FILING, DOCUMENTARY, STAMP, INTANGIBLE AND RECORDING TAXES AND FEES
HAVE BEEN PAID TOGETHER WITH ALL OF THE FOLLOWING TO THE SATISFACTION OF THE
ADMINISTRATIVE AGENT:
FULLY PAID TITLE INSURANCE POLICIES, OR BINDING MARKED
COMMITMENTS TO ISSUE SUCH POLICIES (THE "MORTGAGE POLICIES"), WITH ENDORSEMENTS
AND IN AMOUNTS REASONABLY ACCEPTABLE TO THE COLLATERAL TRUSTEE AND THE
ADMINISTRATIVE AGENT, ISSUED, COINSURED AND REINSURED BY TITLE INSURERS
REASONABLY ACCEPTABLE TO THE COLLATERAL TRUSTEE AND THE ADMINISTRATIVE AGENT,
INSURING THE MORTGAGES TO BE VALID FIRST AND SUBSISTING LIENS ON THE PROPERTY
DESCRIBED THEREIN, FREE AND CLEAR OF ALL DEFECTS (INCLUDING, BUT NOT LIMITED TO,
MECHANICS' AND MATERIALMEN'S LIENS) AND ENCUMBRANCES, EXCEPTING ONLY PERMITTED
ENCUMBRANCES, AND PROVIDING FOR SUCH OTHER AFFIRMATIVE INSURANCE (INCLUDING
ENDORSEMENTS FOR FUTURE ADVANCES UNDER THE LOAN DOCUMENTS, FOR MECHANICS' AND
MATERIALMEN'S LIENS AND FOR ZONING OF THE APPLICABLE PROPERTY) AND SUCH
COINSURANCE AND DIRECT ACCESS REINSURANCE AS THE COLLATERAL TRUSTEE AND THE
ADMINISTRATIVE AGENT MAY DEEM REASONABLY NECESSARY OR DESIRABLE, INCLUDING
EVIDENCE OF THE INSURANCE REQUIRED BY THE TERMS OF THE MORTGAGES;
(VII)
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 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;
(VIII)
SUCH DOCUMENTS AND CERTIFICATIONS AS THE
ADMINISTRATIVE AGENT MAY REASONABLY REQUIRE TO EVIDENCE THAT EACH LOAN PARTY IS
DULY ORGANIZED OR FORMED, AND THAT BORROWER AND EACH LOAN PARTY 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 EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT;
55
(IX)
A FAVORABLE OPINION OF MILBANK, TWEED,
HADLEY & MCCLOY LLP, COUNSEL TO THE LOAN PARTIES, ADDRESSED TO THE
ADMINISTRATIVE AGENT AND EACH LENDER, AS TO SUCH MATTERS CONCERNING THE LOAN
PARTIES AND THE LOAN DOCUMENTS AS THE ADMINISTRATIVE AGENT OR THE REQUIRED
LENDERS MAY REASONABLY REQUEST;
(X)
THE COLLATERAL AGENCY AGREEMENT, DULY
EXECUTED BY THE PARTIES THERETO;
(XI)
THE INTERCREDITOR AGREEMENT, DULY EXECUTED
BY THE PARTIES THERETO;
(XII)
A CERTIFICATE OF A RESPONSIBLE OFFICER OF EACH
LOAN PARTY EITHER (A) ATTACHING COPIES OF ALL CONSENTS, LICENSES AND APPROVALS
REQUIRED IN CONNECTION WITH THE CONSUMMATION BY SUCH LOAN PARTY OF THE
TRANSACTION AND THE EXECUTION, DELIVERY AND PERFORMANCE BY SUCH LOAN PARTY AND
THE VALIDITY AGAINST SUCH LOAN PARTY OF THE LOAN DOCUMENTS TO WHICH IT IS A
PARTY, AND SUCH CONSENTS, LICENSES AND APPROVALS SHALL BE IN FULL FORCE AND
EFFECT, OR (B) STATING THAT NO SUCH CONSENTS, LICENSES OR APPROVALS ARE SO
REQUIRED;
(XIII)
A CERTIFICATE SIGNED BY A RESPONSIBLE OFFICER OF
BORROWER CERTIFYING (A) THAT THE CONDITIONS SPECIFIED IN SECTIONS 4.02(A) AND
(B) HAVE BEEN