DOCUMENTS.
WITH RESPECT TO EACH PARCEL OF REAL PROPERTY
OWNED BY ANY LOAN PARTY, A DULY EXECUTED MORTGAGE PROVIDING FOR A FULLY
PERFECTED LIEN, IN FAVOR OF THE ADMINISTRATIVE AGENT, IN ALL RIGHT, TITLE AND
INTEREST OF THE COMPANY OR SUCH SUBSIDIARY IN SUCH REAL PROPERTY, TOGETHER WITH:
(A)
AN ALTA LOAN TITLE INSURANCE POLICY, ISSUED BY AN INSURER
ACCEPTABLE TO THE ADMINISTRATIVE AGENT, INSURING THE ADMINISTRATIVE AGENT'S
FIRST PRIORITY LIEN ON SUCH REAL PROPERTY AND CONTAINING SUCH ENDORSEMENTS AS
THE ADMINISTRATIVE AGENT MAY REASONABLY REQUIRE (IT BEING UNDERSTOOD THAT THE
AMOUNT OF COVERAGE, EXCEPTIONS TO COVERAGE AND STATUS OF TITLE SET FORTH IN SUCH
POLICY SHALL BE ACCEPTABLE TO THE ADMINISTRATIVE AGENT);
(B)
COPIES OF ALL DOCUMENTS OF RECORD CONCERNING SUCH REAL PROPERTY AS
SHOWN ON THE COMMITMENT FOR THE ALTA LOAN TITLE INSURANCE POLICY REFERRED TO
ABOVE;
(C)
ORIGINAL OR CERTIFIED COPIES OF ALL INSURANCE POLICIES REQUIRED TO
BE MAINTAINED WITH RESPECT TO SUCH REAL PROPERTY BY THIS AGREEMENT, THE
APPLICABLE MORTGAGE OR ANY OTHER LOAN DOCUMENT;
(D)
A SURVEY CERTIFIED TO THE ADMINISTRATIVE AGENT MEETING SUCH
STANDARDS AS THE ADMINISTRATIVE AGENT MAY REASONABLY ESTABLISH AND OTHERWISE
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT;
(E)
A FLOOD INSURANCE POLICY CONCERNING SUCH REAL PROPERTY, IF
REQUIRED BY THE FLOOD DISASTER PROTECTION ACT OF 1973; AND
(F)
AN APPRAISAL, PREPARED BY AN INDEPENDENT APPRAISER ENGAGED
DIRECTLY BY THE ADMINISTRATIVE AGENT, OF SUCH PARCEL OF REAL PROPERTY OR
INTEREST IN REAL PROPERTY, WHICH APPRAISAL SHALL SATISFY THE REQUIREMENTS OF THE
FINANCIAL INSTITUTIONS REFORM, RECOVERY AND ENFORCEMENT ACT, IF APPLICABLE, AND
SHALL EVIDENCE COMPLIANCE WITH THE SUPERVISORY LOAN-TO-VALUE LIMITS SET FORTH IN
THE FEDERAL DEPOSIT INSURANCE CORPORATION IMPROVEMENT ACT OF 1991, IF
APPLICABLE.
Additionally, in the case of any leased or mortgaged real property, a Collateral
Access Agreement from the landlord or mortgagee, as applicable, of such
property.
12.1.9
CONSIGNEE AGREEMENTS; COLLATERAL ACCESS AGREEMENTS.
12.1.10
PURCHASE AGREEMENT ASSIGNMENT.
A COUNTERPART OF THE PURCHASE
AGREEMENT ASSIGNMENT EXECUTED BY THE COMPANY, PARENT AND SELLER.
63
12.1.11
OPINIONS OF COUNSEL.
OPINIONS OF COUNSEL FOR EACH LOAN PARTY,
INCLUDING LOCAL COUNSEL REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT, AND
ALL OTHER OPINIONS ISSUED PURSUANT TO THE RELATED TRANSACTIONS.
12.1.12
INSURANCE.
EVIDENCE OF THE EXISTENCE OF INSURANCE REQUIRED TO BE
MAINTAINED PURSUANT TO SECTION 10.3(B), TOGETHER WITH EVIDENCE THAT THE
ADMINISTRATIVE AGENT HAS BEEN NAMED AS A LENDER'S LOSS PAYEE AND AN ADDITIONAL
INSURED ON ALL RELATED INSURANCE POLICIES.
12.1.13
COPIES OF DOCUMENTS.
COPIES OF THE RELATED AGREEMENTS CERTIFIED BY
THE SECRETARY OR ASSISTANT SECRETARY (OR SIMILAR OFFICER) OF THE COMPANY AS
BEING TRUE, ACCURATE AND COMPLETE.
12.1.14
PAYMENT OF FEES.
EVIDENCE OF PAYMENT BY THE COMPANY OF ALL ACCRUED
AND UNPAID FEES, COSTS AND EXPENSES TO THE EXTENT THEN DUE AND PAYABLE ON THE
CLOSING DATE, TOGETHER WITH ALL ATTORNEY COSTS OF THE ADMINISTRATIVE AGENT TO
THE EXTENT INVOICED PRIOR TO THE CLOSING DATE, PLUS SUCH ADDITIONAL AMOUNTS OF
ATTORNEY COSTS AS SHALL CONSTITUTE THE ADMINISTRATIVE AGENT'S REASONABLE
ESTIMATE OF ATTORNEY COSTS INCURRED OR TO BE INCURRED