Common use of Deliveries to the Administrative Agent Clause in Contracts

Deliveries to the Administrative Agent. The Administrative Agent shall have received, on or before the Closing Date, all of the following in form and substance satisfactory to the Administrative Agent and its counsel: (a) this Agreement, the Revolving Notes and the Environmental Indemnity executed by the Company; (b) copies of the resolutions of the board of directors of the Company approving and authorizing the execution, delivery and performance by the Company of this Agreement, the other Loan Documents to be delivered hereunder, and the Environmental Indemnity, and authorizing the borrowing of the Loans, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Company; (c) a certificate of the Secretary or Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to execute and deliver, as applicable, this Agreement, all other Loan Documents to be delivered hereunder, and the Environmental Indemnity; (d) the articles or certificate of incorporation of the Company as in effect on the Closing Date, certified by the Secretary of State of the state of incorporation of the Company as of a recent date and by the Secretary or Assistant Secretary of the Company as of the Closing Date; and (e) a good standing certificate for the Company from the Secretary of State of (i) its state of incorporation and (ii) each state in which an Approved Parcel is situated, evidencing that the Company is qualified to do business as a foreign corporation in said state as of a recent date, together with bringdown certificates by telex or telefacsimile dated the Closing Date; (f) an opinion of counsel to the Company acceptable to the Administrative Agent, addressed to the Administrative Agent, substantially in the form of Exhibit E; (g) a certificate signed by a Responsible Officer, dated as of the Closing Date, stating that (i) the representations and warranties contained in Article 5 are true and correct on and as of such date, as though made on and as of such date; (ii) no Default or Event of Default exists or would result from the initial Loan; and (iii) there has occurred since September 30, 1998, no event or circumstance that could reasonably be expected to result in a Material Adverse Effect; (h) a certified copy of financial statements of the Company and its Subsidiaries referred to in Section 5.11; and (i) such other approvals, opinions or documents as the Administrative Agent may request. 4.2.2

Deliveries to the Administrative Agent. The Administrative Agent shall have received, on or before the Closing Date, all of the following in form and substance satisfactory to the Administrative Agent and its counsel: (a) this Agreement, Agreement and the Revolving Notes and the Environmental Indemnity executed by the Company; (b) a Guaranty executed by each Subsidiary or Permitted Partnership whose financial results are consolidated with the Company's financial results for purposes of the financial statements to be delivered to the Banks pursuant to subsections 6.1(a) and 6.1(b); (c) copies of the resolutions of the board of directors of the Company and each Guarantor approving and authorizing the execution, delivery and performance by the Company or such Guarantor of this Agreement, Agreement and the other Loan Documents to be delivered hereunder, and the Environmental Indemnityhereunder to which such Person is a party, and authorizing the borrowing or guarantee of the Loans, as appropriate, certified as of the Closing Date by the such Person's Secretary or an Assistant Secretary of the Company; (cd) a certificate certificates of the Secretary or Assistant Secretary of the Company and each Guarantor certifying the names and true signatures of the officers of the Company or such Guarantor authorized to execute and deliver, as applicable, this Agreement, Agreement and all other Loan Documents to be delivered hereunder, and the Environmental Indemnityhereunder to which such Person is a party; (de) the articles or certificate of incorporation of the Company and each Guarantor as in effect on the Closing Date, certified by the Secretary of State of the applicable Person's state of incorporation of the Company as of a recent date and by the applicable Person's Secretary or Assistant Secretary of the Company as of the Closing Date; and (ef) a good standing certificate certificates for the Company and each Guarantor from the Secretary of State of (i) its such Person's state of incorporation and (ii) in the case of the Company, each state in which an Approved Unencumbered Parcel is situated, evidencing that the Company is qualified to do business as a foreign corporation in said state as of a recent date, together with bringdown certificates by telex or telefacsimile dated the Closing Date; (fg) an opinion of counsel to the Company and the Guarantors acceptable to the Administrative Agent, addressed to the Administrative Agent, substantially in the form of Exhibit ED; (gh) a certificate signed by a Responsible Officer, dated as of the Closing Date, stating that (i) the representations and warranties contained in Article 5 are true and correct on and as of such date, as though made on and as of such date; (ii) no Default or Event of Default exists or would result from the initial Loan; and (iii) there has occurred since September 30December 31, 19981997, no event or circumstance that could reasonably be expected to result in a Material Adverse Effect; (hi) a certified copy of the consolidated financial statements of the Company and its Subsidiaries referred to in Section 5.11; and (ij) such other approvals, opinions or documents as the Administrative Agent may request. 4.2.2

