IN
THE MORTGAGED PROPERTIES AND THE PROCEEDS THEREOF, AS SECURITY FOR THE
OBLIGATIONS (AS DEFINED IN THE RELEVANT MORTGAGE), IN EACH CASE PRIOR AND
SUPERIOR IN RIGHT TO ANY OTHER PERSON, SUBJECT TO LIENS PERMITTED BY
SECTION 8.3.
(C)
EACH INTELLECTUAL PROPERTY SECURITY AGREEMENT IS EFFECTIVE TO
CREATE IN FAVOR OF THE ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE SECURED
PARTIES, A LEGAL, VALID AND ENFORCEABLE SECURITY INTEREST IN THE INTELLECTUAL
PROPERTY COLLATERAL DESCRIBED THEREIN AND THE PROCEEDS AND PRODUCTS THEREOF.
UPON THE FILING OF (I) EACH INTELLECTUAL PROPERTY SECURITY AGREEMENT IN THE
APPROPRIATE INDEXES OF THE UNITED STATES PATENT AND TRADEMARK OFFICE RELATIVE TO
PATENTS AND TRADEMARKS, AND THE UNITED STATES COPYRIGHT OFFICE RELATIVE TO
COPYRIGHTS, TOGETHER WITH PROVISION FOR PAYMENT OF ALL REQUISITE FEES, AND
(II) FINANCING STATEMENTS IN APPROPRIATE FORM FOR FILING IN THE OFFICES
SPECIFIED ON SCHEDULE 5.19(A), EACH INTELLECTUAL PROPERTY SECURITY AGREEMENT
SHALL CONSTITUTE A FULLY PERFECTED LIEN ON, AND SECURITY INTEREST IN, ALL RIGHT,
TITLE AND INTEREST OF THE LOAN PARTIES IN THE INTELLECTUAL PROPERTY COLLATERAL
AND THE PROCEEDS AND PRODUCTS THEREOF, AS SECURITY FOR THE OBLIGATIONS (AS
DEFINED IN THE GUARANTEE AND COLLATERAL AGREEMENT), IN EACH CASE PRIOR AND
SUPERIOR IN RIGHT TO ANY OTHER PERSON (EXCEPT LIENS PERMITTED BY SECTION 8.3).
SCHEDULE 1.1(A) LISTS, AS OF THE RESTATEMENT DATE, EACH PARCEL OF FEDERALLY
REGISTERED OR RECORDED INTELLECTUAL PROPERTY, INCLUDING INTELLECTUAL PROPERTY
FOR WHICH AN APPLICATION OR FILING HAS BEEN MADE OR IS PENDING IN THE UNITED
STATES, HELD BY ANY SUBSIDIARY OF HOLDINGS.
61
5.20.
Solvency.
The Loan Parties are, on a consolidated basis, and after
giving effect to the incurrence of all Indebtedness and obligations being
incurred in connection herewith will be and will continue to be, Solvent.
5.21.
Regulation H.
No Mortgage encumbers improved real property that is
located in an area that has been identified by the Secretary of Housing and
Urban Development as an area having special flood hazards and in which flood
insurance has been made available under the National Flood Insurance Act of 1968
(except any Mortgaged Properties as to which such flood insurance as required by
Regulation H has been obtained and is in full force and effect as required by
Section 6.1(k)(iv), assuming for such purpose that such Mortgaged Properties
were listed on Schedule 1.1(a) as of the Restatement Date).
SECTION 6.
CONDITIONS PRECEDENT
6.1.
Conditions to Restatement Date.
The agreement of each Lender to
make any Loan or other extension of credit requested to be made by it on the
Restatement Date, or to convert any Existing Term Loan into a Tranche B-2 Term
Loan, is subject to the satisfaction or waiver, prior to or concurrently with
the making of such extension of credit or conversion on the Restatement Date, of
the following conditions precedent:
(A)
LOAN DOCUMENTS.
ALL LEGAL MATTERS INCIDENT TO THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS SHALL BE SATISFACTORY TO THE ISSUING BANK AND TO THE
ADMINISTRATIVE AGENT, AND THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED (I) THIS
AGREEMENT,