SUCH ENDORSEMENTS, COINSURANCE AND REINSURANCE AS THE ADMINISTRATIVE AGENT OR
THE REQUIRED LENDERS MAY REASONABLY REQUEST, AND
(II)
WITH RESPECT TO
EACH MORTGAGED PROPERTY THAT IS LEASED BY A LOAN PARTY, THE ADMINISTRATIVE AGENT
SHALL HAVE RECEIVED A CONSENT IN FORM SATISFACTORY TO THE ADMINISTRATIVE AGENT
FROM THE LESSOR UNDER THE RESPECTIVE LEASE TO THE EXTENT REQUIRED UNDER
SECTION 5.13(C), COVERING SUCH MORTGAGED PROPERTIES AS THE ADMINISTRATIVE AGENT
MAY REASONABLY REQUEST.
(D)
VALUATIONS.
IF REQUESTED BY THE
ADMINISTRATIVE AGENT IN ITS REASONABLE DISCRETION, THE ADMINISTRATIVE AGENT
SHALL HAVE RECEIVED A THEN CURRENT OPINION OF VALUE OF EACH MORTGAGED PROPERTY,
IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT.
AS
USED HEREIN, THE TERM "CURRENT OPINION OF VALUE" SHALL MEAN AN OPINION OF VALUE
WHICH IS DATED NO MORE THAN SIX MONTHS PRIOR TO THE DATE OF ANY READVANCE OF THE
TERM LOAN.
9
(E)
FEES AND TAXES.
THE LENDERS AND THEIR
AFFILIATES SHALL HAVE RECEIVED ALL FEES AND OTHER AMOUNTS DUE AND PAYABLE,
INCLUDING, TO THE EXTENT INVOICED, REIMBURSEMENT OR PAYMENT OF ALL REASONABLE
OUT-OF-POCKET EXPENSES REQUIRED TO BE REIMBURSED OR PAID BY ANY LOAN PARTY
HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT AND THE BORROWER SHALL HAVE PAID ALL
MORTGAGE OR SIMILAR TAXES REQUIRED UNDER APPLICABLE LAW.
(F)
INDENTURE COMPLIANCE CERTIFICATE.
THE
BORROWER SHALL HAVE FURNISHED THE ADMINISTRATIVE AGENT A CERTIFICATE OF A
FINANCIAL OFFICER OF THE BORROWER (I) CERTIFYING AS TO WHETHER, AFTER GIVING
EFFECT TO THE MAKING OF ANY SUCH TERM LOAN, THE BORROWER WOULD BE PERMITTED TO
INCUR SUCH INDEBTEDNESS UNDER THE INDENTURE EVIDENCING THE INITIAL SUBORDINATED
INDEBTEDNESS, AND, (II) SETTING FORTH REASONABLY DETAILED CALCULATIONS
DEMONSTRATING COMPLIANCE WITH THE PROVISIONS OF SUCH INDENTURE.
(G)
FURTHER ASSURANCES.
THE BORROWER SHALL
HAVE EXECUTED SUCH OTHER DOCUMENTS, AND TAKEN SUCH FURTHER ACTION, AS THE
ADMINISTRATIVE AGENT SHALL HAVE REASONABLY REQUESTED.
5.
AMENDMENT TO ARTICLE V.
THE
PROVISIONS OF SECTION 5.13(F) OF THE CREDIT AGREEMENT ARE HEREBY DELETED IN
THEIR ENTIRETY AND THE FOLLOWING SUBSTITUTED IN THEIR STEAD:
(F)
NEW YORK MORTGAGES.
AS OF THE EFFECTIVE DATE, THE MORTGAGES COVERING THE
MORTGAGED PROPERTY LOCATED IN NEW YORK SECURE ONLY CERTAIN OF THE OBLIGATIONS.
IN THE EVENT THAT EITHER (I) THE OUTSTANDING CREDIT EXTENSIONS ARE EQUAL TO OR
GREATER THAN $225,000,000 (PLUS THE AMOUNT OF ANY COMMITMENT INCREASES ACTUALLY
MADE UNDER SECTION 2.10(D) HEREOF) FOR FIFTEEN (15) CONSECUTIVE BUSINESS DAYS,
OR (II) THE OUTSTANDING REVOLVING LOANS WOULD, AFTER GIVING EFFECT TO ANY
REQUESTED REVOLVING LOAN, EXCEED $120,000,000 (PLUS THE AMOUNT OF ANY COMMITMENT
INCREASES ACTUALLY MADE UNDER SECTION 2.10(D) HEREOF), UPON THE REQUEST OF THE
ADMINISTRATIVE AGENT (OR AT THE DIRECTION OF THE SUPERMAJORITY LENDERS), PRIOR
TO RECEIVING ANY FURTHER CREDIT EXTENSIONS, THE LOAN PARTIES SHALL EXECUTE SUCH
DOCUMENTS AS MAY BE REASONABLY NECESSARY TO AMEND SUCH MORTGAGES IN ORDER THAT
THEY SECURE ALL OF THE OBLIGATIONS.
6.
AMENDMENTS TO ARTICLE VI.
THE
PROVISIONS OF ARTICLE VI OF THE CREDIT AGREEMENT ARE HEREBY AMENDED AS FOLLOWS:
A.
THE PROVISIONS OF SECTION 6.04(D) ARE
HEREBY AMENDED BY ADDING THE WORDS