FOLLOWING
LOAN DOCUMENTS DULY EXECUTED BY EACH OF THE APPLICABLE BORROWERS AND ANY OTHER
APPLICABLE PARTY THERETO, CONSISTING OF THE FOLLOWING SHALL BE DELIVERED OR
CAUSED TO BE DELIVERED TO AGENT BANK ON OR BEFORE THE RESTATEMENT DATE:
A.
ENVIRONMENTAL CERTIFICATE; AND
B.
SGFI LEASE ESTOPPEL CERTIFICATES.
SECTION 3.05.
ARTICLES OF INCORPORATION, BYLAWS,
CORPORATE RESOLUTIONS, CERTIFICATES OF GOOD STANDING AND CLOSING CERTIFICATE.
ON OR BEFORE THE RESTATEMENT DATE, AGENT BANK SHALL HAVE RECEIVED FROM EACH OF
THE BORROWERS: (I) A CERTIFICATE OF GOOD STANDING ISSUED BY THE SECRETARY OF
STATE OF THE APPLICABLE STATE OF INCORPORATION AND DATED WITHIN THIRTY (30)
BANKING BUSINESS DAYS OF THE RESTATEMENT DATE, (II) A COPY OF THE ARTICLES OF
INCORPORATION AND BY-LAWS CERTIFIED TO BE TRUE AND CORRECT BY A DULY AUTHORIZED
OFFICER OF EACH RESPECTIVE BORROWER, (III) AN ORIGINAL CERTIFICATE OF CORPORATE
RESOLUTION AND CERTIFICATE OF INCUMBENCY EXECUTED BY THE SECRETARY OF EACH
RESPECTIVE BORROWER AND ATTESTED TO BY ITS PRESIDENT, VICE PRESIDENT, OR
TREASURER AUTHORIZING BORROWERS TO ENTER INTO ALL DOCUMENTS AND AGREEMENTS TO BE
EXECUTED BY IT PURSUANT TO THIS CREDIT AGREEMENT AND FURTHER AUTHORIZING AND
EMPOWERING THE OFFICER OR OFFICERS WHO WILL EXECUTE SUCH DOCUMENTS AND
AGREEMENTS WITH THE AUTHORITY AND POWER TO EXECUTE SUCH DOCUMENTS AND AGREEMENTS
ON BEHALF OF EACH RESPECTIVE BORROWER, (IV) DESIGNATION BY CORPORATE CERTIFICATE
("AUTHORIZED OFFICER CERTIFICATE"), SUBSTANTIALLY IN THE FORM OF THE AUTHORIZED
OFFICER CERTIFICATE MARKED "EXHIBIT F", AFFIXED HERETO AND BY THIS REFERENCE
INCORPORATED HEREIN AND MADE A PART HEREOF, OF THE OFFICERS OF EACH RESPECTIVE
BORROWER WHO ARE AUTHORIZED TO GIVE NOTICES OF BORROWING, CONTINUATION/
CONVERSION NOTICES, COMPLIANCE CERTIFICATES AND ALL OTHER NOTICES, REQUESTS,
REPORTS, CONSENTS, CERTIFICATIONS AND AUTHORIZATIONS ON BEHALF OF EACH OF THE
BORROWERS AND THE BORROWER CONSOLIDATION, EACH INDIVIDUALLY AN "AUTHORIZED
OFFICER" AND COLLECTIVELY THE "AUTHORIZED OFFICERS", AND (V) AN ORIGINAL CLOSING
CERTIFICATE ("CLOSING CERTIFICATE"), SUBSTANTIALLY IN THE FORM OF THE CLOSING
CERTIFICATE MARKED "EXHIBIT G", AFFIXED HERETO AND BY THIS REFERENCE
INCORPORATED HEREIN AND MADE A PART HEREOF, DULY EXECUTED BY AN AUTHORIZED
OFFICER OF BORROWERS.
SECTION 3.06.
OPINION OF COUNSEL.
ONE OR MORE
OPINIONS OF COUNSEL TO THE BORROWERS, DATED AS OF THE RESTATEMENT DATE AND
ADDRESSED TO THE AGENT BANK ON BEHALF OF ITSELF AND EACH OF THE BANKS, TOGETHER
WITH THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, SUBSTANTIALLY IN THE FORM OF THE
LEGAL OPINION MARKED "EXHIBIT I", AFFIXED HERETO AND BY THIS REFERENCE
INCORPORATED HEREIN AND MADE A PART HEREOF.
SECTION 3.07.
TITLE INSURANCE ENDORSEMENTS.
AS OF
THE RESTATEMENT DATE, THE TITLE INSURANCE MODIFICATION ENDORSEMENTS (OR PROFORMA
COMMITMENT FOR THE
90
ISSUANCE THEREOF) CONSISTENT WITH THE REQUIREMENTS OF THE RESTATEMENT CLOSING
INSTRUCTIONS.
SECTION 3.08.
SURVEY.
IF REQUIRED BY TITLE
INSURANCE COMPANY, WITH RESPECT TO ANY OF THE COLLATERAL PROPERTIES, AS A
CONDITION FOR THE ISSUANCE OF ANY OF THE TITLE ENDORSEMENTS, A CURRENT BOUNDARY
AND LOCATION SURVEY FOR THE APPLICABLE COLLATERAL PROPERTY, SUBJECT TO
EXCEPTIONS APPROVED BY LENDERS PRIOR TO THE RESTATEMENT DATE, DELIVERED TO AGENT
BANK NO LESS THAN TEN (10) BANKING BUSINESS DAYS