CASES) THAT WOULD NOT BE STAYED AND
(I) WOULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE CHANGE DURING
THE TERM OF THE CASES OR (II) RESTRAINS, PREVENTS OR IMPOSES OR WOULD REASONABLY
BE EXPECTED TO IMPOSE MATERIALLY ADVERSE CONDITIONS UPON THE FACILITIES OR THE
TRANSACTIONS CONTEMPLATED HEREBY.
(III)
ALL NECESSARY GOVERNMENTAL AND THIRD PARTY CONSENTS AND APPROVALS
NECESSARY IN CONNECTION WITH THE FACILITIES AND THE TRANSACTIONS CONTEMPLATED
HEREBY SHALL HAVE BEEN OBTAINED (WITHOUT THE IMPOSITION OF ANY ADVERSE
CONDITIONS THAT ARE NOT REASONABLY ACCEPTABLE TO THE LENDERS) AND SHALL REMAIN
IN EFFECT; AND NO LAW OR REGULATION SHALL BE APPLICABLE IN THE JUDGMENT OF THE
ADMINISTRATIVE AGENT THAT RESTRAINS, PREVENTS OR IMPOSES MATERIALLY ADVERSE
CONDITIONS UPON THE FACILITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY.
(IV)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED, TO THE EXTENT
REQUESTED, ALL DOCUMENTATION AND OTHER INFORMATION REQUIRED BY REGULATORY
AUTHORITIES UNDER APPLICABLE "KNOW YOUR CUSTOMER" AND ANTI-MONEY LAUNDERING
RULES AND REGULATIONS, INCLUDING THE PATRIOT ACT.
(V)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED ENDORSEMENTS NAMING
THE ADMINISTRATIVE AGENT, ON BEHALF OF THE LENDERS, AS AN ADDITIONAL INSURED AND
LOSS PAYEE UNDER ALL INSURANCE POLICIES TO BE MAINTAINED WITH RESPECT TO THE
PROPERTIES OF THE BORROWER, THE GUARANTORS AND THEIR RESPECTIVE SUBSIDIARIES
FORMING PART OF THE COLLATERAL.
(VI)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED, WITH RESPECT TO EACH
MATERIAL REAL PROPERTY, EACH OF THE FOLLOWING, IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT:
(A)
EVIDENCE THAT "MORTGAGES" UNDER AND AS DEFINED IN THE EXISTING DIP
AGREEMENT (THE "EXISTING MORTGAGES") AND OTHER DOCUMENTS REQUIRED TO BE
DELIVERED UNDER SECTION 5.01(L) OF THE EXISTING DIP AGREEMENT SHALL HAVE BEEN
DELIVERED;
(B)
EVIDENCE THAT MORTGAGE AMENDMENTS, SUPPLEMENTS AND RESTATEMENTS IN
FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT (THE
"MORTGAGE AMENDMENTS") WITH RESPECT TO EACH OF THE EXISTING MORTGAGES SHALL HAVE
BEEN DULY EXECUTED, ACKNOWLEDGED AND DELIVERED BY A DULY AUTHORIZED OFFICER OF
EACH PARTY THERETO AND ARE IN FORM SUITABLE FOR FILING AND RECORDING IN ALL
FILING OR RECORDING OFFICES THAT THE ADMINISTRATIVE AGENT MAY DEEM NECESSARY OR
DESIRABLE IN ORDER TO CONTINUE TO CREATE A VALID AND ENFORCEABLE FIRST PRIORITY
LIEN IN FAVOR OF THE ADMINISTRATIVE AGENT FOR THE BENEFIT OF ITSELF AND THE
SECURED PARTIES;
(C)
FULLY PAID TITLE SEARCHES, MORTGAGE AMENDMENT ENDORSEMENTS AND
DATE-DOWN ENDORSEMENTS TO THE EXISTING TITLE INSURANCE POLICIES OR THE
EQUIVALENT OR OTHER FORM AVAILABLE IN EACH APPLICABLE JURISDICTION IN FORM AND
SUBSTANCE REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT; AND
60
(D)
EVIDENCE THAT ALL FEES, COSTS AND EXPENSES HAVE BEEN PAID IN
CONNECTION WITH THE PREPARATION, EXECUTION, FILING AND RECORDATION OF THE
MORTGAGE AMENDMENTS, INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES,
FILING AND RECORDING FEES, TITLE INSURANCE COMPANY COORDINATION FEES,
DOCUMENTARY STAMP, MORTGAGE AND INTANGIBLE TAXES AND TITLE SEARCH CHARGES AND
OTHER CHARGES INCURRED IN CONNECTION WITH THE RECORDATION OF THE MORTGAGE
AMENDMENTS;
provided, however, that if the Borrower is unable to deliver one or more of the
items described in Section 3.01(e)(vi) above after the exercise of commercially