Common use of Second Term Loan Clause in Contracts

Second Term Loan. With respect to SECTIONS 1 AND 3.1 of this Amendment, this Amendment becomes effective upon satisfaction of the following conditions: (A) The representations and warranties of the Borrowers contained in this Amendment are true and correct as of the Second Term Loan Closing Date. (B) This Amendment has been approved by the Bankruptcy Court pursuant to an order (the "AMENDMENT APPROVAL ORDER") in form attached as EXHIBIT B, which order is in full force and effect and has not been reversed, modified, amended, appealed or stayed. The Agent and the Second Term Lenders shall have been reasonably satisfied with the form and timing or the notice of the motion for the entry of the Amendment Approval Order and such notice and motion shall have been properly served upon each lessor of property to any Borrower. Unless the Agent and the Second Term Lenders agree otherwise, the Amendment Approval Order shall have become final and non-appealable. (C) The Borrowers have obtained an order of the Bankruptcy Court extending the Borrowers' time to assume or reject executory contracts and unexpired leases, pursuant to section 365(d)(4) of the Bankruptcy Code, through March 31, 1999. (D) The Second Term Lenders have completed their due diligence review of the Borrowers and their properties and are satisfied, in their sole and absolute discretion, with the results of such investigation. Such due diligence investigation includes, without limitation, (i) review of the Borrowers' financial statements, (ii) review of leases for each of 32 properties selected by the Second Term Lenders, (iii) review of the terms and provisions of the Borrowers' real estate holdings (including leasehold documentation relating to such holdings) and (iv) receipt and review of a report prepared by Keen Realty Consultants, such report to be acceptable to the Second Term Lenders in their sole and absolute discretion. (E) The Agent and the Second Term Lenders have been reimbursed for all fees and expenses (including reasonable attorneys' fees and expenses) incurred in connection with the preparation of this Amendment and the Second Term Loan. (F) The Agent has received all of the following, each duly executed and dated as of the Second Term Loan Closing Date (or such other date as is satisfactory to the Agent) in form and substance satisfactory to the Agent: