(A)
COPIES OF ALL LEASES AND THE RENT ROLLS (CERTIFIED AS TRUE AND
CORRECT BY BORROWER) AND AGENT SHALL HAVE RECEIVED ESTOPPELS FROM WACHOVIA WITH
RESPECT TO WACHOVIA LEASES; AND
(B)
PAID TITLE POLICIES (OR A COMMITMENT TO ISSUE SUCH TITLE POLICIES),
IN THE AMOUNT OF THE LOAN (OR ALLOCATED PORTIONS THEREOF AS AGENT MAY AGREE),
INSURING AGENT THAT EACH MORTGAGE IS A VALID FIRST LIEN ON THE APPLICABLE
MORTGAGED PROPERTY, CONTAINING NO EXCEPTIONS TO COVERAGE OTHER THAN PERMITTED
ENCUMBRANCES AND WHICH TITLE POLICIES SHALL CONTAIN:
(I)
NO EXCEPTION FOR MECHANICS' OR
MATERIALMEN'S LIENS;
(II)
NO SURVEY EXCEPTIONS OTHER THAN THOSE
APPROVED BY AGENT;
(III)
SUCH AFFIRMATIVE INSURANCE AND ENDORSEMENTS
AS AGENT SHALL REASONABLY REQUIRE;
52
(C)
ORIGINAL ALTA SURVEYS OF EACH PROPERTY (EACH A "SURVEY",
COLLECTIVELY, THE "SURVEYS") PREPARED BY LICENSED SURVEYORS ACCEPTABLE TO AGENT
EACH IN FORM AND CONTENT ACCEPTABLE TO AGENT; PROVIDED, HOWEVER, EXCEPT AS SET
FORTH BELOW, BORROWER MAY SATISFY THE FOREGOING SURVEY REQUIREMENTS WITH RESPECT
TO A PROPERTY IF (X) BORROWER PROVIDES AN EXISTING SURVEY WHICH IS DATED ON OR
AFTER JANUARY 1, 2004 AND AN AFFIDAVIT FROM THE EXISTING OWNER OF THE APPLICABLE
PROPERTY TO THE TITLE COMPANY AS TO ANY CHANGES WHICH OTHERWISE WOULD BE
REFLECTED ON AN UPDATED SURVEY, AND (Y) THE TITLE COMPANY ISSUES THE RELATED
TITLE POLICY WITHOUT THE GENERIC EXCEPTIONS WITH RESPECT TO SUCH SURVEY AND WITH
CORRESPONDING AFFIRMATIVE COVERAGE WITH RESPECT THERETO.
BORROWER WILL BE
REQUIRED TO PROVIDE UPDATED SURVEYS WITH RESPECT TO THE PROPERTIES LOCATED AT
3579-3583 ATLANTA, ATLANTA GEORGIA, 1100 CORPORATE CENTER, RALEIGH, NORTH
CAROLINA, 809 WEST 4 1⁄2 STREET, WINSTON SALEM, NORTH CAROLINA, 21 SOUTH STREET,
MORRISTOWN, NEW JERSEY, 101 INDEPENDENCE ST., PHILADELPHIA, PA., 16 BROAD ST.,
CHARLESTON, SOUTH CAROLINA AND 7711 PLANTATION RD., ROANOKE, VIRGINIA;
(D)
UCC, JUDGMENT, BANKRUPTCY AND OTHER SEARCHES WITH RESPECT TO BORROWER,
GUARANTOR AND SUCH OTHER PERSONS AS AGENT SHALL SPECIFY;
(E)
UNLESS SUCH INFORMATION IS INDICATED ON THE APPLICABLE SURVEYS, A
CERTIFICATE FROM A LICENSED SURVEYOR OR AN INSURANCE BROKER THAT NO PROPERTY
LOCATED IN A FLOOD HAZARD PLAIN AS INDICATED ON THE MAPS OF THE FEDERAL
EMERGENCY MANAGEMENT AGENCY;
(F)
THE WACHOVIA ESTOPPELS;
(G)
THE ENVIRONMENTAL REPORTS (AND, IF SUCH REPORTS ARE NOT ADDRESSED TO
AGENT, A RELIANCE LETTER FOR SAME ADDRESSED TO AGENT), OR SUCH OTHER
ENVIRONMENTAL REPORTS OR ASSESSMENTS AS ARE REASONABLY SATISFACTORY TO AGENT;
(H)
THE PROPERTY CONDITION REPORTS (AND, IF SUCH REPORTS ARE NOT ADDRESSED TO
AGENT, A RELIANCE LETTER FOR SAME ADDRESSED TO AGENT);
(I)
THE TAX IDENTIFICATION NUMBER, ORGANIZATIONAL IDENTIFICATION NUMBER, AND
SOCIAL SECURITY NUMBER (AS APPLICABLE) FOR EACH OF BORROWER, BORROWER LP,
BORROWER GP AND GUARANTOR;
(J)
COPIES OF ORGANIZATIONAL AND AUTHORIZING DOCUMENTS OF BORROWER, BORROWER
GP AND GUARANTOR; AND EVIDENCE OF THE GOOD STANDING OF ALL SUCH ENTITIES IN ALL
RELEVANT JURISDICTIONS;
(K)
OPINION(S) OF COUNSEL FOR BORROWER, BORROWER LP, BORROWER GP AND
GUARANTOR, INCLUDING, WITHOUT LIMITATION, AN ENFORCEABILITY OPINION AND A
BANKRUPTCY NON-CONSOLIDATION OPINION TO THE EXTENT REQUIRED BY AGENT, EACH IN
FORM AND SUBSTANCE REASONABLY SATISFACTORY TO