ON REGISTERED TRADEMARKS AND PATENTS, TRADEMARK AND
PATENT APPLICATIONS AND REGISTERED COPYRIGHTS ACQUIRED BY THE GRANTORS AFTER THE
DATE HEREOF.
(C)
THE MORTGAGES ENTERED INTO ON THE CLOSING DATE AND THE MORTGAGES, IF ANY,
ENTERED INTO AFTER THE CLOSING DATE PURSUANT TO SECTION 5.12 SHALL BE EFFECTIVE
TO CREATE IN FAVOR OF THE COLLATERAL AGENT, FOR THE RATABLE BENEFIT OF THE
SECURED PARTIES, A LEGAL, VALID AND ENFORCEABLE LIEN ON ALL OF THE LOAN PARTIES'
RIGHT, TITLE AND INTEREST IN AND TO THE MORTGAGED PROPERTY THEREUNDER AND THE
PROCEEDS THEREOF, AND WHEN SUCH MORTGAGES ARE FILED IN THE PROPER REAL ESTATE
FILING OFFICES, SUCH MORTGAGES SHALL CONSTITUTE A PERFECTED SECURITY INTEREST
IN, ALL RIGHT, TITLE AND INTEREST OF LOAN PARTIES IN SUCH MORTGAGED PROPERTY AND
THE PROCEEDS THEREOF, AS SECURITY FOR THE OBLIGATIONS, IN EACH CASE SUBJECT TO
NO OTHER LIEN OTHER THAN LIENS PERMITTED UNDER SECTION 6.02.
ARTICLE IV
CONDITIONS
This Agreement shall not become effective until the date on which each of the
following conditions is satisfied (or waived in accordance with Section 9.02):
44
(A)
THE ADMINISTRATIVE AGENT (OR ITS COUNSEL) SHALL HAVE RECEIVED FROM
THE BORROWER, THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT A COUNTERPART OF
THIS AGREEMENT SIGNED ON BEHALF OF SUCH PARTY.
(B)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A WRITTEN OPINION OF
(I) BALLARD SPAHR LLP, COUNSEL FOR THE BORROWER, AND (II) FULBRIGHT & JAWORSKI
L.L.P., COUNSEL FOR THE BORROWER, SUBSTANTIALLY IN THE FORM OF EXHIBITS B-1 AND
B-2 RESPECTIVELY.
THE BORROWER HEREBY REQUESTS EACH SUCH COUNSEL TO DELIVER
SUCH OPINIONS.
(C)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED SUCH CUSTOMARY
DOCUMENTS AND CERTIFICATES FOR FINANCING TRANSACTIONS OF THE TYPE CONTEMPLATED
BY THIS AGREEMENT AS THE ADMINISTRATIVE AGENT OR ITS COUNSEL MAY REASONABLY
REQUEST RELATING TO THE ORGANIZATION, EXISTENCE AND GOOD STANDING OF EACH LOAN
PARTY, THE AUTHORIZATION OF THE FINANCING TRANSACTIONS, THE REORGANIZATION PLAN
AND ANY OTHER LEGAL MATTERS RELATING TO THE LOAN PARTIES, THE LOAN DOCUMENTS,
THE FINANCING TRANSACTIONS OR THE REORGANIZATION PLAN, ALL IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT.
(D)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A CERTIFICATE, DATED
THE CLOSING DATE AND SIGNED BY THE PRESIDENT, A VICE PRESIDENT OR A FINANCIAL
OFFICER OF THE BORROWER, CONFIRMING THAT (I) THE REPRESENTATIONS AND WARRANTIES
OF EACH LOAN PARTY SET FORTH IN THE LOAN DOCUMENTS ARE TRUE AND CORRECT IN ALL
MATERIAL RESPECTS ON AND AS OF THE CLOSING DATE AND (II) AT THE TIME OF AND
IMMEDIATELY AFTER GIVING EFFECT TO THE FINANCING TRANSACTIONS, NO DEFAULT SHALL
HAVE OCCURRED AND BE CONTINUING.
(E)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED ALL FEES AND OTHER
AMOUNTS DUE AND PAYABLE ON OR PRIOR TO THE CLOSING DATE, INCLUDING, TO THE
EXTENT INVOICED, REIMBURSEMENT OR PAYMENT OF ALL REASONABLE OUT-OF-POCKET
EXPENSES (INCLUDING REASONABLE INVOICED FEES, CHARGES AND DISBURSEMENTS OF
COUNSEL) REQUIRED TO BE REIMBURSED OR PAID BY ANY LOAN PARTY HEREUNDER, OR UNDER
ANY OTHER LOAN DOCUMENT OR THE REORGANIZATION PLAN.
(F)
EXCEPT AS SET FORTH ON SCHEDULE 1.01C, THE