BY COMPANY
AND ITS SUBSIDIARIES IN SUBSTANTIALLY THE SAME MANNER AS CONDUCTED PRIOR TO THE
CLOSING DATE.
EACH SUCH GOVERNMENTAL AUTHORIZATION AND CONSENT SHALL BE IN FULL
FORCE AND EFFECT, EXCEPT IN A CASE WHERE THE FAILURE TO OBTAIN OR MAINTAIN A
GOVERNMENTAL AUTHORIZATION OR CONSENT, EITHER INDIVIDUALLY OR IN THE AGGREGATE,
COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
NO
ACTION, REQUEST FOR STAY, PETITION FOR REVIEW OR REHEARING, RECONSIDERATION, OR
APPEAL WITH RESPECT TO ANY OF THE FOREGOING SHALL BE PENDING, AND THE TIME FOR
ANY APPLICABLE GOVERNMENT AUTHORITY TO TAKE ACTION TO SET ASIDE ITS CONSENT ON
ITS OWN MOTION SHALL HAVE EXPIRED.
J.
COMPLETION OF PROCEEDINGS.
ALL CORPORATE AND OTHER PROCEEDINGS
TAKEN OR TO BE TAKEN IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY AND
ALL DOCUMENTS INCIDENTAL THERETO NOT PREVIOUSLY FOUND ACCEPTABLE BY
ADMINISTRATIVE AGENT AND LENDERS SHALL BE REASONABLY SATISFACTORY IN FORM AND
SUBSTANCE TO ADMINISTRATIVE AGENT AND LENDERS, AND ADMINISTRATIVE AGENT AND
LENDERS SHALL HAVE RECEIVED ALL SUCH COUNTERPART ORIGINALS OR CERTIFIED COPIES
OF SUCH DOCUMENTS AS ADMINISTRATIVE AGENT AND LENDERS MAY REASONABLY REQUEST.
K.
CLOSING DATE MORTGAGES AND TERMINATION OF MORTGAGES SECURING
EXISTING CREDIT DOCUMENTS.
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED FROM
COMPANY AND EACH APPLICABLE DOMESTIC SUBSIDIARY (I) FULLY EXECUTED AND NOTARIZED
CLOSING DATE MORTGAGES, IN PROPER FORM FOR RECORDING IN ALL APPROPRIATE PLACES
IN ALL APPLICABLE JURISDICTIONS AND (II) WITH RESPECT TO EACH CLOSING DATE
MORTGAGED PROPERTY, ALTA MORTGAGEE TITLE INSURANCE POLICIES ASSURING
ADMINISTRATIVE AGENT THAT THE APPLICABLE CLOSING DATE MORTGAGES, CREATE VALID
AND ENFORCEABLE FIRST PRIORITY MORTGAGE LIENS ON THE RESPECTIVE CLOSING DATE
MORTGAGED PROPERTIES ENCUMBERED THEREBY, SUBJECT ONLY TO A STANDARD SURVEY
EXCEPTION, ANY PERMITTED ENCUMBRANCES, OTHER LIENS PERMITTED HEREUNDER AND ANY
MATTERS OF RECORD RELATING TO SUCH CLOSING DATE MORTGAGED PROPERTY APPROVED BY
ADMINISTRATIVE AGENT AND LENDERS, ALL OF THE FOREGOING IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO ADMINISTRATIVE AGENT AND LENDERS.
ADMINISTRATIVE
AGENT AND LENDERS SHALL HAVE RECEIVED EVIDENCE SATISFACTORY TO THEM THAT THE
MORTGAGES SECURING THE OBLIGATIONS UNDER THE EXISTING CREDIT DOCUMENTS SHALL
HAVE BEEN RELEASED.
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WITHOUT LIMITING THE GENERALITY OF THE PROVISIONS OF SUBSECTION 9.2C, FOR
PURPOSES OF DETERMINING COMPLIANCE WITH THE CONDITIONS SPECIFIED IN THIS
SUBSECTION 4.1, EACH LENDER THAT HAS SIGNED THIS AGREEMENT SHALL BE DEEMED TO
HAVE CONSENTED TO, APPROVED OR ACCEPTED OR TO BE SATISFIED WITH, EACH DOCUMENT
OR OTHER MATTER REQUIRED THEREUNDER TO BE CONSENTED TO OR APPROVED BY OR
ACCEPTABLE OR SATISFACTORY TO A LENDER UNLESS ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED NOTICE FROM SUCH LENDER PRIOR TO THE PROPOSED CLOSING DATE SPECIFYING
ITS OBJECTION THERETO.
4.2
CONDITIONS TO ALL LOANS.
The obligation of each Lender to make its Loans on each Funding Date are subject
to the following further conditions precedent:
A.
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED BEFORE THAT FUNDING DATE,
IN ACCORDANCE WITH THE PROVISIONS OF SUBSECTION 2.1B, A DULY EXECUTED NOTICE OF
BORROWING OR NOTICE OF BORROWING (SWING LINE), AS THE CASE MAY BE, IN EACH CASE
SIGNED BY A DULY AUTHORIZED