THE ADMINISTRATIVE AGENT AND EACH LENDER MAY CONCLUSIVELY
RELY ON EACH SUCH CERTIFICATE UNTIL FORMALLY ADVISED BY A LIKE CERTIFICATE OF
ANY CHANGES THEREIN), ALL CERTIFIED BY ITS SECRETARY OR AN ASSISTANT SECRETARY
(OR SIMILAR OFFICER) AS BEING IN FULL FORCE AND EFFECT WITHOUT MODIFICATION.
12.1.3
CONSENTS, ETC.
CERTIFIED COPIES OF ALL DOCUMENTS EVIDENCING ANY
NECESSARY CORPORATE ACTION, CONSENTS AND GOVERNMENTAL APPROVALS (IF ANY)
REQUIRED FOR THE EXECUTION, DELIVERY AND PERFORMANCE BY THE LOAN PARTIES OF THE
DOCUMENTS REFERRED TO IN THIS SECTION 12.
12.1.4
BORROWING REQUEST AND LETTER OF DIRECTION.
A BORROWING REQUEST AND
LETTER OF DIRECTION CONTAINING FUNDS FLOW INFORMATION WITH RESPECT TO THE
PROCEEDS OF THE LOANS ON THE CLOSING DATE.
12.1.5
GUARANTY AND COLLATERAL AGREEMENT.
A COUNTERPART OF THE GUARANTY
AND COLLATERAL AGREEMENT EXECUTED BY EACH LOAN PARTY, TOGETHER WITH ALL
INSTRUMENTS, TRANSFER POWERS AND OTHER ITEMS REQUIRED TO BE DELIVERED IN
CONNECTION THEREWITH.
12.1.6
PERFECTION CERTIFICATE.
A PERFECTION CERTIFICATE COMPLETED AND
EXECUTED BY EACH LOAN PARTY.
12.1.7
MORTGAGES.
WITH RESPECT TO EACH MORTGAGED PROPERTY, 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 THE APPLICABLE
SUBSIDIARY IN SUCH REAL PROPERTY.
12.1.8
WILLIAMS FURNACE MORTGAGED PROPERTY.
WITH RESPECT TO THE MORTGAGED
PROPERTY OWNED BY WILLIAMS FURNACE, THE FOLLOWING ADDITIONAL ITEMS SHALL BE
PROVIDED OR PERMITTED:
55
(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, WHICH TITLE INSURANCE
SHALL INITIALLY BE IN THE AMOUNT OF $5,000,000, PROVIDED THAT THE AMOUNT OF SUCH
TITLE INSURANCE MAY BE INCREASED BY THE ADMINISTRATIVE AGENT AFTER THE CLOSING
DATE AT THE EXPENSE OF THE COMPANY TO AN AMOUNT EQUAL TO THE WILLIAMS FURNACE
VALUATION TO THE EXTENT THE WILLIAMS FURNACE VALUATION EXCEEDS $5,000,000);
(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 (OR, IN EACH CASE, A CERTIFICATE
OF INSURANCE WITH RESPECT TO SUCH INSURANCE POLICIES REASONABLY ACCEPTABLE TO
THE ADMINISTRATIVE AGENT);
(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 (PROVIDED THAT IF THE SURVEY
IS NOT AVAILABLE ON THE CLOSING DATE WITH RESPECT TO SUCH MORTGAGED PROPERTY,
THE COMPANY WILL CAUSE WILLIAMS FURNACE TO DELIVER A SURVEY FOR SUCH MORTGAGED
PROPERTY WITHIN SIXTY (60) DAYS OF THE CLOSING DATE AND THE TITLE INSURANCE
POLICY SHALL BE BROUGHT FORWARD AND UPDATED