Deliveries to the Administrative Agent. The Administrative Agent shall have received, on or before the Closing Date, all of the following in form and substance satisfactory to the Administrative Agent and its counsel: (a) this Agreement, the Revolving Notes and the Environmental Indemnity executed by the Company; (b) copies of the resolutions of the board of directors of the Company approving and authorizing the execution, delivery and performance by the Company of this Agreement, the other Loan Documents to be delivered hereunder, and the Environmental Indemnity, and authorizing the borrowing of the Loans, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Company; (c) a certificate of the Secretary or Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to execute and deliver, as applicable, this Agreement, all other Loan Documents to be delivered hereunder, and the Environmental Indemnity; (d) the articles or certificate of incorporation of the Company as in effect on the Closing Date, certified by the Secretary of State of the state of incorporation of the Company as of a recent date and by the Secretary or Assistant Secretary of the Company as of the Closing Date; and (e) a good standing certificate for the Company from the Secretary of State of (i) its state of incorporation and (ii) each state in which an Approved Parcel is situated, evidencing that the Company is qualified to do business as a foreign corporation in said state as of a recent date, together with bringdown certificates by telex or telefacsimile dated the Closing Date; (f) an opinion of counsel to the Company acceptable to the Administrative Agent, addressed to the Administrative Agent, substantially in the form of Exhibit E; (g) a certificate signed by a Responsible Officer, dated as of the Closing Date, stating that (i) the representations and warranties contained in Article 5 are true and correct on and as of such date, as though made on and as of such date; (ii) no Default or Event of Default exists or would result from the initial Loan; and (iii) there has occurred since September 30December 31, 19981997, no event or circumstance that could reasonably be expected to result in a Material Adverse Effect; (h) a certified copy of financial statements of the Company and its Subsidiaries referred to in Section 5.11; and (i) such other approvals, opinions or documents as the Administrative Agent may request; (j) such assurance as the Administrative Agent may require that the validity and priority of any Mortgage encumbering a Parcel prior to the Closing Date has not been and will not be impaired by this Agreement or the transactions contemplated by it, including but not limited to, a 110.5 Endorsement to be attached to each policy of title insurance insuring the lien of a Mortgage; and (k) fully executed and acknowledged originals of a recordable modification agreement (the "Short Form Modification Agreement") substantially in the form attached as Exhibit G hereto to be recorded in each county in which a Mortgage encumbering a Parcel has been recorded prior to the Closing Date. 4.2.2

