unless an officer
of the Administrative Agent responsible for the transactions contemplated by the
Loan Documents shall have received notice from such Lender prior to the
Amendment Effective Date specifying its objection thereto and such Lender shall
not have made available to the Administrative Agent such Lender's ratable
portion of the initial Borrowing, if any.
SECTION 8.
COVENANTS
.
(A)
WITHIN 90 DAYS AFTER THE AMENDMENT EFFECTIVE DATE (WHICH
PERIOD MAY BE EXTENDED IN THE SOLE AND ABSOLUTE DISCRETION OF THE ADMINISTRATIVE
AGENT AND THE COLLATERAL AGENT WITHOUT ANY FURTHER CONSENT FROM ANY LENDER), THE
LOAN PARTIES SHALL DELIVER TO THE COLLATERAL AGENT:
(I)
(A) COUNTERPARTS OF AN AMENDMENT TO EACH MORTGAGE (EACH SUCH
AMENDMENT, A "MORTGAGE AMENDMENT") ENTERED INTO WITH RESPECT TO EACH MORTGAGED
PROPERTY SET FORTH ON SCHEDULE 1.01(C) OF THE AMENDED CREDIT AGREEMENT, DULY
EXECUTED, ACKNOWLEDGED AND DELIVERED BY THE RECORD OWNER OF SUCH MORTGAGED
PROPERTY, SUITABLE FOR RECORDING OR FILING,
WITH ALL FILING AND RECORDING TAXES
AND FEES PAID FOR BY OR ON BEHALF OF THE BORROWERS AND (B) SUCH OTHER DOCUMENTS
INCLUDING, BUT NOT LIMITED TO, ANY CONSENTS, AGREEMENTS AND CONFIRMATIONS OF
THIRD PARTIES, AS THE COLLATERAL AGENT MAY HAVE REASONABLY REQUESTED WITH
RESPECT TO ANY MORTGAGE AMENDMENT OR ANY MORTGAGED PROPERTY;
(II)
(A) WITH RESPECT TO ANY MORTGAGED PROPERTIES FOR WHICH TITLE
INSURANCE POLICIES WERE NOT PREVIOUS ISSUED IN FAVOR OF COLLATERAL AGENT, A
POLICY OR POLICIES OR
8
MARKED UP UNCONDITIONAL BINDER OF AMERICAN LAND TITLE ASSOCIATION LENDER'S
EXTENDED COVERAGE TITLE INSURANCE (AN "ALTA POLICY") OR ALTERNATIVE TITLE
INSURANCE POLICIES REASONABLY ACCEPTABLE TO COLLATERAL AGENT IN STATES WHERE AN
ALTA POLICY IS UNAVAILABLE OR IF A NEW PROPERTY SURVEY WOULD BE REQUIRED TO BE
MADE IN ORDER TO ISSUE A ALTA POLICY ("TITLE POLICIES"), AND (B) "DATEDOWN" AND
MORTGAGE MODIFICATION ENDORSEMENTS TO THE EXISTING TITLE INSURANCE POLICIES WITH
RESPECT TO THE MORTGAGED PROPERTIES ("MODIFICATION ENDORSEMENTS"; TITLE POLICIES
AND MODIFICATION ENDORSEMENTS, TO THE EXTENT REQUIRED, COLLECTIVELY, "TITLE
INSURANCE"), SUCH TITLE INSURANCE PAID FOR BY THE BORROWERS, ISSUED BY A
NATIONALLY RECOGNIZED TITLE INSURANCE COMPANY INSURING THE LIEN OF EACH MORTGAGE
(AS AMENDED BY THE MORTGAGE AMENDMENT), AS A VALID FIRST LIEN ON THE MORTGAGED
PROPERTY DESCRIBED THEREIN, FREE OF ANY OTHER LIENS EXCEPT AS PERMITTED BY
SECTION 6.02 OF THE AMENDED CREDIT AGREEMENT, SUCH TITLE INSURANCE IN A FORM AND
SUBSTANCE REASONABLY ACCEPTABLE TO COLLATERAL AGENT AND TOGETHER WITH SUCH
CUSTOMARY ENDORSEMENTS (INCLUDING ZONING ENDORSEMENTS WHERE REASONABLY
APPROPRIATE AND AVAILABLE, WHICH, IN THE CASE OF A MODIFICATION ENDORSEMENT,
SHALL NOT BE REQUIRED WHERE A RECENT ZONING REPORT SHOWS NO CHANGES IN ZONING
SINCE THE DATE OF THE EXISTING TITLE POLICY OR THE LAST ZONING ENDORSEMENT),
COINSURANCE AND REINSURANCE AS THE COLLATERAL AGENT MAY REASONABLY REQUEST, AND
WITH RESPECT TO ANY SUCH PROPERTY LOCATED IN A STATE IN WHICH A ZONING
ENDORSEMENT IS NOT AVAILABLE, A ZONING COMPLIANCE LETTER FROM THE APPLICABLE
MUNICIPALITY IN A FORM REASONABLY ACCEPTABLE TO THE COLLATERAL AGENT;
(III)
(A) A STANDARD FLOOD HAZARD DETERMINATION FORM ORDERED BY THE
COLLATERAL