OTHER THAN THOSE LAWS THE NONCOMPLIANCE WITH WHICH WOULD NOT
HAVE A MATERIAL ADVERSE EFFECT.
5.5
FURTHER ASSURANCES. OBLIGORS SHALL, AND
SHALL CAUSE THEIR SUBSIDIARIES TO, FROM TIME TO TIME, EXECUTE SUCH GUARANTIES,
FINANCING OR CONTINUATION STATEMENTS, DOCUMENTS, SECURITY AGREEMENTS, REPORTS
AND OTHER DOCUMENTS OR DELIVER TO AGENT SUCH INSTRUMENTS, CERTIFICATES OF TITLE,
MORTGAGES, DEEDS OF TRUST, OR OTHER DOCUMENTS AS AGENT AT ANY TIME MAY
REASONABLY REQUEST TO EVIDENCE, PERFECT OR OTHERWISE IMPLEMENT THE GUARANTIES
AND SECURITY FOR REPAYMENT OF THE OBLIGATIONS PROVIDED FOR IN THE LOAN
DOCUMENTS.
WITHOUT LIMITING THE FOREGOING, (A) OBLIGORS SHALL, AND SHALL CAUSE
THEIR SUBSIDIARIES TO, EXECUTE AND FILE SUCH FINANCING AND CONTINUATION
STATEMENTS, OR AMENDMENTS THERETO, AND SUCH OTHER INSTRUMENTS, DOCUMENTS OR
NOTICES AS AGENT MAY REQUEST, IN ORDER TO CREATE, PRESERVE AND PROTECT THE
SECURITY INTERESTS GRANTED OR PURPORTED TO BE GRANTED HEREBY OR PURSUANT TO ANY
OTHER LOAN DOCUMENT AND (B) EACH OBLIGOR SHALL CAUSE EACH PERSON, UPON ITS
BECOMING A SUBSIDIARY OF SUCH OBLIGOR (PROVIDED THAT THIS SHALL NOT BE CONSTRUED
TO CONSTITUTE CONSENT BY ANY OF THE LENDERS TO ANY TRANSACTION REFERRED TO ABOVE
WHICH IS NOT EXPRESSLY PERMITTED BY THE TERMS OF THIS AGREEMENT), PROMPTLY TO
GUARANTY THE OBLIGATIONS AND TO GRANT TO AGENT, FOR THE BENEFIT OF AGENT AND
LENDERS, SECURITY INTERESTS IN THE PROPERTY OF SUCH PERSON TO SECURE THE
OBLIGATIONS AND SHALL PLEDGE, OR CAUSE TO BE PLEDGED, TO AGENT, FOR THE BENEFIT
OF AGENT AND LENDERS, ALL OF THE EQUITY INTERESTS OF SUCH SUBSIDIARY TO SECURE
THE OBLIGATIONS.
5.6
MORTGAGES; CONSENTS AND WAIVERS; TITLE
INSURANCE; SURVEYS.
(A)
TITLE INSURANCE; CONSENTS AND WAIVERS.
ON OR
BEFORE THE CLOSING DATE (OR WITHIN THIRTY (30) DAYS FOLLOWING DELIVERY OF ANY
MORTGAGE WITH RESPECT TO ADDITIONAL MORTGAGED
35
PROPERTY), BORROWER SHALL, EXCEPT AS OTHERWISE AGREED BY AGENT, DELIVER OR CAUSE
TO BE DELIVERED TO AGENT ALTA LENDER'S TITLE INSURANCE POLICIES OR DATE DOWN
ENDORSEMENT TO ANY EXISTING TITLE INSURANCE POLICIES ISSUED BY TITLE INSURERS
REASONABLY SATISFACTORY TO AGENT (THE "MORTGAGE POLICIES") IN FORM AND SUBSTANCE
AND IN AMOUNTS REASONABLY SATISFACTORY TO AGENT ASSURING AGENT THAT THE
MORTGAGES ARE VALID AND ENFORCEABLE FIRST PRIORITY MORTGAGE LIENS ON THE
RESPECTIVE MORTGAGED PROPERTY OR ADDITIONAL MORTGAGED PROPERTY, FREE AND CLEAR
OF ALL DEFECTS AND ENCUMBRANCES EXCEPT PERMITTED ENCUMBRANCES.
THE MORTGAGE
POLICIES SHALL BE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO AGENT AND
SHALL INCLUDE AN ENDORSEMENT INSURING AGAINST THE EFFECT OF FUTURE ADVANCES
UNDER THIS AGREEMENT, FOR MECHANICS' LIENS AND FOR ANY OTHER MATTER THAT AGENT
MAY REASONABLY REQUEST.
SUBJECT TO PARAGRAPH M OF THE CONDITIONS RIDER, IN THE
CASE OF EACH LEASEHOLD WHERE COLLATERAL IS STORED OR LOCATED, AGENT SHALL HAVE
RECEIVED SUCH ESTOPPEL LETTERS, CONSENTS AND WAIVERS FROM THE LANDLORDS AND
NON-DISTURBANCE AGREEMENTS FROM ANY HOLDERS OF MORTGAGES OR DEEDS OF TRUST ON
SUCH REAL ESTATE AS MAY HAVE BEEN REQUESTED BY AGENT, WHICH LETTERS SHALL BE IN
FORM AND SUBSTANCE SATISFACTORY TO AGENT; PROVIDED THAT NO SUCH LETTERS SHALL BE
REQUIRED WITH RESPECT TO ANY LOCATION WHERE