APPROPRIATE INSTRUMENTS OF TRANSFER
EXECUTED IN BLANK;
48
(VIII)
THE DULY EXECUTED MORTGAGES COVERING ALL OWNED REAL ESTATE
(EXCEPT THE GOOSE CREEK FACILITY), AND DULY EXECUTED COUNTERPARTS OF THE OTHER
REAL ESTATE DOCUMENTS TOGETHER WITH:
(A) TITLE INSURANCE POLICIES FOR ALL OWNED
REAL ESTATE (WITH NO EXCEPTION FOR SURVEY), REASONABLY SATISFACTORY IN FORM AND
SUBSTANCE TO ADMINISTRATIVE AGENT; (B) EVIDENCE THAT COUNTERPARTS OF SUCH
MORTGAGES HAVE BEEN RECORDED IN ALL PLACES TO THE EXTENT NECESSARY, IN THE
JUDGMENT OF ADMINISTRATIVE AGENT, TO CREATE A VALID AND ENFORCEABLE FIRST
PRIORITY LIEN (SUBJECT TO PERMITTED ENCUMBRANCES) ON EACH SUCH MORTGAGED
PROPERTY IN FAVOR OF ADMINISTRATIVE AGENT FOR THE BENEFIT OF ITSELF AND LENDERS
(OR IN FAVOR OF SUCH OTHER TRUSTEE AS MAY BE REQUIRED OR DESIRED UNDER LOCAL
LAW); AND (C) IN THE CASE OF THE DEED OF TRUST, A DATE DOWN ENDORSEMENT TO THE
TITLE INSURANCE POLICY INSURING THE LIEN THEREOF, INSURING THE LIEN OF THE DEED
OF TRUST, WHICH ENDORSEMENT SHALL ALSO (1) ADVANCE THE EFFECTIVE DATE OF SUCH
POLICY TO THE CLOSING DATE, (2) UPDATE THE EXCEPTION FOR THE LIEN OF TAXES TO
REFER TO THOSE NOT YET DUE AND PAYABLE, AND (3) CONTAIN NO NEW EXCEPTIONS OR
OBJECTIONS TO TITLE EXCEPT AS THE ADMINISTRATIVE AGENT MAY OTHERWISE CONSENT IN
WRITING (THE "DATE DOWN ENDORSEMENT"), AND IN THE CASE OF EACH OF CLAUSES (A)
AND (B), RECEIPT OF WHICH IS ACKNOWLEDGED BY THE ADMINISTRATIVE AGENT'S
SIGNATURE TO THIS AGREEMENT;
(IX)
SATISFACTORY FIELD EXAMINATIONS OF ALL ACCOUNTS AND INVENTORY
AND OTHER PERSONAL PROPERTY REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT, IN
EACH CASE COMPLETED BY AUDITORS AND APPRAISERS SELECTED BY THE ADMINISTRATIVE
AGENT, RECEIPT OF WHICH IS ACKNOWLEDGED BY THE ADMINISTRATIVE AGENT'S SIGNATURE
TO THIS AGREEMENT;
(X)
ENVIRONMENTAL DATABASE SEARCH REPORTS ON ALL MORTGAGED
PROPERTIES, DATED NO MORE THAN 6 MONTHS PRIOR TO THE CLOSING DATE, AND THE
ADMINISTRATIVE AGENT SHALL BE REASONABLY SATISFIED WITH THE CONTENTS THEREOF,
RECEIPT OF WHICH IS ACKNOWLEDGED BY THE ADMINISTRATIVE AGENT'S SIGNATURE TO THIS
AGREEMENT;
(XI)
INTENTIONALLY DELETED;
(XII)
CERTIFICATES OF INSURANCE, IN FORM AND DETAIL ACCEPTABLE TO THE
ADMINISTRATIVE AGENT, DESCRIBING IN REASONABLE DETAIL THE TYPES AND AMOUNTS OF
INSURANCE (PROPERTY AND LIABILITY) MAINTAINED BY THE BORROWERS AND ALL
GUARANTORS, INCLUDING INSURANCE COVERING THE TANGIBLE COLLATERAL OWNED OR LEASED
BY THE LOAN PARTIES, IN EACH CASE NAMING THE ADMINISTRATIVE AGENT AS LOSS PAYEE
OR ADDITIONAL INSURED, AS THE CASE MAY BE, TOGETHER WITH A LENDER'S LOSS PAYABLE
ENDORSEMENT IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE
AGENT, RECEIPT OF WHICH IS ACKNOWLEDGED BY THE ADMINISTRATIVE AGENT'S SIGNATURE
TO THIS AGREEMENT;
(XIII)
A CERTIFICATE OF THE SECRETARY OR ASSISTANT SECRETARY OF EACH
LOAN PARTY IN THE FORM OF EXHIBIT 3.1(B)(XIII), ATTACHING AND CERTIFYING COPIES
OF ITS BYLAWS AND OF THE RESOLUTIONS OF ITS BOARDS OF DIRECTORS, OR PARTNERSHIP
AGREEMENT OR LIMITED LIABILITY COMPANY AGREEMENT, OR COMPARABLE ORGANIZATIONAL
DOCUMENTS AND AUTHORIZATIONS, AUTHORIZING THE EXECUTION, DELIVERY AND
PERFORMANCE OF THE LOAN DOCUMENTS TO WHICH IT IS A PARTY AND CERTIFYING THE
NAME, TITLE AND TRUE