DOCUMENTS AND CONSTITUTING ENCUMBRANCES ON ALL SUCH PROPERTIES,
(IV)
WITHIN 30 DAYS AFTER SUCH ACQUISITION, CAUSE THE APPLICABLE LOAN
PARTY TO TAKE WHATEVER ACTION (INCLUDING THE FILING OF UNIFORM COMMERCIAL CODE
FINANCING STATEMENTS AND THE GIVING OF NOTICES) MAY BE REASONABLY NECESSARY OR
ADVISABLE IN THE REASONABLE OPINION OF THE ADMINISTRATIVE AGENT TO VEST IN THE
ADMINISTRATIVE AGENT (OR IN ANY REPRESENTATIVE OF THE ADMINISTRATIVE AGENT
DESIGNATED BY IT) VALID AND SUBSISTING ENCUMBRANCES ON THE PROPERTIES PURPORTED
TO BE SUBJECT TO THE SECURITY AGREEMENT AND THE OTHER SECURITY AGREEMENTS AND
PLEDGE AGREEMENTS DELIVERED PURSUANT TO THIS SECTION 6.12(B), ENFORCEABLE
AGAINST ALL THIRD PARTIES IN ACCORDANCE WITH THEIR TERMS, AND
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(V)
IF THE ACQUIRED PROPERTY IS A FEE PROPERTY, WITHIN 45 DAYS AFTER
SUCH ACQUISITION, CAUSE THE APPLICABLE LOAN PARTY TO COMPLY WITH THE
REQUIREMENTS OF SECTIONS 4.1(A)(IV), (V), (XI) AND (XVIII) WITH RESPECT THERETO;
AND
(VI)
WITHIN 60 DAYS AFTER SUCH ACQUISITION, DELIVER TO THE
ADMINISTRATIVE AGENT, UPON THE REQUEST OF THE ADMINISTRATIVE AGENT IN ITS SOLE
DISCRETION, A SIGNED COPY OF ONE OR MORE OPINIONS, IN FORM AND SUBSTANCE
REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT, ADDRESSED TO THE
ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, OF COUNSEL FOR THE LOAN
PARTIES REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT AS TO THE MATTERS
CONTAINED IN CLAUSES (III) AND (IV) ABOVE AND AS TO SUCH OTHER MATTERS SET FORTH
ON EXHIBIT I ATTACHED HERETO AS THE ADMINISTRATIVE AGENT MAY REASONABLY REQUEST.
(C)
AT ANY TIME UPON REQUEST OF THE ADMINISTRATIVE AGENT, THE
BORROWERS SHALL PROMPTLY EXECUTE AND DELIVER ANY AND ALL FURTHER INSTRUMENTS AND
DOCUMENTS AND TAKE ALL SUCH OTHER ACTION AS THE ADMINISTRATIVE AGENT MAY
REASONABLY DEEM NECESSARY OR DESIRABLE IN OBTAINING THE FULL BENEFITS OF, OR (AS
APPLICABLE) IN PERFECTING AND PRESERVING THE ENCUMBRANCES OF, THE SECURITY
DOCUMENTS.
6.13
INTEREST RATE PROTECTION.
THE BORROWERS SHALL OBTAIN ON OR BEFORE
THE TENTH (10) BUSINESS DAY AFTER THE CLOSING DATE, AND MAINTAIN IN EFFECT AT
ALL TIMES UNTIL THE THIRD ANNIVERSARY OF THE CLOSING DATE, SWAP AGREEMENTS
BETWEEN THEMSELVES AND A SWAP BANK WITH RESPECT TO NOT LESS THAN FIFTY PERCENT
(50.00%) OF THE TERM LOANS OUTSTANDING UNDER THE TERM FACILITY.
6.14
CASH ACCOUNTS.
AS PROMPTLY AS REASONABLY PRACTICABLE AFTER THE
CLOSING DATE THE BORROWERS WILL ESTABLISH AND MAINTAIN, AND CAUSE EACH OF THE
OTHER LOAN PARTIES TO MAINTAIN, THEIR PRIMARY DEPOSITORY AND DISBURSEMENT
ACCOUNTS AND THEIR TREASURY MANAGEMENT RELATIONSHIPS WITH WELLS FARGO PURSUANT
TO A SECURED CASH MANAGEMENT AGREEMENT, EXCEPT FOR SECONDARY DEPOSITORY ACCOUNTS
WITH ANOTHER COMMERCIAL BANK LOCATED IN THE UNITED STATES THAT HAS ENTERED INTO
A DEPOSIT ACCOUNT CONTROL AGREEMENT IN FORM REASONABLY ACCEPTABLE TO THE
ADMINISTRATIVE AGENT.
6.15
POST-CLOSING DELIVERIES.
BECAUSE OF THE SHORT PERIOD OF TIME
BETWEEN THE ISSUANCE OF THE FINAL ORDER OF THE BANKRUPTCY COURT APPROVING THE
ACQUISITION AND THE DATE MANDATED BY THE BANKRUPTCY COURT THAT THE ACQUISITION
SHALL CLOSE, THE BORROWERS REPRESENT, AND THE ADMINISTRATIVE AGENT ACKNOWLEDGES,
THAT THE BORROWERS CANNOT DELIVER BY THE CLOSING DATE (A) THE FEE PROPERTY
SECURITY