BE
FUNDED OR INSURED ON AN ONGOING BASIS TO THE EXTENT REQUIRED BY APPLICABLE
NON-U.S. LAW (USING ACTUARIAL METHODS AND ASSUMPTIONS WHICH ARE CONSISTENT WITH
THE VALUATIONS LAST FILED WITH THE APPLICABLE GOVERNMENTAL AUTHORITIES); (F) ANY
FACTS THAT, TO THE BEST KNOWLEDGE OF THE BORROWER OR ANY OF ITS RESTRICTED
SUBSIDIARIES, EXIST THAT WOULD REASONABLY BE EXPECTED TO GIVE RISE TO A DISPUTE
AND ANY PENDING OR THREATENED DISPUTES THAT, TO THE BEST KNOWLEDGE OF THE
BORROWER OR ANY OF ITS RESTRICTED SUBSIDIARIES, WOULD REASONABLY BE EXPECTED TO
RESULT IN A MATERIAL LIABILITY TO THE BORROWER OR ANY OF ITS RESTRICTED
SUBSIDIARIES CONCERNING THE ASSETS OF ANY FOREIGN PLAN (OTHER THAN INDIVIDUAL
CLAIMS FOR THE PAYMENT OF BENEFITS); AND
85
(G) FAILURE TO MAKE ALL CONTRIBUTIONS IN A TIMELY MANNER TO THE EXTENT REQUIRED
BY APPLICABLE NON-U.S. LAW.
4.14
COLLATERAL.
UPON EXECUTION AND DELIVERY THEREOF
BY THE PARTIES THERETO, THE GUARANTEE AND COLLATERAL AGREEMENT, THE SECURITY
AGREEMENT AND THE MORTGAGES, IF ANY, WILL BE EFFECTIVE TO CREATE (TO THE EXTENT
DESCRIBED THEREIN) IN FAVOR OF THE COLLATERAL AGENT FOR THE BENEFIT OF THE
SECURED PARTIES, A LEGAL, VALID AND ENFORCEABLE SECURITY INTEREST IN THE
COLLATERAL DESCRIBED THEREIN, EXCEPT AS MAY BE LIMITED BY APPLICABLE DOMESTIC OR
FOREIGN BANKRUPTCY, INSOLVENCY, FRAUDULENT CONVEYANCE, REORGANIZATION,
MORATORIUM AND OTHER SIMILAR LAWS RELATING TO OR AFFECTING CREDITORS' RIGHTS
GENERALLY, GENERAL EQUITABLE PRINCIPLES (WHETHER CONSIDERED IN A PROCEEDING IN
EQUITY OR AT LAW) AND AN IMPLIED COVENANT OF GOOD FAITH AND FAIR DEALING.
WHEN
(A) THE ACTIONS SPECIFIED IN SCHEDULE 3 TO THE GUARANTEE AND COLLATERAL
AGREEMENT HAVE BEEN DULY TAKEN, (B) ALL APPLICABLE INSTRUMENTS, CHATTEL PAPER
AND DOCUMENTS (EACH AS DESCRIBED THEREIN) A SECURITY INTEREST IN WHICH IS
PERFECTED BY POSSESSION HAVE BEEN DELIVERED TO, AND/OR ARE IN THE CONTINUED
POSSESSION OF, THE COLLATERAL AGENT, (C) ALL ELECTRONIC CHATTEL PAPER AND
PLEDGED STOCK (AS DEFINED IN THE GUARANTEE AND COLLATERAL AGREEMENT) A SECURITY
INTEREST IN WHICH IS REQUIRED TO BE OR IS PERFECTED BY "CONTROL" (AS DESCRIBED
IN THE UCC) ARE UNDER THE "CONTROL" OF THE COLLATERAL AGENT OR THE
ADMINISTRATIVE AGENT, AS AGENT FOR THE COLLATERAL AGENT AND AS DIRECTED BY THE
COLLATERAL AGENT AND (D) THE MORTGAGES, IF ANY, HAVE BEEN DULY RECORDED, THE
SECURITY INTERESTS GRANTED PURSUANT THERETO SHALL CONSTITUTE (TO THE EXTENT
DESCRIBED THEREIN) A PERFECTED SECURITY INTEREST IN, ALL RIGHT, TITLE AND
INTEREST OF EACH PLEDGOR OR MORTGAGOR (AS APPLICABLE) PARTY THERETO IN THE
COLLATERAL DESCRIBED THEREIN (EXCLUDING COMMERCIAL TORT CLAIMS, AS DEFINED IN
THE GUARANTEE AND COLLATERAL AGREEMENT, OTHER THAN SUCH COMMERCIAL TORT CLAIMS
SET FORTH ON SCHEDULE 7 THERETO (IF ANY)) WITH RESPECT TO SUCH PLEDGOR.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, CAPITALIZED TERMS THAT
ARE USED IN THIS SUBSECTION 4.14 AND NOT DEFINED IN THIS AGREEMENT ARE SO USED
AS DEFINED IN THE APPLICABLE SECURITY DOCUMENT.
4.15
INVESTMENT COMPANY ACT; OTHER REGULATIONS.
THE
BORROWER IS NOT AN "INVESTMENT COMPANY" WITHIN THE MEANING OF THE INVESTMENT
COMPANY ACT.
THE BORROWER IS NOT SUBJECT TO REGULATION UNDER