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(A)(I)(A) OR 6.11(B), PROVIDE THE ADMINISTRATIVE AGENT WITH
MORTGAGES WITH RESPECT TO SUCH OWNED REAL PROPERTY WITHIN THIRTY (30) DAYS OF
THE ACQUISITION OF SUCH REAL PROPERTY, IN EACH CASE TOGETHER WITH:
96
(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 7.04, 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 IN WHICH SUCH REAL PROPERTIES ARE LOCATED, WITH RESPECT TO THE
ENFORCEABILITY AND PERFECTION OF THE MORTGAGES AND ANY RELATED FIXTURE FILINGS
IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT;
(IV)
TO THE EXTENT REQUIRED BY APPLICABLE LAW,
FLOOD CERTIFICATES COVERING EACH MORTGAGED PROPERTY IN FORM AND SUBSTANCE
REASONABLY ACCEPTABLE TO THE COLLATERAL AGENT, CERTIFIED TO THE COLLATERAL AGENT
IN ITS CAPACITY AS SUCH AND CERTIFYING WHETHER OR NOT EACH SUCH MORTGAGED
PROPERTY IS LOCATED IN A FLOOD