BEEN DELIVERED TO THE
INITIAL PURCHASERS:
A COPY OF THE FINANCING STATEMENTS AND SUCH OTHER
INSTRUMENTS AS ARE
NECESSARY TO PERFECT THE LIEN OF, AND THE SECURITY INTERESTS
TO BE CREATED BY, THE SECURITY DOCUMENTS.
(T)
THE INITIAL PURCHASERS SHALL HAVE RECEIVED IN RESPECT OF THE MORTGAGES
DELIVERED PURSUANT TO SECTION 5(S), A MORTGAGEE'S TITLE POLICY OF TITLE
INSURANCE OR MARKED-UP TITLE COMMITMENT FOR SUCH INSURANCE.
SUCH POLICY OR
TITLE COMMITMENT SHALL (I) BE IN AN AMOUNT EQUAL TO THE AMOUNT OF TITLE
INSURANCE COVERAGE PROVIDED TO THE LENDERS IN RESPECT OF THEIR SECURITY INTEREST
IN THE PROPERTIES COVERED BY SUCH MORTGAGES; (II) INSURE THAT THE MORTGAGES
INSURED THEREBY CREATE A VALID SECOND LIEN ON THE PROPERTY COVERED BY SUCH
MORTGAGE, FREE AND CLEAR OF ALL LIENS, DEFECTS AND ENCUMBRANCES OTHER THAN
PERMITTED LIENS; (III) NAME THE COLLATERAL AGENT, FOR THE BENEFIT OF THE HOLDERS
OF THE NOTES, AS THE INSURED THEREUNDER; (IV) BE IN THE FORM OF ALTA LOAN
POLICY-1992; AND (V) CONTAIN SUCH ENDORSEMENTS AND EFFECTIVE COVERAGE AS
CONTAINED IN THE TITLE INSURANCE POLICIES DELIVERED IN CONNECTION WITH THE
CREDIT AGREEMENT.
(U)
ON OR PRIOR TO THE CLOSING DATE, JPMORGAN SHALL HAVE RECEIVED THE RESULTS
OF LIEN SEARCHES, CONDUCTED BY A SEARCH SERVICE REASONABLY SATISFACTORY TO
JPMORGAN, AND JPMORGAN SHALL BE SATISFIED THAT NO LIENS ARE OUTSTANDING ON THE
PROPERTY OR ASSETS OF THE COMPANY AND THE NOTE GUARANTORS, OTHER THAN ANY SUCH
LIENS (I) WHICH CONSTITUTE PERMITTED LIENS OR (II) AS TO WHICH JPMORGAN HAS
RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT EVIDENCING THE TERMINATION
OF SUCH LIENS.
(V)
ON OR PRIOR TO THE CLOSING DATE, A COPY OF EACH OF THE DULY EXECUTED
SECURITY DOCUMENTS SHALL HAVE BEEN DELIVERED TO THE INITIAL PURCHASERS.
(W)
THE INITIAL FUNDING UNDER THE CREDIT AGREEMENT SHALL HAVE BEEN CONSUMMATED
CONTEMPORANEOUSLY WITH THE ISSUANCE OF THE NOTES ON THE TERMS DESCRIBED IN THE
OFFERING MEMORANDUM.
All opinions, letters, evidence and certificates mentioned above or elsewhere in
this Agreement shall be deemed to be in compliance with the provisions hereof
only if they are in form and substance reasonably satisfactory to counsel for
the Initial Purchasers.
6.
TERMINATION.
THE OBLIGATIONS OF THE INITIAL PURCHASERS HEREUNDER MAY BE
TERMINATED BY THE INITIAL PURCHASERS, IN THEIR ABSOLUTE DISCRETION, BY NOTICE
GIVEN TO AND RECEIVED BY THE COMPANY PRIOR TO DELIVERY OF AND PAYMENT FOR THE
NOTES IF, PRIOR TO THAT TIME, ANY OF THE EVENTS DESCRIBED IN SECTION 5(N), (O),
(P) (Q) OR (R) SHALL HAVE OCCURRED AND BE CONTINUING.
7.
DEFAULTING INITIAL PURCHASERS.
(A)
IF, ON THE CLOSING DATE, ANY INITIAL
PURCHASER DEFAULTS IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT,
THE NON-DEFAULTING INITIAL PURCHASER MAY MAKE ARRANGEMENTS FOR THE PURCHASE OF
THE NOTES WHICH SUCH DEFAULTING INITIAL PURCHASER AGREED BUT FAILED TO PURCHASE
BY OTHER PERSONS SATISFACTORY TO THE COMPANY AND THE
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NON-DEFAULTING INITIAL PURCHASER, BUT IF NO SUCH ARRANGEMENTS ARE MADE WITHIN 36
HOURS AFTER SUCH DEFAULT, THIS AGREEMENT SHALL TERMINATE WITHOUT LIABILITY ON
THE PART OF THE NON-DEFAULTING