EXPENSES OF PROSKAUER ROSE LLP, SPECIAL COUNSEL TO THE
ADMINISTRATIVE AGENT AND ARRANGER, AND THE FEES AND EXPENSES OF ANY LOCAL
COUNSEL, FOREIGN COUNSEL, APPRAISERS, CONSULTANTS AND OTHER ADVISORS) REQUIRED
TO BE REIMBURSED OR PAID BY THE COMPANIES HEREUNDER OR UNDER ANY OTHER LOAN
DOCUMENT.
(N)
PERSONAL PROPERTY REQUIREMENTS.
THE COLLATERAL AGENT SHALL HAVE
RECEIVED (IN ITS CAPACITY AS BAILEE AND AGENT FOR THE SECURED PARTIES PURSUANT
TO THE COLLATERAL TRUST AGREEMENT):
(I)
ALL CERTIFICATES, AGREEMENTS OR INSTRUMENTS REPRESENTING OR
EVIDENCING THE INVESTMENT PROPERTY, INCLUDING ALL PLEDGED EQUITY (AS SUCH TERMS
ARE DEFINED IN THE SECURITY AND PLEDGE AGREEMENT), ACCOMPANIED BY INSTRUMENTS OF
TRANSFER AND STOCK POWERS UNDATED AND ENDORSED IN BLANK;
(II)
ALL OTHER CERTIFICATES, AGREEMENTS, INCLUDING CONTROL AGREEMENTS,
OR INSTRUMENTS NECESSARY TO PERFECT THE COLLATERAL AGENT'S SECURITY INTEREST IN
ALL CHATTEL PAPER, ALL INSTRUMENTS, ALL DEPOSIT ACCOUNTS IDENTIFIED IN SCHEDULE
16 TO THE PERFECTION CERTIFICATE AND ALL INVESTMENT PROPERTY OF EACH COMPANY (AS
EACH SUCH TERM IS DEFINED IN, AND TO THE EXTENT REQUIRED BY, THE APPLICABLE
COLLATERAL DOCUMENTS);
(III)
UCC FINANCING STATEMENTS IN APPROPRIATE FORM FOR FILING UNDER THE
UCC, FILINGS WITH THE UNITED STATES PATENT AND TRADEMARK OFFICE AND UNITED
STATES COPYRIGHT OFFICE AND SUCH OTHER DOCUMENTS UNDER APPLICABLE LEGAL
REQUIREMENTS IN EACH JURISDICTION AS MAY BE NECESSARY OR APPROPRIATE OR, IN THE
OPINION OF THE COLLATERAL AGENT, DESIRABLE TO PERFECT THE LIENS CREATED, OR
PURPORTED TO BE CREATED, BY THE COLLATERAL DOCUMENTS AND, WITH RESPECT TO ALL
UCC FINANCING STATEMENTS REQUIRED TO BE FILED PURSUANT TO THE LOAN DOCUMENTS,
EVIDENCE SATISFACTORY TO THE COLLATERAL AGENT THAT BORROWER HAS RETAINED, AT ITS
SOLE COST AND EXPENSE, A SERVICE PROVIDER ACCEPTABLE TO THE COLLATERAL AGENT FOR
THE TRACKING OF ALL SUCH FINANCING STATEMENTS AND NOTIFICATION TO THE COLLATERAL
AGENT, OF, AMONG OTHER THINGS, THE UPCOMING LAPSE OR EXPIRATION THEREOF;
PROVIDED THAT, EXCEPT AS OTHERWISE PROVIDED IN THE COLLATERAL DOCUMENTS OR TO
ENSURE THE ACCURACY OF THE REPRESENTATION AND WARRANTIES IN SECTION 3.20, NO
ADDITIONAL FINANCING STATEMENTS OR OTHER DOCUMENTS SHALL BE REQUIRED TO BE
DELIVERED PURSUANT TO THIS SECTION 4.01(N)(III) PRIOR TO THE INITIAL CREDIT
EXTENSION;
(IV)
CERTIFIED COPIES, EACH AS OF A RECENT DATE, OF (W) THE UCC
SEARCHES REQUIRED TO BE ATTACHED AS EXHIBIT 5 TO THE PERFECTION CERTIFICATE,
(X) UNITED STATES PATENT AND TRADEMARK OFFICE AND UNITED STATES COPYRIGHT OFFICE
SEARCHES WITH RESPECT TO EACH COMPANY, (Y) TAX AND JUDGMENT LIEN SEARCHES,
BANKRUPTCY AND PENDING LAWSUIT SEARCHES OR EQUIVALENT REPORTS OR SEARCHES
LISTING ALL EFFECTIVE LIEN NOTICES OR COMPARABLE DOCUMENTS THAT NAME ANY COMPANY
AS DEBTOR AND THAT ARE FILED IN THE STATE AND COUNTY JURISDICTIONS IN WHICH ANY
COMPANY IS ORGANIZED OR MAINTAINS ITS PRINCIPAL PLACE OF BUSINESS, AND (Z) SUCH
OTHER SEARCHES THAT THE COLLATERAL AGENT DEEMS NECESSARY OR APPROPRIATE;
(V)
[RESERVED];
54
(VI)
EVIDENCE REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT OF
PAYMENT OR ARRANGEMENTS FOR PAYMENT BY THE COMPANIES OF ANY APPLICABLE FILING OR
RECORDING TAXES, FEES, CHARGES, COSTS AND EXPENSES REQUIRED FOR THE FILING OR
RECORDING OF THE COLLATERAL