GUARANTOR UNDER THE REVOLVING FACILITY, AND THE
REQUIREMENTS OF THE COVENANT SET FORTH IN SECTION 6.15 SHALL HAVE BEEN
SATISFIED.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A
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COMPLETED PERFECTION CERTIFICATE, DATED THE FUNDING DATE AND DULY EXECUTED BY A
RESPONSIBLE OFFICER OF THE BORROWER, TOGETHER WITH ALL ATTACHMENTS CONTEMPLATED
THEREBY, INCLUDING RESULTS OF A SEARCH OF THE UNIFORM COMMERCIAL CODE (OR
EQUIVALENT) FILINGS MADE WITH RESPECT TO THE LOAN PARTIES IN THE JURISDICTIONS
CONTEMPLATED BY THE PERFECTION CERTIFICATE AND WITH COPIES OF THE FINANCING
STATEMENTS (OR SIMILAR DOCUMENTS) DISCLOSED BY SUCH SEARCH AND EVIDENCE
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT THAT THE LIENS INDICATED BY
SUCH FINANCING STATEMENTS (OR SIMILAR DOCUMENT) ARE PERMITTED UNDER SECTION 6.02
OR HAVE BEEN, OR SUBSTANTIALLY CONTEMPORANEOUSLY WITH THE FUNDING DATE WILL BE,
RELEASED.
(G)
NONE OF THE MORTGAGED PROPERTIES SHALL BE SUBJECT TO ANY LIEN OTHER THAN
THOSE EXPRESSLY PERMITTED UNDER SECTION 6.02 AND OTHER ENCUMBRANCES PERMITTED BY
THE RELEVANT MORTGAGE.
(H)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED COPIES OF, OR AN INSURANCE
BROKER'S OR AGENT'S CERTIFICATE AS TO COVERAGE UNDER, THE INSURANCE POLICIES
REQUIRED BY SECTION 5.02 AND THE APPLICABLE PROVISIONS OF THE SECURITY
DOCUMENTS, EACH OF WHICH POLICIES SHALL BE ENDORSED OR OTHERWISE AMENDED TO
INCLUDE A LOSS PAYABLE ENDORSEMENT WITH RESPECT TO THE COLLATERAL AND TO NAME
THE ADMINISTRATIVE AGENT AS ADDITIONAL INSURED, IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT.
(I)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED (I) AN UNAUDITED PRO FORMA
CONSOLIDATED BALANCE SHEET OF THE BORROWER AND THE SUBSIDIARIES AS OF THE LAST
DAY OF THE MOST RECENT FISCAL QUARTER FOR WHICH FINANCIAL STATEMENTS ARE
PUBLICLY AVAILABLE, ADJUSTED TO GIVE PRO FORMA EFFECT TO THE IMPLEMENTATION OF
THE PLAN OF REORGANIZATION, THE CONSUMMATION OF THE TRANSACTIONS AND THE ENTRY
INTO AND ANY BORROWINGS ON THE FUNDING DATE UNDER THE REVOLVING FACILITY AS IF
SUCH TRANSACTION HAD OCCURRED ON SUCH DATE, WHICH, IN EACH CASE, SHALL BE
PREPARED IN GOOD FAITH AND BASED UPON REASONABLE ASSUMPTIONS AND (II) A
CERTIFICATE, DATED THE FUNDING DATE AND SIGNED BY A FINANCIAL OFFICER OF THE
BORROWER, CERTIFYING THAT AS OF THE FUNDING DATE, THE BORROWER AND ITS
SUBSIDIARIES HAVE NOT INCURRED ANY MATERIAL LIABILITIES NOT REFLECTED IN SUCH
PRO FORMA CONSOLIDATED BALANCE SHEET, OTHER THAN LIABILITIES INCURRED IN THE
ORDINARY COURSE OF BUSINESS.
(J)
THE BANKRUPTCY COURT SHALL HAVE ENTERED AN ORDER CONFIRMING THE PLAN OF
REORGANIZATION, WHICH ORDER (THE "CONFIRMATION ORDER") (I) SHALL BE IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT, (II) SHALL
AUTHORIZE THIS AGREEMENT AND THE TRANSACTIONS AND THE REVOLVING FACILITY AND
(III) SHALL BE IN FULL FORCE AND EFFECT AND SHALL NOT HAVE BEEN REVERSED OR
MODIFIED AND SHALL NOT BE STAYED.
THE EFFECTIVE DATE OF THE PLAN OF
REORGANIZATION SHALL HAVE OCCURRED (AND ALL CONDITIONS PRECEDENT THERETO AS SET
FORTH THEREIN SHALL HAVE BEEN SATISFIED (OR SHALL BE CONCURRENTLY SATISFIED) OR
WAIVED PURSUANT TO THE TERMS OF THE PLAN OF REORGANIZATION) AND THE FUNDING DATE
MERGER SHALL HAVE BEEN CONSUMMATED.