Common use of Collateral Agreements Clause in Contracts

Collateral Agreements. (a) Upon execution and delivery thereof by the parties thereto, the Collateral Agreement will be effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties (as defined in the Collateral Agreement), a legal, valid and enforceable security interest in the Collateral described therein and the proceeds thereof. In the case of Pledged Stock described in the Collateral Agreement, when stock certificates representing or constituting such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Collateral Agreement, when financing statements and other filings specified on Schedule 4.15(b) in appropriate form are filed in the offices specified on Schedule 4.15(b), the Collateral Agreement shall, subject to the existence of Permitted Liens, constitute first liens on, and perfected security interests in, all rights, title and interest of the Credit Parties in such Collateral (except to the extent that a security interest cannot be perfected therein by the filing of a financing statement or the taking of possession under the Uniform Commercial Code of the relevant jurisdiction), as security for the Obligations. (b) Upon execution and delivery thereof by the relevant Credit Party, each Mortgage delivered pursuant to subsection 6.9 will be effective to create in favor of the Administrative Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable security interest in the collateral described therein, and upon recording the Mortgages in the jurisdictions in which the property covered by such Mortgage is located (and/or such other actions as may be required under the relevant local law in respect of foreign mortgages and which are to be performed pursuant to subsection 6.9(d)), such security interests will, subject to the existence of Permitted Liens, constitute first liens on, and perfected security interests in, all rights, title and interest of the debtor party thereto in the collateral described therein.

Collateral Agreements. (a) Upon execution and delivery thereof by the parties thereto, the Collateral Agreement will be effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties (as defined in the Collateral Agreement), a legal, valid and enforceable security interest in the Collateral described therein and the proceeds thereof. In the case of Pledged Stock described in the Collateral Agreement, when stock certificates representing or constituting such Pledged Stock are delivered to the administrative agent under the First Lien Credit Agreement, as bailee for the Administrative Agent, and in the case of the other Collateral described in the Collateral Agreement, when financing statements and other filings specified on Schedule 4.15(b5.15(b) to the Original Credit Agreement in appropriate form are filed in the offices specified on Schedule 4.15(b)5.15(b) to the Original Credit Agreement, the Collateral Agreement shall, subject to the existence of Permitted Liens, constitute first second liens on, and perfected security interests in, all rights, title and interest of the Credit Parties in such the Collateral described therein (except to the extent that a security interest cannot be perfected therein by the filing of a financing statement or the taking of possession under the Uniform Commercial Code of the relevant jurisdiction), as security for the Obligations. (b) Upon execution and delivery thereof by the relevant Credit Party, each Mortgage delivered pursuant to subsection 6.9 7.9 will be effective to create in favor of the Administrative Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable security interest in the collateral described therein, and upon recording the Mortgages in the jurisdictions in which the property covered by such Mortgage is located (and/or such other actions as may be required under the relevant local law in respect of foreign mortgages and which are to be performed pursuant to subsection 6.9(d7.9(d)), such security interests will, subject to the existence of Permitted Liens, constitute first second liens on, and perfected security interests in, all rights, title and interest of the debtor party thereto in the collateral described therein.

