TO ANY OTHER PERSON, SUBJECT TO LIENS PERMITTED UNDER
SECTION 6.02.
(C)
EACH CREDIT SUPPORT DOCUMENT OTHER THAN THE US GUARANTEE AND COLLATERAL
AGREEMENT AND THE WALDEN COLLATERAL AGREEMENT THAT PURPORTS TO CREATE A SECURITY
INTEREST IN ANY COLLATERAL, WHEN EXECUTED AND DELIVERED, WILL BE EFFECTIVE UNDER
APPLICABLE LAW TO CREATE IN FAVOR OF THE COLLATERAL AGENT FOR THE RATABLE
BENEFIT OF THE APPLICABLE SECURED PARTIES A VALID AND ENFORCEABLE SECURITY
INTEREST IN THE COLLATERAL SUBJECT THERETO, AND WILL CONSTITUTE A FULLY
PERFECTED LIEN ON AND SECURITY INTEREST IN ALL RIGHT, TITLE AND INTEREST OF THE
APPLICABLE CREDIT PARTIES IN THE COLLATERAL SUBJECT THERETO, PRIOR AND SUPERIOR
TO THE RIGHTS OF ANY OTHER PERSON, EXCEPT FOR RIGHTS SECURED BY LIENS EXPRESSLY
PERMITTED BY SECTION 6.02.
ARTICLE IV
CONDITIONS
SECTION 4.01. US TRANCHE EFFECTIVE DATE.
THE OBLIGATIONS OF THE US TRANCHE
LENDERS TO MAKE US TRANCHE REVOLVING LOANS AND OF THE ISSUING BANK TO ISSUE US
TRANCHE 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 11.02):
(A) THE FACILITY AGENT (OR ITS COUNSEL) SHALL HAVE RECEIVED FROM EACH PARTY
HERETO EITHER (I) A COUNTERPART OF THIS AGREEMENT SIGNED ON BEHALF OF SUCH PARTY
OR (II) WRITTEN EVIDENCE SATISFACTORY TO THE FACILITY AGENT (WHICH MAY INCLUDE
TELECOPY TRANSMISSION OF A SIGNED SIGNATURE PAGE OF THIS AGREEMENT) THAT SUCH
PARTY HAS SIGNED A COUNTERPART OF THIS AGREEMENT.
(B) THE FACILITY AGENT SHALL HAVE RECEIVED FAVORABLE WRITTEN OPINIONS (ADDRESSED
TO THE AGENTS AND THE LENDERS AND DATED THE US TRANCHE EFFECTIVE DATE) OF
(I) DLA PIPER RUDNICK GRAY CARY US LLP, COUNSEL FOR THE CREDIT
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PARTIES, SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1, (II) HOUTHOFF BURUMA, DUTCH
COUNSEL FOR THE COMPANY, SUBSTANTIALLY IN THE FORM OF EXHIBIT D-2 AND
(III) ROBERT W. ZENTZ, GENERAL COUNSEL OF THE COMPANY, SUBSTANTIALLY IN THE FORM
OF EXHIBIT D-3.
THE APPLICABLE CREDIT PARTIES HEREBY REQUEST SUCH COUNSEL TO
DELIVER SUCH OPINIONS.
(C) THE FACILITY AGENT SHALL HAVE RECEIVED SUCH DOCUMENTS AS THE FACILITY AGENT
OR ITS COUNSEL MAY REASONABLY REQUEST RELATING TO (I) THE ORGANIZATION,
EXISTENCE AND GOOD STANDING OF THE COMPANY AND EACH SUBSIDIARY PARTY TO A CREDIT
SUPPORT DOCUMENT APPLICABLE TO THE US TRANCHE (SUCH SUBSIDIARIES, TOGETHER WITH
THE COMPANY, THE "US TRANCHE CREDIT PARTIES" AND SUCH DOCUMENTS, TOGETHER WITH
THIS AGREEMENT, THE "US TRANCHE CREDIT DOCUMENTS") (II) THE AUTHORIZATION OF THE
TRANSACTIONS APPLICABLE TO THE US TRANCHE AND (III) ANY OTHER LEGAL MATTERS
RELATING TO THE US TRANCHE CREDIT PARTIES, THE US TRANCHE CREDIT DOCUMENTS OR
THE TRANSACTIONS REFERRED TO ABOVE, ALL IN FORM AND SUBSTANCE SATISFACTORY TO
THE FACILITY AGENT AND ITS COUNSEL.
(D) THE FACILITY AGENT SHALL HAVE RECEIVED A CERTIFICATE, DATED THE US TRANCHE
EFFECTIVE DATE AND SIGNED BY THE PRESIDENT, A VICE PRESIDENT OR A FINANCIAL
OFFICER OF THE COMPANY, CONFIRMING COMPLIANCE WITH THE CONDITIONS SET FORTH IN
PARAGRAPHS (A) AND (B) OF SECTION 4.03 AND PARAGRAPHS (E) AND (G) OF