SWISS BORROWER HAS DEBT OWING TO NO MORE THAN TWENTY (20) LENDERS THAT ARE
NOT QUALIFYING BANKS, INCLUDING FOR THE PURPOSE OF THIS SECTION 3.13 ANY SUCH
DEBT OWING TO AFFILIATES OF SUCH SWISS BORROWER.
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 HAS BEEN
SATISFIED (OR WAIVED IN ACCORDANCE WITH SECTION 11.02):
(A)
THE ADMINISTRATIVE 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 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.
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(B)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED FAVORABLE WRITTEN OPINIONS
(ADDRESSED TO THE ADMINISTRATIVE AGENT AND THE LENDERS AND DATED THE EFFECTIVE
DATE) OF (I) SIDLEY AUSTIN LLP, SPECIAL COUNSEL FOR THE COMPANY, SUBSTANTIALLY
IN THE FORM OF EXHIBIT E-1, AND (II) THE ASSOCIATE GENERAL COUNSEL OF THE
COMPANY, SUBSTANTIALLY IN THE FORM OF EXHIBIT E-2.
EACH LOAN PARTY HEREBY
REQUESTS SUCH COUNSEL TO DELIVER SUCH OPINIONS.
(C)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED SUCH DOCUMENTS AND
CERTIFICATES AS THE ADMINISTRATIVE AGENT OR ITS COUNSEL MAY REASONABLY REQUEST
RELATING TO THE FORMATION, EXISTENCE AND GOOD STANDING OF THE LOAN PARTIES AND
THE AUTHORIZATION OF THE TRANSACTIONS, ALL IN FORM AND SUBSTANCE SATISFACTORY TO
THE ADMINISTRATIVE AGENT AND ITS COUNSEL.
(D)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED (I) A CERTIFICATE, DATED THE
EFFECTIVE DATE AND SIGNED BY THE CHIEF FINANCIAL OFFICER OF THE COMPANY,
CONFIRMING THAT ALL THE CONDITIONS SET FORTH IN THIS SECTION 4.01 AND IN
PARAGRAPHS (A) AND (B) OF SECTION 4.02 HAVE BEEN SATISFIED.
(E)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED ALL FEES AND OTHER AMOUNTS DUE
AND PAYABLE ON OR PRIOR TO THE EFFECTIVE DATE, INCLUDING, TO THE EXTENT AN
INVOICE WITH RESPECT THERETO SHALL HAVE BEEN RECEIVED BY THE COMPANY NOT FEWER
THAN FIVE BUSINESS DAYS (OR SUCH LESSER NUMBER OF DAYS AS THE COMPANY SHALL
AGREE) PRIOR TO THE EFFECTIVE DATE, REIMBURSEMENT OR PAYMENT OF ALL
OUT-OF-POCKET EXPENSES REQUIRED TO BE REIMBURSED OR PAID BY THE COMPANY
HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT.
(F)
THE GUARANTEE REQUIREMENT SHALL BE SATISFIED.
(G)
THE COMPANY SHALL HAVE (I) REPAID IN FULL THE PRINCIPAL OF, AND INTEREST
ACCRUED ON, ALL LOANS (OTHER THAN JAPANESE TRANCHE REVOLVING LOANS) AND LC
DISBURSEMENTS (EACH AS DEFINED IN THE EXISTING CREDIT AGREEMENT) OUTSTANDING
UNDER THE EXISTING CREDIT AGREEMENT ON THE EFFECTIVE DATE, TOGETHER WITH ALL
OTHER AMOUNTS ACCRUED AND UNPAID THEREUNDER AND (II) PAID ALL ACCRUED AND UNPAID
FEES AND EXPENSES SUBJECT TO PAYMENT OR REIMBURSEMENT UNDER THE EXISTING CREDIT
AGREEMENT.
ALL LETTERS OF CREDIT (AS DEFINED IN THE EXISTING CREDIT AGREEMENT)
ISSUED UNDER THE EXISTING CREDIT AGREEMENT SHALL BE TERMINATED OR SHALL