Common use of Certain Post Closing Matters Clause in Contracts

Certain Post Closing Matters. (a) The Borrower shall deliver to the Administrative Agent (A) the stock certificates and related legal documentation set forth in Schedule 5.18(a) for the Non-U.S. Subsidiaries set forth therein and (B) favorable written opinions of local counsel in each of the jurisdictions referred to in Schedule 5.18(a) addressing such matters described in Section 4.01(f)(i) in each case within the time period set forth in Schedule 5.18(a), unless such date is extended by the Administrative Agent in its reasonable judgment. (b) From and after the Effective Date, the Borrower shall use its commercially reasonable efforts to deliver a lien waiver, access agreement and consent substantially in a form and substance reasonably satisfactory to the Administrative Agent with respect to the leased Real Properties set forth on Schedule 5.18(b). (c) If the transactions contemplated by the Foreign Subsidiary Restructuring Documents (without amendment or waiver from the terms of the forms thereof previously delivered to the Administrative Agent) shall not have been consummated by September 30, 2003, the provisions of Sections 6.01(a)(xvii), 6.03(a)(v) and 6.04(xii) and the parenthetical of Section 7.01(i)(iv) shall be deemed void and of no further force and effect. (d) From and after the Effective Date, with respect to foreign Intellectual Property pledged by the Loan Parties as Collateral pursuant to the Security Agreement, the Borrower shall take such actions necessary to create perfected first-priority security interests in such Collateral in such foreign jurisdictions and to evidence such perfections, including, without limitation, delivery of favorable local counsel opinions, in each case, as may be reasonably requested by the Administrative Agent. (e) For those UCC, judgment and tax lien, bankruptcy and pending lawsuit search reports, delivery of which was waived by the Administrative Agent pursuant to Section 4.01(r)(E), each respective Loan Party shall, within ten (10) days after the date hereof, order such UCC, judgment and tax lien, bankruptcy and pending lawsuit search reports. Upon receipt thereof the applicable Loan Party shall deliver the same to the Collateral Agent. In the event any Lien disclosed in such searches shall not constitute a Permitted Lien or shall evidence Indebtedness, the applicable Loan Party shall cause such Lien to be terminated promptly and in no event later than 45 days after the date of delivery of such searches. (f) Within forty-five (45) days after the Effective Date, the Borrower or the appropriate Loan Party shall deliver to the Administrative Agent, unless the Administrative Agent shall, in its reasonable judgment, waive such delivery, with respect to Parcels 3, 4 and 5 (the "New Parcels") described in Schedule A to that certain pro forma policy of lender's title insurance dated on or about the date hereof relating to the Mortgaged Property located in Warden, Washington, the following: (i) a Survey of the New Parcels meeting the requirements of Section 4.01(s)(E); (ii) endorsements to title insurance policy insuring such Mortgaged Property (1) eliminating the general or standard survey exception, (2) if applicable, removing any Liens which are not Permitted Liens, (3) amending the legal description in Schedule A to such title insurance policy, if necessary in the reasonable judgment of the Administrative Agent, (4) providing that after any amendment to such Mortgage, if necessary in the reasonable judgment of the Administrative Agent (as described below in clause (ix) of this Section 5.18(f)), the Mortgage encumbering such Mortgaged Property (including the New Parcels) (as so amended) is valid and enforceable and (5) otherwise amending such title insurance policy so that the requirements of Section 4.01(s)(C) are met with respect to such New Parcels; (iii) if the New Parcels are improved with any buildings or structures, policies or certificates of insurance as required by Section 4.01(s)(D); (iv) copies of all leases and other agreements as required by Section 4.01(s)(H); (v) such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other agreements as required by Section 4.01(s)(B); (vi) such affidavits, certificates, information (including financial data) and instruments of indemnification (including, without limitation, a so-called "gap" indemnification) as required by Section 4.01(s)(F); (vii) evidence of payment of all applicable premiums, charges, costs, taxes, etc. as required by Section 4.01(s)(G); (viii) copies of all leases or other agreements, and subordination of such, as required by Section 4.01(s)(H); (ix) an amendment to the Mortgage encumbering such Mortgaged Property (including the New Parcels) amending the legal description therein, if necessary in the reasonable judgment of the Administrative Agent. (g) From and after the Effective Date, the Borrower shall use its commercially reasonable efforts to negotiate with the financial institutions where it maintains Deposit Accounts (as defined in the Security Agreement) Control Agreements (as defined in the Security Agreement) required by the terms of the Security Agreement, the terms of such Control Agreements to be reasonably satisfactory to the Administrative Agent, and shall in any event, promptly upon request by the Administrative Agent, execute Control Agreements substantially in form of the draft of the Control Agreement distributed by Wells Fargo Bank on the Effective Date.

