MORTGAGE OF SUCH INTEREST.
(B)
AFTER THE EFFECTIVE DATE, IF THE BORROWER OR ANY SUBSIDIARY
ACQUIRES AN INTEREST IN REAL PROPERTY EITHER OWNED IN FEE SIMPLE OR LEASED
(EXCEPT FOR PROPERTIES SUBJECT TO THE MCF DEBT) BY THE BORROWER OR ANY OF ITS
SUBSIDIARIES WITH A BOOK VALUE OF MORE THAN $2,000,000, SUCH PARTY SHALL NOTIFY
THE ADMINISTRATIVE AGENT OF SUCH ACQUISITION OR LEASE OF SUCH PROPERTY AND
AGREES TO DO THE FOLLOWING, AT BORROWER'S EXPENSE:
(I)
TO FURNISH TO THE ADMINISTRATIVE AGENT ONE OR MORE MORTGAGES
COVERING SUCH REAL PROPERTY;
(II)
TO FURNISH TO THE ADMINISTRATIVE AGENT A COPY OF A PREVIOUSLY
ISSUED TITLE POLICY (OR SUCH OTHER EVIDENCE OF THE STATUS OF THE TITLE) AND A
NOTHING FURTHER CERTIFICATE DATED WITHIN FIFTEEN (15) DAYS PRIOR TO THE FILING
OF THE MORTGAGE EVIDENCING, TO THE SATISFACTION OF THE ADMINISTRATIVE AGENT,
THAT THE SUCH REAL PROPERTY IS NOT SUBJECT TO ANY LIEN (OTHER THAN LIENS
PERMITTED UNDER SECTION 6.02 HEREOF); PROVIDED HOWEVER, THAT IN THE EVENT AT THE
TIME OF ACQUISITION OF SUCH REAL PROPERTY, THE BORROWER OR ITS SUBSIDIARY
OBTAINS AN OWNER'S POLICY, THE BORROWER AGREES AT ITS EXPENSE TO FURNISH THE
ADMINISTRATIVE AGENT WITH A LENDER'S POLICY RELATED TO SUCH REAL PROPERTY;
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(III)
TO FURNISH TO THE ADMINISTRATIVE AGENT EVIDENCE OF INSURANCE OF
SUCH INTEREST IN REAL PROPERTY IN ACCORDANCE WITH SECTION 5.05 HEREOF;
(IV)
THE ADMINISTRATIVE AGENT WILL HAVE RECEIVED EVIDENCE OF THE FLOOD
ZONE STATUS OF EACH SUCH INTEREST IN REAL PROPERTY; AND
(V)
IF SUCH INTEREST IS A LEASEHOLD AND THE LEASE REQUIRES IT, AT
ADMINISTRATIVE AGENT'S REQUEST, TO PROVIDE A LANDLORD'S CONSENT PERMITTING THE
MORTGAGE OF SUCH INTEREST.
(C)
DURING THE CONTINUANCE OF ANY DEFAULT, UPON THE REQUEST OF THE
ADMINISTRATIVE AGENT, AT THE BORROWER'S EXPENSE, BORROWER AGREES TO FURNISH THE
ADMINISTRATIVE AGENT AN UPDATED ENVIRONMENTAL REPORT ON ALL REAL PROPERTY
SECURED BY A MORTGAGE PURSUANT TO THIS AGREEMENT.
Mortgages given for the benefit of Lender in accordance with this Section 5.10
will be released by the Administrative Agent upon the Disposition of real
property in accordance with this Agreement.
ARTICLE VI
Negative Covenants
Until the Commitments have expired or terminated and the principal of and
interest on each Loan and all fees payable hereunder have been paid in full and
all Letters of Credit have expired or terminated or shall have been Cash
Collateralized and all LC Disbursements shall have been reimbursed, the Borrower
covenants and agrees with the Lenders that:
SECTION 6.01. INDEBTEDNESS. THE BORROWER WILL NOT, AND WILL NOT PERMIT ANY
SUBSIDIARY TO, CREATE, INCUR, ASSUME OR PERMIT TO EXIST ANY INDEBTEDNESS,
EXCEPT:
(A)
INDEBTEDNESS CREATED HEREUNDER;
(B)
INDEBTEDNESS EXISTING ON THE DATE HEREOF AND SET FORTH IN
SCHEDULE 6.01 AND EXTENSIONS, RENEWALS, REFINANCINGS AND REPLACEMENTS OF ANY
SUCH INDEBTEDNESS THAT DO NOT INCREASE THE OUTSTANDING PRINCIPAL AMOUNT THEREOF
PLUS ACCRUED INTEREST THEREON;
(C)
INDEBTEDNESS OF THE BORROWER TO ANY SUBSIDIARY AND OF ANY
SUBSIDIARY TO THE BORROWER OR ANY OTHER SUBSIDIARY;
(D)
GUARANTEES BY THE BORROWER OF INDEBTEDNESS