SO COULD NOT REASONABLY BE EXPECTED TO HAVE,
INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT, COMPLY, AND TAKE
ALL REASONABLE ACTIONS TO CAUSE ALL LESSEES AND OTHER PERSONS OPERATING OR
OCCUPYING ITS PROPERTIES TO COMPLY WITH ALL APPLICABLE ENVIRONMENTAL LAWS AND
ENVIRONMENTAL PERMITS; OBTAIN AND RENEW ALL ENVIRONMENTAL PERMITS NECESSARY FOR
ITS OPERATIONS AND PROPERTIES; AND, IN EACH CASE TO THE EXTENT REQUIRED BY
ENVIRONMENTAL LAWS, CONDUCT ANY INVESTIGATION, STUDY, SAMPLING AND TESTING, AND
UNDERTAKE ANY CLEANUP, REMOVAL, REMEDIAL OR OTHER ACTION NECESSARY TO REMOVE AND
CLEAN UP ALL HAZARDOUS MATERIALS FROM ANY OF ITS PROPERTIES, IN ACCORDANCE WITH
THE REQUIREMENTS OF ALL ENVIRONMENTAL LAWS.
SECTION 6.13
FURTHER ASSURANCES AND POST-CLOSING CONDITIONS.
(A)
PROMPTLY UPON REASONABLE REQUEST BY THE ADMINISTRATIVE AGENT (I)
CORRECT ANY MATERIAL DEFECT OR ERROR THAT MAY BE DISCOVERED IN THE EXECUTION,
ACKNOWLEDGMENT, FILING OR RECORDATION OF ANY COLLATERAL DOCUMENT OR OTHER
DOCUMENT OR INSTRUMENT RELATING TO ANY COLLATERAL, AND (II) DO, EXECUTE,
ACKNOWLEDGE, DELIVER, RECORD, RE-RECORD, FILE, RE-FILE, REGISTER AND RE-REGISTER
ANY AND ALL SUCH FURTHER ACTS, DEEDS, CERTIFICATES, ASSURANCES AND OTHER
INSTRUMENTS AS THE ADMINISTRATIVE AGENT MAY REASONABLY REQUEST FROM TIME TO TIME
IN ORDER TO CARRY OUT MORE EFFECTIVELY THE PURPOSES OF THE COLLATERAL DOCUMENTS.
(B)
IN THE CASE OF ANY REAL PROPERTY REFERRED TO IN SECTION 6.11(B),
PROVIDE THE ADMINISTRATIVE AGENT WITH MORTGAGES WITH RESPECT TO SUCH OWNED REAL
PROPERTY WITHIN THIRTY (30)
98
DAYS OF THE ACQUISITION OF, OR, IF REQUESTED BY THE ADMINISTRATIVE AGENT, ENTRY
INTO, OR RENEWAL OF, A GROUND LEASE IN RESPECT OF, SUCH REAL PROPERTY IN EACH
CASE TOGETHER WITH:
(I)
EVIDENCE THAT COUNTERPARTS OF THE MORTGAGES HAVE BEEN DULY EXECUTED,
ACKNOWLEDGED AND DELIVERED AND ARE IN FORM SUITABLE FOR FILING OR RECORDING IN
ALL FILING OR RECORDING OFFICES THAT THE ADMINISTRATIVE AGENT MAY DEEM
REASONABLY NECESSARY OR DESIRABLE IN ORDER TO CREATE A VALID AND SUBSISTING
PERFECTED LIEN ON THE PROPERTY AND/OR RIGHTS DESCRIBED THEREIN IN FAVOR OF THE
ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT (AS APPROPRIATE) FOR THE BENEFIT OF
THE SECURED PARTIES AND THAT ALL FILING AND RECORDING TAXES AND FEES HAVE BEEN
PAID OR OTHERWISE PROVIDED FOR IN A MANNER REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT;
(II)
FULLY PAID AMERICAN LAND TITLE ASSOCIATION LENDER'S EXTENDED COVERAGE
TITLE INSURANCE POLICIES OR THE EQUIVALENT OR OTHER FORM AVAILABLE IN EACH
APPLICABLE JURISDICTION (THE "MORTGAGE POLICIES") IN FORM AND SUBSTANCE, WITH
ENDORSEMENTS AND IN AMOUNT, REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT
(NOT TO EXCEED THE VALUE OF THE REAL PROPERTIES COVERED THEREBY), ISSUED,
COINSURED AND REINSURED BY TITLE INSURERS REASONABLY ACCEPTABLE TO THE
ADMINISTRATIVE AGENT, INSURING THE MORTGAGES TO BE VALID SUBSISTING LIENS ON THE
PROPERTY DESCRIBED THEREIN, FREE AND CLEAR OF ALL DEFECTS AND ENCUMBRANCES,
SUBJECT TO LIENS PERMITTED BY SECTION 7.01, AND PROVIDING FOR SUCH OTHER
AFFIRMATIVE INSURANCE (INCLUDING ENDORSEMENTS FOR FUTURE ADVANCES UNDER THE LOAN
DOCUMENTS) AND SUCH COINSURANCE AND DIRECT ACCESS REINSURANCE AS THE
ADMINISTRATIVE AGENT MAY REASONABLY REQUEST;
(III)
OPINIONS OF LOCAL COUNSEL FOR THE LOAN PARTIES IN STATES