IN WHICH THE
REAL PROPERTIES ARE LOCATED, WITH RESPECT TO THE ENFORCEABILITY AND PERFECTION
OF THE MORTGAGES AND ANY RELATED FIXTURE FILINGS IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT;
(IV)
EVIDENCE THAT EACH SUCH SPACE LEASE CONTAINS A PROVISION REASONABLY
ACCEPTABLE TO THE ADMINISTRATIVE AGENT PERMITTING A COLLATERAL ASSIGNMENT WITH
RESPECT TO SUCH PROVISIONS; PROVIDED THAT THE ADMINISTRATIVE AGENT SHALL BE
PERMITTED TO WAIVE THIS REQUIREMENT IF IT IS REASONABLY SATISFIED THAT THE
BORROWER HAS USED ITS COMMERCIALLY REASONABLE EFFORTS TO COMPLY WITH THIS
REQUIREMENT; AND
(V)
SUCH OTHER EVIDENCE THAT ALL OTHER ACTIONS THAT THE ADMINISTRATIVE AGENT
MAY REASONABLY DEEM NECESSARY OR DESIRABLE IN ORDER TO CREATE VALID AND
SUBSISTING LIENS ON THE PROPERTY DESCRIBED IN THE MORTGAGES HAS BEEN TAKEN.
SECTION 6.14
DESIGNATION OF SUBSIDIARIES.
THE BOARD OF DIRECTORS OF THE
BORROWER MAY AT ANY TIME DESIGNATE ANY RESTRICTED SUBSIDIARY AS AN UNRESTRICTED
SUBSIDIARY OR ANY UNRESTRICTED SUBSIDIARY AS A RESTRICTED SUBSIDIARY; PROVIDED
THAT (I) IMMEDIATELY BEFORE AND AFTER SUCH DESIGNATION, NO DEFAULT SHALL HAVE
OCCURRED AND BE CONTINUING, (II) IMMEDIATELY AFTER GIVING EFFECT TO SUCH
DESIGNATION, THE BORROWER AND THE RESTRICTED SUBSIDIARIES SHALL BE IN
COMPLIANCE, ON A PRO FORMA BASIS (IT BEING UNDERSTOOD THAT IF SUCH DESIGNATION
IS TO BE MADE EFFECTIVE PRIOR TO THE DATE THAT THE DECEMBER 31, 2007 TEST PERIOD
HAS BECOME EFFECTIVE, THE LEVELS SET FORTH IN SECTION 7.11 FOR THE DECEMBER 31,
2007 TEST PERIOD SHALL BE DEEMED TO APPLY), WITH THE COVENANTS SET FORTH IN
SECTION 7.11 FOR THE TEST PERIOD IN EFFECT AT SUCH TIME (AND, AS A
99
CONDITION PRECEDENT TO THE EFFECTIVENESS OF ANY SUCH DESIGNATION, THE BORROWER
SHALL DELIVER TO THE ADMINISTRATIVE AGENT A CERTIFICATE SETTING FORTH IN
REASONABLE DETAIL THE CALCULATIONS DEMONSTRATING SUCH COMPLIANCE) AND (III) NO
SUBSIDIARY MAY BE DESIGNATED AS AN UNRESTRICTED SUBSIDIARY IF IT IS A
"RESTRICTED SUBSIDIARY" FOR THE PURPOSE OF ANY JUNIOR FINANCING, AS APPLICABLE.
THE DESIGNATION OF ANY SUBSIDIARY AS AN UNRESTRICTED SUBSIDIARY SHALL CONSTITUTE
AN INVESTMENT BY THE BORROWER THEREIN AT THE DATE OF DESIGNATION IN AN AMOUNT
EQUAL TO THE NET BOOK VALUE OF THE BORROWER'S INVESTMENT THEREIN.
THE
DESIGNATION OF ANY UNRESTRICTED SUBSIDIARY AS A RESTRICTED SUBSIDIARY SHALL
CONSTITUTE THE INCURRENCE AT THE TIME OF DESIGNATION OF ANY INDEBTEDNESS OR
LIENS OF SUCH SUBSIDIARY EXISTING AT SUCH TIME.
SECTION 6.15
FLOOD INSURANCE.
WITH RESPECT TO EACH MORTGAGED PROPERTY,
OBTAIN FLOOD INSURANCE IN SUCH TOTAL AMOUNT AS THE ADMINISTRATIVE AGENT OR THE
REQUIRED LENDERS MAY FROM TIME TO TIME REASONABLY REQUIRE, IF AT ANY TIME THE
AREA IN WHICH ANY IMPROVEMENTS LOCATED ON ANY MORTGAGED PROPERTY IS DESIGNATED A
"FLOOD HAZARD AREA" IN ANY FLOOD INSURANCE RATE MAP PUBLISHED BY THE FEDERAL
EMERGENCY MANAGEMENT AGENCY (OR ANY SUCCESSOR AGENCY), AND OTHERWISE COMPLY WITH
THE NATIONAL FLOOD INSURANCE PROGRAM AS SET FORTH IN THE FLOOD DISASTER
PROTECTION ACT OF 1973, AS AMENDED FROM TIME TO TIME.
ARTICLE VII
NEGATIVE COVENANTS
So long as any Lender shall have any Commitment hereunder, any Loan or other