Certain Post Closing Matters. (a) The Borrower shall deliver With respect to those Subsidiaries of Group incorporated or organized under the Administrative Agent (A) the stock certificates laws of Belgium, Mexico, Hong Kong and related legal documentation set forth in Schedule 5.18(a) for the Non-U.S. Subsidiaries set forth therein and (B) favorable written opinions of local counsel in each of the jurisdictions referred Barbados, Group will cause to in Schedule 5.18(a) addressing such matters described in Section 4.01(f)(i) in each case be furnished, within the time period set forth in Schedule 5.18(a), unless such date is extended by the Administrative Agent in its reasonable judgment. (b) From and 60 days after the Effective Date, all documents and instruments, and cause to be performed, by such date, all actions, in each case of the Borrower shall use its commercially reasonable efforts type specified in Section 6.1(a) with respect to deliver a lien waiverForeign Credit Parties, access agreement and consent substantially including counterparts of this Agreement in a form and substance reasonably satisfactory to the Administrative Agent with respect Debt Coordinators and the Subsidiary Guaranty executed and delivered by all Subsidiaries in such jurisdictions, and such other documents sufficient in the judgment of the Debt Coordinators to create in favor of the leased Real Properties set forth on Schedule 5.18(bCollateral Trustee for the benefit of the Secured Parties a perfected first priority security interest in the property of all such Subsidiaries (other than Excluded Property), such documents to include evidence of corporate good standing, corporate authority and legal opinions, and all other related documentation; provided that the Debt Coordinators may extend the 60 day time period specified in this subsection (a) by up to an additional 45 days if requested by Group. (cb) If With respect to all material intellectual property license agreements to which Group or any of its Subsidiaries is a party (other than any such license agreements which are the transactions contemplated by subject of actual litigation between the Foreign Subsidiary Restructuring Documents (without amendment or waiver from the terms licensor and licensee as of the forms thereof previously delivered to the Administrative Agent) shall not have been consummated by September 30, 2003, the provisions of Sections 6.01(a)(xvii), 6.03(a)(v) and 6.04(xii) and the parenthetical of Section 7.01(i)(iv) shall be deemed void and of no further force and effect. (d) From and after the Effective Date, with respect to foreign Intellectual Property pledged by the Loan Parties as Collateral pursuant to the Security Agreement, the Borrower shall take such actions necessary to create perfected first-priority security interests in such Collateral in such foreign jurisdictions and to evidence such perfections, including, without limitation, delivery of favorable local counsel opinions, in each case, as may be reasonably requested by the Administrative Agent. (e) For those UCC, judgment and tax lien, bankruptcy and pending lawsuit search reports, delivery of which was waived by the Administrative Agent pursuant to Section 4.01(r)(E), each respective Loan Party shallGroup will use all commercially reasonable efforts to cause, within ten (10) days after the date hereof, order such UCC, judgment and tax lien, bankruptcy and pending lawsuit search reports. Upon receipt thereof the applicable Loan Party shall deliver the same to the Collateral Agent. In the event any Lien disclosed in such searches shall not constitute a Permitted Lien or shall evidence Indebtedness, the applicable Loan Party shall cause such Lien to be terminated promptly and in no event later than 45 days after the date of delivery of such searches. (f) Within forty-five (45) 30 days after the Effective Date, the Borrower or the appropriate Loan Party shall deliver all licensors party to such license agreements to consent to a grant of a security interest in such license (but not to the Administrative Agentexercise by the Collateral Agent or any Secured Party of any remedies with respect thereto) to the Collateral Trustee for the benefit of the Secured Parties. (c) Group will within 6 months after the Effective Date either sell, unless transfer or otherwise dispose of the Administrative Agent shallassets defined on Schedule 2.6(d)(iii) as the Costa Rica Assets, Paris Apartment, German Real Estate and NYC Apartment, with