THE PERMITTED ENCUMBRANCES RELATED THERETO.
THE ADDITIONAL SECURITY 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 AND PERFECT 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.
NOTWITHSTANDING THE FOREGOING, THIS SECTION 10.10(D) SHALL NOT APPLY TO (AND
HOLDINGS AND ITS SUBSIDIARIES SHALL NOT BE REQUIRED TO GRANT A MORTGAGE IN) ANY
OWNED REAL PROPERTY THE FAIR MARKET VALUE (AS REASONABLY ESTIMATED BY THE
BORROWER) OR BOOK VALUE (WHICHEVER IS HIGHER) OF WHICH IS LESS THAN $30,000,000,
EXCEPT THAT IF THE AGGREGATE FAIR MARKET VALUE OR BOOK VALUE (WHICHEVER IS
HIGHER) OF ALL OWNED REAL PROPERTY OF THE CREDIT PARTIES WHICH ARE NOT SUBJECT
TO MORTGAGES (EXCLUSIVE OF THE ORIGINAL MORTGAGE TAX STATE PROPERTIES) IS
GREATER THAN $500,000,000, THEN THE CREDIT PARTIES SHALL BE REQUIRED TO GRANT
MORTGAGES IN SUCH OWNED REAL PROPERTIES AS MAY BE REQUESTED BY THE
ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS SO THAT THE AGGREGATE VALUE OF THE
NON-MORTGAGED OWNED REAL PROPERTIES DESCRIBED ABOVE DOES NOT EXCEED
$500,000,000.
FURTHERMORE, WITH RESPECT TO ANY OWNED REAL PROPERTY IN A
MORTGAGE TAX STATE WHICH IS ACQUIRED BY HOLDINGS OR A SUBSIDIARY THEREOF WHICH
IS A CREDIT PARTY AFTER THE INITIAL BORROWING DATE AND WITH RESPECT TO WHICH A
MORTGAGE WOULD OTHERWISE BE REQUIRED TO BE GRANTED ABOVE, THE ADMINISTRATIVE
AGENT MAY, IN ITS SOLE DISCRETION, AGREE THAT A MORTGAGE ON SUCH OWNED REAL
PROPERTY SHALL NOT BE REQUIRED IF THE ADMINISTRATIVE AGENT DETERMINES THAT THE
COST OF OBTAINING THE RESPECTIVE MORTGAGE EXCEEDS THE BENEFITS OF THE SECURITY
INTERESTS IN THE RESPECTIVE OWNED REAL PROPERTY (GIVEN THE OTHER COLLATERAL AT
SUCH TIME FOR THE OBLIGATIONS).
(E)
HOLDINGS WILL, AND WILL CAUSE EACH OF THE
OTHER CREDIT PARTIES TO, AT THE EXPENSE OF HOLDINGS AND THE BORROWER, MAKE,
EXECUTE, ENDORSE, ACKNOWLEDGE, FILE AND/OR DELIVER TO THE COLLATERAL AGENT FROM
TIME TO TIME SUCH VOUCHERS, INVOICES, SCHEDULES, CONFIRMATORY ASSIGNMENTS,
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; PROVIDED THAT THE FOREGOING SHALL NOT
REQUIRE ACTIONS WHICH ARE EXPRESSLY NOT REQUIRED TO BE TAKEN IN ACCORDANCE WITH
THE TERMS OF ANY RELEVANT SECURITY DOCUMENT OR THIS AGREEMENT.
FURTHERMORE,
HOLDINGS WILL, AND WILL CAUSE THE OTHER CREDIT PARTIES THAT ARE SUBSIDIARIES OF
HOLDINGS TO, DELIVER TO THE
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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 10.10 has been complied with or this Agreement.
(F)
IF THE ADMINISTRATIVE AGENT OR THE
REQUIRED LENDERS REASONABLY DETERMINE THAT THEY ARE REQUIRED BY LAW