Collateral Agreements. Borrower acknowledges and agrees that Borrower shall deliver to Lender, and Lender shall be entitled to list on Exhibit "B" attached hereto, the next ten (a10) Upon execution consecutive Vacation Partners Purchase Agreements (Nevada) executed by Borrower and delivery thereof the buyer's named therein with respect to the sale of Timeshare Interests in the Project which actually result in a closing and sale of a Timeshare Interest (the "Future Additional Collateral Agreements"), and such Future Additional Collateral Agreements shall be deemed for all purposes Collateral Agreements under the terms of the Loan Agreement, and shall be subject to all of the terms and conditions of the Loan Agreement; provided, however, Borrower shall not be obligated to pay to Lender, and such sums shall not be added to the amounts due under the Note, any payments made to Borrower attributable to the Future Additional Collateral Agreements through April 30, 1995. Commencing on May 1, 1995, in the event all amounts due under the Note, as amended by the parties theretoNote Modification, have not been paid to Lender, the Future Additional Collateral Agreement will Agreements shall be effective subject to create in favor all of the Administrative Agent, for the ratable benefit terms and conditions of the Secured Parties Loan Agreement, including, without limitation, paragraph 2 thereof. Borrower shall also deliver to Lender, immediately upon recordation the Deeds of Trust securing the buyers' performance under the Future Additional Collateral Agreements (as defined in the "Future Additional Collateral AgreementDeeds of Trust), a legaland execute such additional Assignments of Deeds of Trust assigning such deeds of trust to Lender, valid as Lender may request, and enforceable security interest in such Future Additional Collateral Deeds of Trust shall be deemed for all purposes Collateral Deeds of Trust under the Collateral described therein and the proceeds thereof. In the case of Pledged Stock described in the Collateral Loan Agreement, when stock certificates representing or constituting such Pledged Stock are delivered and shall be subject to the Administrative Agent, and in the case all of the other Collateral described in the Collateral Agreement, when financing statements terms and other filings specified on Schedule 4.15(b) in appropriate form are filed in the offices specified on Schedule 4.15(b), the Collateral Agreement shall, subject to the existence of Permitted Liens, constitute first liens on, and perfected security interests in, all rights, title and interest conditions of the Credit Parties in such Collateral (except to the extent that a security interest cannot be perfected therein by the filing of a financing statement or the taking of possession under the Uniform Commercial Code of the relevant jurisdiction), as security for the ObligationsLoan Agreement. (b) Upon execution and delivery thereof by the relevant Credit Party, each Mortgage delivered pursuant to subsection 6.9 will be effective to create in favor of the Administrative Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable security interest in the collateral described therein, and upon recording the Mortgages in the jurisdictions in which the property covered by such Mortgage is located (and/or such other actions as may be required under the relevant local law in respect of foreign mortgages and which are to be performed pursuant to subsection 6.9(d)), such security interests will, subject to the existence of Permitted Liens, constitute first liens on, and perfected security interests in, all rights, title and interest of the debtor party thereto in the collateral described therein.

Collateral Agreements. (aSubject to clause 5(q) Upon execution hereof, the Company and delivery thereof the Guarantors shall have furnished to the Initial Purchaser the Collateral Agreements duly executed, and if appropriate, notarized, by the respective parties thereto, the Collateral Agreement will be effective to create in favor of the Administrative Agenttogether with: (A) proper financing statements, for the ratable benefit of the Secured Parties (as defined each in the Collateral Agreement), a legal, valid and enforceable security interest in form to be filed on the Collateral described therein and the proceeds thereof. In the case of Pledged Stock described in the Collateral Agreement, when stock certificates representing or constituting such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Collateral Agreement, when financing statements and other filings specified on Schedule 4.15(b) in appropriate form are filed in the offices specified on Schedule 4.15(b), the Collateral Agreement shall, subject to the existence of Permitted Liens, constitute first liens on, and perfected security interests in, all rights, title and interest of the Credit Parties in such Collateral (except to the extent that a security interest cannot be perfected therein by the filing of a financing statement or the taking of possession Closing Date under the Uniform Commercial Code of all jurisdictions that may be deemed necessary or, in the relevant jurisdiction)reasonable opinion of the Collateral Agent, desirable to perfect the Liens created by the Collateral Agreements, covering the Collateral and naming the Collateral Agent as security for secured party, which financing statements shall be so filed on the Obligations.Closing Date; (bB) Upon execution proper instruments to be filed in the U.S. Patent and delivery thereof Trademark Office that may be deemed necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the liens granted on patents, if any, and trademarks, which liens have been created by the relevant Credit PartyCollateral Agreements; (C) contemplated requests for information and Lien search results, each Mortgage delivered pursuant to subsection 6.9 will be listing all effective to create in favor financing statements filed as of the Administrative Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable security interest in the collateral described therein, and upon recording the Mortgages recent date in the