IS LOCATED
53
AND ACCEPTABLE TO COLLATERAL AGENT, SHOWING ALL BUILDINGS AND OTHER
IMPROVEMENTS, THE LOCATION OF ANY EASEMENTS, RIGHTS OF WAY, BUILDING SET BACK
LINES AND OTHER DIMENSIONAL REGULATIONS AND THE ABSENCE OF ENCROACHMENTS, EITHER
BY SUCH IMPROVEMENTS OR ON TO SUCH PROPERTY, AND OTHER DEFECTS, OTHER THAN
ENCROACHMENTS AND OTHER DEFECTS ACCEPTABLE TO COLLATERAL AGENT, AND EITHER
(I) EVIDENCE SATISFACTORY TO COLLATERAL AGENT THAT NONE OF THE MORTGAGED
PROPERTY IS LOCATED IN A FLOOD HAZARD AREA, OR (II) A FLOOD INSURANCE POLICY
SATISFACTORY TO COLLATERAL AGENT;
(O)
AN APPRAISAL OF THE EQUIPMENT AND MORTGAGED PROPERTY TO BE OWNED BY
THE BORROWER CONSOLIDATED GROUP AFTER THE CLOSING, MADE AT BORROWER'S EXPENSE,
WHICH MUST BE BY AN APPRAISER ENGAGED AND APPROVED BY AGENT, AND IN FORM AND
SUBSTANCE SATISFACTORY TO AGENT, AND REFLECTING A VALUE OF THE COLLATERAL
SATISFACTORY TO AGENT;
(P)
AN ENVIRONMENTAL/HAZARDOUS SUBSTANCES SURVEY AND REPORT WITH
RESPECT TO THE MORTGAGED PROPERTY, AS APPROVED BY COLLATERAL AGENT;
(Q)
EXCEPT AS MAY BE WAIVED BY COLLATERAL AGENT, COPIES OF ANY ASSIGNED
LEASES THEN IN EFFECT, TOGETHER WITH ANY GUARANTIES OF SUCH ASSIGNED LEASES AND
ESTOPPEL CERTIFICATES AND SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE
AGREEMENTS WITH RESPECT THERETO, ALL IN FORM AND SUBSTANCE ACCEPTABLE TO
COLLATERAL AGENT;
(R)
COPIES OF THE AIR PRODUCTS APA DOCUMENTS, AND EVIDENCE OF THE
CLOSING OF THE PURCHASE AND SALE THE SUBJECT THEREOF;
(S)
EVIDENCE SATISFACTORY TO COLLATERAL AGENT THAT BORROWERS HAVE
OBTAINED ALL INSURANCE POLICIES AS REQUIRED UNDER THIS AGREEMENT OR ANY OF THE
OTHER LOAN DOCUMENTS, TOGETHER WITH EVIDENCE SATISFACTORY TO COLLATERAL AGENT
THAT ALL PREMIUMS THEREFORE HAVE BEEN PAID AND THAT ALL SUCH POLICIES ARE IN
FULL FORCE AND EFFECT; AND
(T)
RECEIPT AND APPROVAL BY AGENT AND COLLATERAL AGENT OF ALL OTHER
ITEMS REASONABLY REQUIRED TO BE PROVIDED TO AGENT AND COLLATERAL AGENT, AND NOT
OTHERWISE SET FORTH ABOVE.
7.2
CERTAIN EVENTS REQUIRED FOR CLOSING AND FOR ALL ADVANCES.
AT THE
TIME OF THE CLOSING AND AT THE TIME OF EACH ADVANCE, AGENT SHALL BE SATISFIED
THAT:
(A)
NO DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING;
(B)
NO MATERIAL ADVERSE CHANGE SHALL HAVE OCCURRED;
(C)
ALL OF THE LOAN DOCUMENTS SHALL HAVE REMAINED IN FULL FORCE AND
EFFECT, AND NO BORROWER PARTY SHALL HAVE QUESTIONED OR CHALLENGED THE
ENFORCEABILITY OF ANY PROVISION OF ANY OF THE LOAN DOCUMENTS;
(D)
BORROWERS SHALL HAVE PAID THE FEES AND ALL OTHER FEES, EXPENSES,
COSTS AND OTHER AMOUNTS THEN OWING TO LENDER PARTIES;
(E)
ALL INDEBTEDNESS TO BE PREPAID, REDEEMED OR DEFEASED WITH THE
PROCEEDS OF ANY ADVANCE SHALL HAVE BEEN SATISFIED AND EXTINGUISHED
CONTEMPORANEOUSLY THEREWITH;
54
(F)
THERE SHALL EXIST NO ACTION, SUIT, INVESTIGATION, LITIGATION OR
PROCEEDING AFFECTING ANY BORROWER PARTY PENDING OR THREATENED BEFORE ANY COURT,
GOVERNMENTAL AGENCY OR ARBITRATOR THAT (I) EXCEPT AS SET FORTH ON THE ATTACHED
SCHEDULE 7.2(F), WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT,
OR (II) PURPORTS TO AFFECT THE LEGALITY, VALIDITY OR ENFORCEABILITY OF THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE CONSUMMATION OF