Deliveries to the Administrative Agent. The Administrative Agent shall have received, on or before the Closing Date, all of the following in form and substance satisfactory to the Administrative Agent and its counsel: (a) this Agreement, the Revolving Notes and the Environmental Indemnity executed by the Company; (b) copies of the resolutions of the board of directors of the Company approving and authorizing the execution, delivery and performance by the Company of this Agreement, the other Loan Documents to be delivered hereunder, and the Environmental Indemnity, and authorizing the borrowing of the Loans, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Company; (c) a certificate of the Secretary or Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to execute and deliver, as applicable, this Agreement, all other Loan Documents to be delivered hereunder, and the Environmental Indemnity; (d) the articles or certificate of incorporation of the Company as in effect on the Closing Date, certified by the Secretary of State of the state of incorporation of the Company as of a recent date and by the Secretary or Assistant Secretary of the Company as of the Closing Date; and (e) a good standing certificate for the Company from the Secretary of State of (i) its state of incorporation and (ii) each state in which an Approved Parcel is situated, evidencing that the Company is qualified to do business as a foreign corporation in said state as of a recent date, together with bringdown certificates by telex or telefacsimile dated the Closing Date; (f) an opinion of Bartko, Zankel, Tarrant & Miller, or other counsel to the xx xxx Company acceptable to the Administrative Agent, addressed to the Administrative Agent, substantially in the form of Exhibit E; (g) a certificate signed by a Responsible Officer, dated as of the Closing Date, stating that (i) the representations and warranties contained in Article 5 are true and correct on and as of such date, as though made on and as of such date; (ii) no Default or Event of Default exists or would result from the initial Loan; and (iii) there has occurred since September 30December 31, 19981996, no event or circumstance that could reasonably be expected to result in a Material Adverse Effect; (h) a certified copy of financial statements of the Company and its Subsidiaries referred to in Section 5.11; and (i) such other approvals, opinions or documents as the Administrative Agent may request; (j) such assurance as the Administrative Agent may require that the validity and priority of any Mortgage encumbering a Parcel prior to the Closing Date has not been and will not be impaired by this Agreement or the transactions contemplated by it, including but not limited to, a 110.5 Endorsement to be attached to each policy of title insurance insuring the lien of a Mortgage; and (k) fully executed and acknowledged originals of a recordable modification agreement (the "Short Form Modification Agreement") substantially in the form attached as Exhibit Ghereto to be recorded in each county in which a Mortgage encumbering a Parcel has been recorded prior to the Closing Date. 4.2.2

Deliveries to the Administrative Agent. The Administrative Agent shall have received, on or before the Closing Date, all of the following in form and substance satisfactory to the Administrative Agent and its counsel: (a) this Agreement, Agreement and the Revolving Notes and the Environmental Indemnity executed by the Company; (b) a Guaranty executed by each Subsidiary or Permitted Partnership whose financial results are consolidated with the Company's financial results for purposes of the financial statements to be delivered to the Banks pursuant to subsections 6.1(a) and 6.1(b); (c) copies of the resolutions of the board of directors of the Company and each Guarantor approving and authorizing the execution, delivery and performance by the Company or such Guarantor of this Agreement, Agreement and the other Loan Documents to be delivered hereunder, and the Environmental Indemnityhereunder to which such Person is a party, and authorizing the borrowing or guarantee of the Loans, as appropriate, certified as of the Closing Date by the such Person's Secretary or an Assistant Secretary of the Company; (cd) a certificate certificates of the Secretary or Assistant Secretary of the Company and each Guarantor certifying the names and true signatures of the officers of the Company or such Guarantor authorized to execute and deliver, as applicable, this Agreement, Agreement and all other Loan Documents to be delivered hereunder, and the Environmental Indemnityhereunder to which such Person is a party; (de) the articles or certificate of incorporation of the Company and each Guarantor as in effect on the Closing Date, certified by the Secretary of State of the applicable Person's state of incorporation of the Company as of a recent date and by the applicable Person's Secretary or Assistant Secretary of the Company as of the Closing Date; and (ef) a good standing certificate certificates for the Company and each Guarantor from the Secretary of State of (i) its such Person's state of incorporation and (ii) in the case of the Company, each state in which an Approved Unencumbered Parcel is situated, evidencing that the Company is qualified to do business as a foreign corporation in said state as of a recent date, together with bringdown certificates by telex or telefacsimile dated the Closing Date; (fg) an opinion of Bartko, Zankel, Tarrant & Miller, or other counsel to the Company and the Guarantors acceptable to the Administrative Agent, addressed to the Administrative Agent, substantially in the form of Exhibit ED; (gh) a certificate signed by a Responsible Officer, dated as of the Closing Date, stating that (i) the representations and warranties contained in Article 5 are true and correct on and as of such date, as though made on and as of such date; (ii) no Default or Event of Default exists or would result from the initial Loan; and (iii) there has occurred since September 30December 31, 19981996, no event or circumstance that could reasonably be expected to result in a Material Adverse Effect; (hi) a certified copy of financial statements of the Company and its Subsidiaries referred to in Section 5.11; and (ij) such other approvals, opinions or documents as the Administrative Agent may request. 4.2.2