jurisdictions referred to in Section 9(a)(xii)(A) that name any of the Company or the Guarantors as debtor, together with copies of such financing statements (none of which shall cover the Collateral described in the Collateral Agreements, other than financing statements which cover Permitted Liens); (D) copies of duly executed UCC-3 termination statements, mortgage releases, intellectual property covered releases and other collateral releases and terminations, each in form and substance reasonably satisfactory to the Initial Purchaser evidencing the release of each item of Collateral and the termination of all Liens thereon (other than Liens created by the Indenture and the Collateral Agreements or Permitted Liens), and each such Mortgage is located release and termination shall be in full force and effect; (and/or such E) if requested by the Collateral Agent, bailee letters and landlord waivers, in form and substance reasonably satisfactory to the Initial Purchaser, executed by bailees and landlords, the Company or the Guarantors, as appropriate, for delivery to each of the persons specified in the Collateral Agreements as holding Collateral; (F) the stock certificates pledged to the Collateral Agent pursuant to the Collateral Agreements; and (G) any other documents required to be delivered to the Collateral Agent pursuant to the Collateral Agreements and reasonable evidence that all other actions as may be required under necessary or, in the relevant local law in respect of foreign mortgages and which are to be performed pursuant to subsection 6.9(d)), such security interests will, subject to the existence of Permitted Liens, constitute first liens on, and perfected security interests in, all rights, title and interest reasonable opinion of the debtor party thereto in Collateral Agent, desirable to perfect and protect the collateral described thereinLiens created by the Collateral Agreements have been taken.

Collateral Agreements. The Collateral Agent shall have received (awith a copy for the Purchasers): (A) Upon execution appropriately completed copies of Uniform Commercial Code financing statements naming the Company or the applicable Guarantor as a debtor and delivery thereof by the parties thereto, the Collateral Agreement will be effective to create in favor Agent as the secured party and providing a sufficient description of the Administrative Agent, for Collateral with respect to which the ratable benefit of Company or the Secured Parties (as defined in the Collateral Agreement), a legal, valid and enforceable security interest in the Collateral described therein and the proceeds thereof. In the case of Pledged Stock described in the Collateral Agreement, when stock certificates representing or constituting such Pledged Stock are delivered applicable Guarantor has purported to the Administrative Agent, and in the case of the other Collateral described in the Collateral Agreement, when financing statements and other filings specified on Schedule 4.15(b) in appropriate form are filed in the offices specified on Schedule 4.15(b), the Collateral Agreement shall, subject to the existence of Permitted Liens, constitute first liens on, and perfected security interests in, all rights, title and interest of the Credit Parties in such Collateral (except to the extent that grant a security interest cannot interest, or other similar instruments or documents to be perfected therein by the filing of a financing statement or the taking of possession filed under the Uniform Commercial Code of all jurisdictions as may be necessary or, in the relevant jurisdictionreasonable opinion of the Collateral Agent and its counsel, desirable to perfect the security interests of the Collateral Agent pursuant to the Collateral Agreements; (B) appropriately completed copies of Uniform Commercial Code Form UCC-3 termination statements, if any, necessary to release all Liens (other than the Liens permitted under the Indenture) of any person in any Collateral described in or subject to any Collateral Agreement previously granted by any person; (C) certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC 11), or a similar search report certified by a party acceptable to the Collateral Agent, dated a date reasonably near to the Closing Date, listing all effective financing statements which name the Company as security the debtor, together with copies of such financing statements (none of which shall cover any Collateral described in any Security Agreement, other than such financing statements that evidence the Liens permitted under the Indenture and other than such financing statements in respect of which a Form UCC 3 termination statement is to be filed on the Closing Date); (D) such other approvals, opinions, or documents as the Collateral Agent may reasonably request in form and substance reasonably satisfactory to the Collateral Agent; and (E) the Collateral Agent and its counsel shall be satisfied that (i) the Liens granted to the Collateral Agent, for the Obligations. benefit of the Secured Parties in the Collateral described above is of the priority described in the Indenture and Collateral Agreements; and (bii) Upon execution and delivery thereof by no Lien exists on any of the relevant Credit Party, each Mortgage delivered pursuant to subsection 6.9 will be effective to create Collateral described above other than the Liens created in favor of the Administrative Collateral Agent, for the ratable benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in the collateral described therein, and upon recording the Mortgages in the jurisdictions in which the property covered by such Mortgage is located (and/or such other actions as may be required under the relevant local law in respect of foreign mortgages and which are to be performed pursuant to subsection 6.9(d))any Collateral Agreement, such security interests will, in each case subject to the existence of Permitted Lienssecurity interests, constitute first liens on, and perfected security interests in, all rights, title and interest of or encumbrances permitted under the debtor party thereto in the collateral described thereinIndenture.

