BUT SUBJECT
TO SECTIONS 6.13(B) AND (C), TO THE EXTENT REASONABLY REQUESTED BY
ADMINISTRATIVE AGENT, THE US BORROWER AGREES TO DELIVER AND TO CAUSE EACH
GUARANTOR TO DELIVER, TO FURTHER SECURE THE OBLIGATIONS AND ANY LENDER SWAP
OBLIGATIONS, DEEDS OF TRUST, MORTGAGES, PLEDGE AGREEMENTS, SECURITY AGREEMENTS,
FINANCING STATEMENTS, CONTINUATION STATEMENTS, EXTENSION AGREEMENTS,
ACKNOWLEDGMENTS, AND OTHER SECURITY DOCUMENTS IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO ADMINISTRATIVE AGENT, IN EACH CASE FOR THE PURPOSE OF GRANTING,
CONFIRMING, PROTECTING AND PERFECTING LIENS OR SECURITY INTERESTS IN ANY AND ALL
ASSETS, REAL, PERSONAL OR MIXED, TANGIBLE OR INTANGIBLE, NOW OWNED OR HEREAFTER
ACQUIRED BY SUCH PERSON, INCLUDING LIENS ON EQUITY INTERESTS IN EACH OTHER
RESTRICTED SUBSIDIARY NOW OWNED OR HEREAFTER ACQUIRED BY ANY SUCH PERSON.
US
BORROWER ALSO AGREES TO DELIVER, WHENEVER REASONABLY REQUESTED BY ADMINISTRATIVE
AGENT, FAVORABLE OPINIONS FROM LEGAL COUNSEL ACCEPTABLE TO ADMINISTRATIVE AGENT
WITH RESPECT TO THE ENFORCEABILITY OF THE LIENS CREATED BY THE SECURITY
DOCUMENTS, IN A FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE
AGENT.
(E)
NOTWITHSTANDING THE OTHER PROVISIONS OF THIS SECTION 6.13,
PACIFIC MARKETING AND TRANSPORTATION LLC SHALL NOT BE REQUIRED TO GRANT LIENS ON
ITS PROPERTY EXISTING ON THE DATE HEREOF AND EXPANSIONS OF, ADDITIONS TO, OR
REPLACEMENTS FOR, SUCH EXISTING PROPERTY OF PACIFIC MARKETING AND TRANSPORTATION
LLC.
(F)
UPON THE SATISFACTION OF THE CONDITIONS FOR RELEASE OF ALL
COLLATERAL PURSUANT TO SECTION 9.10(E), THEN THE US BORROWER AND EACH RESTRICTED
SUBSIDIARY SHALL BE RELEASED FROM THE OBLIGATION TO GRANT, CONFIRM, PROTECT OR
PERFECT LIENS OR SECURITY INTERESTS PURSUANT TO THE
87
PROVISIONS OF THIS SECTION 6.13 (BUT WITHOUT IMPAIRING ANY OBLIGATION IN RESPECT
OF CASH COLLATERALIZED L/C OBLIGATIONS AND BANKERS' ACCEPTANCES FROM TIME TO
TIME).
6.14
Performance on US Borrower's Behalf.
If any Loan Party fails to pay
any taxes, insurance premiums, expenses, attorneys' fees or other amounts it is
required to pay under any Loan Document, the Administrative Agent may pay the
same after notice of such payment by the Administrative Agent is given to the US
Borrower.
The US Borrower shall immediately reimburse the Administrative Agent
for any such payments and each amount paid by the Administrative Agent shall
constitute an Obligation owed hereunder which is due and payable on the date
such amount is paid by the Administrative Agent.
6.15
Environmental Matters; Environmental Reviews.
(A)
COMPLY IN ALL MATERIAL RESPECTS WITH ALL ENVIRONMENTAL LAWS NOW
OR HEREAFTER APPLICABLE TO SUCH LOAN PARTY AS WELL AS ALL CONTRACTUAL
OBLIGATIONS AND AGREEMENTS WITH RESPECT TO ENVIRONMENTAL LIABILITIES AND SHALL
OBTAIN, AT OR PRIOR TO THE TIME REQUIRED BY APPLICABLE ENVIRONMENTAL LAWS, ALL
ENVIRONMENTAL, HEALTH AND SAFETY PERMITS, LICENSES AND OTHER AUTHORIZATIONS
NECESSARY FOR ITS OPERATIONS AND WILL MAINTAIN SUCH AUTHORIZATIONS IN FULL FORCE
AND EFFECT, 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.
EACH LOAN PARTY WILL PROMPTLY PAY
AND DISCHARGE WHEN