FOR INFORMATION, DATED ON OR BEFORE THE DATE OF
THE INITIAL CREDIT EXTENSION, LISTING THE FINANCING STATEMENTS REFERRED TO IN
CLAUSE (B) ABOVE AND ALL OTHER EFFECTIVE FINANCING STATEMENTS FILED IN THE
JURISDICTIONS REFERRED TO IN CLAUSE (B) ABOVE THAT NAME ANY LOAN PARTY AS
DEBTOR, TOGETHER WITH COPIES OF SUCH OTHER FINANCING STATEMENTS,
(D)
EVIDENCE OF THE COMPLETION OF ALL OTHER ACTIONS, RECORDINGS AND
FILINGS OF OR WITH RESPECT TO THE SECURITY AGREEMENT THAT THE ADMINISTRATIVE
AGENT MAY DEEM REASONABLY NECESSARY OR DESIRABLE IN ORDER TO PERFECT THE
ENCUMBRANCES CREATED THEREBY,
(E)
ACCOUNT CONTROL AGREEMENTS, DULY EXECUTED BY THE APPROPRIATE
PARTIES, WITH RESPECT TO ALL BANK ACCOUNTS OF THE LOAN PARTIES, OTHER THAN BANK
ACCOUNTS WITH WELLS FARGO,
(F)
COPIES OF THE ASSIGNED AGREEMENTS SUBJECT TO THE COLLATERAL
ASSIGNMENT OF CONTRACTS REFERRED TO ABOVE, TOGETHER WITH ANY REASONABLY
NECESSARY
45
CONSENTS TO SUCH ASSIGNMENT, DULY EXECUTED BY EACH PARTY TO SUCH ASSIGNED
AGREEMENTS OTHER THAN THE LOAN PARTIES, AND
(G)
EVIDENCE THAT ALL OTHER ACTION THAT THE ADMINISTRATIVE AGENT MAY
DEEM REASONABLY NECESSARY OR DESIRABLE IN ORDER TO PERFECT THE ENCUMBRANCES
CREATED UNDER THE SECURITY AGREEMENT HAS BEEN TAKEN (INCLUDING RECEIPT OF DULY
EXECUTED PAYOFF LETTERS AND UCC-3 TERMINATION STATEMENTS);
(IV)
THE FEE PROPERTY SECURITY DOCUMENTS;
(V)
TITLE POLICIES, ISSUED BY THE TITLE COMPANY, INSURING THE LIENS OF
THE FEE PROPERTY SECURITY DOCUMENTS AS A VALID FIRST LIENS UPON THE FEE
INTERESTS OF EACH OF THE FEE PROPERTIES, SUBJECT ONLY TO THE PERMITTED
ENCUMBRANCES.
EACH TITLE POLICY WHEN ISSUED SHALL BE REASONABLY ACCEPTABLE TO
ADMINISTRATIVE AGENT FOLLOWING A REVIEW OF ALL TITLE EXCEPTION DOCUMENTS CITED
IN THEREIN AND SHALL SPECIFICALLY INCLUDE BY ENDORSEMENT OR AFFIRMATIVE COVERAGE
(IF PERMITTED BY ADMINISTRATIVE AGENT IN ITS DISCRETION), AN ALTA 9
COMPREHENSIVE ENDORSEMENT, A DELETION OF CREDITORS' RIGHTS EXCEPTION (IF
AVAILABLE), AND SUCH OTHER ENDORSEMENTS AND COVERAGES AS ADMINISTRATIVE AGENT
MAY REASONABLY REQUIRE, PROVIDED SUCH ENDORSEMENTS AND COVERAGES ARE AVAILABLE;
(VI)
THE SUBORDINATION AGREEMENT;
(VII)
LANDLORD WAIVERS AS REQUIRED BY AND IN FORM AND SUBSTANCE
SATISFACTORY TO THE ADMINISTRATIVE AGENT, EXECUTED BY EACH OF THE BORROWERS'
LESSORS, UNLESS WAIVED BY THE ADMINISTRATIVE AGENT;
(VIII)
SUCH CERTIFICATES OF RESOLUTIONS OR OTHER ACTION, INCUMBENCY
CERTIFICATES AND/OR OTHER CERTIFICATES OF RESPONSIBLE OFFICERS OF EACH LOAN
PARTY AS THE ADMINISTRATIVE AGENT MAY REQUIRE EVIDENCING THE AUTHORITY OF EACH
LOAN PARTY TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY AND THE IDENTITY,
AUTHORITY AND CAPACITY OF EACH RESPONSIBLE OFFICER THEREOF AUTHORIZED TO ACT AS
A RESPONSIBLE OFFICER IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS TO WHICH SUCH LOAN PARTY IS A PARTY OR IS TO BE A PARTY;
(IX)
SUCH DOCUMENTS AND CERTIFICATIONS AS THE ADMINISTRATIVE AGENT MAY
REASONABLY REQUIRE TO EVIDENCE THAT EACH LOAN PARTY IS DULY ORGANIZED OR FORMED,
IS VALIDLY EXISTING, IN GOOD STANDING AND QUALIFIED TO ENGAGE IN BUSINESS IN
EACH JURISDICTION WHERE ITS OWNERSHIP, LEASE OR OPERATION OF PROPERTIES OR THE
CONDUCT OF ITS BUSINESS REQUIRES SUCH QUALIFICATION, EXCEPT TO THE EXTENT THAT
FAILURE TO DO SO COULD NOT REASONABLY BE