Collateral Agreements. (a) Upon execution and delivery thereof The Issuers shall have furnished to the Initial Purchasers the Collateral Agreements duly executed by the parties theretoIssuers, the Collateral Agreement will be effective to create in favor of the Administrative Agenttogether with: (A) proper financing statements, for the ratable benefit of the Secured Parties (as defined each in the Collateral Agreement), a legal, valid and enforceable security interest in form to be filed on the Collateral described therein and the proceeds thereof. In the case of Pledged Stock described in the Collateral Agreement, when stock certificates representing or constituting such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Collateral Agreement, when financing statements and other filings specified on Schedule 4.15(b) in appropriate form are filed in the offices specified on Schedule 4.15(b), the Collateral Agreement shall, subject to the existence of Permitted Liens, constitute first liens on, and perfected security interests in, all rights, title and interest of the Credit Parties in such Collateral (except to the extent that a security interest cannot be perfected therein by the filing of a financing statement or the taking of possession Closing Date under the Uniform Commercial Code of all jurisdictions that may be deemed necessary or desirable in order to perfect the relevant jurisdictionLiens created by the Collateral Agreements, covering the Collateral and naming the Secured Party as secured party, which financing statements shall be so filed on the Closing Date; (B) proper instruments to be filed in the U.S. Patent and Trademark Office that may be deemed necessary or desirable in order to perfect the liens granted on patents, if any, and trademarks, which liens have been created by the Collateral Agreements; (C) contemplated requests for information and lien search results, listing all effective financing statements filed as of a recent date in the jurisdictions referred to in Section 9(a)(xiii)(A) that name any of the Issuers as debtor, together with copies of such financing statements (none of which shall cover the Collateral described in the Collateral Agreements); (D) copies of duly executed payoff letters, UCC-3 termination statements, deeds of trust releases, intellectual property releases and other collateral releases and terminations, each in form and substance satisfactory to the Initial Purchasers evidencing the release of each item of Collateral and the termination of all Liens thereon (other than Liens created by the Indenture and the Collateral Agreements), as security for the Obligationsand each such payoff letter, release and termination shall be in full force and effect. (bE) Upon execution bailee letters and delivery thereof landlord waivers, in form and substance reasonably satisfactory to the Initial Purchasers, executed by the relevant Credit PartyIssuers, the Parent Pledgors or E&W, as appropriate, for delivery to each Mortgage delivered of the persons specified in the Collateral Agreements as holding Collateral; (F) the original membership interest certificates and stock certificates pledged to the Secured Party pursuant to subsection 6.9 will the Collateral Agreements, together with undated stock powers or endorsements duly executed in blank in connection therewith (or copies thereof to the extent such interests or shares also have been pledged pursuant to the New Senior Credit Facility); (G) deeds of trust, assignments of rents and leases, and fixture filings in form and substance approved by the Initial Purchasers, to be effective recorded on the Closing Date in all jurisdictions that may be deemed necessary or desirable in order to create in favor perfect the liens created by the Collateral Agreements, covering the Collateral, which deeds of trust, assignments of rents and leases, and fixture filings shall be so recorded on the Administrative Agent, for Closing Date; (H) irrevocable commitment by a title insurance company approved by the ratable benefit of the Lenders, a legal, valid and enforceable security interest Initial Purchasers in the collateral described thereinInitial Purchasers’ reasonable discretion to issue one or more lender’s policies of title insurance insuring the liens created by the Collateral Agreements, subject only to those title matters and upon recording exceptions approved by the Mortgages in Initial Purchasers; and (I) any other documents required to be delivered to the jurisdictions in which Secured Party pursuant to the property covered by such Mortgage is located (and/or such Collateral Agreements and reasonable evidence that all other actions as may be required under necessary or desirable to perfect and protect the relevant local law in respect of foreign mortgages and which are to be performed pursuant to subsection 6.9(d)), such security interests will, subject to Liens created by the existence of Permitted Liens, constitute first liens on, and perfected security interests in, all rights, title and interest of the debtor party thereto in the collateral described thereinCollateral Agreements have been taken.

