Common use of Preservation of Title; Acquisition of Additional Property Clause in Contracts

Preservation of Title; Acquisition of Additional Property. (i) The Borrower shall preserve and maintain (A) good, marketable and insurable 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 and at the Administrative Agent’s request, 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 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 such environmental site assessment report(s) shall be in form and substance reasonably satisfactory to the Administrative Agent and shall not identify any material liability associated with the condition of such real property.

Preservation of Title; Acquisition of Additional Property. (i) The Borrower Borrowers shall preserve and maintain (A) good, marketable and insurable fee interest in each Site (excluding the Site Leased Premises) and valid easement interest in to its easement interest in each Site (excluding the Site Leased Premises), (B) a good, legal and valid leasehold interest in the Leased Premises, and (BC) 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 any Borrower shall at any time acquires acquire any real property or leasehold or other interest in real property (including, to the extent reasonably requested by the Administrative Agent, with respect to including any material easement or right-of-way not covered by the any Mortgage), the such Borrower shall, shall promptly upon such acquisition and at the Administrative Agent’s requestacquisition, execute, deliver and record a supplement to the relevant Mortgage, reasonably satisfactory in form and substance to the Administrative AgentRequired Lenders, subjecting such real property or leasehold or other interest to the Lien and security interest created by the such Mortgage. If reasonably requested by the Administrative Agent and available on commercially reasonable termsor any Lender, the Borrower Borrowers shall obtain an appropriate endorsement or supplement to to, as applicable, 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 Borrowers shall deliver to the Administrative Agent an environmental site assessment report(sEnvironmental Site Assessment Report(s) with respect to such real property (if, in the reasonable determination of the Administrative Agent, acting in consultation with the Independent Engineer, such environmental site assessment report(sEnvironmental Site Assessment Report(s) with respect to such real property interests is warranted), in each case 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 such environmental site assessment report(s) report shall be in form and substance reasonably satisfactory to the Administrative Agent and shall not identify any material liability associated with the condition of such real propertyRequired Lenders.

Preservation of Title; Acquisition of Additional Property. (i) The provisions of this Section 7.01(m)(i) shall apply to Pacific Holding and to each other Borrower with respect to whose Plant a Funding has been made or is being requested. On and after the date of the initial Funding Notice (other than the Funding Notice requesting the Tranche B Escrow Disbursement), and subject to Section 7.02(f)(vii) (Negative Covenants - Asset Dispositions) with respect to the Storage Facilities, the Borrowers shall preserve and maintain (A) good, marketable and insurable fee interest in each Site (excluding the Site Leased Premises) and valid easement interest in to its easement interest in each Site (excluding the Site Leased Premises), (B) a good, legal and valid leasehold interest in the Leased Premises, and (BC) 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 any Borrower shall at any time acquires acquire 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 any Mortgage), the such Borrower shall, shall promptly upon such acquisition and at the Administrative Agent’s requestacquisition, execute, deliver and record a supplement to the relevant 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 such Mortgage. If reasonably requested by the Administrative Agent and available on commercially reasonable termsAgent, the Borrower Borrowers shall obtain an appropriate endorsement or supplement to to, as applicable, 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 Borrowers shall deliver to the Administrative Agent an environmental site assessment report(sEnvironmental Site Assessment Report(s) with respect to such real property (if, in the reasonable determination of the Administrative Agent, acting in consultation with the Independent Engineer, such environmental site assessment report(sEnvironmental Site Assessment Report(s) with respect to such real property interests is warranted), in each case 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 PartiesLenders). Each such environmental site assessment report(s) report shall be in form and substance reasonably satisfactory to the Administrative Agent and shall not identify any material liability associated with the condition of such real propertyAgent.

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 to 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 and at the Administrative Agent’s requestacquisition, 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(sEnvironmental Site Assessment Report(s) with respect to such real property (if, in the reasonable determination of the Administrative Agent, acting in consultation with the Independent Engineer, such environmental site assessment report(sEnvironmental 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 such environmental site assessment report(sEnvironmental Site Assessment Report(s) shall be in form and substance reasonably satisfactory to the Administrative Agent and shall not identify any material liability associated with the condition of such real property.

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 and at the Administrative Agent’s requestacquisition, 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(sEnvironmental Site Assessment Report(s) with respect to such real property (if, in the reasonable determination of the Administrative Agent, acting in consultation with the Independent Engineer, such environmental site assessment report(sEnvironmental 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 such environmental site assessment report(sEnvironmental Site Assessment Report(s) shall be in form and substance reasonably satisfactory to the Administrative Agent and shall not identify any material liability associated with the condition of such real property.