the Net Cash Proceeds therefrom applied as specified in Section 2.9, or by such date, (i) Costa Rica will be deemed to be an Included Foreign Jurisdiction for all purposes hereunder, and Group will, by such date, cause to be furnished all documents and instruments, and cause to be performed all actions, in its reasonable judgment, waive such delivery, each case of the type specified in Section 6.1 (a) with respect to Parcels 3Foreign Credit Parties, 4 including the execution and 5 (the "New Parcels") described delivery of counterparts of this Agreement in Schedule A to that certain pro forma policy of lender's title insurance dated on or about the date hereof relating form and substance reasonably satisfactory to the Mortgaged Property located in Warden, Washington, the following: (i) a Survey Debt Coordinators and of the New Parcels meeting Subsidiary Guaranty by all Subsidiaries in such jurisdictions, and such other documents sufficient in the requirements judgment of Section 4.01(s)(E); the Debt Coordinators to create in favor of the Collateral Trustee for the benefit of the Secured Parties a perfected first priority security interest in the relevant property of such jurisdiction and (ii) endorsements with respect to title insurance policy insuring all other assets specified above, Group will, by such Mortgaged Property (1) eliminating the general or standard survey exceptiondate, (2) if applicablecause to be furnished all documents and instruments, removing any Liens which are not Permitted Liensand cause to be performed all actions, (3) amending the legal description in Schedule A to such title insurance policy, if necessary in the reasonable judgment each case of the Administrative Agent, (4type specified in Section 6.1(a) providing that after any amendment to such Mortgage, if necessary in the reasonable judgment of the Administrative Agent (as described below in clause (ix) of this Section 5.18(f)), the Mortgage encumbering such Mortgaged Property (including the New Parcels) (as so amended) is valid and enforceable and (5) otherwise amending such title insurance policy so that the requirements of Section 4.01(s)(C) are met with respect to such New Parcels; (iii) if the New Parcels assets as are improved with any buildings or structures, policies or certificates of insurance as required by Section 4.01(s)(D); (iv) copies of all leases and other agreements as required by Section 4.01(s)(H); (v) such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other agreements as required by Section 4.01(s)(B); (vi) such affidavits, certificates, information (including financial data) and instruments of indemnification (including, without limitation, a so-called "gap" indemnification) as required by Section 4.01(s)(F); (vii) evidence of payment of all applicable premiums, charges, costs, taxes, etc. as required by Section 4.01(s)(G); (viii) copies of all leases or other agreements, and subordination of such, as required by Section 4.01(s)(H); (ix) an amendment to the Mortgage encumbering such Mortgaged Property (including the New Parcels) amending the legal description therein, if necessary sufficient in the reasonable judgment of the Administrative AgentDebt Coordinators to create in favor of the Collateral Trustee for the benefit of the Secured Parties a perfected first priority security interest in such assets. (gd) From and With respect to all leasehold mortgages to be delivered pursuant to Section 6.1(a)(v), Group will use all commercially reasonable efforts to cause, within 30 days after the Effective Date, all landlords to consent to the Borrower shall use its commercially reasonable efforts to negotiate with the financial institutions where it maintains Deposit Accounts (as defined granting of a leasehold mortgage in the Security Agreement) Control Agreements (as defined in the Security Agreement) required by the terms of the Security Agreement, the terms of such Control Agreements to be reasonably form and substance satisfactory to the Administrative AgentDebt Coordinators. (e) With respect to the delivery of certain non-U.S. Collateral, Group will cause to be furnished all documents and instruments, and shall cause to be performed all actions, in any eventeach case of the type, promptly upon request and by the Administrative Agentrespective dates, execute Control Agreements substantially specified therefor in form of the draft of the Control Agreement distributed by Wells Fargo Bank on the Effective DateSchedule 2.14(e).

