CASE COMPLETED BY AUDITORS AND APPRAISERS SELECTED
BY THE ADMINISTRATIVE AGENT;
(X)
ENVIRONMENTAL DATABASE SEARCH REPORTS ON
ALL MORTGAGED PROPERTIES, DATED NO MORE THAN 6 MONTHS PRIOR TO THE CLOSING DATE,
AND THE ADMINISTRATIVE AGENT SHALL BE REASONABLY SATISFIED WITH THE CONTENTS
THEREOF;
(XI)
COPIES OF DULY EXECUTED PAYOFF LETTERS, IN
FORM AND SUBSTANCE SATISFACTORY TO ADMINISTRATIVE AGENT, EXECUTED BY EACH OF THE
EXISTING LENDERS OR THE AGENT THEREOF, TOGETHER WITH (A) UCC OR OTHER
APPROPRIATE TERMINATION STATEMENTS, OR AUTHORIZATION TO FILE SUCH UCC
TERMINATION STATEMENTS, IN FORM AND SUBSTANCE SATISFACTORY TO ADMINISTRATIVE
AGENT, RELEASING ALL LIENS OF THE EXISTING LENDERS UPON ANY OF THE PERSONAL
PROPERTY OF THE LOAN PARTIES, (B) CANCELLATIONS AND RELEASES, IN FORM AND
SUBSTANCE SATISFACTORY TO THE
47
ADMINISTRATIVE AGENT, RELEASING ALL LIENS OF THE EXISTING LENDERS UPON ANY OF
THE REAL PROPERTY OF THE LOAN PARTIES, AND (C) ANY OTHER RELEASES, TERMINATIONS
OR OTHER DOCUMENTS REASONABLY REQUIRED BY THE ADMINISTRATIVE AGENT TO EVIDENCE
THE PAYOFF OF INDEBTEDNESS OWED TO THE EXISTING LENDERS;
(XII)
CERTIFICATES OF INSURANCE, IN FORM AND DETAIL
ACCEPTABLE TO THE ADMINISTRATIVE AGENT, DESCRIBING IN REASONABLE DETAIL THE
TYPES AND AMOUNTS OF INSURANCE (PROPERTY AND LIABILITY) MAINTAINED BY THE
BORROWER AND ALL GUARANTORS, INCLUDING INSURANCE COVERING THE TANGIBLE
COLLATERAL OWNED OR LEASED BY THE LOAN PARTIES, IN EACH CASE NAMING THE
ADMINISTRATIVE AGENT AS LOSS PAYEE OR ADDITIONAL INSURED, AS THE CASE MAY BE,
TOGETHER WITH A LENDER'S LOSS PAYABLE ENDORSEMENT IN FORM AND SUBSTANCE
SATISFACTORY TO THE ADMINISTRATIVE AGENT;
(XIII)
A CERTIFICATE OF THE SECRETARY OR ASSISTANT
SECRETARY OF EACH LOAN PARTY IN THE FORM OF EXHIBIT 3.01(B)(XIII), ATTACHING AND
CERTIFYING COPIES OF ITS BYLAWS AND OF THE RESOLUTIONS OF ITS BOARDS OF
DIRECTORS, OR PARTNERSHIP AGREEMENT OR LIMITED LIABILITY COMPANY AGREEMENT, OR
COMPARABLE ORGANIZATIONAL DOCUMENTS AND AUTHORIZATIONS, AUTHORIZING THE
EXECUTION, DELIVERY AND PERFORMANCE OF THE LOAN DOCUMENTS TO WHICH IT IS A PARTY
AND CERTIFYING THE NAME, TITLE AND TRUE SIGNATURE OF EACH OFFICER OF SUCH LOAN
PARTY EXECUTING THE LOAN DOCUMENTS TO WHICH IT IS A PARTY;
(XIV)
CERTIFIED COPIES OF THE ARTICLES OR CERTIFICATE OF
INCORPORATION, CERTIFICATE OF ORGANIZATION OR LIMITED PARTNERSHIP, OR OTHER
REGISTERED ORGANIZATIONAL DOCUMENTS OF EACH LOAN PARTY, TOGETHER WITH
CERTIFICATES OF GOOD STANDING OR EXISTENCE, AS MAY BE AVAILABLE FROM THE
SECRETARY OF STATE OF THE JURISDICTION OF ORGANIZATION OF SUCH LOAN PARTY AND
EACH OTHER JURISDICTION WHERE SUCH LOAN PARTY IS REQUIRED TO BE QUALIFIED TO DO
BUSINESS AS A FOREIGN CORPORATION;
(XV)
A FAVORABLE WRITTEN OPINION OF COUNSEL TO THE
LOAN PARTIES, INCLUDING OPINIONS IN RESPECT OF THE LAWS OF EACH STATE WHERE SUCH
ENTITIES WERE ORGANIZED, WHERE ANY REAL PROPERTY COLLATERAL IS LOCATED, AND OF
EACH COUNTRY WHERE THE CAPITAL STOCK OF ANY NON-U.S. SUBSIDIARY IS BEING
PLEDGED, ADDRESSED TO THE ADMINISTRATIVE AGENT AND EACH OF THE LENDERS, AND
COVERING SUCH MATTERS RELATING TO THE LOAN PARTIES, THE LOAN DOCUMENTS AND THE
TRANSACTIONS CONTEMPLATED THEREIN AS THE ADMINISTRATIVE AGENT OR THE REQUIRED
LENDERS SHALL REASONABLY REQUEST;
(XVI)
A CERTIFICATE IN