SUCH PLEDGE IN THE JURISDICTION IN
WHICH SUCH MATERIAL FOREIGN SUBSIDIARY IS ORGANIZED.
B.
COMPANY WILL, AND WILL CAUSE EACH OTHER LOAN PARTY TO, GRANT TO
COLLATERAL AGENT FOR THE BENEFIT OF THE SECURED PARTIES MORTGAGES ON REAL
PROPERTY NOT SUBJECT TO A PERMITTED LIEN (SUCH MORTGAGES LIMITED TO UNENCUMBERED
OWNED REAL PROPERTY WITH A FAIR MARKET VALUE IN EXCESS OF $3,500,000) AS MAY BE
REQUESTED FROM TIME TO TIME BY ADMINISTRATIVE AGENT OR THE REQUISITE LENDERS
(COLLECTIVELY, THE "ADDITIONAL COLLATERAL DOCUMENTS"). ALL SUCH MORTGAGES SHALL
BE GRANTED PURSUANT TO DOCUMENTATION REASONABLY SATISFACTORY IN FORM AND
SUBSTANCE TO COLLATERAL AGENT AND SHALL CONSTITUTE VALID AND ENFORCEABLE FIRST
PRIORITY LIENS.
THE ADDITIONAL COLLATERAL 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, PERFECT, PRESERVE AND PROTECT THE LIENS IN
FAVOR OF COLLATERAL AGENT REQUIRED TO BE GRANTED PURSUANT TO THE ADDITIONAL
COLLATERAL DOCUMENTS AND ALL TAXES, FEES AND OTHER CHARGES PAYABLE IN CONNECTION
THEREWITH SHALL HAVE BEEN PAID IN FULL.
IN THE CASE OF ANY MORTGAGES PURSUANT
TO THIS SECTION 6.7B, COMPANY OR THE RESPECTIVE LOAN PARTY SHALL DELIVER TO
COLLATERAL AGENT:
(I)
A FULLY EXECUTED COUNTERPART OF SUCH MORTGAGE AND CORRESPONDING
UCC FIXTURE FILINGS, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO COLLATERAL
AGENT, WHICH MORTGAGE AND UCC FIXTURE FILINGS SHALL COVER SUCH MORTGAGED
PROPERTY, TOGETHER WITH EVIDENCE THAT COUNTERPARTS OF SUCH MORTGAGE AND UCC
FIXTURE FILINGS HAVE BEEN DELIVERED TO THE TITLE INSURANCE COMPANY INSURING THE
LIEN OF SUCH MORTGAGE FOR RECORDING;
(II)
A MORTGAGE POLICY RELATING TO SUCH MORTGAGE OF THE RESPECTIVE
MORTGAGED PROPERTY, ISSUED BY A TITLE INSURER REASONABLY SATISFACTORY TO
COLLATERAL AGENT, IN AN INSURED AMOUNT SATISFACTORY TO COLLATERAL AGENT AND
INSURING COLLATERAL AGENT THAT THE MORTGAGE ON SUCH MORTGAGED PROPERTY IS A
VALID AND ENFORCEABLE FIRST PRIORITY MORTGAGE LIEN ON SUCH MORTGAGED PROPERTY,
FREE AND CLEAR OF ALL DEFECTS AND ENCUMBRANCES EXCEPT PERMITTED ENCUMBRANCES,
WITH SUCH MORTGAGE POLICY (1) TO BE IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO COLLATERAL AGENT, (2) TO INCLUDE, AS REQUESTED BY COLLATERAL
AGENT, TO THE EXTENT AVAILABLE IN THE APPLICABLE JURISDICTION, SUPPLEMENTAL
ENDORSEMENTS (INCLUDING, WITHOUT LIMITATION, ENDORSEMENTS RELATING TO FUTURE
ADVANCES UNDER THIS AGREEMENT AND THE LOANS, USURY, FIRST LOSS, LAST DOLLAR, TAX
PARCEL, SUBDIVISION, ZONING, CONTIGUITY, VARIABLE RATE, DOING BUSINESS, PUBLIC
ROAD ACCESS, SURVEY, ENVIRONMENTAL LIEN, MORTGAGE TAX AND SO-CALLED
COMPREHENSIVE COVERAGE OVER COVENANTS AND RESTRICTIONS AND FOR ANY OTHER MATTERS
THAT COLLATERAL AGENT IN ITS DISCRETION MAY REASONABLY REQUEST), (3) TO NOT
INCLUDE THE "STANDARD" TITLE EXCEPTIONS, A SURVEY EXCEPTION OR AN EXCEPTION FOR
MECHANICS' LIENS, AND (4) TO PROVIDE FOR AFFIRMATIVE INSURANCE AND SUCH
REINSURANCE AS COLLATERAL AGENT IN ITS DISCRETION MAY REASONABLY REQUEST;
109
(III)
TO INDUCE THE TITLE COMPANY TO ISSUE THE MORTGAGE POLICY REFERRED
TO IN CLAUSE (II) ABOVE, SUCH AFFIDAVITS, CERTIFICATES, INFORMATION AND
INSTRUMENTS OF INDEMNIFICATION (INCLUDING, WITHOUT LIMITATION, A SO-CALLED "GAP"
INDEMNIFICATION) AS SHALL BE REQUIRED BY THE TITLE COMPANY, TOGETHER WITH
PAYMENT BY COMPANY