TIME TO TIME UPON THE REQUEST OF THE AGENT,
THE BORROWER WILL, AT ITS EXPENSE, AND WILL CAUSE EACH OF ITS SUBSIDIARIES, AT
THE BORROWER'S EXPENSE, TO PROMPTLY EXECUTE, ACKNOWLEDGE AND DELIVER SUCH
FURTHER DOCUMENTS AND DO SUCH OTHER ACTS AND THINGS AS THE AGENT MAY REASONABLY
REQUEST ONLY TO THE EXTENT SUCH ACTS OR THINGS ARE CONSISTENT WITH THE EXPRESS
INTENT AND PURPOSE OF THE LOAN DOCUMENTS (INCLUDING, WITHOUT LIMITATION, THE
EXECUTION AND DELIVERY OF GUARANTIES, SECURITY AGREEMENTS, PLEDGE AGREEMENTS,
MORTGAGES, DEEDS OF TRUST, LANDLORD'S CONSENTS AND ESTOPPELS, STOCK POWERS,
FINANCING STATEMENTS AND OTHER DOCUMENTS, THE FILING OR RECORDING OF ANY OF THE
FOREGOING, TITLE INSURANCE WITH RESPECT TO ANY OF THE FOREGOING THAT RELATES TO
AN INTEREST IN REAL PROPERTY, THE DELIVERY OF STOCK CERTIFICATES AND OTHER
COLLATERAL WITH RESPECT TO WHICH PERFECTION IS OBTAINED BY POSSESSION AND THE
DELIVERY OF ESTOPPELS, COLLATERAL ASSIGNMENTS AND OTHER DOCUMENTATION REASONABLY
REQUESTED IN CONNECTION WITH ENTITLEMENTS OBTAINED BY THE BORROWER AFTER THE
DATE HEREOF) TO ENSURE THAT THE OBLIGATIONS ARE GUARANTEED BY THE SUBSIDIARIES
AND ARE SECURED BY SUBSTANTIALLY ALL OF THE ASSETS (OTHER THAN THOSE ASSETS
SPECIFICALLY EXCLUDED BY THE TERMS OF THE LOAN DOCUMENTS) OF THE BORROWER AND
ITS SUBSIDIARIES.
B.
NONE OF BORROWER OR ANY OF ITS SUBSIDIARIES SHALL BE PERMITTED TO
ACQUIRE ADDITIONAL REAL PROPERTY ASSETS (WHETHER IN FEE, LEASEHOLD OR OTHERWISE)
UNLESS BORROWER'S OR THE APPLICABLE SUBSIDIARY'S INTEREST IN SUCH REAL PROPERTY
ASSETS HAS BEEN MADE SUBJECT TO THE LIEN OF THE COLLATERAL DOCUMENTS IN FAVOR OF
AGENT, FOR THE BENEFIT OF THE LENDERS.
IN CONNECTION WITH SUCH AN ACQUISITION
OF A REAL PROPERTY ASSET, BORROWER AND/OR THE APPLICABLE SUBSIDIARY SHALL
EXECUTE AND DELIVER, OR CAUSE TO BE EXECUTED AND DELIVERED, ALL SUCH MORTGAGES,
DOCUMENTS, TITLE INSURANCE POLICIES, INSTRUMENTS, AGREEMENTS, OPINIONS AND
CERTIFICATES (INCLUDING CERTIFICATES EVIDENCING FLOOD INSURANCE) SIMILAR TO
THOSE DELIVERED WITH RESPECT TO REAL PROPERTY COLLATERAL SECURING THE COLLATERAL
DOCUMENTS ON THE CLOSING DATE AND IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO
AGENT.
BORROWER AND/OR THE APPLICABLE SUBSIDIARY SHALL EXECUTE AND DELIVER SUCH
COLLATERAL DOCUMENTS AS AGENT MAY REASONABLY REQUEST TO CREATE IN FAVOR OF
AGENT, FOR THE BENEFIT OF THE LENDERS, A VALID AND PERFECTED FIRST PRIORITY
SECURITY INTEREST IN SUCH REAL PROPERTY ASSETS.
5.14
Title.
The Borrower shall and shall cause its Subsidiaries to warrant and defend
(a) its title to the Real Property Collateral and every part thereof, subject
only to Liens permitted hereunder (including Permitted Encumbrances) and (b) the
validity and priority of the Liens of the applicable Collateral Documents,
subject only to Liens permitted hereunder (including Permitted Encumbrances), in
each case against the claims of all Persons whomsoever other than the holder of
an interest that is a Permitted Encumbrance.
Without limiting the foregoing,
the Borrower covenants and agrees that the Agent shall at all times have a First
Priority Lien on the Real Property Collateral.
The Borrower shall reimburse the
Agent for any losses, costs, damages or expenses (including reasonable
attorneys' fees and court costs) incurred by the