and providing for such other affirmative insurance
(including endorsements for future advances under the Loan Documents and for
mechanics' and materialmen's Liens),
(C)
any surveys or maps, for which all necessary fees (where
applicable) shall have been paid, as may be required for CTIC to provide the
Administrative Agent with extended coverage on the Administrative Agent's loan
title policies,
(D)
engineering, soils and other reports as to the properties described
in the Mortgages to the extent any such reports have been prepared at the
request of, or are available to, the applicable Loan Party,
72
(E)
evidence of the insurance required by the terms of the Mortgages,
and
(VII)
EVIDENCE THAT ALL OTHER ACTION THAT THE ADMINISTRATIVE AGENT MAY
REASONABLY DEEM NECESSARY IN ORDER TO CREATE VALID FIRST AND SUBSISTING LIENS ON
THE PROPERTY DESCRIBED IN THE MORTGAGES HAS BEEN TAKEN;
(VIII)
EVIDENCE THAT ALL INSURANCE (INCLUDING WITHOUT LIMITATION TITLE
INSURANCE) REQUIRED TO BE MAINTAINED PURSUANT TO THE LOAN DOCUMENTS HAS BEEN
OBTAINED AND IS IN EFFECT AND THAT THE ADMINISTRATIVE AGENT HAS BEEN NAMED AS
LOSS PAYEE UNDER EACH PROPERTY INSURANCE POLICY WITH RESPECT TO SUCH INSURANCE
AS TO WHICH THE ADMINISTRATIVE AGENT SHALL HAVE REQUESTED TO BE SO NAMED;
(IX)
A REQUEST FOR CREDIT EXTENSION RELATING TO THE INITIAL CREDIT
EXTENSIONS IN ACCORDANCE WITH THE REQUIREMENTS HEREOF;
(X)
AN OPINION OF KIRKLAND & ELLIS LLP, SPECIAL COUNSEL TO THE LOAN
PARTIES IN THE FORM OF EXHIBIT H, ADDRESSED TO EACH AGENT AND EACH LENDER AND IN
FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT;
(XI)
SUCH DOCUMENTS AND CERTIFICATIONS AS THE ADMINISTRATIVE AGENT MAY
REASONABLY REQUIRE TO EVIDENCE THAT EACH LOAN PARTY IS DULY ORGANIZED OR FORMED,
VALIDLY EXISTING, IN GOOD STANDING AND QUALIFIED TO ENGAGE IN BUSINESS IN ITS
JURISDICTION OF ORGANIZATION;
(XII)
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 REASONABLY REQUIRE EVIDENCING THE
IDENTITY, AUTHORITY AND CAPACITY OF EACH RESPONSIBLE OFFICER OF SUCH LOAN PARTY
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;
(XIII)
CERTIFIED COPIES OF EACH OF (A) THE SENIOR NOTES DOCUMENTS, (B)
THE SENIOR PIK/TOGGLE NOTES DOCUMENTS AND (C) THE EQUITY CONTRIBUTION AGREEMENT,
EACH IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT
AND EACH DULY EXECUTED BY THE PARTIES THERETO, WHICH SHALL BE IN FULL FORCE AND
EFFECTIVE IN ACCORDANCE WITH THEIR RESPECTIVE TERMS AS OF THE CLOSING DATE;
(XIV)
DULY EXECUTED ORIGINALS OF AN INITIAL BORROWING BASE CERTIFICATE,
DATED THE CLOSING DATE;
(XV)
THE DEPOSIT ACCOUNT CONTROL AGREEMENTS REFERRED TO IN THE SECURITY
AGREEMENT, DULY EXECUTED BY THE APPLICABLE LOAN PARTIES AND EACH PLEDGED ACCOUNT
BANK REFERRED TO IN THE SECURITY AGREEMENT;
(XVI)
THE INTERCREDITOR AGREEMENT, DULY EXECUTED BY ALL THE PARTIES
THERETO; AND
(XVII)
A CERTIFICATE IN THE FORM OF EXHIBIT L HERETO, ATTESTING TO THE
SOLVENCY OF UHS, BEFORE AND AFTER GIVING