Collateral Agreements. (a) Upon execution and delivery thereof The Issuers shall have furnished to the Initial Purchaser the Collateral Agreements duly executed by the parties respective Issuers and Guarantors party thereto, the Collateral Agreement will be effective to create in favor of the Administrative Agenttogether with: (A) proper financing statements, for the ratable benefit of the Secured Parties (as defined each in the Collateral Agreement), a legal, valid and enforceable security interest in form to be filed on the Collateral described therein and the proceeds thereof. In the case of Pledged Stock described in the Collateral Agreement, when stock certificates representing or constituting such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Collateral Agreement, when financing statements and other filings specified on Schedule 4.15(b) in appropriate form are filed in the offices specified on Schedule 4.15(b), the Collateral Agreement shall, subject to the existence of Permitted Liens, constitute first liens on, and perfected security interests in, all rights, title and interest of the Credit Parties in such Collateral (except to the extent that a security interest cannot be perfected therein by the filing of a financing statement or the taking of possession Closing Date under the Uniform Commercial Code of all jurisdictions that may be deemed necessary or desirable in order to perfect the relevant jurisdictionLiens created by the Collateral Agreements, covering the Collateral and naming the Secured Party as secured party, which financing statements shall be so filed on the Closing Date; (B) proper instruments to be filed in the U.S. Patent and Trademark Office that may be deemed necessary or desirable in order to perfect the liens granted on patents, if any, and trademarks, which liens have been created by the Collateral Agreements; (C) contemplated requests for information and lien search results, listing all effective financing statements filed as of a recent date in the jurisdictions referred to in Section 9(a)(xiii)(A) that name any of the Issuers or Guarantors as debtor, together with copies of such financing statements (none of which shall cover the Collateral described in the Collateral Agreements); (D) copies of duly executed payoff letters, UCC-3 termination statements, deeds of trust releases, intellectual property releases and other collateral releases and terminations, each in form and substance satisfactory to the Initial Purchaser evidencing the release of each item of Collateral and the termination of all Liens thereon (other than Liens created by the Indentures and the Collateral Agreements), as security for the Obligationsand each such payoff letter, release and termination shall be in full force and effect. (bE) Upon execution bailee letters and delivery thereof landlord waivers, in form and substance reasonably satisfactory to the Initial Purchaser, executed by the relevant Credit Party, Issuers or the appropriate Guarantors for delivery to each Mortgage delivered of the persons specified in the Collateral Agreements as holding Collateral; (F) the original membership interest certificates and stock certificates pledged to the Secured Party pursuant to subsection 6.9 will the Collateral Agreements, together with undated stock powers or endorsements duly executed in blank in connection therewith (or copies thereof to the extent such interests or shares also have been pledged pursuant to the Convertible Note Pledge Agreement or the New Senior Credit Facility); (G) deeds of trust, assignments of rents and leases, and fixture filings in form and substance approved by the Initial Purchaser, to be effective recorded on the Closing Date in all jurisdictions that may be deemed necessary or desirable in order to create in favor perfect the liens created by the Collateral Agreements, covering the Collateral, which deeds of trust, assignments of rents and leases, and fixture filings shall be so recorded on the Administrative Agent, for Closing Date; (H) irrevocable commitment by a title insurance company approved by the ratable benefit of the Lenders, a legal, valid and enforceable security interest Initial Purchaser in the collateral described thereinInitial Purchaser’s reasonable discretion to issue one or more lender’s policies of title insurance insuring the liens created by the Collateral Agreements, subject only to those title matters and upon recording exceptions approved by the Mortgages in Initial Purchaser; and (I) any other documents required to be delivered to the jurisdictions in which Secured Party pursuant to the property covered by such Mortgage is located (and/or such Collateral Agreements and reasonable evidence that all other actions as may be required under necessary or desirable to perfect and protect the relevant local law in respect of foreign mortgages and which are to be performed pursuant to subsection 6.9(d)), such security interests will, subject to Liens created by the existence of Permitted Liens, constitute first liens on, and perfected security interests in, all rights, title and interest of the debtor party thereto in the collateral described thereinCollateral Agreements have been taken.

