WITH RESPECT TO LIENS EXPRESSLY PERMITTED BY SECTION 8.3), SHALL BE
IN PROPER FORM FOR FILING, REGISTRATION OR RECORDATION.
(K)
MORTGAGES, ETC.
(I)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED MODIFICATIONS (THE
"MODIFICATIONS") TO ALL MORTGAGES (AS DEFINED IN THE ORIGINAL CREDIT AGREEMENT)
WITH RESPECT TO EACH MORTGAGED PROPERTY LISTED ON SCHEDULE 1.1(B), EXECUTED AND
DELIVERED BY A DULY AUTHORIZED OFFICER OF EACH PARTY THERETO IN RECORDABLE FORM
IN THE APPLICABLE STATE IN WHICH SUCH MORTGAGED PROPERTY IS LOCATED, SUBJECT TO
LANDLORD CONSENT FOR LEASED MORTGAGED PROPERTIES IF SUCH CONSENT IS REQUIRED
UNDER THE TERMS OF THE APPLICABLE LEASE.
(II)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED IN RESPECT OF EACH
OWNED MORTGAGED PROPERTY LISTED ON SCHEDULE 1.1(B) (IT BEING UNDERSTOOD THAT NO
ENDORSEMENTS TO MORTGAGEE TITLE INSURANCE POLICIES SHALL BE REQUIRED FOR ANY OF
THE LEASED MORTGAGED PROPERTIES) ENDORSEMENTS TO MORTGAGEE TITLE INSURANCE
POLICIES OR MARKED UP UNCONDITIONAL COMMITMENT OR PROFORMA FOR SUCH INSURANCE
DELIVERED IN CONNECTION WITH THE ORIGINAL CREDIT AGREEMENT.
EACH SUCH
ENDORSEMENT SHALL (A) BE IN AN AMOUNT
64
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT; (B) BE ISSUED AT ORDINARY
RATES; (C) INSURE THAT THE MORTGAGE (AS MODIFIED BY THE APPLICABLE MODIFICATION)
INSURED THEREBY CREATES A VALID FIRST LIEN ON SUCH MORTGAGED PROPERTY FREE AND
CLEAR OF ALL LIENS EXCEPT AS PERMITTED BY SECTION 8.3; (D) NAME THE
ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE LENDERS AS THE INSURED THEREUNDER;
(E) BE IN THE FORM OF THE 2006 ALTA LOAN POLICY (OR EQUIVALENT POLICIES) WITH
GAP COVERAGE FROM THE MORTGAGOR THROUGH THE DATE OF RECORDING; (F) CONTAIN SUCH
ENDORSEMENTS AND AFFIRMATIVE COVERAGE AS THE ADMINISTRATIVE AGENT MAY REASONABLY
REQUEST, (G) BE ISSUED BY TITLE COMPANIES REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT (INCLUDING ANY SUCH TITLE COMPANIES ACTING AS CO-INSURERS
OR REINSURERS, AT THE OPTION OF THE ADMINISTRATIVE AGENT) AND (H) BE SUBJECT TO
THE TITLE INSURANCE COMPANY'S STANDARD SURVEY EXCEPTIONS.
THE ADMINISTRATIVE
AGENT SHALL HAVE RECEIVED EVIDENCE REASONABLY SATISFACTORY TO IT THAT ALL
PREMIUMS IN RESPECT OF EACH SUCH ENDORSEMENT TO ANY SUCH POLICY, ALL CHARGES FOR
MODIFICATION RECORDING TAX, AND ALL RELATED EXPENSES, IF ANY, HAVE BEEN PAID.
(III)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED (A)(1) A POLICY OF
FLOOD INSURANCE FOR EACH MORTGAGED PROPERTY LOCATED IN A FEDERALLY RECOGNIZED
FLOOD ZONE, WHICH POLICY SHALL (X) BE WRITTEN IN AN AMOUNT NOT LESS THAN THE
OUTSTANDING PRINCIPAL AMOUNT OF THE INDEBTEDNESS SECURED BY SUCH MORTGAGE THAT
IS REASONABLY ALLOCABLE TO SUCH OWNED REAL PROPERTY OR THE MAXIMUM LIMIT OF
COVERAGE MADE AVAILABLE WITH RESPECT TO THE PARTICULAR TYPE OF PROPERTY UNDER
THE NATIONAL FLOOD INSURANCE ACT OF 1968, WHICHEVER IS LESS, AND (Y) HAVE A TERM
ENDING NOT LATER THAN THE LATEST MATURITY OF THE INDEBTEDNESS SECURED BY SUCH
MORTGAGE OR (2) FLOOD CERTIFICATES REASONABLY SATISFACTORY TO THE ADMINISTRATIVE
AGENT SHOWING THAT THE IMPROVEMENTS LOCATED ON THE MORTGAGED PROPERTIES ARE NOT
LOCATED IN "SPECIAL FLOOD HAZARD AREAS" AS DESIGNATED BY THE U.S. FEDERAL
EMERGENCY MANAGEMENT AGENCY AND (B) CONFIRMATION THAT THE BORROWER HAS RECEIVED
THE NOTICE