Certain Post Closing Matters. (a) The Borrower Within 30 days after the Closing Date, Company shall have applied for all regulatory approvals which are necessary, appropriate or advisable, including, without limitation, application to the FCC and each relevant state commission with jurisdiction over telecommunications matters, to (i) effect the contribution by Company of 100% of the capital stock of each of its Subsidiaries requiring such approval to Borrower, such that after each such contribution, each such Subsidiary is a subsidiary of Borrower, (ii) enable Subsidiaries of Company which are not, as of the Closing Date, Guarantors hereunder to become Guarantors hereunder and (iii) enable Subsidiaries of Company which are not, as of the Closing Date, Grantors under the Pledge and Security Agreement, to become Grantors thereunder. Company shall deliver to the Administrative Agent as soon as reasonably practicable (A1) a copy of each such application that is filed with the stock certificates and related legal documentation set forth in Schedule 5.18(aFCC, the relevant state commission, or any other regulatory agency, (2) for copies of each report, notice or other written correspondence which it or any of its agents or advisers delivers to or receives from the Non-U.S. Subsidiaries set forth therein FCC, the relevant state commission, or any other regulatory agency with respect to such application and (B3) favorable written opinions of local counsel in each notice of the jurisdictions referred final determination of such application. If any such application is not approved, Company will after consultation with and at the request of Agents take all such further actions as may be reasonably requested to in Schedule 5.18(a) addressing appeal such matters described in Section 4.01(f)(i) in each case within the time period set forth in Schedule 5.18(a), unless decision and effect such date is extended by the Administrative Agent in its reasonable judgmentcontribution. (b) From With respect to any Subsidiary for which such action as specified in the foregoing clause (a) is required, within 10 days after Company receives the necessary approval to (i) effect the contribution by Company of 100% of the capital stock of such Subsidiary to Borrower, (ii) enable such Subsidiary to be a Guarantor hereunder and/or (iii) enable such Subsidiary to become a Grantor under the Pledge and Security Agreement, Borrower will (1) in the case of clause (i), in order to create in favor of Administrative Agent, for the benefit of Lenders, a valid and perfected First Priority security interest in 100% of the capital stock of such Subsidiary, deliver to Administrative Agent certificates (accompanied by irrevocable undated stock powers, duly endorsed in blank and otherwise satisfactory in form and substance to Administrative Agent) representing all capital stock pledged pursuant to the Pledge and Security Agreement, and take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates similar to those described in Sections 3.1(b), 3.1(g) and 3.1(k), (2) in the case of clause (ii), execute a Counterpart Agreement and take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates similar to those described in Sections 3.1(b), 3.1(g) and 3.1(k), and (3) in the case of clause (iii), execute a Pledge Supplement substantially in the form of Exhibit A to the Pledge and Security Agreement and take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates similar to those described in Sections 3.1(b), 3.1(g) and 3.1(k). (c) Within 30 days after the Effective Closing Date, the Borrower Company shall use its commercially reasonable best efforts to deliver obtain from each Person identified on Schedule 5.12(c) an acknowledgment letter in favor of Administrative Agent, for the benefit of Lenders, in the form of Exhibit M with respect to each corresponding agreement listed on such Schedule 5.12(c). 68 (d) Within 30 days after the Closing Date, Company shall use reasonable best efforts to obtain from Lucent Technologies, Inc. ("LUCENT") a lien waiverconsent to the collateral assignment to Administrative Agent and Lenders of rights existing under the General Agreement between Company and Lucent dated as of October 16, access agreement and 1997, as amended, modified or otherwise supplemented from time to time, such consent substantially in a form and substance reasonably satisfactory to the Administrative Agent with respect to the leased Real Properties set forth on Schedule 5.18(b). (c) If the transactions contemplated by the Foreign Subsidiary Restructuring Documents (without amendment or waiver from the terms of the forms thereof previously delivered to the Administrative Agent) shall not have been consummated by September 30, 2003, the provisions of Sections 6.01(a)(xvii), 6.03(a)(v) and 6.04(xii) and the parenthetical of Section 7.01(i)(iv) shall be deemed void and of no further force and effect. (d) From and after the Effective Date, with respect to foreign Intellectual Property pledged by the Loan Parties as Collateral pursuant to the Security Agreement, the Borrower shall take such actions necessary to create perfected first-priority security interests in such Collateral in such foreign jurisdictions and to evidence such perfections, including, without limitation, delivery of favorable local counsel opinions, in each case, as may be reasonably requested by the Administrative Agent. (e) For those UCC, judgment and tax lien, bankruptcy and pending lawsuit search reports, delivery of which was waived by the Administrative Agent pursuant to Section 4.01(r)(E), each respective Loan Party shall, within ten (10) days after the date hereof, order