Collateral Agreements. (ai) Upon Each of the Collateral Agreements (other than the Parent Pledge Agreements, which are addressed in paragraph (f)(ii) below) and the transactions contemplated thereby (including, without limitation the creation, grant, recording and perfection of the Security Interests, the execution and delivery thereof filing of financing statements and the payment of any fees and taxes in connection therewith) have been duly authorized by each of the parties Issuers which is a party thereto, and each of the Collateral Agreement will be effective to create Agreements (other than the Parent Pledge Agreements, which are addressed in favor paragraph (f)(ii) below) has been duly executed and delivered by each of the Administrative Agent, for the ratable benefit Issuers which is a party thereto. Each of the Secured Parties (as defined in Collateral Agreements is the Collateral Agreement), a legal, valid and enforceable security interest in the Collateral described therein and the proceeds thereof. In the case binding obligation of Pledged Stock described in the Collateral Agreement, when stock certificates representing or constituting such Pledged Stock are delivered to the Administrative Agent, and in the case each of the other Collateral described in the Collateral AgreementIssuers which is a party thereto, when financing statements and other filings specified on Schedule 4.15(b) in appropriate form are filed in the offices specified on Schedule 4.15(b), the Collateral Agreement shall, subject to the existence of Permitted Liens, constitute first liens on, and perfected security interests in, all rights, title and interest enforceable against each of the Credit Parties Issuers in such Collateral (except to the extent that a security interest cannot be perfected therein by the filing of a financing statement or the taking of possession under the Uniform Commercial Code of the relevant jurisdiction), as security for the Obligationsaccordance with its terms. (bii) Upon execution and delivery thereof by the relevant Credit Party, each Mortgage delivered pursuant to subsection 6.9 will be effective to create in favor Each of the Administrative Agent, for the ratable benefit Parent Pledge Agreements has been duly executed and delivered by each of the LendersParent Pledgors party thereto, a and each of the Parent Pledge Agreements and the transactions contemplated thereby have been duly authorized by each of the Parent Pledgors party thereto. Each of the Parent Pledge Agreements is the legal, valid and enforceable security interest in the collateral described therein, and upon recording the Mortgages in the jurisdictions in which the property covered by such Mortgage is located (and/or such other actions as may be required under the relevant local law in respect binding obligation of foreign mortgages and which are to be performed pursuant to subsection 6.9(d)), such security interests will, subject to the existence of Permitted Liens, constitute first liens on, and perfected security interests in, all rights, title and interest each of the debtor Parent Pledgors party thereto, enforceable against each of the Parent Pledgors party thereto in accordance with its terms. It is noted for purposes of the collateral opinions set forth in this paragraph (f)(ii) that following the issuance of gaming licenses to the Issuers by the Nevada gaming authorities, the pledges contemplated by the Parent Pledge Agreements may not continue to be effective until the receipt of the requisite Nevada gaming approvals. (iii) The form of each of the Deeds of Trust, Assignment of Entitlements and Contracts, and Subordination of Leases is appropriate for creating a lien and filing or recording in the appropriate Office of the County Recorder, Register of Deeds, or similar official site, in the county where the real property described thereinin the Deed of Trust are located (the “Official Records”), as applicable, and is legally sufficient under the laws of the State of Nevada.

