FOR CONTINENTAL GAS, INC. AND DATED JANUARY 2005,
AND SHALL, OR SHALL CAUSE ITS APPLICABLE SUBSIDIARY TO, DILIGENTLY PURSUE, THE
COMPLETION OF SUCH REMEDIATION.
SECTION 5.12.
Further Assurances.
(a) The Borrower will cause
each Loan Party, at its own cost and expense, to promptly (i) correct any
material defect or error that may be discovered in any Loan Document or in the
execution, acknowledgment, filing or recordation thereof 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 the Administrative Agent may reasonably require from time to time in
order to carry out more effectively the purposes of the Loan Documents.
(B)
THE BORROWER AGREES TO PROMPTLY (AND IN ANY
EVENT WITHIN FIFTEEN (15) DAYS AFTER REQUEST THEREFOR) DELIVER AND TO CAUSE ITS
SUBSIDIARIES TO DELIVER, TO FURTHER SECURE THE OBLIGATIONS WHENEVER REASONABLY
REQUESTED BY THE ADMINISTRATIVE AGENT IN GOOD FAITH, DEEDS OF TRUST, MORTGAGES,
CHATTEL MORTGAGES, SECURITY AGREEMENTS, PLEDGE AGREEMENTS, FINANCING STATEMENTS,
CONTINUATION STATEMENTS, EXTENSION AGREEMENTS AND OPINIONS OR OTHER EVIDENCE OR
OTHER SIMILAR AGREEMENTS OR INSTRUMENTS, SUBSTANTIALLY SIMILAR TO THE SECURITY
DOCUMENTS DELIVERED PURSUANT TO ARTICLE IV OR OTHERWISE IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT FOR THE PURPOSE OF GRANTING,
CONFIRMING, PERFECTING AND MAINTAINING FIRST AND PRIOR LIENS OR SECURITY
INTERESTS IN ANY AND ALL REAL OR PERSONAL PROPERTY WHICH (I) IS AT SUCH TIME
COLLATERAL OR WHICH WAS INTENDED TO BE OR PURPORTED TO BE COLLATERAL PURSUANT TO
ANY LOAN DOCUMENT AND NOT THEN RELEASED BY THE ADMINISTRATIVE AGENT; OR
(II) CONSTITUTES REAL OR PERSONAL PROPERTY OF ANY LOAN PARTY, WHICH IS REQUESTED
BY THE ADMINISTRATIVE AGENT TO BE MORTGAGED, PLEDGED OR OTHERWISE USED AS
SECURITY FOR THE OBLIGATIONS. THE BORROWER ALSO AGREES TO DELIVER, AND TO CAUSE
ITS SUBSIDIARIES TO DELIVER, WHENEVER REQUESTED BY THE ADMINISTRATIVE AGENT IN
GOOD FAITH, PROMPTLY BUT IN NO EVENT LATER THAN NINETY (90) DAYS AFTER REQUEST
THEREFOR, ADDITIONAL FAVORABLE TITLE OPINIONS (IN ADDITION TO ANY TITLE OPINIONS
PREVIOUSLY DELIVERED TO THE ADMINISTRATIVE AGENT) FROM LEGAL COUNSEL REASONABLY
ACCEPTABLE TO THE ADMINISTRATIVE AGENT IN GOOD FAITH, OR FAVORABLE TITLE
INSURANCE POLICIES FROM INSURERS ACCEPTABLE TO THE ADMINISTRATIVE
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AGENT IN GOOD FAITH, WITH RESPECT TO ANY MATERIAL COLLATERAL (WITH THE
DETERMINATION AS TO MATERIALITY BEING MADE BY THE ADMINISTRATIVE AGENT IN ITS
REASONABLE DISCRETION), AS TO WHICH THE ADMINISTRATIVE AGENT IN GOOD FAITH
BELIEVES THAT THE RECORD OWNERSHIP OF SUCH COLLATERAL, OR THE STATUS OF LIENS
SECURING THE OBLIGATIONS, IS IN QUESTION, AND (A) STATING THAT THE BORROWER HAS
GOOD AND MARKETABLE TITLE TO SUCH PROPERTIES AND INTEREST, FREE AND CLEAR OF ALL
LIENS, EXCEPT FOR LIENS PERMITTED PURSUANT TO SECTION 6.02; (B) CONFIRMING THAT
SUCH PROPERTIES AND INTEREST ARE SUBJECT TO SECURITY DOCUMENTS SECURING
OBLIGATIONS THAT CONSTITUTE AND CREATE LEGAL, VALID AND DULY PERFECTED FIRST
PRIORITY DEED OF TRUST OR MORTGAGE LIENS IN SUCH PROPERTIES AND INTERESTS AND
FIRST PRIORITY ASSIGNMENTS OF AND SECURITY INTERESTS IN SUCH PROPERTIES AND
INTERESTS