AS
SHALL BE REASONABLY ACCEPTABLE TO THE COLLATERAL AGENT, (C) CONTAIN A "TIE-IN"
OR "CLUSTER" ENDORSEMENT, IF AVAILABLE UNDER APPLICABLE LAW (I.E., POLICIES
WHICH INSURE AGAINST LOSSES REGARDLESS OF LOCATION OR ALLOCATED VALUE OF THE
INSURED PROPERTY UP TO A STATED MAXIMUM COVERAGE AMOUNT), AND (D) HAVE BEEN
SUPPLEMENTED BY SUCH ENDORSEMENTS (OR WHERE SUCH ENDORSEMENTS ARE NOT AVAILABLE,
OPINIONS OF SPECIAL COUNSEL, ARCHITECTS OR OTHER PROFESSIONALS REASONABLY
ACCEPTABLE TO THE COLLATERAL AGENT) AS SHALL BE REASONABLY REQUESTED BY THE
COLLATERAL AGENT (INCLUDING ENDORSEMENTS ON MATTERS RELATING TO
64
USURY, FIRST LOSS, LAST DOLLAR, ZONING, CONTIGUITY, REVOLVING CREDIT, DOING
BUSINESS, NON-IMPUTATION, PUBLIC ROAD ACCESS, SURVEY, VARIABLE RATE,
ENVIRONMENTAL LIEN, SUBDIVISION, MORTGAGE RECORDING TAX, SEPARATE TAX LOT,
REVOLVING CREDIT, AND SO-CALLED COMPREHENSIVE COVERAGE OVER COVENANTS AND
RESTRICTIONS BUT ALL SUCH ENDORSEMENTS ONLY IF AVAILABLE AT COMMERCIALLY
REASONABLE RATES AND APPLICABLE);
(IV)
WITH RESPECT TO EACH MORTGAGED PROPERTY, SUCH AFFIDAVITS,
CERTIFICATES, INFORMATION (INCLUDING FINANCIAL DATA) AND INSTRUMENTS OF
INDEMNIFICATION (INCLUDING A SO-CALLED "GAP" INDEMNIFICATION) AS SHALL BE
REQUIRED TO INDUCE THE TITLE COMPANY TO ISSUE THE TITLE POLICY/IES AND
ENDORSEMENTS CONTEMPLATED ABOVE;
(V)
EVIDENCE REASONABLY ACCEPTABLE TO THE COLLATERAL AGENT OF PAYMENT
BY THE BORROWER OF ALL TITLE POLICY PREMIUMS, SEARCH AND EXAMINATION CHARGES,
ESCROW CHARGES AND RELATED CHARGES, MORTGAGE RECORDING TAXES, FEES, CHARGES,
COSTS AND EXPENSES REQUIRED FOR THE RECORDING OF THE MORTGAGES AND ISSUANCE OF
THE TITLE POLICIES REFERRED TO ABOVE;
(VI)
WITH RESPECT TO EACH MORTGAGED PROPERTY, COPIES OF ALL LEASES IN
WHICH BORROWER OR ANY SUBSIDIARY HOLDS THE LESSOR'S INTEREST OR OTHER AGREEMENTS
RELATING TO POSSESSORY INTERESTS, IF ANY.
TO THE EXTENT ANY OF THE FOREGOING
AFFECT ANY MORTGAGED PROPERTY, BORROWER SHALL USE COMMERCIALLY REASONABLE
EFFORTS, (BUT SHALL NOT BE REQUIRED) TO ENSURE THAT SUCH AGREEMENT SHALL BE
SUBORDINATE TO THE LIEN OF THE MORTGAGE TO BE RECORDED AGAINST SUCH MORTGAGED
PROPERTY, EITHER EXPRESSLY BY ITS TERMS OR PURSUANT TO A SUBORDINATION,
NON-DISTURBANCE AND ATTORNMENT AGREEMENT, AND SHALL OTHERWISE BE ACCEPTABLE TO
THE COLLATERAL AGENT;
(VII)
SURVEYS WITH RESPECT TO EACH MORTGAGED PROPERTY; AND
(VIII)
A COMPLETED FEDERAL EMERGENCY MANAGEMENT AGENCY STANDARD FLOOD
HAZARD DETERMINATION WITH RESPECT TO EACH MORTGAGED PROPERTY.
(D)
IF THE ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS REASONABLY
DETERMINE THAT THEY ARE REQUIRED BY LAW OR REGULATION TO HAVE APPRAISALS
PREPARED IN RESPECT OF ANY REAL PROPERTY OF THE BORROWER AND ITS SUBSIDIARIES
CONSTITUTING COLLATERAL, THE BORROWER WILL, AT ITS OWN EXPENSE, PROVIDE TO THE
ADMINISTRATIVE AGENT APPRAISALS WHICH SATISFY THE APPLICABLE REQUIREMENTS OF THE
REAL ESTATE APPRAISAL REFORM AMENDMENTS OF THE FINANCIAL INSTITUTION REFORM,
RECOVERY AND ENFORCEMENT ACT OF 1989, AS AMENDED, AND WHICH SHALL OTHERWISE BE
IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT.
(E)
THE BORROWER AGREES THAT EACH ACTION REQUIRED BY CLAUSES (A)
THROUGH (C) OF THIS SECTION 9.11 SHALL BE COMPLETED AS SOON AS POSSIBLE, BUT IN
NO EVENT LATER THAN 90 DAYS AFTER SUCH ACTION IS REQUESTED TO BE TAKEN BY THE
ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS; PROVIDED THAT, IN NO EVENT WILL
THE BORROWER