Collateral Agreements. The Administrative Agent shall have received counterparts of each Collateral Agreement, duly executed by the Collateral Agent and an Authorized Representative of the relevant Obligor party thereto, together with: (a) Upon execution acknowledgement copies of properly filed Uniform Commercial Code financing statements (Form UCC-1) or such other evidence of filing as may be acceptable to the Administrative Agent, naming Fairbanks Gold, ▇▇▇▇▇ Creek or Lassen Gold, as the case may be, as debtor, and delivery thereof the Collateral Agent as the secured party, or other similar instruments or documents, filed under the Uniform Commercial Code of all jurisdictions as may be necessary or, in the opinion of counsel to the Administrative Agent, advisable or desirable to perfect the security interest of the Collateral Agent purported to be granted pursuant to each Collateral Agreement; (b) executed copies of proper Uniform Commercial Code termination statements (Form UCC-3), if any, necessary to release all Liens (except any Liens permitted to be incurred pursuant to Section 7.2.3) and other ------------- rights of any Person: (i) in any collateral purported to be covered by either Collateral Agreement previously granted by any Person; and (ii) securing any of the Indebtedness identified in Item 2 ------ ("Indebtedness to be Paid") of the Disclosure Schedule, ----------------------- together with such other termination statements or similar documents as the Administrative Agent may reasonably request from the relevant Principal Subsidiary; (c) copies of each Counterparty Notice (as defined in and required by the parties theretoFairbanks Gold/▇▇▇▇▇ Creek Collateral Agreement), duly executed by an Authorized Representative of each such Principal Subsidiary party to such Counterparty Notice and by an authorized signatory of any other Person required to execute such Counterparty Notice; (d) mortgagee's title insurance policies in favor of the Collateral Agreement will Agent in amounts and in form and substance and issued by insurers, and/or mortgagees' security title opinions addressed to the Collateral Agent in each case reasonably satisfactory to the Administrative Agent, with respect to the property purported to be effective covered by each Collateral Agreement, insuring or opining, as the case may be, that title to such property is marketable (except as to any unpatented mining claims located on the public domain of the United States or the lands owned by the State of Alaska) and that the interests created by the Collateral Agreements constitute valid, perfected first priority Liens thereon free and clear of all defects and encumbrances other than as permitted to be incurred pursuant to Section 7.2.3 or as approved by the Administrative Agent (or ------------- counsel to the Administrative Agent), and such policies shall also include a revolving credit endorsement and such other endorsements as the Administrative Agent shall request and shall be accompanied by evidence of the payment in full of all premiums thereof; and (e) evidence that all other filings, instruments, registrations, recordings and other actions necessary or in the opinion of counsel to the Administrative Agent, advisable or desirable, in order to create in favor of the Administrative Agent, Collateral Agent (for the ratable rateable benefit of the Secured Parties (as defined in the Collateral Agreement), Lender Parties) a legal, valid and enforceable security interest in the Collateral described therein and the proceeds thereof. In the case of Pledged Stock described in the Collateral Agreement, when stock certificates representing or constituting such Pledged Stock are delivered perfected first-priority Lien (except with respect to the Administrative Agent, and priority of any Lien referred to in the case of the other Collateral described in the Collateral Agreement, when financing statements and other filings specified on Schedule 4.15(b) in appropriate form are filed in the offices specified on Schedule 4.15(b), the Collateral Agreement shall, subject to the existence of Permitted Liens, constitute first liens on, and perfected security interests in, all rights, title and interest of the Credit Parties in such Collateral (except to the extent that a security interest cannot be perfected therein by the filing of a financing statement or the taking of possession under the Uniform Commercial Code of the relevant jurisdiction), as security for the Obligations. clauses (b) Upon execution and delivery thereof by the relevant Credit Party, each Mortgage delivered pursuant to subsection 6.9 will be effective to create in favor (l) of Section 7.2.3) ----------- --- ------------- over all of the Administrative Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable security interest in the collateral described therein, and upon recording the Mortgages in the jurisdictions in which the property purported to be covered by each such Mortgage is located (and/or such other actions as may be required under the relevant local law in respect of foreign mortgages Collateral Agreement have been taken and which are to be performed pursuant to subsection 6.9(d)), such security interests will, subject to the existence of Permitted Liens, constitute first liens on, and perfected security interests in, all rights, title and interest of the debtor party thereto in the collateral described thereineffective.