AGAINST
THIRD PARTIES AND SUBJECT TO NO OTHER LIENS EXCEPT FOR PERMITTED LIENS OR, IN
THE CASE OF OWNED REAL PROPERTY, 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
103
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 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