such UCC, judgment and tax lien, bankruptcy and pending lawsuit search reports. Upon receipt thereof the applicable Loan Party shall deliver the same to the Collateral Agent. In the event any Lien disclosed in such searches shall not constitute a Permitted Lien or shall evidence Indebtedness, the applicable Loan Party shall cause such Lien to be terminated promptly and in no event later than 45 days after the date of delivery of such searches. (f) Within forty-five (45) days after the Effective Date, the Borrower or the appropriate Loan Party shall deliver to the Administrative Agent, unless the Administrative Agent shall, in its reasonable judgment, waive such delivery, with respect to Parcels 3, 4 and 5 (the "New Parcels") described in Schedule A to that certain pro forma policy of lender's title insurance dated on or about the date hereof relating to the Mortgaged Property located in Warden, Washington, the following: (i) a Survey of the New Parcels meeting the requirements of Section 4.01(s)(E); (ii) endorsements to title insurance policy insuring such Mortgaged Property (1) eliminating the general or standard survey exception, (2) if applicable, removing any Liens which are not Permitted Liens, (3) amending the legal description in Schedule A to such title insurance policy, if necessary in the reasonable judgment of the Administrative Agent, (4) providing that after any amendment to such Mortgage, if necessary in the reasonable judgment of the Administrative Agent (as described below in clause (ix) of this Section 5.18(f)), the Mortgage encumbering such Mortgaged Property (including the New Parcels) (as so amended) is valid and enforceable and (5) otherwise amending such title insurance policy so that the requirements of Section 4.01(s)(C) are met with respect to such New Parcels; (iii) if the New Parcels are improved with any buildings or structures, policies or certificates of insurance as required by Section 4.01(s)(D); (iv) copies of all leases and other agreements as required by Section 4.01(s)(H); (v) such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other agreements as required by Section 4.01(s)(B); (vi) such affidavits, certificates, information (including financial data) and instruments of indemnification (including, without limitation, a so-called "gap" indemnification) as required by Section 4.01(s)(F); (vii) evidence of payment of all applicable premiums, charges, costs, taxes, etc. as required by Section 4.01(s)(G); (viii) copies of all leases or other agreements, and subordination of such, as required by Section 4.01(s)(H); (ix) an amendment to the Mortgage encumbering such Mortgaged Property (including the New Parcels) amending the legal description therein, if necessary in the reasonable judgment of the Administrative Agent. (g) From and after the Effective Date, the Borrower shall use its commercially reasonable efforts to negotiate with the financial institutions where it maintains Deposit Accounts (as defined in the Security Agreement) Control Agreements (as defined in the Security Agreement) required by the terms of the Security Agreement, the terms of such Control Agreements to be reasonably satisfactory to the Administrative Agent, and shall in any event, promptly upon request by the Administrative Agent, execute Control Agreements substantially in form of the draft of the Control Agreement distributed by Wells Fargo Bank on the Effective Date.

Certain Post Closing Matters. (a) The Borrower Within 30 days after the Closing Date, Company shall deliver use commercially reasonable efforts to the obtain from each Person identified on Schedule 5.15 consents in favor of Administrative Agent (A) the stock certificates and related legal documentation set forth in Schedule 5.18(a) Agent, for the Non-U.S. Subsidiaries set forth therein benefit of Lenders, in the form of Exhibit K originally executed and (B) favorable written opinions of local counsel in delivered with respect to each of the jurisdictions referred to in agreements listed on Schedule 5.18(a) addressing such matters described in Section 4.01(f)(i) in each case within the time period set forth in Schedule 5.18(a), unless such date is extended by the Administrative Agent in its reasonable judgment5.15. (b) From and Within 30 days after the Effective Closing Date, the Borrower Company shall use its commercially reasonable efforts to deliver a lien waiverhave applied for all regulatory approvals which are necessary, access agreement and consent substantially in a form and substance reasonably satisfactory to the Administrative Agent with respect to the leased Real Properties set forth on Schedule 5.18(b). (c) If the transactions contemplated by the Foreign Subsidiary Restructuring Documents (without amendment appropriate or waiver from the terms of the forms thereof previously delivered to the Administrative Agent) shall not have been consummated by September 30, 2003, the provisions of Sections 6.01(a)(xvii), 6.03(a)(v) and 6.04(xii) and the parenthetical of Section 7.01(i)(iv) shall be deemed void and of no further force and effect. (d) From and after the Effective Date, with respect to foreign Intellectual Property pledged by the Loan Parties as Collateral pursuant to the Security Agreement, the Borrower shall take such actions necessary to create perfected first-priority security interests in such Collateral in such foreign jurisdictions and to evidence such perfectionsadvisable, including, without limitation, delivery application to each relevant state commission with jurisdiction over telecommunications matters, to (i) enable Subsidiaries of favorable local counsel opinionsCompany which