NO LATER THAN 45 DAYS FOLLOWING THE EFFECTIVE DATE (OR
SUCH LATER DATE AS THE ADMINISTRATIVE AGENT MAY REASONABLY DETERMINE), DULY
EXECUTED MORTGAGES SUITABLE FOR RECORDING WITH RESPECT TO ALL MATERIAL REAL
PROPERTY AND SUCH OTHER DOCUMENTS, INCLUDING A POLICY OR POLICIES OF TITLE
INSURANCE ISSUED BY A NATIONALLY RECOGNIZED TITLE INSURANCE COMPANY, TOGETHER
WITH SUCH ENDORSEMENTS, COINSURANCE AND REINSURANCE AS MAY BE REASONABLY
REQUESTED BY THE ADMINISTRATIVE AGENT, INSURING THE MORTGAGES AS VALID FIRST
LIENS ON SUCH REAL PROPERTY, FREE OF LIENS OTHER THAN THOSE PERMITTED UNDER
SECTION 5.02(A), TOGETHER WITH SUCH SURVEYS, ABSTRACTS, APPRAISALS AND LEGAL
OPINIONS REQUIRED TO BE FURNISHED PURSUANT TO THE TERMS OF THE MORTGAGES OR AS
REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT.
(M)
ADDITIONAL GUARANTORS.
CAUSE EACH SUBSIDIARY
THAT HEREAFTER BECOMES PARTY TO A CASE TO EXECUTE A GUARANTY SUPPLEMENT WITHIN
10 DAYS OF BECOMING PARTY THERETO; PROVIDED, HOWEVER, THAT NOTWITHSTANDING THE
FOREGOING, NO SUBSIDIARY WILL BE REQUIRED TO BECOME OR REMAIN A GUARANTOR OR
PROVIDE OR MAINTAIN A LIEN ON ANY OF ITS ASSETS AS SECURITY FOR ANY OF THE
OBLIGATIONS (A) IF SUCH SUBSIDIARY IS NOT A WHOLLY-OWNED SUBSIDIARY; OR (B) TO
THE EXTENT DOING SO WOULD (1) RESULT IN ANY MATERIAL ADVERSE TAX CONSEQUENCES OR
(2) BE PROHIBITED BY ANY APPLICABLE LAW.
78
(N)
FURTHER ASSURANCES.
(I)
PROMPTLY UPON REQUEST BY ANY AGENT, OR
ANY LENDER PARTY THROUGH THE ADMINISTRATIVE AGENT, CORRECT, AND CAUSE EACH OF
ITS SUBSIDIARIES PROMPTLY TO CORRECT, ANY MATERIAL DEFECT OR ERROR THAT MAY BE
DISCOVERED IN ANY LOAN DOCUMENT OR IN THE EXECUTION, ACKNOWLEDGMENT, FILING OR
RECORDATION THEREOF.
(II)
PROMPTLY UPON REQUEST BY ANY AGENT, OR ANY
LENDER PARTY THROUGH THE ADMINISTRATIVE AGENT, EXCEPT WITH RESPECT TO REAL
PROPERTIES THAT ARE NOT MATERIAL REAL PROPERTIES, DO, EXECUTE, ACKNOWLEDGE,
DELIVER, RECORD, RE-RECORD, FILE, RE-FILE, REGISTER AND RE-REGISTER ANY AND ALL
SUCH FURTHER ACTS, DEEDS, CONVEYANCES, PLEDGE AGREEMENTS, MORTGAGES, DEEDS OF
TRUST, TRUST DEEDS, ASSIGNMENTS, FINANCING STATEMENTS AND CONTINUATIONS THEREOF,
TERMINATION STATEMENTS, NOTICES OF ASSIGNMENT, TRANSFERS, CERTIFICATES,
ASSURANCES AND OTHER INSTRUMENTS AS ANY AGENT, OR ANY LENDER PARTY THROUGH THE
ADMINISTRATIVE AGENT, MAY REASONABLY REQUIRE FROM TIME TO TIME IN ORDER TO
(A) CARRY OUT MORE EFFECTIVELY THE PURPOSES OF THE LOAN DOCUMENTS, (B) TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SUBJECT ANY LOAN PARTY'S PROPERTIES,
ASSETS, RIGHTS OR INTERESTS TO THE LIENS NOW OR HEREAFTER REQUIRED TO BE COVERED
BY ANY OF THE COLLATERAL DOCUMENTS, (C) PERFECT AND MAINTAIN THE VALIDITY,
EFFECTIVENESS AND PRIORITY OF ANY OF THE COLLATERAL DOCUMENTS AND ANY OF THE
LIENS REQUIRED TO BE CREATED THEREUNDER AND (D) ASSURE, CONVEY, GRANT, ASSIGN,
TRANSFER, PRESERVE, PROTECT AND CONFIRM MORE EFFECTIVELY UNTO THE SECURED
PARTIES THE RIGHTS GRANTED OR NOW OR HEREAFTER INTENDED TO BE GRANTED TO THE
SECURED PARTIES UNDER ANY LOAN DOCUMENT OR UNDER ANY OTHER INSTRUMENT EXECUTED
IN CONNECTION WITH ANY LOAN DOCUMENT TO WHICH ANY LOAN PARTY OR ANY OF ITS
SUBSIDIARIES IS OR IS TO BE A PARTY, AND CAUSE EACH OF ITS SUBSIDIARIES TO DO
SO.
(III)