AND OUTSTANDING
EQUITY INTERESTS OF ANY "FIRST TIER" FOREIGN SUBSIDIARY DIRECTLY OWNED BY SUCH
LOAN PARTY BE PLEDGED TO SECURE OBLIGATIONS OF THE BORROWERS, AND IN NO EVENT
SHALL ANY OF THE ISSUED AND OUTSTANDING EQUITY INTERESTS OF ANY FOREIGN
SUBSIDIARY THAT IS NOT A "FIRST TIER" FOREIGN SUBSIDIARY OF A LOAN PARTY BE
PLEDGED TO SECURE OBLIGATIONS OF THE BORROWERS, AND (II) THE COLLATERAL AGENT
SHALL HAVE RECEIVED ALL CERTIFICATES OR OTHER INSTRUMENTS (IF ANY) REPRESENTING
SUCH EQUITY INTERESTS, TOGETHER WITH STOCK POWERS OR OTHER INSTRUMENTS OF
TRANSFER WITH RESPECT THERETO ENDORSED IN BLANK;
(G)
EXCEPT AS OTHERWISE CONTEMPLATED BY ANY SECURITY DOCUMENT, ALL
DOCUMENTS AND INSTRUMENTS, INCLUDING UNIFORM COMMERCIAL CODE FINANCING
STATEMENTS, AND FILINGS WITH THE UNITED STATES COPYRIGHT OFFICE AND THE UNITED
STATES PATENT AND TRADEMARK OFFICE, AND ALL OTHER ACTIONS REQUIRED BY LAW OR
REASONABLY REQUESTED BY THE COLLATERAL AGENT TO BE FILED, REGISTERED OR RECORDED
TO CREATE THE LIENS INTENDED TO BE CREATED BY THE SECURITY DOCUMENTS (IN EACH
CASE, INCLUDING ANY SUPPLEMENTS THERETO) AND PERFECT SUCH LIENS TO THE EXTENT
REQUIRED BY, AND WITH THE PRIORITY REQUIRED BY, THE SECURITY DOCUMENTS, SHALL
HAVE BEEN FILED, REGISTERED OR RECORDED OR DELIVERED TO THE COLLATERAL AGENT FOR
FILING, REGISTRATION OR THE RECORDING CONCURRENTLY WITH, OR PROMPTLY FOLLOWING,
THE EXECUTION AND DELIVERY OF EACH SUCH SECURITY DOCUMENT;
8
(H)
ON THE CLOSING DATE, THE COLLATERAL AGENT SHALL HAVE RECEIVED
(I) COUNTERPARTS OF EACH MORTGAGE TO BE ENTERED INTO WITH RESPECT TO EACH
MORTGAGED PROPERTY SET FORTH ON SCHEDULE 1.01B DULY EXECUTED AND DELIVERED BY
THE RECORD OWNER OF SUCH MORTGAGED PROPERTY AND SUITABLE FOR RECORDING OR FILING
AND (II) SUCH OTHER DOCUMENTS INCLUDING, BUT NOT LIMITED TO, ANY CONSENTS,
AGREEMENTS AND CONFIRMATIONS OF THIRD PARTIES, AS THE COLLATERAL AGENT MAY
REASONABLY REQUEST WITH RESPECT TO ANY SUCH MORTGAGE OR MORTGAGED PROPERTY;
(I)
ON THE CLOSING DATE THE COLLATERAL AGENT SHALL HAVE RECEIVED
(I) A POLICY OR POLICIES OR MARKED-UP UNCONDITIONAL BINDER OF TITLE INSURANCE,
AS APPLICABLE, PAID FOR BY THE BORROWERS, ISSUED BY A NATIONALLY RECOGNIZED
TITLE INSURANCE COMPANY INSURING THE LIEN OF EACH MORTGAGE TO BE ENTERED INTO ON
THE CLOSING DATE AS A VALID FIRST LIEN ON THE MORTGAGED PROPERTY DESCRIBED
THEREIN, FREE OF ANY OTHER LIENS EXCEPT PERMITTED LIENS, TOGETHER WITH SUCH
CUSTOMARY ENDORSEMENTS (INCLUDING ZONING ENDORSEMENTS WHERE REASONABLY
APPROPRIATE AND AVAILABLE), COINSURANCE AND REINSURANCE AS THE COLLATERAL AGENT
MAY REASONABLY REQUEST, AND WITH RESPECT TO ANY SUCH PROPERTY LOCATED IN A STATE
IN WHICH A ZONING ENDORSEMENT IS NOT AVAILABLE, A ZONING COMPLIANCE LETTER FROM
THE APPLICABLE MUNICIPALITY IN A FORM REASONABLY ACCEPTABLE TO THE COLLATERAL
AGENT, AND (II) A SURVEY OF EACH MORTGAGED PROPERTY (INCLUDING ALL IMPROVEMENTS,
EASEMENTS AND OTHER CUSTOMARY MATTERS THEREON REASONABLY REQUIRED BY THE
COLLATERAL AGENT), AS APPLICABLE, FOR WHICH ALL NECESSARY FEES (WHERE
APPLICABLE) HAVE BEEN PAID, WHICH IS (A) DATED (OR REDATED) NOT EARLIER THAN SIX
MONTHS PRIOR TO THE DATE OF DELIVERY THEREOF UNLESS THERE SHALL HAVE OCCURRED
WITHIN SIX MONTHS PRIOR TO SUCH DATE