OF PAYMENT BY BORROWERS OF ALL TITLE POLICY PREMIUMS,
SEARCH AND EXAMINATION CHARGES, AND RELATED CHARGES, MORTGAGE RECORDING TAXES,
FEES, CHARGES, COSTS AND EXPENSES REQUIRED FOR THE RECORDING OF THE MORTGAGES
AND ISSUANCE OF THE TITLE POLICIES REFERRED TO SUBPARAGRAPH (III) ABOVE;
(VI)
WITH RESPECT TO EACH REAL PROPERTY OR
MORTGAGED REAL PROPERTY, COPIES OF ALL LEASES IN WHICH BORROWERS OR ANY
SUBSIDIARY HOLDS THE LESSOR'S INTEREST OR OTHER AGREEMENTS RELATING TO
POSSESSORY INTERESTS, IF ANY.
TO THE EXTENT ANY OF THE FOREGOING AFFECT ANY
MORTGAGED REAL PROPERTY, SUCH AGREEMENT SHALL BE SUBORDINATE TO THE LIEN OF THE
MORTGAGE TO BE RECORDED AGAINST SUCH MORTGAGED REAL PROPERTY, EITHER EXPRESSLY
BY ITS TERMS OR PURSUANT TO A SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT
AGREEMENT, AND SHALL OTHERWISE BE ACCEPTABLE TO THE ADMINISTRATIVE AGENT;
(VII)
WITH RESPECT TO EACH MORTGAGED REAL PROPERTY,
BORROWERS AND EACH SUBSIDIARY SHALL HAVE MADE ALL NOTIFICATION, REGISTRATIONS
AND FILINGS, TO THE EXTENT REQUIRED BY, AND IN ACCORDANCE WITH, ALL GOVERNMENTAL
REAL PROPERTY DISCLOSURE REQUIREMENTS APPLICABLE TO SUCH MORTGAGED REAL
PROPERTY; AND
(VIII)
WITHIN SIXTY (60) DAYS AFTER THE CLOSING DATE,
SURVEYS WITH RESPECT TO EACH MORTGAGED REAL PROPERTY.
(P)
INSURANCE.
THE ADMINISTRATIVE AGENT SHALL
HAVE RECEIVED A COPY OF, OR A CERTIFICATE AS TO COVERAGE UNDER, THE INSURANCE
POLICIES REQUIRED BY SECTION 5.04 AND THE APPLICABLE PROVISIONS OF THE SECURITY
DOCUMENTS, EACH OF WHICH SHALL BE ENDORSED OR OTHERWISE AMENDED TO INCLUDE A
"STANDARD" OR "NEW YORK" LENDER'S LOSS PAYABLE ENDORSEMENT AND TO NAME THE
ADMINISTRATIVE AGENT AS ADDITIONAL INSURED, IN FORM AND SUBSTANCE SATISFACTORY
TO THE ADMINISTRATIVE AGENT.
(Q)
BORROWING BASE CERTIFICATE.
THE COLLATERAL
AGENT AND THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A BORROWING BASE
CERTIFICATE, DATED AS OF THE CLOSING DATE.
(R)
TAKE-OVER AUDIT.
WITHIN FIVE (5) DAYS
PRIOR TO THE CLOSING DATE, THE ADMINISTRATIVE AGENT'S AND COLLATERAL AGENT'S
STAFF SHALL HAVE CONDUCTED A SUPPLEMENTAL "TAKE-OVER AUDIT" WHICH SUPPORTS AND
CONFIRMS (I) THE CALCULATION OF THE INITIAL BORROWING BASE, (II) NO MATERIAL
CHANGE IN THE PROCEDURES SINCE THE DELIVERY OF THE INVENTORY APPRAISAL, (III) NO
MATERIAL CHANGE IN SALES, INVENTORY TURN OR THE LEVEL OF INVENTORY SINCE THE
DELIVERY OF THE INVENTORY APPRAISAL AND (IV) THE ACCURACY OF ALL REPRESENTATIONS
AND WARRANTIES SET FORTH HEREIN.
(S)
USA PATRIOT ACT.
THE LENDERS SHALL HAVE
RECEIVED, SUFFICIENTLY IN ADVANCE OF THE CLOSING DATE, ALL DOCUMENTATION AND
OTHER INFORMATION REQUIRED BY BANK REGULATORY AUTHORITIES UNDER APPLICABLE "KNOW
YOUR CUSTOMER" AND ANTI-MONEY LAUNDERING RULES AND REGULATIONS, INCLUDING
WITHOUT LIMITATION, THE UNITED STATES PATRIOT ACT (TITLE III OF PUB. L. 107-56
(SIGNED INTO LAW OCTOBER 26, 2001)) INCLUDING, WITHOUT LIMITATION, THE
INFORMATION DESCRIBED IN SECTION 11.15.
SECTION 4.02
CONDITIONS TO ALL CREDIT EXTENSIONS.
THE OBLIGATION OF EACH
LENDER AND EACH ISSUING BANK TO MAKE ANY CREDIT EXTENSION (INCLUDING THE INITIAL
CREDIT EXTENSION) SHALL BE SUBJECT TO, AND TO THE SATISFACTION OF, EACH OF THE
CONDITIONS PRECEDENT SET FORTH BELOW.
77
(A)
NOTICE.
THE ADMINISTRATIVE AGENT SHALL
HAVE RECEIVED A BORROWING REQUEST AS REQUIRED BY SECTION 2.03 (OR SUCH NOTICE
SHALL HAVE