are not, in each caseas of the Closing Date, Guarantors hereunder to become Guarantors hereunder and (ii) enable Subsidiaries of Company which are not, as of the Closing Date, Grantors under the Pledge and Security Agreement, to become Grantors thereunder. Company shall deliver to Administrative Agent as soon as reasonably practicable notice of the final determination of such application. Company will use all commercially reasonable efforts to obtain all of such approvals as promptly as practicable. If any such application is not approved, Company will after consultation with and at the request of Administrative Agent take all such further actions as may be reasonably requested by the Administrative Agentto appeal such decision. (ec) For With respect to any Subsidiary for which such action as specified in the foregoing clause (b) is required, within 10 days after Company receives the necessary approval to enable such Subsidiary to (i) be a Guarantor hereunder and/or (ii) become a Grantor under the Pledge and Security Agreement, such Subsidiary will (1) in the case of clause (i) execute a Counterpart Agreement and take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates similar to those UCCdescribed in Sections 3.1(b) and 3.1(i), judgment and tax lien(2) in the case of clause (ii), bankruptcy execute a Pledge Supplement substantially in the form of Exhibit A to the Pledge and pending lawsuit search reportsSecurity Agreement and take all such actions and execute and deliver, delivery or cause to be executed and delivered, all such documents, instruments, agreements, and certificates similar to those described in Sections 3.1(b), 3.1(e) and 3.1(i). (d) Promptly upon the completion of which was waived the acquisition of all interests in LHP, L.L.C. not owned by Company as of the Closing Date, Company will deliver all documents reasonably requested by Administrative Agent relating thereto, including an operating agreement for such Person and for INTERNEXT L.L.C., and certificates representing membership interests in such Persons, substantially in the form otherwise delivered on the Closing Date pursuant to Section 4.01(r)(E3.1(b), each respective Loan Party shall, within ten (10) days after the date hereof, order such UCC, judgment and tax lien, bankruptcy and pending lawsuit search reports. Upon receipt thereof the applicable Loan Party shall deliver the same to the Collateral Agent. In the event any Lien disclosed in such searches shall not constitute a Permitted Lien or shall evidence Indebtedness, the applicable Loan Party shall cause such Lien to be terminated promptly and in no event later than 45 days after the date of delivery of such searches. (f) Within forty-five (45) days after the Effective Date, the Borrower or the appropriate Loan Party shall deliver to the Administrative Agent, unless the Administrative Agent shall, in its reasonable judgment, waive such delivery, with respect to Parcels 3, 4 and 5 (the "New Parcels") described in Schedule A to that certain pro forma policy of lender's title insurance dated on or about the date hereof relating to the Mortgaged Property located in Warden, Washington, the following: (i) a Survey of the New Parcels meeting the requirements of Section 4.01(s)(E); (ii) endorsements to title insurance policy insuring such Mortgaged Property (1) eliminating the general or standard survey exception, (2) if applicable, removing any Liens which are not Permitted Liens, (3) amending the legal description in Schedule A to such title insurance policy, if necessary in the reasonable judgment of the Administrative Agent, (4) providing that after any amendment to such Mortgage, if necessary in the reasonable judgment of the Administrative Agent (as described below in clause (ix) of this Section 5.18(f)), the Mortgage encumbering such Mortgaged Property (including the New Parcels) (as so amended) is valid and enforceable and (5) otherwise amending such title insurance policy so that the requirements of Section 4.01(s)(C) are met with respect to such New Parcels; (iii) if the New Parcels are improved with any buildings or structures, policies or certificates of insurance as required by Section 4.01(s)(D); (iv) copies of all leases and other agreements as required by Section 4.01(s)(H); (v) such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other agreements as required by Section 4.01(s)(B); (vi) such affidavits, certificates, information (including financial data) and instruments of indemnification (including, without limitation, a so-called "gap" indemnification) as required by Section 4.01(s)(F); (vii) evidence of payment of all applicable premiums, charges, costs, taxes, etc. as required by Section 4.01(s)(G); (viii) copies of all leases or other agreements, and subordination of such, as required by Section 4.01(s)(H); (ix) an amendment to the Mortgage encumbering such Mortgaged Property (including the New Parcels) amending the legal description therein, if necessary in the reasonable judgment of the Administrative Agent. (g) From and after the Effective Date, the Borrower shall use its commercially reasonable efforts to negotiate with the financial institutions where it maintains Deposit Accounts (as defined in the Security Agreement) Control Agreements (as defined in the Security Agreement) required by the terms of the Security Agreement, the terms of such Control Agreements to be reasonably satisfactory to the Administrative Agent, and shall in any event, promptly upon request by the Administrative Agent, execute Control Agreements substantially in form of the draft of the Control Agreement distributed by Wells Fargo Bank on the Effective Date.

