ISSUED
BY A TITLE INSURANCE COMPANY REASONABLY SATISFACTORY TO THE AGENT INSURING (OR
UNDERTAKING TO INSURE, IN THE CASE OF A BINDER) THAT THE MORTGAGE CREATES AND
CONSTITUTES A VALID FIRST LIEN AGAINST SUCH REAL PROPERTY IN FAVOR OF THE AGENT,
FOR THE BENEFIT OF AGENT AND THE LENDERS, IN AN AMOUNT AND SUBJECT ONLY TO
EXCEPTIONS REASONABLY ACCEPTABLE TO THE AGENT, WITH SUCH ENDORSEMENTS AND
AFFIRMATIVE INSURANCE AS THE AGENT MAY REASONABLY REQUEST;
(VII)
IF REQUIRED BY THE AGENT, FLOOD INSURANCE AND
EARTHQUAKE INSURANCE ON TERMS SATISFACTORY TO THE AGENT;
(VIII)
IF REQUIRED BY THE AGENT, THE MOST RECENT A.L.T.A.
SURVEYS AND SURVEYOR'S CERTIFICATIONS CERTIFIED TO THE AGENT AS TO ALL REAL
PROPERTY IN RESPECT OF WHICH THERE IS DELIVERED A MORTGAGE BY THE BORROWER OR
ANY OF ITS SUBSIDIARIES, EACH IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
THE AGENT; AND
(IX)
SUCH CONSENTS, ESTOPPELS, SUBORDINATION
AGREEMENTS AND OTHER DOCUMENTS AND INSTRUMENTS EXECUTED BY LANDLORDS, TENANTS
AND OTHER PERSONS PARTY TO MATERIAL CONTRACTS RELATING TO ANY COLLATERAL AS TO
WHICH THE AGENT SHALL BE GRANTED A LIEN FOR THE BENEFIT OF AGENT AND THE
LENDERS, AS REASONABLY REQUESTED BY THE AGENT;
(E)
LEGAL OPINIONS.
SUCH OPINIONS OF COUNSEL
TO THE BORROWER AND ITS SUBSIDIARIES, IN EACH INSTANCE ADDRESSED TO THE AGENT
AND THE LENDERS, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO AGENT;
16
(F)
PAYMENT OF FEES.
EVIDENCE REASONABLY
ACCEPTABLE TO IT THAT THE BORROWER SHALL HAVE PAID ALL ACCRUED AND UNPAID FEES,
COSTS AND EXPENSES TO THE EXTENT THEN DUE AND PAYABLE ON THE RESTATEMENT
EFFECTIVE DATE, TOGETHER WITH ATTORNEY COSTS OF THE AGENT;
(G)
CERTIFICATE.
A CERTIFICATE SIGNED ON BEHALF
OF THE BORROWER BY A RESPONSIBLE OFFICER, DATED AS OF THE RESTATEMENT EFFECTIVE
DATE, STATING THAT:
(I)
THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN ARTICLE III HEREOF ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON
AND AS OF SUCH DATE, AS THOUGH MADE ON AND AS OF SUCH DATE;
(II)
NO DEFAULT OR EVENT OF DEFAULT EXISTS OR
WOULD RESULT FROM THE BORROWING OR ISSUANCE OF THE LENDER LETTERS OF CREDIT OR
LETTER OF CREDIT PARTICIPATION AGREEMENTS TO BE MADE ON THE RESTATEMENT
EFFECTIVE DATE OR FROM THE CONSUMMATION OF ANY OF THE OTHER TRANSACTIONS
CONTEMPLATED HEREBY; AND
(III)
THERE HAS OCCURRED SINCE DECEMBER 31, 2004
NO EVENT OR CIRCUMSTANCE THAT HAS RESULTED OR WOULD REASONABLY BE EXPECTED TO
RESULT IN (A) A MATERIAL ADVERSE EFFECT OR (B) A MATERIAL ADVERSE CHANGE IN, OR
A MATERIAL ADVERSE EFFECT UPON, THE PROSPECTS OF THE BORROWER OR THE BORROWER
AND ITS SUBSIDIARIES TAKEN AS A WHOLE;
(H)
FINANCIAL STATEMENTS.
COPIES OF ALL OF THE
FINANCIAL STATEMENTS OF THE BORROWER AND ITS SUBSIDIARIES REFERRED TO IN
SECTION 3.11, CERTIFIED ON BEHALF OF THE BORROWER BY A RESPONSIBLE OFFICER;
(I)
INSURANCE POLICIES.
STANDARD LENDERS'
LOSS PAYABLE AND OTHER ENDORSEMENTS IN FAVOR OF THE AGENT WITH RESPECT TO THE
INSURANCE POLICIES OR OTHER INSTRUMENTS OR DOCUMENTS EVIDENCING INSURANCE
COVERAGE ON THE PROPERTY OF THE BORROWER IN ACCORDANCE WITH SECTION 4.6;
(J)