AS
TO THE ENFORCEABILITY OF THE APPLICABLE MORTGAGES AND THE AUTHORITY OF THE
OBLIGORS TO GRANT SUCH MORTGAGE (INCLUDING THIRD PARTY CONSENTS), WITH SUCH
OPINIONS TO BE REASONABLY SATISFACTORY TO THE SECURITY TRUSTEE AND THE AGENT;
PROVIDED
THAT, IF AFTER SUCH PERIOD ANY SECURITY CONSENT HAS NOT BEEN OBTAINED
AND SECURITY OVER THE RELEVANT ASSET AS CONTEMPLATED BY A TRANSACTION SECURITY
DOCUMENT HAS NOT BEEN PERFECTED TO THE SATISFACTION OF THE AGENT, THEN (X) THAT
SHALL NOT BE AN EVENT OF DEFAULT OR REVIEW EVENT BUT THE OBLIGORS MUST CONTINUE
TO USE REASONABLE COMMERCIAL ENDEAVOURS TO OBTAIN THAT SECURITY CONSENT AND
PERFECT THE SECURITY OVER THAT RELEVANT ASSET, AND MUST RESPOND PROMPTLY TO
REQUESTS BY THE AGENT FOR INFORMATION CONCERNING PROGRESS IN THAT REGARD
TOGETHER WITH DETAILS OF THE REASONABLE ENDEAVOURS UNDERTAKEN AND (Y) THE
OBLIGORS MUST PROMPTLY (AND, IN ANY CASE, NO LATER THAN 5 BUSINESS DAYS AFTER
SUCH PERIOD) PROVIDE TO THE AGENT SUFFICIENT INFORMATION IN REASONABLE DETAIL
ABOUT EACH MISSING SECURITY CONSENT TO ENABLE THE AGENT TO ASCERTAIN THE
MATERIALITY OR OTHERWISE OF THE ABSENCE OF THAT OR THOSE SECURITY CONSENTS (AND
IT IS ACKNOWLEDGED THAT, IN USING REASONABLE COMMERCIAL ENDEAVOURS TO OBTAIN A
SECURITY CONSENT, NO OBLIGOR WILL BE REQUIRED TO PAY ANY FEE OR PAY ANY OTHER
CONSIDERATION OR AGREE TO ANY COMMERCIAL CHANGE THAT WOULD BE DETRIMENTAL TO ANY
OBLIGOR);
(II)
EACH OBLIGOR SHALL, AND SHALL CAUSE EACH SUBSIDIARY, FROM TIME TO TIME,
AT ITS EXPENSE, TO PRESERVE AND PROTECT THE SECURITY TRUSTEE'S SECURITY ON THE
REAL PROPERTY AS A CONTINUING FIRST PRIORITY PERFECTED TRANSACTION SECURITY,
SUBJECT ONLY TO PERMITTED SECURITY, AND SHALL DO SUCH OTHER ACTS AND THINGS AS
MAY BE NECESSARY OR AS THE AGENT MAY REASONABLY DEEM NECESSARY FROM TIME TO TIME
IN ORDER TO PRESERVE, PERFECT AND PROTECT THE SECURITY GRANTED UNDER THE
TRANSACTION SECURITY DOCUMENTS AND TO EXERCISE AND ENFORCE ITS RIGHTS AND
REMEDIES THEREUNDER WITH RESPECT TO THE REAL PROPERTY, EXCEPT TO THE EXTENT
OTHERWISE PERMITTED HEREUNDER; AND
(III)
IF ANY PORTION OF ANY REAL PROPERTY THAT IS SUBJECT TO A MORTGAGE AS
REQUIRED HEREUNDER IS AT ANY TIME LOCATED IN AN AREA IDENTIFIED BY THE FEDERAL
EMERGENCY MANAGEMENT AGENCY (OR ANY SUCCESSOR AGENCY) AS A SPECIAL FLOOD HAZARD
AREA WITH RESPECT TO WHICH FLOOD INSURANCE HAS BEEN MADE AVAILABLE UNDER THE
NATIONAL FLOOD INSURANCE ACT OF 1968 (AS NOW OR HEREAFTER IN EFFECT OR SUCCESSOR
ACT THERETO), THEN THE BORROWERS SHALL, OR SHALL CAUSE EACH SUBSIDIARY TO (I)
MAINTAIN, OR CAUSE TO BE MAINTAINED, WITH A FINANCIALLY SOUND AND REPUTABLE
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INSURER, FLOOD INSURANCE IN AN AMOUNT AND OTHERWISE SUFFICIENT TO COMPLY WITH
ALL APPLICABLE RULES AND REGULATIONS PROMULGATED PURSUANT TO THE FLOOD LAWS AND
(II) DELIVER TO THE AGENT AND SECURITY TRUSTEE EVIDENCE OF SUCH COMPLIANCE IN
FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE AGENT AND SECURITY TRUSTEE.
EACH OBLIGOR OR SUBSIDIARY SHALL TAKE ALL ACTIONS REQUIRED UNDER THE FLOOD
LAWS AND/OR REASONABLY REQUESTED BY THE SECURITY TRUSTEE OR AGENT, TO ASSIST IN
ENSURING THAT