIT UNDER THIS AGREEMENT ON THE INITIAL BORROWING DATE BUT SHALL INSTEAD
BE REQUIRED TO BE DELIVERED (OR TAKEN) AFTER THE INITIAL BORROWING DATE IN
ACCORDANCE WITH THE REQUIREMENTS OF SECTION 10.10, EXCEPT THAT (A) SUCH CREDIT
PARTY SHALL BE REQUIRED TO COMPLY WITH THE REQUIREMENTS OF SECTION 6.11,
(B) WITH RESPECT TO THE PERFECTION OF SECURITY INTERESTS IN UCC FILING
COLLATERAL, SUCH CREDIT PARTY SHALL BE OBLIGATED TO DELIVER OR CAUSE TO BE
DELIVERED, NECESSARY UCC FINANCING STATEMENTS TO THE ADMINISTRATIVE AGENT OR TO
IRREVOCABLY AUTHORIZE AND TO CAUSE THE APPLICABLE CREDIT PARTIES TO IRREVOCABLY
AUTHORIZE, THE ADMINISTRATIVE AGENT TO FILE NECESSARY UCC FINANCING STATEMENTS
AND (C) WITH RESPECT TO PERFECTION OF SECURITY INTERESTS IN STOCK CERTIFICATES,
SUCH CREDIT PARTY SHALL BE OBLIGATED TO USE COMMERCIALLY REASONABLE EFFORTS TO
DELIVER TO THE ADMINISTRATIVE AGENT STOCK CERTIFICATES TOGETHER WITH UNDATED
STOCK POWERS IN BLANK, IT BEING UNDERSTOOD AND AGREED THAT PERFECTED SECURITY
INTERESTS IN ALL SHARES PURCHASED BY THE BORROWER PURSUANT TO THE EXCHANGE OFFER
SHALL BE REQUIRED TO BE PROVIDED ON THE INITIAL BORROWING DATE.
For the avoidance of doubt, it is understood and agreed that Target and its
Wholly-Owned Domestic Subsidiaries shall not be required to become Subsidiary
Guarantors on the Initial Borrowing Date, but shall only be required to do so
after the Merger Closing Date in accordance with the requirements of
Section 10.10.
6.11.
Regulation U.
On the Initial Borrowing Date, the Borrower shall
have delivered to each Lender a duly completed and executed (by the Borrower)
Form FR U-1 or FR G-3, as applicable, referred to in Regulation U.
On the
Initial Borrowing Date, each Lender shall be