EXPENSES OF SHEARMAN &
STERLING LLP) INCURRED IN CONNECTION WITH THE PREPARATION, NEGOTIATION AND
EXECUTION OF THIS AMENDMENT AND OTHER MATTERS RELATING TO THE CREDIT AGREEMENT
FROM AND AFTER THE LAST INVOICE TO THE EXTENT INVOICED.
(D)
EVIDENCE OF DEBT.
EACH NEW TERM B-2 LENDER SHALL HAVE RECEIVED,
IF REQUESTED, ONE OR MORE NOTES PAYABLE TO THE ORDER OF SUCH LENDER DULY
EXECUTED BY THE BORROWER IN SUBSTANTIALLY THE FORM OF EXHIBIT C-1 TO THE CREDIT
AGREEMENT, EVIDENCING THE NEW TERM B-2
LOANS MADE BY SUCH LENDER.
(E)
CERTIFICATES.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED (I) A
CERTIFICATE OF THE SECRETARY OR AN ASSISTANT SECRETARY OF EACH OF THE LOAN
PARTIES CERTIFYING (A) THE NAMES AND TRUE SIGNATURES OF THE OFFICERS OF EACH OF
THE LOAN PARTIES AUTHORIZED TO SIGN THIS AMENDMENT AND THE OTHER DOCUMENTS TO BE
DELIVERED HEREUNDER AND (B) THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE
LOAN PARTIES EVIDENCING APPROVAL FOR THIS AMENDMENT AND (II) A CERTIFICATE OF AN
OFFICER OF EACH OF THE LOAN PARTIES CERTIFYING (A) THAT NO AUTHORIZATION OR
APPROVAL OR OTHER ACTION BY, AND NO NOTICE TO OR FILING WITH, ANY GOVERNMENTAL
AUTHORITY OR REGULATORY BODY, OR ANY THIRD PARTY TO ANY AGREEMENTS AND
INSTRUMENTS IS REQUIRED FOR THE DUE EXECUTION, DELIVERY OR PERFORMANCE BY EACH
OF THE LOAN PARTIES OF THIS AMENDMENT, (B) THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN SECTION 3 OF THIS AMENDMENT ARE TRUE AND CORRECT AND (C) NO EVENT
HAS OCCURRED AND IS CONTINUING THAT CONSTITUTES A DEFAULT.
(F)
ADDITIONAL COLLATERAL DOCUMENTS.
AS OF THE AMENDMENT NO. 3
EFFECTIVE DATE, THE BORROWER SHALL, AND SHALL CAUSE EACH SUBSIDIARY TO, FURNISH
TO THE ADMINISTRATIVE AGENT:
5
(I)
EVIDENCE THAT MORTGAGE AMENDMENTS (THE "MORTGAGE AMENDMENTS") WITH
RESPECT TO THE MORTGAGES DATED AS OF JUNE 30, 2004 AND AUGUST 21, 2006 (THE
"EXISTING MORTGAGES")
HAVE BEEN DULY EXECUTED, ACKNOWLEDGED AND DELIVERED BY A
DULY AUTHORIZED OFFICER OF EACH PARTY THERETO ON OR BEFORE SUCH DATE AND ARE IN
FORM SUITABLE FOR FILING AND RECORDING IN ALL FILING OR RECORDING OFFICES THAT
THE ADMINISTRATIVE AGENT MAY DEEM NECESSARY OR DESIRABLE;
(II)
DATE-DOWN ENDORSEMENTS TO THE TITLE INSURANCE POLICIES BY A TITLE
INSURER REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT WITH RESPECT TO THE
PROPERTY ENCUMBERED BY THE EXISTING MORTGAGES SHOWING (X) NO LIENS OF RECORD
OTHER THAN THOSE CREATED BY OR PERMITTED UNDER THE TERMS OF THE APPLICABLE
EXISTING MORTGAGE AND (Y) THAT TITLE TO THE APPLICABLE PROPERTY REMAINS VESTED
IN THE APPROPRIATE LOAN PARTY, TOGETHER WITH SUCH CONFIRMATIONS AS THE
ADMINISTRATIVE AGENT MAY DEEM NECESSARY OR DESIRABLE AND EVIDENCE THAT ALL OTHER
ACTIONS THAT THE ADMINISTRATIVE AGENT MAY DEEM NECESSARY OR DESIRABLE
TO
CONFIRM THAT LIENS CREATED BY THE EXISTING MORTGAGES ON THE PROPERTY DESCRIBED
THEREIN ARE VALID FIRST AND SUBSISTING LIENS IN FAVOR OF THE COLLATERAL AGENT
FOR THE BENEFIT OF THE SECURED PARTIES; AND
(III)
EVIDENCE THAT ALL FEES, COSTS AND EXPENSES HAVE BEEN PAID IN
CONNECTION WITH THE PREPARATION, EXECUTION, FILING AND RECORDATION OF THE
MORTGAGE AMENDMENTS,