GOOD STANDING ISSUED BY THE SECRETARY OF STATE OF THE
APPLICABLE STATE OF INCORPORATION AND DATED WITHIN THIRTY (30) BANKING BUSINESS
DAYS OF THE RESTATEMENT DATE, (II) A COPY OF THE ARTICLES OF INCORPORATION AND
BY-LAWS CERTIFIED TO BE TRUE AND CORRECT BY A DULY AUTHORIZED OFFICER OF EACH
RESPECTIVE BORROWER, (III) AN ORIGINAL CERTIFICATE OF CORPORATE RESOLUTION AND
CERTIFICATE OF INCUMBENCY EXECUTED BY THE SECRETARY OF EACH RESPECTIVE BORROWER
AND ATTESTED TO BY ITS PRESIDENT, VICE PRESIDENT, OR TREASURER AUTHORIZING
BORROWERS TO ENTER INTO ALL DOCUMENTS AND AGREEMENTS TO BE EXECUTED BY IT
PURSUANT TO THIS CREDIT AGREEMENT AND FURTHER AUTHORIZING AND EMPOWERING THE
OFFICER OR OFFICERS WHO WILL EXECUTE SUCH DOCUMENTS AND AGREEMENTS WITH THE
AUTHORITY AND POWER TO EXECUTE SUCH DOCUMENTS AND AGREEMENTS ON BEHALF OF EACH
RESPECTIVE BORROWER, (IV) DESIGNATION BY CORPORATE CERTIFICATE ("AUTHORIZED
OFFICER CERTIFICATE"), SUBSTANTIALLY IN THE FORM OF THE AUTHORIZED OFFICER
CERTIFICATE MARKED "EXHIBIT F", AFFIXED HERETO AND BY THIS REFERENCE
INCORPORATED HEREIN AND MADE A PART HEREOF, OF THE OFFICERS OF EACH RESPECTIVE
BORROWER WHO ARE AUTHORIZED TO GIVE NOTICES OF BORROWING, CONTINUATION/
CONVERSION NOTICES, PRICING CERTIFICATES, COMPLIANCE CERTIFICATES AND ALL OTHER
NOTICES, REQUESTS, REPORTS, CONSENTS, CERTIFICATIONS AND AUTHORIZATIONS ON
BEHALF OF EACH OF THE BORROWERS AND THE BORROWER CONSOLIDATION, EACH
INDIVIDUALLY AN "AUTHORIZED OFFICER"
69
AND COLLECTIVELY THE "AUTHORIZED OFFICERS", AND (V) AN ORIGINAL CLOSING
CERTIFICATE ("CLOSING CERTIFICATE"), SUBSTANTIALLY IN THE FORM OF THE CLOSING
CERTIFICATE MARKED "EXHIBIT G", AFFIXED HERETO AND BY THIS REFERENCE
INCORPORATED HEREIN AND MADE A PART HEREOF, DULY EXECUTED BY AN AUTHORIZED
OFFICER OF BORROWERS.
SECTION 3.06.
OPINION OF COUNSEL.
ONE OR MORE OPINIONS OF COUNSEL TO
THE BORROWERS, DATED AS OF THE RESTATEMENT DATE AND ADDRESSED TO THE AGENT BANK
ON BEHALF OF ITSELF AND EACH OF THE BANKS, TOGETHER WITH THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS, SUBSTANTIALLY IN THE FORM OF THE LEGAL OPINION MARKED
"EXHIBIT I", AFFIXED HERETO AND BY THIS REFERENCE INCORPORATED HEREIN AND MADE A
PART HEREOF.
SECTION 3.07.
RESTATEMENT TITLE COVERAGE.
AS OF THE CLOSING DATE, THE
RESTATEMENT TITLE COVERAGE (OR PROFORMA COMMITMENT FOR THE ISSUANCE THEREOF)
CONSISTENT WITH THE REQUIREMENTS OF THE RESTATEMENT CLOSING INSTRUCTIONS.
SECTION 3.08.
SURVEY.
IF REQUIRED BY TITLE INSURANCE COMPANY AS A
CONDITION FOR THE ISSUANCE OF THE MPI TITLE ENDORSEMENTS, A CURRENT BOUNDARY AND
LOCATION SURVEY FOR THE MPI REAL PROPERTY, SUBJECT TO EXCEPTIONS APPROVED BY
LENDERS PRIOR TO THE RESTATEMENT DATE, DELIVERED TO AGENT BANK NO LESS THAN TEN
(10) BANKING BUSINESS DAYS PRIOR TO THE RESTATEMENT DATE, WHICH, IF SO REQUIRED,
MUST (A) BE CERTIFIED TO AGENT BANK AND THE MPI TITLE INSURANCE COMPANY,
(B) SHOW THE MPI REAL PROPERTY TO BE FREE OF ENCROACHMENTS, OVERLAPS, AND OTHER
SURVEY DEFECTS, (C) SHOW THE COURSES AND DISTANCES OF THE LOT LINES FOR THE MPI
REAL PROPERTY, (D) SHOW THAT ALL EXISTING IMPROVEMENTS ARE LOCATED WITHIN SAID
LOT AND BUILDING LINES, AND (E) SHOW THE LOCATION
OF ALL ABOVE AND BELOW GROUND
EASEMENTS, IMPROVEMENTS, APPURTENANCES, UTILITIES, RIGHTS-OF-WAY, WATER RIGHTS
AND INGRESS AND EGRESS, BY