(X)) (I) EXECUTE AND DELIVER OR, IN THE CASE OF CLAUSE (Y), USE
COMMERCIALLY REASONABLE EFFORTS TO EXECUTE AND DELIVER, A FIRST PRIORITY
(SUBJECT TO THE LIEN PRIORITIES SET FORTH IN THE INTERCREDITOR AGREEMENT AND
SUBJECT TO LIENS EXPRESSLY PERMITTED BY SECTION 6.02) MORTGAGE IN FAVOR OF THE
COLLATERAL AGENT, FOR THE
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BENEFIT OF THE SECURED PARTIES, COVERING SUCH REAL PROPERTY AND COMPLYING WITH
THE PROVISIONS HEREIN AND IN THE SECURITY DOCUMENTS, (II) PROVIDE OR, IN THE
CASE OF CLAUSE (Y), USE COMMERCIALLY REASONABLE EFFORTS TO PROVIDE, THE SECURED
PARTIES WITH TITLE AND EXTENDED COVERAGE INSURANCE IN AN AMOUNT AT LEAST EQUAL
TO THE PURCHASE PRICE OF SUCH REAL PROPERTY (OR SUCH OTHER AMOUNT AS THE
ADMINISTRATIVE AGENT SHALL REASONABLY SPECIFY), SURVEYS, AND IF APPLICABLE,
FLOOD INSURANCE, LEASE ESTOPPEL CERTIFICATES OR, IN THE EVENT THAT THE
ADMINISTRATIVE AGENT HAS DETERMINED THAT A RECORDED MEMORANDUM OF LEASE OR AN
AMENDMENT OF LEASE IS NECESSARY OR APPROPRIATE IN ORDER TO MAKE ANY SUCH LEASED
REAL PROPERTY MORTGAGEABLE, EVIDENCE OF SUCH RECORDATION OR A COPY OF SUCH FULLY
EXECUTED AND BINDING LEASE AMENDMENT, ALL AS MAY BE REASONABLY REQUESTED BY THE
ADMINISTRATIVE AGENT, (III) IF REQUESTED BY THE FIRST LIEN ADMINISTRATIVE AGENT,
DELIVER TO THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT LEGAL OPINIONS
RELATING TO THE MATTERS DESCRIBED ABOVE, WHICH OPINIONS SHALL BE IN FORM AND
SUBSTANCE SUBSTANTIALLY SIMILAR TO THOSE LEGAL OPINIONS THAT ARE DELIVERED TO
THE FIRST LIEN ADMINISTRATIVE AGENT AND (IV) DELIVER TO THE ADMINISTRATIVE AGENT
A NOTICE IDENTIFYING, AND UPON THE ADMINISTRATIVE AGENT'S REQUEST AND SUBJECT TO
ANY CONTRACTUAL RESTRICTIONS CONTAINED THEREIN, PROVIDE A COPY OF, THE
CONSULTANT'S REPORTS, ENVIRONMENTAL SITE ASSESSMENTS OR OTHER DOCUMENTS RELIED
UPON BY THE BORROWER OR ANY OTHER LOAN PARTY TO DETERMINE THAT ANY SUCH REAL
PROPERTY INCLUDED IN SUCH COLLATERAL DOES NOT CONTAIN HAZARDOUS MATERIALS OF A
FORM OR TYPE OR IN A QUANTITY OR LOCATION THAT COULD REASONABLY BE EXPECTED TO
RESULT IN A MATERIAL ENVIRONMENTAL LIABILITY.
HOLDINGS OR THE BORROWER SHALL
USE COMMERCIALLY REASONABLE EFFORTS TO DELIVER TO THE ADMINISTRATIVE AGENT
ESTOPPEL CERTIFICATES FROM THE LANDLORD WITH RESPECT TO EACH LEASED MORTGAGED
PROPERTY, CONFIRMING THE NONEXISTENCE OF ANY DEFAULT THEREUNDER AND CERTAIN
OTHER INFORMATION WITH RESPECT TO SUCH LEASE, EACH OF THE FOREGOING IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT AND THE COLLATERAL
AGENT.
(C)
SUBJECT TO THE TERMS OF THE INTERCREDITOR AGREEMENT, WITH RESPECT
TO ANY SUBSIDIARY (OTHER THAN AN EXCLUDED FOREIGN SUBSIDIARY OR A RECEIVABLES
SUBSIDIARY) CREATED OR ACQUIRED AFTER THE CLOSING DATE (WHICH, FOR THE PURPOSES
OF THIS PARAGRAPH, SHALL INCLUDE ANY EXISTING SUBSIDIARY THAT CEASES TO BE AN
EXCLUDED FOREIGN SUBSIDIARY AT ANY TIME AFTER THE CLOSING DATE) BY THE BORROWER
OR ANY OF THE SUBSIDIARIES, PROMPTLY (AND, IN ANY EVENT, WITHIN 20 DAYS
FOLLOWING SUCH CREATION OR THE DATE OF SUCH ACQUISITION) (I) EXECUTE AND DELIVER
TO THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT SUCH AMENDMENTS OR
SUPPLEMENTS TO THE GUARANTEE AND COLLATERAL AGREEMENT SUBSTANTIALLY SIMILAR TO
THOSE THAT ARE DELIVERED