OF THE
APPLICABLE COLLATERAL AGENTS, FOR THE BENEFIT OF THE SECURED PARTIES, DULY
EXECUTED AND ACKNOWLEDGED BY EACH LOAN PARTY THAT IS THE OWNER OF OR HOLDER OF
ANY INTEREST IN SUCH MORTGAGED PROPERTY, AND OTHERWISE IN FORM FOR RECORDING IN
THE RECORDING OFFICE OF EACH APPLICABLE POLITICAL SUBDIVISION WHERE EACH SUCH
MORTGAGED PROPERTY IS SITUATED, TOGETHER WITH SUCH CERTIFICATES, AFFIDAVITS,
QUESTIONNAIRES OR RETURNS AS SHALL BE REQUIRED IN CONNECTION WITH THE RECORDING
OR FILING THEREOF TO CREATE A LIEN UNDER APPLICABLE REQUIREMENTS OF LAW, AND
SUCH FINANCING STATEMENTS AND ANY OTHER INSTRUMENTS NECESSARY TO GRANT A
MORTGAGE LIEN UNDER THE LAWS OF ANY APPLICABLE JURISDICTION, ALL OF WHICH SHALL
BE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO SUCH COLLATERAL AGENT;
(II)
WITH RESPECT TO EACH SUCH MORTGAGED PROPERTY, SUCH CONSENTS,
APPROVALS, AMENDMENTS, SUPPLEMENTS, ESTOPPELS, TENANT SUBORDINATION AGREEMENTS
OR OTHER INSTRUMENTS AS SHALL REASONABLY BE DEEMED NECESSARY BY SUCH COLLATERAL
AGENT IN ORDER FOR THE OWNER OR HOLDER OF THE FEE OR LEASEHOLD INTEREST
CONSTITUTING SUCH MORTGAGED PROPERTY TO GRANT THE LIEN CONTEMPLATED BY THE
MORTGAGE WITH RESPECT TO SUCH MORTGAGED PROPERTY;
(III)
WITH RESPECT TO EACH MORTGAGE REQUIRED UNDER CLAUSE (I) ABOVE,
A POLICY OF TITLE INSURANCE (OR MARKED UP TITLE INSURANCE COMMITMENT HAVING THE
EFFECT OF A POLICY
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OF TITLE INSURANCE) INSURING THE LIEN OF SUCH MORTGAGE AS A VALID FIRST PRIORITY
MORTGAGE LIEN ON THE MORTGAGED PROPERTY AND FIXTURES DESCRIBED THEREIN IN THE
AMOUNT EQUAL TO NOT LESS THAN 115% OF THE FAIR MARKET VALUE OF SUCH MORTGAGED
PROPERTY AND FIXTURES, WHICH POLICY (OR SUCH MARKED-UP COMMITMENT) (EACH, A
"TITLE POLICY") SHALL (A) BE ISSUED BY THE TITLE COMPANY, (B) 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), (C) HAVE BEEN
SUPPLEMENTED BY SUCH ENDORSEMENTS (OR WHERE SUCH ENDORSEMENTS ARE NOT AVAILABLE,
OPINIONS OF SPECIAL COUNSEL, ARCHITECTS OR OTHER PROFESSIONALS REASONABLY
ACCEPTABLE TO SUCH COLLATERAL AGENT) AS SHALL BE REASONABLY REQUESTED BY SUCH
COLLATERAL AGENT (INCLUDING ENDORSEMENTS ON MATTERS RELATING TO 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, AND SO-CALLED
COMPREHENSIVE COVERAGE OVER COVENANTS AND RESTRICTIONS), AND (D) CONTAIN NO
EXCEPTIONS TO TITLE OTHER THAN PERMITTED LIENS AND OTHER EXCEPTIONS ACCEPTABLE
TO SUCH COLLATERAL AGENT;
(IV)
WITH RESPECT TO EACH SUCH MORTGAGED PROPERTY, SUCH AFFIDAVITS,
CERTIFICATES, INFORMATION (INCLUDING FINANCIAL DATA) AND INSTRUMENTS OF
INDEMNIFICATION (INCLUDING A SO-CALLED "GAP" INDEMNIFICATION) AS SHALL BE
REASONABLY REQUIRED TO INDUCE THE TITLE COMPANY TO ISSUE THE TITLE POLICY/IES
AND ENDORSEMENTS CONTEMPLATED ABOVE;
(V)
EVIDENCE REASONABLY ACCEPTABLE TO SUCH COLLATERAL AGENT OF
PAYMENT BY OR ON BEHALF OF THE BORROWERS 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