RESOLUTIONS,
CERTIFICATES OF GOOD STANDING AND CLOSING CERTIFICATE.
ON OR BEFORE THE
RESTATEMENT
61
EFFECTIVE DATE, AGENT BANK SHALL HAVE RECEIVED FROM EACH OF THE BORROWER AND
MCRI: (I) A CERTIFICATE OF GOOD STANDING ISSUED BY THE SECRETARY OF STATE OF THE
STATE OF NEVADA AND DATED WITHIN THIRTY (30) BANKING BUSINESS DAYS OF THE
RESTATEMENT EFFECTIVE DATE, (II) A COPY OF THE ARTICLES OF INCORPORATION AND
BY-LAWS OF BORROWER AND MCRI CERTIFIED TO BE TRUE AND CORRECT BY AN AUTHORIZED
OFFICER, (III) AN ORIGINAL CERTIFICATE OF CORPORATE RESOLUTION AND CERTIFICATE
OF INCUMBENCY EXECUTED BY THE RESPECTIVE SECRETARIES OF BORROWER AND MCRI AND
ATTESTED TO BY ITS RESPECTIVE PRESIDENT, VICE PRESIDENT, OR TREASURER
AUTHORIZING BORROWER AND MCRI
TO ENTER INTO ALL DOCUMENTS AND AGREEMENTS TO BE
EXECUTED BY THEM 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 BORROWER AND MCRI, (IV) DESIGNATION BY CORPORATE CERTIFICATE
("AUTHORIZED OFFICER CERTIFICATE"), SUBSTANTIALLY IN THE FORM OF THE AUTHORIZED
OFFICER CERTIFICATE MARKED "EXHIBIT G", AFFIXED HERETO AND BY THIS REFERENCE
INCORPORATED HEREIN AND MADE A PART HEREOF, OF THE OFFICERS OF BORROWER WHO ARE
AUTHORIZED TO GIVE NOTICES OF BORROWING, CONTINUATION/CONVERSION NOTICES,
CLOSING PRICING CERTIFICATE, COMPLIANCE CERTIFICATES AND ALL OTHER NOTICES,
REQUESTS, REPORTS, CONSENTS, CERTIFICATIONS AND AUTHORIZATIONS ON BEHALF OF THE
BORROWER, 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 H", AFFIXED HERETO AND BY THIS REFERENCE INCORPORATED HEREIN AND MADE A
PART HEREOF, DULY EXECUTED BY AN AUTHORIZED OFFICER OF BORROWER.
SECTION 3.06.
OPINION OF COUNSEL.
OPINION OF COUNSEL TO THE BORROWER
AND GUARANTOR, DATED AS OF THE RESTATEMENT EFFECTIVE 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 J", AFFIXED HERETO AND BY THIS REFERENCE INCORPORATED
HEREIN AND MADE A PART HEREOF.
SECTION 3.07.
TITLE POLICY ENDORSEMENTS.
AS OF THE RESTATEMENT
EFFECTIVE DATE, THE TITLE ENDORSEMENTS (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 TITLE POLICY ENDORSEMENT IN COMPLIANCE WITH
THE CLOSING INSTRUCTIONS, A CURRENT BOUNDARY AND LOCATION SURVEY FOR THE REAL
PROPERTY DELIVERED TO AGENT BANK NO LESS THAN TEN (10) BANKING BUSINESS DAYS
PRIOR TO THE RESTATEMENT EFFECTIVE DATE, WHICH MUST (A) BE CERTIFIED TO AGENT
BANK AND THE TITLE INSURANCE COMPANY, (B) SHOW THE REAL PROPERTY TO BE FREE OF
ENCROACHMENTS, OVERLAPS, AND OTHER SURVEY DEFECTS, (C) SHOW THE COURSES AND
DISTANCES OF THE LOT LINES FOR THE 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