Preservation of Title; Acquisition of Additional Property. (i) The Borrower shall preserve and maintain (A) good, marketable and insurable fee interest in the Site Sites (except for the Leased Premises) and valid easement interest in to its easement interest in the Site Sites, (B) good and valid leasehold interest in the Leased Premises and (BC) 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 MortgageMortgages), the Borrower shall, promptly upon such acquisition and at the Administrative Agent’s requestacquisition, execute, deliver and record a supplement to the MortgageMortgage relating to the Plant(s) with respect to which such real property or leasehold or other interest in real property relates, 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 such Mortgage. If reasonably requested by the Administrative Agent and available on commercially reasonable termsAgent, the Borrower shall obtain an appropriate endorsement or supplement to the any 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(sEnvironmental Site Assessment Report(s) with respect to such real property (if, in the reasonable determination of the Administrative Agent, acting in consultation with the Independent Engineer, such environmental site assessment report(sEnvironmental 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 such environmental site assessment report(sEnvironmental Site Assessment Report(s) shall be in form and substance reasonably satisfactory to the Administrative Agent and shall not identify any material liability associated with the condition of such real property. (iii) If the Borrower owns or acquires any land (leasehold, fee or easement) not shown on any then-current Survey, the Borrower shall provide the Administrative Agent a Survey, in form and substance satisfactory to the Administrative Agent, covering such land. (iv) Within forty-five (45) days after the Effective Date, the Administrative Agent shall have received a Title Continuation to each Title Insurance Policy, which endorsement shall have the effect of removing all survey exceptions that have arisen since the previous Title Continuations were issued to the Administrative Agent on March 31, 2008, other than any such specific survey exceptions which do not materially and adversely affect the operation of the Project, as may be reasonably determined by the Administrative Agent.

Preservation of Title; Acquisition of Additional Property. (i) The Borrower shall preserve and maintain (A) good, marketable and insurable fee interest in the Site Sites (except for the Leased Premises) and valid easement interest in to its easement interest in the Site Sites, (B) good and valid leasehold interest in the Leased Premises and (BC) 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 AgentBond Trustee, with respect to any material easement or right-of-way not covered by the MortgageSubordinate Mortgages), the Borrower shall, promptly upon such acquisition and at the Administrative Agent’s requestacquisition, execute, deliver and record a supplement to the applicable Subordinate Mortgage, reasonably satisfactory in form and substance to the Administrative AgentBond Trustee, subjecting such real property or leasehold or other interest to the Lien and security interest created by the such Subordinate Mortgage. If required by the Senior Lenders with respect to the Senior Credit Facilities or if reasonably requested by the Administrative Agent and available on commercially reasonable termsBond Trustee, the Borrower shall obtain an appropriate endorsement or supplement to the any Title Insurance Policy insuring the Lien of the Security Bond Collateral Documents in such additional property, subject only to Permitted Liens. (ii) Prior If required by the Senior Lenders with respect to the Senior Credit Facilities or if reasonably requested by the Bond Trustee 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 Bond Trustee an environmental site assessment report(sEnvironmental Site Assessment Report(s) with respect to such real property (if, in the reasonable determination of the Administrative Agent, acting in consultation with the Independent Engineer, such environmental site assessment report(s) with respect to such real property interests is warranted)property, 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 PartiesBond Trustee). Each such environmental site assessment report(sEnvironmental Site Assessment Report(s) shall be in form and substance reasonably satisfactory to the Administrative Agent and shall not identify any material liability associated with the condition of such real property.

Preservation of Title; Acquisition of Additional Property. (i) The Borrower shall preserve and maintain (A) good, marketable and insurable fee interest in the Site Sites (except for the Leased Premises) and valid easement interest in to its easement interest in the Site Sites, (B) good and valid leasehold interest in the Leased Premises and (BC) 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 MortgageMortgages), the Borrower shall, promptly upon such acquisition and at the Administrative Agent’s requestacquisition, execute, deliver and record a supplement to the MortgageMortgage relating to the Plant(s) with respect to which such real property or leasehold or other interest in real property relates, 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 such Mortgage. If reasonably requested by the Administrative Agent and available on commercially reasonable termsAgent, the Borrower shall obtain an appropriate endorsement or supplement to the any 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(sEnvironmental Site Assessment Report(s) with respect to such real property (if, in the reasonable determination of the Administrative Agent, acting in consultation with the Independent Engineer, such environmental site assessment report(sEnvironmental 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 such environmental site assessment report(sEnvironmental Site Assessment Report(s) shall be in form and substance reasonably satisfactory to the Administrative Agent and shall not identify any material liability associated with the condition of such real property.