DISCRETION AND
REMEDIES UNDER EACH PROJECT DOCUMENT, IF ANY, IN ACCORDANCE WITH ITS TERMS AND
IN A MANNER CONSISTENT WITH (AND SUBJECT TO) THE BORROWER'S OBLIGATIONS UNDER
THE FINANCING DOCUMENTS.
(II)
PROMPTLY UPON EXECUTION OF ANY ADDITIONAL PROJECT
DOCUMENT BY THE BORROWER, THE BORROWER SHALL DELIVER TO THE ADMINISTRATIVE AGENT
A CERTIFIED COPY OF SUCH PROJECT DOCUMENT AND, IF REASONABLY REQUESTED BY THE
ADMINISTRATIVE AGENT, ANY ANCILLARY DOCUMENTS RELATED THERETO.
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(III)
IF ANY PROJECT DOCUMENT PROVIDES THAT SUCH PROJECT
DOCUMENT WILL EXPIRE PRIOR TO THE FINAL MATURITY DATE, THEN, ON OR PRIOR TO THE
DATE THAT IS NINETY (90) DAYS (OR SUCH SHORTER PERIOD AS SHALL BE SATISFACTORY
TO THE ADMINISTRATIVE AGENT) PRIOR TO THE EXPIRATION DATE OF SUCH PROJECT
DOCUMENT, THE BORROWER SHALL ENTER INTO AN AGREEMENT REPLACING SUCH PROJECT
DOCUMENT, IN FORM AND SUBSTANCE, AND WITH A COUNTERPARTY, REASONABLY
SATISFACTORY TO THE REQUIRED LENDERS, UNLESS THE ADMINISTRATIVE AGENT REASONABLY
AGREES THAT SUCH PROJECT DOCUMENT IS NO LONGER REQUIRED FOR THE PROJECT;
PROVIDED, THAT THE BORROWER MAY ENTER INTO AN AGREEMENT WITH CONAGRA TRADE
GROUP, INC. REPLACING THE FEEDSTOCK AGREEMENT, WITH SUBSTANTIALLY SIMILAR TERMS
TO THE CONAGRA FEEDSTOCK UNDERTAKING, AND OTHERWISE REASONABLY SATISFACTORY TO
THE ADMINISTRATIVE AGENT.
(M)
PRESERVATION OF TITLE; ACQUISITION OF
ADDITIONAL PROPERTY.
(I)
THE BORROWER SHALL PRESERVE AND MAINTAIN
(A) GOOD, MARKETABLE AND INSURABLE FEE INTEREST IN THE SITE AND VALID EASEMENT
INTEREST IN ITS EASEMENT INTEREST IN THE SITE AND (B) GOOD, LEGAL AND VALID
TITLE TO ALL OF ITS OTHER RESPECTIVE MATERIAL PROPERTIES AND ASSETS, IN EACH
CASE FREE AND CLEAR OF ALL LIENS OTHER THAN PERMITTED LIENS. IF THE BORROWER AT
ANY TIME ACQUIRES ANY REAL PROPERTY OR LEASEHOLD OR OTHER INTEREST IN REAL
PROPERTY (INCLUDING, TO THE EXTENT REASONABLY REQUESTED BY THE ADMINISTRATIVE
AGENT, WITH RESPECT TO ANY MATERIAL EASEMENT OR RIGHT-OF-WAY NOT COVERED BY THE
MORTGAGE), THE BORROWER SHALL, PROMPTLY UPON SUCH ACQUISITION, EXECUTE, DELIVER
AND RECORD A SUPPLEMENT TO THE MORTGAGE, REASONABLY SATISFACTORY IN FORM AND
SUBSTANCE TO THE ADMINISTRATIVE AGENT, SUBJECTING SUCH REAL PROPERTY OR
LEASEHOLD OR OTHER INTEREST TO THE LIEN AND SECURITY INTEREST CREATED BY THE
MORTGAGE. IF REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT AND AVAILABLE ON
COMMERCIALLY REASONABLE TERMS, THE BORROWER SHALL OBTAIN AN APPROPRIATE
ENDORSEMENT OR SUPPLEMENT TO THE TITLE INSURANCE POLICY INSURING THE LIEN OF THE
SECURITY DOCUMENTS IN SUCH ADDITIONAL PROPERTY, SUBJECT ONLY TO PERMITTED LIENS.
(II)
PRIOR TO THE ACQUISITION OR LEASE OF ANY SUCH
ADDITIONAL REAL PROPERTY INTERESTS (OTHER THAN EASEMENTS THAT DO NOT INVOLVE
SOIL DISTURBANCE), THE BORROWER SHALL DELIVER TO THE ADMINISTRATIVE AGENT AN
ENVIRONMENTAL SITE ASSESSMENT REPORT(S) WITH RESPECT TO SUCH REAL PROPERTY (IF,
IN THE REASONABLE DETERMINATION OF THE
65
ADMINISTRATIVE AGENT, ACTING IN CONSULTATION WITH THE INDEPENDENT ENGINEER, SUCH
ENVIRONMENTAL SITE ASSESSMENT REPORT(S) WITH RESPECT TO SUCH REAL PROPERTY
INTERESTS IS WARRANTED), IN EACH CASE ALONG WITH A CORRESPONDING RELIANCE LETTER
FROM THE CONSULTANT ISSUING SUCH REPORT(S) (TO THE EXTENT SUCH REPORT(S) DOES
NOT PERMIT RELIANCE THEREON BY THE SENIOR SECURED PARTIES). EACH