(TO THE EXTENT A PARTY THERETO).
5
(K)
ON AND AS OF THE CLOSING DATE OR WITHIN A COMMERCIALLY REASONABLE TIME
THEREAFTER:
(I)
EACH SECURITY DOCUMENT, WHEN EXECUTED AND DELIVERED IN ACCORDANCE WITH ITS
TERMS BY EACH OF THE PARTIES THERETO, WILL CONSTITUTE A VALID AND LEGALLY
BINDING OBLIGATION OF THE GRANTOR PARTY THERETO, ENFORCEABLE AGAINST SUCH
GRANTOR IN ACCORDANCE WITH ITS TERMS, EXCEPT TO THE EXTENT THAT SUCH
ENFORCEABILITY MAY BE LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY, FRAUDULENT
CONVEYANCE, REORGANIZATION, MORATORIUM AND OTHER SIMILAR LAWS AFFECTING
CREDITORS' RIGHTS GENERALLY AND BY GENERAL EQUITABLE PRINCIPLES (WHETHER
CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW).
(II)
UPON DELIVERY TO THE CREDIT AGENT OF THE CERTIFICATES OR INSTRUMENTS
REPRESENTING OR EVIDENCING THE PLEDGED SECURITIES (AS DEFINED IN THE PLEDGE
AGREEMENTS) OR OTHER COMMON COLLATERAL IN ACCORDANCE WITH THE PLEDGE AGREEMENTS
(OR IN THE CASE OF CERTIFICATES OR INSTRUMENTS REPRESENTING OR EVIDENCING COMMON
COLLATERAL WHICH ARE THEN IN THE POSSESSION OF THE CREDIT AGENT, UPON THE
EXECUTION AND DELIVERY OF THE INTERCREDITOR AGREEMENT) AND, IN THE CASE OF
COMMON COLLATERAL NOT CONSTITUTING CERTIFICATED SECURITIES OR INSTRUMENTS, THE
FILING OF UNIFORM COMMERCIAL CODE ("UCC") FINANCING STATEMENTS IN THE
APPROPRIATE FILING OFFICE, THE COLLATERAL AGENT WILL OBTAIN A VALID AND
PERFECTED SECOND-PRIORITY LIEN UPON AND SECURITY INTEREST IN ALL RIGHT, TITLE
AND INTEREST OF THE APPLICABLE PLEDGOR IN SUCH PLEDGED SECURITIES AS SECURITY
FOR THE PAYMENT AND PERFORMANCE OF THE OBLIGATIONS (AS DEFINED IN THE
INDENTURE);
(III)
UPON FILING BY THE COLLATERAL AGENT OF (X) (A) FINANCING STATEMENTS, (B)
ANY FILINGS REQUIRED WITH THE UNITED STATES PATENT AND TRADEMARK OFFICE AND (C)
ANY FILINGS REQUIRED WITH THE UNITED STATES COPYRIGHT OFFICE AND (Y) SUCH
SIMILAR FILINGS AS THOSE LISTED IN THE PRECEDING CLAUSE (X) AS REQUIRED UNDER
CANADIAN LAW TO PERFECT THE FIRST PRIORITY OR SECOND PRIORITY SECURITY INTEREST,
AS APPLICABLE, IN THE COMMON COLLATERAL LOCATED IN CANADA, THE SECURITY
INTERESTS GRANTED PURSUANT TO THE SECURITY AGREEMENTS WILL CONSTITUTE VALID,
PERFECTED, FIRST-PRIORITY SECURITY INTERESTS WITH RESPECT TO THE 2004 NOTES
FIRST LIEN COLLATERAL SECURED THEREBY, AND SECOND-PRIORITY SECURITY INTERESTS
WITH RESPECT TO THE SENIOR LENDER FIRST LIEN COLLATERAL SECURED THEREBY, IN EACH
CASE, AS DESCRIBED THEREIN FOR THE RATABLE BENEFIT OF THE SECURED PARTIES.
(IV)
THE MORTGAGES WILL BE EFFECTIVE TO GRANT A LEGAL AND VALID MORTGAGE LIEN
ON ALL OF THE MORTGAGOR'S RIGHT, TITLE AND INTEREST IN EACH OF THE
MORTGAGED
PROPERTIES THEREUNDER.
WHEN THE MORTGAGES ARE DULY RECORDED IN THE PROPER
RECORDERS' OFFICES OR APPROPRIATE PUBLIC RECORDS AND THE MORTGAGE RECORDING FEES
AND TAXES IN RESPECT THEREOF ARE PAID AND COMPLIANCE IS OTHERWISE HAD WITH THE
FORMAL REQUIREMENTS OF STATE OR LOCAL LAW APPLICABLE TO THE RECORDING OF REAL
ESTATE MORTGAGES GENERALLY, EACH SUCH MORTGAGE SHALL CONSTITUTE A VALIDLY
PERFECTED AND ENFORCEABLE FIRST-PRIORITY SECURITY INTEREST IN THE RELATED
MORTGAGED PROPERTY, FOR THE RATABLE BENEFIT OF THE SECURED PARTIES, SUBJECT ONLY
TO THE ENCUMBRANCES AND EXCEPTIONS TO TITLE EXPRESSLY SET FORTH THEREIN AND
EXCEPT TO THE EXTENT THAT SUCH
6
ENFORCEABILITY MAY