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 SECURITY DOCUMENTS AND
ALL TAXES, FEES AND OTHER CHARGES PAYABLE IN CONNECTION THEREWITH SHALL HAVE
BEEN PAID IN FULL.
63
(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, SURVEYS, TITLE POLICIES, REPORTS, LANDLORD WAIVERS, BAILEE
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.
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 COUNSEL, TITLE INSURANCE AND
OTHER RELATED DOCUMENTS AS MAY BE REASONABLY REQUESTED BY THE ADMINISTRATIVE
AGENT TO ASSURE ITSELF THAT THIS SECTION 9.11 HAS BEEN COMPLIED WITH.
(C)
THE COLLATERAL AGENT SHALL HAVE RECEIVED FOR ANY REAL PROPERTY
CONSTITUTING COLLATERAL:
(I)
A MORTGAGE ENCUMBERING EACH MORTGAGED PROPERTY IN FAVOR OF THE
COLLATERAL AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, DULY EXECUTED AND
ACKNOWLEDGED BY EACH CREDIT PARTY THAT IS THE OWNER OF OR HOLDER OF ANY INTEREST
IN SUCH MORTGAGED PROPERTY, AND OTHERWISE IN FORM FOR RECORDING IN THE RECORDING
OFFICE OF EACH APPLICABLE POLITICAL SUBDIVISION WHERE EACH SUCH MORTGAGED
PROPERTY IS SITUATED, TOGETHER WITH SUCH CERTIFICATES, AFFIDAVITS,
QUESTIONNAIRES OR RETURNS AS SHALL BE REQUIRED IN CONNECTION WITH THE RECORDING
OR FILING THEREOF TO CREATE A LIEN UNDER APPLICABLE REQUIREMENTS OF LAW, AND
SUCH FINANCING STATEMENTS AND ANY OTHER INSTRUMENTS NECESSARY TO GRANT A
MORTGAGE LIEN UNDER THE LAWS OF ANY APPLICABLE JURISDICTION, ALL OF WHICH SHALL
BE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COLLATERAL AGENT;
(II)
WITH RESPECT TO EACH MORTGAGED PROPERTY, SUCH CONSENTS,
APPROVALS, AMENDMENTS, SUPPLEMENTS, ESTOPPELS, TENANT SUBORDINATION AGREEMENTS
OR OTHER INSTRUMENTS AS NECESSARY TO CONSUMMATE THE TRANSACTION OR AS SHALL
REASONABLY BE DEEMED NECESSARY BY THE COLLATERAL AGENT IN ORDER FOR THE OWNER OR
HOLDER OF THE FEE CONSTITUTING SUCH MORTGAGED PROPERTY TO GRANT THE LIEN
CONTEMPLATED BY THE MORTGAGE WITH RESPECT TO SUCH MORTGAGED PROPERTY;
(III)
WITH RESPECT TO EACH MORTGAGE, A POLICY OF TITLE INSURANCE (OR
MARKED-UP TITLE INSURANCE COMMITMENT HAVING THE EFFECT OF A POLICY OF TITLE
INSURANCE) INSURING THE LIEN OF SUCH MORTGAGE AS A VALID FIRST MORTGAGE LIEN ON
THE MORTGAGED PROPERTY AND FIXTURES DESCRIBED THEREIN IN THE AMOUNT EQUAL TO NOT
LESS THAN 105% OF THE FAIR MARKET VALUE OF SUCH MORTGAGED PROPERTY AND FIXTURES,
WHICH POLICY (OR SUCH MARKED-UP COMMITMENT) (EACH, A "TITLE POLICY") SHALL
(A) BE ISSUED BY THE TITLE COMPANY, (B) TO THE EXTENT NECESSARY, INCLUDE SUCH
REINSURANCE ARRANGEMENTS (WITH PROVISIONS FOR DIRECT ACCESS, IF NECESSARY)