INSURED PROPERTY UP TO A STATED MAXIMUM COVERAGE AMOUNT),
(D) HAVE BEEN SUPPLEMENTED BY ENDORSEMENTS (TO THE EXTENT APPLICABLE AND
AVAILABLE UNDER LOCAL/STATE LAW AT COMMERCIALLY REASONABLE RATES) ON MATTERS
RELATING TO USURY, FIRST LOSS, LAST DOLLAR, ZONING (OR IN LIEU THEREOF, REPORTS
FROM ZONING REPORT COMPANIES OR ZONING LETTERS AS MAY BE REASONABLY ACCEPTABLE
TO THE ADMINISTRATIVE AGENT), CONTIGUITY, REVOLVING CREDIT, DOING BUSINESS,
WAIVER OF ARBITRATION NON-IMPUTATION, PUBLIC ROAD ACCESS, SURVEY, VARIABLE RATE,
ENVIRONMENTAL LIEN, SUBDIVISION, MORTGAGE RECORDING TAX, SEPARATE TAX LOT,
REVOLVING CREDIT, AND SO-CALLED COMPREHENSIVE COVERAGE OVER COVENANTS AND
RESTRICTIONS, AND (E) CONTAIN NO EXCEPTIONS TO TITLE OTHER THAN LIENS PERMITTED
PURSUANT TO SECTION 7.2.3 AND EXCEPTIONS REASONABLY ACCEPTABLE TO THE
ADMINISTRATIVE AGENT;
(III)
WITH RESPECT TO EACH MORTGAGED PROPERTY, SUCH AFFIDAVITS,
CERTIFICATES, INFORMATION (INCLUDING FINANCIAL DATA) AND INSTRUMENTS OF
INDEMNIFICATION (INCLUDING A SO-CALLED "GAP" INDEMNIFICATION) AS SHALL BE
REQUIRED TO INDUCE THE TITLE COMPANY TO ISSUE THE TITLE POLICY/IES AND
ENDORSEMENTS CONTEMPLATED ABOVE;
(IV)
EVIDENCE REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT OF PAYMENT
BY BORROWER OF ALL TITLE POLICY PREMIUMS, SEARCH AND EXAMINATION CHARGES, ESCROW
CHARGES AND RELATED CHARGES, MORTGAGE RECORDING TAXES, FEES, CHARGES, COSTS AND
EXPENSES REQUIRED FOR THE RECORDING OF THE MORTGAGES AND ISSUANCE OF THE TITLE
POLICIES REFERRED TO ABOVE;
(V)
WITH RESPECT TO EACH MORTGAGED PROPERTY, COPIES OF ALL LEASES IN WHICH
BORROWER OR ANY SUBSIDIARY HOLDS THE LESSOR'S INTEREST OR OTHER AGREEMENTS
RELATING TO POSSESSORY INTERESTS, IF ANY.
TO THE EXTENT ANY OF THE FOREGOING
AFFECT ANY MORTGAGED PROPERTY, SUCH AGREEMENT SHALL BE SUBORDINATE TO THE LIEN
OF THE MORTGAGE TO BE RECORDED AGAINST SUCH MORTGAGED PROPERTY, EITHER EXPRESSLY
BY ITS TERMS OR, IF SUCH AGREEMENT SHALL NOT BE SO SUBORDINATE, THEN BORROWER OR
SUCH SUBSIDIARY SHALL USE COMMERCIALLY REASONABLE EFFORTS TO OBTAIN A
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT FROM SUCH TENANT, WHICH
AGREEMENT SHALL BE REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT;
(VI)
WITH RESPECT TO EACH MORTGAGED PROPERTY, EACH OBLIGOR SHALL HAVE MADE
ALL NOTIFICATIONS, REGISTRATIONS AND FILINGS, TO THE EXTENT REQUIRED BY, AND IN
ACCORDANCE WITH, ALL GOVERNMENTAL REAL PROPERTY DISCLOSURE REQUIREMENTS
APPLICABLE TO SUCH MORTGAGED PROPERTY;
69
(VII)
SURVEYS WITH RESPECT TO EACH MORTGAGED PROPERTY; AND
(VIII)
AN AMENDMENT TO THE MORTGAGE (OR TO THE EXTENT REQUESTED BY THE
ADMINISTRATIVE AGENT, A NEW MORTGAGE) DULY AUTHORIZED, EXECUTED AND
ACKNOWLEDGED, IN RECORDABLE FORM AND OTHERWISE IN FORM AND SUBSTANCE REASONABLY
ACCEPTABLE TO THE ADMINISTRATIVE AGENT WITH RESPECT TO EACH MORTGAGED PROPERTY
SUFFICIENT FOR THE OWNER OF SUCH MORTGAGED PROPERTY TO (X) GRANT TO THE
ADMINISTRATIVE AGENT AND/OR CONFIRM THE ADMINISTRATIVE AGENT'S MORTGAGE LIEN ON
AND SECURITY INTERESTS IN SUCH MORTGAGED PROPERTY, (Y) CONFIRM SUCH OWNER'S
VALID AND INDEFEASIBLE TITLE THERETO AND (Z) TO CONFIRM THE MORTGAGED PROPERTY
INTENDED TO BE ENCUMBERED THEREBY.
SECTION 7.2.
Negative
Covenants.
The Borrower covenants and agrees with each Lender and the
Administrative Agent that on and after the Closing Date until the Termination
Date has occurred, the Borrower will, and will cause its Subsidiaries to,
perform or cause to be performed the obligations