Certain Post Closing Matters. (a) The If the Borrower has not sold its real properties located in either LeSuxxx, Xxnnesota or Burnsville, Minnesota within six months after the Effective Date or a Default or an Event of Default shall occur and be continuing, the Borrower shall deliver to the Administrative Agent Agent: (Ai) and the stock certificates and related legal documentation set forth in Schedule 5.18(a) for title insurance company issuing the Non-U.S. Subsidiaries set forth therein and (B) favorable written opinions of local counsel in each of the jurisdictions policy referred to in Schedule 5.18(aclause (ii) addressing below (the "Title Insurance Company") maps or plats of an as-built survey of each such matters described in Section 4.01(f)(i) in each case within the time period set forth in Schedule 5.18(a), unless such date is extended by 85 92 unsold property or properties certified to the Administrative Agent in its reasonable judgment. (b) From and after the Effective Date, the Borrower shall use its commercially reasonable efforts to deliver a lien waiver, access agreement and consent substantially Title Insurance Company in a form and substance manner reasonably satisfactory to them, dated a date reasonably satisfactory to the Administrative Agent with respect and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to the leased Real Properties set forth Administrative Agent and the Title Insurance Company, which maps or plats and the surveys on Schedule 5.18(b). which they are based shall be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1992, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: (a) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (b) the lines of streets abutting the sites and width thereof; (c) If all access and other easements appurtenant to the transactions contemplated sites necessary to use the sites; (d) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the sites, whether recorded, apparent from a physical inspection of the sites or otherwise known to the surveyor; (e) any encroachments on any adjoining property by the Foreign Subsidiary Restructuring Documents building structures and improvements on the sites; and (without amendment f) if the site is described as being on a filed map, a legend relating the survey to said map; and (ii) a mortgagee's title policy (or waiver from policies) or marked up unconditional binder for such insurance dated the terms of the forms thereof previously delivered Effective Date. Each such policy shall (a) be in an amount reasonably satisfactory to the Administrative Agent; (b) shall not have been consummated insure that the Mortgage insured thereby creates a valid first Lien on the Mortgaged Property encumbered thereby free and clear of all defects and encumbrances, except those permitted by September 30, 2003, subsection 8.3 and such as may be approved by the provisions Administrative Agent; (c) name the Administrative Agent for the benefit of Sections 6.01(a)(xvii), 6.03(a)(v) and 6.04(xii) and the parenthetical of Section 7.01(i)(iv) shall be deemed void and of no further force and effect. Lenders as the insured thereunder; (d) From be in the form of an ALTA Loan Policy; (e) contain such endorsements and after affirmative coverage as the Effective DateAdministrative Agent may reasonably request; provided that, in the case of zoning endorsements, if any, no additional premiums will be required in excess of $2,000 per property, (f) be issued by title companies reasonably satisfactory to the Administrative Agent (including any such title companies acting as reinsurers, at the option of the Administrative Agent) and (g) be issued at ordinary rates (other than with respect to foreign Intellectual Property pledged by the Loan Parties affirmative insurance). The Administrative Agent shall have received evidence reasonably satisfactory to it that all premiums in respect of each such policy, and all charges for mortgage recording tax, if any, have been paid. The Administrative Agent shall have also received a copy of all recorded documents referred to, or listed as Collateral pursuant exceptions to the Security Agreementtitle in, the Borrower title policy or policies referred to in this subsection and a copy, certified by such parties as the Administrative Agent may deem reasonably appropriate, of all other documents affecting the property covered by such Mortgage as shall take such actions necessary to create perfected first-priority security interests in such Collateral in such foreign jurisdictions and to evidence such perfections, including, without limitation, delivery of favorable local counsel opinions, in each case, as may be have been reasonably requested by the Administrative Agent. (e) For those UCC, judgment and tax lien, bankruptcy and pending lawsuit search reports, delivery of which was waived by the Administrative Agent pursuant to Section 4.01(r)(E), each respective Loan Party shall, within ten (10) days after the date hereof, order such UCC, judgment and tax lien, bankruptcy and pending lawsuit search reports. Upon receipt thereof the applicable Loan Party shall deliver the same to the Collateral Agent. In the event any Lien disclosed in such searches shall not constitute a Permitted Lien or shall evidence Indebtedness, the applicable Loan Party shall cause such Lien to be terminated promptly and in no event later than 45 days after the date of delivery of such searches. (fb) Within forty-five (45) 60 days after the Effective Date, the Borrower or the appropriate Loan Party shall deliver to the Administrative Agent, unless the Administrative Agent shall, in its reasonable judgment, waive such delivery, with respect to Parcels 3, 4 and 5 (the "New Parcels") described in Schedule A to that certain pro forma policy of lender's title insurance dated on or about the date hereof relating to the Mortgaged Property located in Warden, Washington, the followingeither: (i) a Survey contribute or otherwise transfer all of the New Parcels meeting Capital Stock of Foreign Subsidiaries held by the requirements Borrower and its Subsidiaries to either (a) TCI Holding or (b) a newly-formed domestic Wholly Owned Subsidiary of Section 4.01(s)(Ethe Borrower (the "Foreign Subsidiary Holding Company");, and pledge 65% of the issued and outstanding Capital Stock of the Foreign Subsidiary Holding Company to the Administrative Agent pursuant to the Guarantee and Collateral Agreement; or (ii) endorsements deliver to title insurance policy insuring such Mortgaged Property (1) eliminating the general or standard survey exception, (2) if applicable, removing any Liens which are not Permitted Liens, (3) amending the legal description in Schedule A to such title insurance policy, if necessary in the reasonable judgment of the Administrative Agent, (4) providing that after any amendment to such Mortgage, if necessary in the reasonable judgment of the Administrative Agent (as described below an opinion of counsel in clause (ix) the jurisdictions of this Section 5.18(f)), formation of each Foreign Subsidiary reasonably satisfactory to the Mortgage encumbering such Mortgaged Property (including the New Parcels) (as so amended) is valid and enforceable and (5) otherwise amending such title insurance policy so Administrative Agent stating that the requirements Administrative Agent has a perfected first priority security interest in the Capital Stock of Section 4.01(s)(C) are met with respect such Foreign Subsidiary pursuant to the laws of such jurisdiction and the Borrower shall deliver to such New Parcels; (iii) if the New Parcels are improved with any buildings or structures, policies or certificates of insurance as counsel all documents required by Section 4.01(s)(D); (iv) copies such counsel in order to deliver such opinion. The Borrower shall not permit the Foreign Subsidiary Holding Company to engage in any business other than the owning of all leases the Capital Stock of the Foreign Subsidiaries and other agreements as required by Section 4.01(s)(H); (v) such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements any business or other agreements as required by Section 4.01(s)(B); (vi) such affidavits, certificates, information (including financial data) and instruments of indemnification (including, without limitation, a so-called "gap" indemnification) as required by Section 4.01(s)(F); (vii) evidence of payment of all applicable premiums, charges, costs, taxes, etc. as required by Section 4.01(s)(G); (viii) copies of all leases or other agreements, and subordination of such, as required by Section 4.01(s)(H); (ix) an amendment activities reasonably related to the Mortgage encumbering such Mortgaged Property (including foregoing, or to incur any material liabilities other than liabilities reasonably related to the New Parcels) amending the legal description therein, if necessary in the reasonable judgment foregoing or arising by operation of the Administrative Agentlaw. The Foreign Subsidiary Holding Company shall be a "Foreign Subsidiary" under this Agreement for all purposes hereof. (gc) From and Within 30 days after the Effective Date, the Borrower shall use its commercially reasonable efforts to negotiate with the financial institutions where it maintains Deposit Accounts (as defined in the Security Agreement) Control Agreements (as defined in the Security Agreement) required by the terms of the Security Agreement, the terms of such Control Agreements to be reasonably satisfactory deliver to the Administrative Agent, and shall in any event, promptly upon request by Agent the Administrative Agent, execute Control Agreements substantially in form certificates representing 65% of the draft Capital Stock of TCI Exports, Ltd., a corporation formed under the laws of Barbados, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the Control Agreement distributed by Wells Fargo Bank on the Effective DateBorrower.