THE ADMINISTRATIVE AGENT IN PROPER FORM FOR FILING, REGISTRATION OR
RECORDATION.
(M)
TITLE INSURANCE, SURVEYS AND FLOOD INSURANCE.
(I)
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED, EXCEPT TO THE EXTENT SET FORTH IN SECTION 8.9, WITH RESPECT TO EACH
MORTGAGED PROPERTY, EITHER (A) AN ENDORSEMENT TO EACH MORTGAGEE'S TITLE
INSURANCE POLICY PREVIOUSLY DELIVERED TO ADMINISTRATIVE AGENT UNDER THE EXISTING
CREDIT AGREEMENT OR (B) A PRO FORMA TITLE POLICY (REISSUE) OR BINDING MARKED UP
TITLE COMMITMENT ISSUED BY FIRST AMERICAN TITLE INSURANCE COMPANY OF NEW YORK
AND/OR CHICAGO TITLE INSURANCE COMPANY (EITHER DIRECTLY OR THROUGH AUTHORIZED
AGENTS).
EACH SUCH ENDORSEMENT, PRO FORMA POLICY OR MARKED
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COMMITMENT SHALL (A) INSURE THAT THE MORTGAGE INSURED THEREBY CONTINUES TO
CONSTITUTE A VALID FIRST LIEN ON THE MORTGAGED PROPERTY DESCRIBED IN SUCH
MORTGAGE, SUBJECT ONLY TO PERMITTED LIENS; (B) NAME THE ADMINISTRATIVE AGENT FOR
THE BENEFIT OF THE LENDERS AS THE INSURED; (C) BE IN THE AMOUNTS LISTED ON
SCHEDULE 7.1(M).
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED EVIDENCE THAT ALL
TITLE INSURANCE PREMIUMS HAVE BEEN PAID.
(II)
IF REQUESTED BY THE ADMINISTRATIVE AGENT,
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED (A) WRITTEN CONFIRMATION THAT A
POLICY OF FLOOD INSURANCE THAT COVERS ANY MORTGAGED PROPERTY COMPLIES WITH THE
AGREEMENT AND (B) CONFIRMATION THAT THE BORROWER HAS RECEIVED THE NOTICE
REQUIRED PURSUANT TO SECTION 208(E)(3) OF REGULATION H OF THE BOARD.
(III)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
A COPY OF ALL MATERIAL DOCUMENTS AFFECTING THE MORTGAGED PROPERTIES WHICH HAS
NOT BEEN DELIVERED PURSUANT TO THE EXISTING CREDIT AGREEMENT, OR WHICH IS NOT
DISCLOSED INITIALLY BY A TITLE COMMITMENT, POLICY OR ENDORSEMENT BEING DELIVERED
PURSUANT TO SECTION 8.9.
(N) INSURANCE.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED INSURANCE
CERTIFICATES SATISFYING THE REQUIREMENTS OF SECTION 8.4.
(O) SOLVENCY CERTIFICATE.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A
SOLVENCY CERTIFICATE, SUBSTANTIALLY IN THE FORM OF EXHIBIT N, SIGNED BY A
RESPONSIBLE OFFICER OF THE PRIMARY BORROWER AND DATED AS OF THE AMENDMENT AND
RESTATEMENT EFFECTIVE DATE.
(P) THE U.S.A. PATRIOT ACT.
NO LATER THAN FIVE BUSINESS DAYS PRIOR TO THE
AMENDMENT AND RESTATEMENT EFFECTIVE DATE, THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED THE DOCUMENTATION AND OTHER INFORMATION AS REQUIRED BY BANK REGULATORY
AUTHORITIES UNDER APPLICABLE "KNOW YOUR CUSTOMER" AND ANTI-MONEY LAUNDERING
RULES AND REGULATIONS, INCLUDING THE U.S.A. PATRIOT ACT.
7.2.
Conditions to Each Extension of Credit.
The
agreement of each Lender to make any extension of credit requested to be made by
it hereunder on any date (including, without limitation, its initial extension
of credit) is subject to the satisfaction of the following conditions precedent:
(A) REPRESENTATIONS AND WARRANTIES.
EACH OF THE REPRESENTATIONS AND WARRANTIES
MADE BY ANY LOAN PARTY IN OR PURSUANT TO THE LOAN DOCUMENTS SHALL BE TRUE AND
CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF SUCH DATE AS IF MADE ON AND AS OF
SUCH DATE, EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES EXPRESSLY
RELATE TO AN EARLIER DATE, IN WHICH CASE SUCH REPRESENTATIONS AND WARRANTIES
WERE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF