LIENS, EXCEPT FOR PERMITTED LIENS.
THE ADDITIONAL MORTGAGE DOCUMENTS OR
INSTRUMENTS RELATED THERETO SHALL HAVE BEEN DULY RECORDED OR FILED IN SUCH
MANNER AND IN SUCH PLACES AS ARE REQUIRED BY LAW TO ESTABLISH, PERFECT, PRESERVE
AND PROTECT THE LIENS IN FAVOR OF THE COLLATERAL AGENT REQUIRED TO BE GRANTED
PURSUANT TO THE ADDITIONAL MORTGAGE DOCUMENTS AND ALL TAXES, FEES AND OTHER
CHARGES PAYABLE IN CONNECTION THEREWITH SHALL HAVE BEEN PAID IN FULL.
NOTWITHSTANDING THE FOREGOING, THIS SECTION 9.12(A) SHALL NOT APPLY TO (AND THE
BORROWER AND ITS SUBSIDIARIES SHALL NOT BE REQUIRED TO GRANT A MORTGAGE IN) ANY
REAL PROPERTY THE FAIR MARKET VALUE OF WHICH IS LESS THAN $500,000 OR ANY REAL
PROPERTY THAT IS A LEASEHOLD INTEREST AND WITH RESPECT TO WHICH THE BORROWER HAS
NOT OBTAINED (AFTER USING COMMERCIALLY REASONABLE EFFORTS TO OBTAIN SAME) THE
CONSENT OF THE LESSOR TO GRANT A MORTGAGE IN SUCH LEASEHOLD INTEREST.
(B)
THE BORROWER WILL, AND WILL CAUSE EACH OF THE OTHER CREDIT PARTIES
THAT ARE SUBSIDIARIES OF THE BORROWER TO, AT THE EXPENSE OF THE BORROWER, MAKE,
EXECUTE, ENDORSE, ACKNOWLEDGE, FILE AND/OR DELIVER TO THE COLLATERAL AGENT FROM
TIME TO TIME SUCH VOUCHERS, INVOICES, SCHEDULES, CONFIRMATORY ASSIGNMENTS,
CONVEYANCES, FINANCING STATEMENTS, TRANSFER ENDORSEMENTS, POWERS OF ATTORNEY,
CERTIFICATES, REAL PROPERTY SURVEYS, REPORTS, LANDLORD WAIVERS, BAILEE
AGREEMENTS, CONTROL AGREEMENTS AND OTHER ASSURANCES OR INSTRUMENTS AND TAKE SUCH
FURTHER STEPS RELATING TO THE COLLATERAL COVERED BY ANY OF THE SECURITY
DOCUMENTS AS THE COLLATERAL AGENT MAY REASONABLY REQUIRE (IT BEING UNDERSTOOD
THAT THE FOREGOING COVENANT IS SUBJECT TO THE PROVISO APPEARING IN SECTION
9.12(D)).
FURTHERMORE, THE BORROWER WILL, AND WILL CAUSE THE OTHER CREDIT
PARTIES THAT ARE SUBSIDIARIES OF THE BORROWER TO, DELIVER TO THE COLLATERAL
AGENT SUCH OPINIONS OF
71
counsel, title insurance and other related documents as may be reasonably
requested by the Administrative Agent to assure itself that this Section 9.12
has been complied with.
(C)
IF THE ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS REASONABLY
DETERMINE THAT THEY ARE REQUIRED BY LAW OR REGULATION TO HAVE APPRAISALS
PREPARED IN RESPECT OF ANY REAL PROPERTY OF THE BORROWER AND ITS SUBSIDIARIES
CONSTITUTING COLLATERAL, THE BORROWER WILL, AT ITS OWN EXPENSE, PROVIDE TO THE
ADMINISTRATIVE AGENT APPRAISALS WHICH SATISFY THE APPLICABLE REQUIREMENTS OF THE
REAL ESTATE APPRAISAL REFORM AMENDMENTS OF THE FINANCIAL INSTITUTION REFORM,
RECOVERY AND ENFORCEMENT ACT OF 1989, AS AMENDED, AND WHICH SHALL OTHERWISE BE
IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT.
(D)
THE BORROWER AGREES THAT EACH ACTION REQUIRED BY CLAUSES (A)
THROUGH (C) OF THIS SECTION 9.12 SHALL BE COMPLETED AS SOON AS REASONABLY
PRACTICABLE, BUT IN NO EVENT LATER THAN 60 DAYS (OR SUCH LONGER PERIOD AS MAY BE
ACCEPTABLE TO THE ADMINISTRATIVE AGENT IN ITS DISCRETION) AFTER SUCH ACTION IS
REQUESTED TO BE TAKEN BY THE ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS;
PROVIDED THAT, IN NO EVENT WILL THE BORROWER OR ANY OF ITS SUBSIDIARIES BE
REQUIRED TO TAKE ANY ACTION REFERRED TO IN THIS SECTION 9.12 THAT REQUIRES
CONSENT OR APPROVAL