OF THE OBLIGATIONS.
SECTION 4.
CONDITIONS PRECEDENT
4.1
CONDITIONS PRECEDENT TO AMENDMENT AND RESTATEMENT.
EACH OF THE
FOLLOWING IS A CONDITION PRECEDENT TO THE EFFECTIVENESS HEREOF:
(A)
ALL REQUISITE CORPORATE ACTION AND PROCEEDINGS IN
CONNECTION WITH THIS AGREEMENT AND THE OTHER FINANCING AGREEMENTS SHALL BE
REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO AGENT, AND AGENT SHALL HAVE
RECEIVED ALL INFORMATION AND COPIES OF ALL DOCUMENTS, INCLUDING RECORDS OF
REQUISITE CORPORATE ACTION AND PROCEEDINGS WHICH AGENT MAY HAVE REASONABLY
REQUESTED IN CONNECTION THEREWITH, SUCH DOCUMENTS WHERE REQUESTED BY AGENT OR
ITS COUNSEL TO BE CERTIFIED BY APPROPRIATE CORPORATE OFFICERS OR GOVERNMENTAL
AUTHORITY (AND INCLUDING A COPY OF THE CERTIFICATE OF INCORPORATION OF EACH
BORROWER CERTIFIED BY THE SECRETARY OF STATE (OR EQUIVALENT GOVERNMENTAL
AUTHORITY) WHICH SHALL SET FORTH THE SAME COMPLETE CORPORATE NAME OF SUCH
BORROWER AS IS SET FORTH HEREIN AND SUCH DOCUMENT AS SHALL SET FORTH THE
ORGANIZATIONAL IDENTIFICATION NUMBER OF EACH BORROWER, IF ONE IS ISSUED IN ITS
JURISDICTION OF INCORPORATION;
(B)
NO ACT, CONDITION OR EVENT SHALL HAVE OCCURRED SINCE THE
DATE OF AGENT'S LATEST FIELD EXAMINATION THAT HAS OR IS REASONABLY LIKELY TO
HAVE MATERIAL ADVERSE EFFECT;
(C)
AGENT SHALL HAVE RECEIVED, IN FORM AND SUBSTANCE
SATISFACTORY TO AGENT, ALL CONSENTS, WAIVERS, ACKNOWLEDGMENTS AND OTHER
AGREEMENTS FROM THIRD PERSONS WHICH AGENT MAY DEEM NECESSARY OR DESIRABLE IN
GOOD FAITH IN ORDER TO PERMIT, PROTECT AND PERFECT ITS SECURITY INTERESTS IN AND
LIENS UPON THE COLLATERAL OR TO EFFECTUATE THE PROVISIONS OR PURPOSES OF THIS
AGREEMENT AND THE OTHER FINANCING AGREEMENTS, INCLUDING, WITHOUT LIMITATION,
COLLATERAL ACCESS AGREEMENTS; PROVIDED, THAT, THE FAILURE TO DELIVER COLLATERAL
ACCESS AGREEMENTS AS TO SPECIFIC LOCATIONS SHALL NOT BE A CONDITION OF CLOSING,
SO LONG AS ALL OTHER CONDITIONS ARE MET AFTER GIVING EFFECT TO ANY RESERVES
ESTABLISHED BY AGENT IN RESPECT OF AMOUNTS DUE OR TO BECOME DUE TO THE OWNER,
LESSOR OR OPERATOR THEREOF AS PROVIDED FOR IN THE DEFINITION OF RESERVES;
(D)
AGENT SHALL HAVE RECEIVED, IN FORM AND SUBSTANCE
SATISFACTORY TO AGENT, AMENDMENTS TO THE MORTGAGES RELATING TO THE REAL
PROPERTY, DULY AUTHORIZED, EXECUTED AND DELIVERED BY THE OWNER OF SUCH REAL
PROPERTY;
(E)
AGENT SHALL HAVE RECEIVED, IN FORM AND SUBSTANCE
SATISFACTORY TO AGENT, AN ENDORSEMENT (OR A COMMITMENT TO ISSUE AN ENDORSEMENT)
TO THE EXISTING TITLE INSURANCE POLICY RELATING TO THE REAL PROPERTY SUBJECT TO
THE MORTGAGES, (I) INSURING THE PRIORITY AND AMOUNT OF EACH MORTGAGE (AS SO
AMENDED) RELATING TO SUCH REAL PROPERTY AND (II) CONTAINING ANY LEGALLY
AVAILABLE ENDORSEMENTS, ASSURANCES OR AFFIRMATIVE COVERAGE REQUESTED BY AGENT
FOR THE PROTECTION OF ITS INTEREST WITH RESPECT TO EACH MORTGAGE (AS SO
AMENDED);
(F)
AGENT SHALL HAVE RECEIVED, IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO AGENT, SUCH OPINION LETTERS OF COUNSEL TO BORROWERS
WITH RESPECT TO THE FINANCING AGREEMENTS AND SUCH OTHER MATTERS AS AGENT MAY
REASONABLY REQUEST; AND
46
(G)
THE OTHER FINANCING AGREEMENTS AND ALL INSTRUMENTS AND
DOCUMENTS REQUIRED TO BE DELIVERED HEREUNDER AND THEREUNDER PRIOR TO THE DATE
HEREOF SHALL HAVE BEEN DULY EXECUTED