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.

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 Notes, the Guaranty (if applicable), the Fee Letter, the Environmental Indemnity, the Mortgages and the Environmental Indemnity Assignment of Leases executed by the Company; , and the Financing Statements, the Estoppel Certificates, the Estoppel and Reaffirmation of SNDAs, the SNDAs, the Escrow Instructions and the Title Policies; (b) fully executed and acknowledged originals of a recordable modification agreement (the “Short Form Modification Agreement”) substantially in the form attached as Exhibit F-1 or Exhibit F-2 hereto to be recorded in each county in which a Mortgage encumbering a Parcel has been recorded prior to the Closing Date, plus an updated Estoppel Certificate from the lessee and ground lessor of the Adobe Property, in form and substance reasonably satisfactory to the Administrative Agent; (c) 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, hereunder and authorizing the borrowing of the Loans, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Company; ; (cd) 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; (e) copies of the resolutions of the board of directors of each Subsidiary of the Company owning fee title to a Parcel listed on Exhibit E attached hereto, approving and authorizing the Environmental Indemnity; execution, delivery and performance by such Subsidiary of any Guaranty or other Loan Documents to be delivered hereunder, certified as of the Closing Date by the Secretary or an Assistant Secretary of such Subsidiary; (df) a certificate of the Secretary or Assistant Secretary of each Subsidiary of the Company owning fee title to a Parcel listed on Exhibit E attached hereto, certifying the names and true signatures of the officers of such Subsidiary authorized to execute and deliver, as applicable, any Guaranty or other Loan Documents to be delivered hereunder; (g) the articles or certificate of incorporation or other organizational documents of the Company and of each of its Subsidiaries owning fee title to a Parcel listed on Exhibit E attached hereto as in effect on the Closing Date, certified by the Secretary of State of the state of incorporation or organization of the Company or such Subsidiary, as applicable, as of a recent date and by the Secretary or Assistant Secretary of the Company or such Subsidiary, as applicable, as of the Closing Date; and and (eh) a good standing certificate for the Company and for each of its Subsidiaries owning fee title to a Parcel listed on Exhibit E attached hereto as in effect on the Closing Date from the Secretary of State of (i) its state of incorporation or organization and (ii) each state in which an Approved Parcel is situated, evidencing that the Company or such Subsidiary, as applicable, 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 within five Business Days of the Closing Date; ; (fi) an opinion of counsel to the Company acceptable to the Administrative Agent, addressed to the Administrative Agent, substantially in the form of Exhibit E; D-1; (gj) opinions of local counsel to the Administrative Agent in the States of Arizona, Nevada, Colorado and Washington addressed to the Administrative Agent and the Banks, substantially in the form of Exhibit D-2. (k) a certificate signed by a Responsible Officer, dated as of the Closing Date, stating that (i) the representations and warranties contained in Article Section 5 are true and correct on and as of such date, as though made on and as of such date; (ii) the calculation of the Borrowing Base as of March 31, 2004, is true and correct on and as of such date; (iii) no Default or Event of Default exists or would result from the initial Loan; and (iiiiv) there has occurred since September 30December 31, 19982003, no event or circumstance that could reasonably be expected to result in a Material Adverse Effect; ; (hl) a certified copy of financial statements of the Company and its Subsidiaries referred to in Section 5.11; , plus pro forma financial statements, including a balance sheet, income statement and cash flow statement) and covenant compliance projections for a period of two years from the Closing Date, shown on a quarterly basis for the first year, and annually thereafter; (im) such other approvals, opinions or documents as the Administrative Agent may request; (n) 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; (o) at the Company’s expense, an Appraisal for each Parcel listed on Exhibit E attached hereto performed not more than twelve (12) months prior to the date of this Agreement, which Appraisals shall be satisfactory to the Administrative Agent and the Banks in their sole discretion; (p) an environmental site assessment for each Parcel listed on Exhibit E attached hereto that has not had such a site assessment performed within the period of five (5) years prior to the Closing Date, prepared by a qualified firm acceptable to the Administrative Agent, stating, among other things, that such Parcel is free from Hazardous Materials other than commercially reasonable quantities of Hazardous Materials typically used in properties similar to such Parcel, and that any such Hazardous Materials located thereon and all operations conducted thereon are in compliance with all Environmental Laws and showing that there are no Estimated Remediation Costs; and (q) such other information with respect to the Company, any Guarantor or any Approved Parcel as the Administrative Agent or any Bank may require, in its sole discretion.

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.

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 Fee Letter 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, Agreement and 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, Agreement and 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 as in effect on the Closing Date 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; D; (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) the calculation of the Availability as of August 31, 2002, is true and correct on and as of such date; (iii) no Default or Event of Default exists or would result from the initial Loan; and (iiiiv) there has occurred since September 30December 31, 19982001, 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; and (j) an environmental site assessment for each Approved Parcel performed not more than five (5) years prior to the date of this Agreement, prepared by a qualified firm acceptable to the Administrative Agent, stating, among other things, that such Parcel is free from Hazardous Materials other than commercially reasonable quantities of Hazardous Materials typically used in properties similar to such Parcel, and that any such Hazardous Materials located thereon and all operations conducted thereon are in compliance with all Environmental Laws and showing any Estimated Remediation Costs.

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.

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.

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.