THE EXTENT
NECESSARY FOR THE THEN CURRENT STAGE OF THE DEVELOPMENT OF THE PROJECT, ALL
APPLICABLE APPEAL PERIODS SHALL HAVE EXPIRED AND EACH OF THE FOREGOING SHALL BE
IN FULL FORCE AND EFFECT AND IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
THE AGENT.
SUCH APPROVALS AND CONSENTS SHALL BE SATISFACTORY TO AGENT IN ITS
SOLE AND ABSOLUTE DISCRETION AND SHALL INCLUDE, WITHOUT LIMITATION, THE EXECUTED
CONSENTS AND ESTOPPELS AS SET FORTH ON SCHEDULE 3.1D ANNEXED HERETO AND EXECUTED
CONSENTS FROM ANY PERSON REQUIRED IN CONNECTION WITH THE COLLATERAL DOCUMENTS.
E.
PERFECTION OF SECURITY INTERESTS.
THE BORROWER SHALL HAVE TAKEN
OR CAUSED TO BE TAKEN SUCH ACTIONS IN SUCH A MANNER DIRECTED BY THE AGENT TO
CREATE A VALID AND PERFECTED FIRST PRIORITY SECURITY INTEREST IN THE COLLATERAL
OF EACH LOAN PARTY IN WHICH A SECURITY INTEREST CAN BE GRANTED AND PERFECTED
UNDER THE UCC (TO THE EXTENT APPLICABLE) OR OTHER APPLICABLE LAW TO THE EXTENT
REQUIRED BY THE COLLATERAL DOCUMENTS.
SUCH ACTIONS SHALL INCLUDE:
(I) THE
DELIVERY TO THE AGENT OF (A) THE RESULTS OF A RECENT SEARCH, BY A PERSON
SATISFACTORY TO THE AGENT, OF ALL EFFECTIVE UCC FINANCING STATEMENTS AND FIXTURE
FILINGS AND ALL JUDGMENT AND TAX LIEN FILINGS WHICH MAY HAVE BEEN MADE WITH
RESPECT TO ANY PERSONAL OR MIXED PROPERTY OF ANY LOAN PARTY, TOGETHER WITH
COPIES OF ALL SUCH FILINGS DISCLOSED BY SUCH SEARCH AND (B) UCC FINANCING
STATEMENTS THE RECORDATION OF WHICH HAS BEEN AUTHORIZED BY THE APPLICABLE LOAN
PARTIES AS TO ALL SUCH COLLATERAL GRANTED BY SUCH LOAN PARTIES FOR ALL
JURISDICTIONS AS MAY BE NECESSARY OR DESIRABLE TO PERFECT AGENT'S SECURITY
INTEREST IN SUCH COLLATERAL; AND (II) THE DELIVERY TO THE AGENT OF EVIDENCE
REASONABLY SATISFACTORY TO THE AGENT THAT ALL OTHER FILINGS (INCLUDING UCC
TERMINATION STATEMENTS AND
42
RELEASES AND FILINGS WITH THE PTO AND THE UNITED STATES COPYRIGHT OFFICE WITH
RESPECT TO INTELLECTUAL PROPERTY OF THE LOAN PARTIES), RECORDINGS AND OTHER
ACTIONS THE AGENT DEEMS NECESSARY OR ADVISABLE TO ESTABLISH, PRESERVE AND
PERFECT THE FIRST PRIORITY LIENS GRANTED TO THE AGENT IN CONSTITUTING PERSONAL
(BOTH TANGIBLE AND INTANGIBLE) AND MIXED PROPERTY SHALL HAVE BEEN MADE.
F.
REAL PROPERTY.
THE AGENT SHALL HAVE RECEIVED ON OR PRIOR TO THE
CLOSING DATE FROM THE BORROWER AND EACH APPLICABLE LOAN PARTY:
(I)
MORTGAGES.
FULLY EXECUTED AND NOTARIZED MORTGAGES, TOGETHER WITH
ANY MODIFICATIONS THERETO DEEMED NECESSARY BY THE AGENT IN CONNECTION WITH THE
EXECUTION AND DELIVERY OF THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, IN PROPER FORM FOR RECORDING,
REGISTERING, OR OTHER FORM OF INDEXING IN THE APPROPRIATE REAL PROPERTY RECORDS
OF THE COMMONWEALTH OF THE BAHAMAS ENCUMBERING THE REAL PROPERTY COLLATERAL
LISTED ON SCHEDULE 3.1.F, IN EACH CASE IN FORM AND SUBSTANCE SATISFACTORY TO THE
AGENT;
(II)
TITLE INSURANCE.
BINDING COMMITMENTS FROM THE TITLE COMPANY TO
ISSUE MORTGAGEE TITLE INSURANCE POLICIES IN A FORM CUSTOMARILY EMPLOYED FOR
COMMERCIAL REAL ESTATE TRANSACTIONS IN THE BAHAMAS AND OTHERWISE REASONABLY
SATISFACTORY TO AGENT (THE "MORTGAGEE POLICIES") WITH RESPECT TO