CONTINUATION/ CONVERSION NOTICES, PRICING CERTIFICATES, 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 CLOSING 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 POLICIES.
AS OF THE
CLOSING DATE, THE TITLE INSURANCE POLICIES (OR PROFORMA COMMITMENT FOR THE
ISSUANCE THEREOF) CONSISTENT WITH THE REQUIREMENTS OF THE CLOSING INSTRUCTIONS.
SECTION 3.08.
SURVEY.
IF REQUIRED BY TITLE
INSURANCE COMPANY AS A CONDITION FOR THE ISSUANCE OF THE MPI TITLE ENDORSEMENTS,
A CURRENT BOUNDARY AND LOCATION SURVEY FOR THE MPI REAL PROPERTY, SUBJECT TO
EXCEPTIONS APPROVED BY LENDERS PRIOR TO THE CLOSING DATE, DELIVERED TO AGENT
BANK NO LESS THAN TEN (10) BANKING BUSINESS DAYS PRIOR TO THE CLOSING DATE,
WHICH, IF SO REQUIRED, MUST (A) BE CERTIFIED TO AGENT BANK AND THE MPI TITLE
INSURANCE COMPANY, (B) SHOW THE MPI REAL PROPERTY TO BE FREE OF ENCROACHMENTS,
OVERLAPS, AND OTHER SURVEY DEFECTS, (C) SHOW THE COURSES AND DISTANCES OF THE
LOT LINES FOR THE MPI REAL PROPERTY, (D) SHOW THAT ALL EXISTING IMPROVEMENTS ARE
LOCATED WITHIN SAID LOT AND BUILDING LINES, AND (E) SHOW THE LOCATION
OF ALL
ABOVE AND BELOW GROUND EASEMENTS, IMPROVEMENTS, APPURTENANCES, UTILITIES,
RIGHTS-OF-WAY, WATER RIGHTS AND INGRESS AND EGRESS, BY REFERENCE TO BOOK AND
PAGE NUMBERS AND/OR FILED MAP REFERENCE.
ON OR BEFORE THE CLOSING DATE,
BORROWERS SHALL COMPLY WITH ALL OTHER SURVEY REQUIREMENTS OF TITLE INSURANCE
COMPANIES FOR THE ISSUANCE OF THE TITLE INSURANCE POLICIES WITHOUT REFERENCE TO
ANY EXCEPTION OF TITLE BASED ON ANY SURVEY REQUIREMENT.
SECTION 3.09.
PAYMENT OF TAXES.
EVIDENCE
SATISFACTORY TO AGENT BANK THAT ALL PAST AND CURRENT REAL AND PERSONAL PROPERTY
TAXES AND ASSESSMENTS WHICH ARE PRESENTLY DUE AND PAYABLE APPLICABLE TO THE
COLLATERAL PROPERTIES HAVE BEEN PAID IN FULL.
69
SECTION 3.10.
INSURANCE.
COPIES OF DECLARATION
PAGES OF EACH INSURANCE POLICY, CERTIFIED TO BE TRUE AND CORRECT IN ALL RESPECTS
BY AN AUTHORIZED OFFICER OF BORROWERS, TOGETHER WITH ORIGINAL BINDERS EVIDENCING
BORROWERS AS THE NAMED INSURED, AND ORIGINAL CERTIFICATES OF INSURANCE, LOSS
PAYEE AND MORTGAGEE ENDORSEMENTS NAMING AGENT BANK AS MORTGAGEE, LOSS PAYEE AND
ADDITIONAL INSURED AS REQUIRED BY THE INSURANCE PROVISIONS SET FORTH IN
SECTION 5.09 OF THIS CREDIT AGREEMENT.
SECTION 3.11.
PAYMENT OF FEES.
PAYMENT BY BORROWERS
TO AGENT BANK OF THE FEES TO THE EXTENT THEN DUE AND PAYABLE ON THE CLOSING