OR ORGANIZATIONAL IDENTIFICATION NUMBER FROM THOSE SET FORTH IN
SCHEDULE III HERETO EXCEPT AS SET FORTH IN SCHEDULE IV HERETO.
(B)
SUCH GRANTOR IS THE LEGAL AND BENEFICIAL OWNER OF THE COLLATERAL
GRANTED OR PURPORTED TO BE GRANTED BY IT FREE AND CLEAR OF ANY LIEN, CLAIM,
OPTION OR RIGHT OF OTHERS, EXCEPT FOR THE SECURITY INTEREST CREATED UNDER THIS
AGREEMENT OR LIENS PERMITTED UNDER THE CREDIT AGREEMENT.
NO EFFECTIVE FINANCING
STATEMENT OR OTHER INSTRUMENT SIMILAR IN EFFECT COVERING ALL OR ANY PART OF SUCH
COLLATERAL OR LISTING SUCH GRANTOR OR ANY TRADE NAME OF SUCH GRANTOR AS DEBTOR
IS ON FILE IN ANY RECORDING OFFICE, EXCEPT SUCH AS MAY HAVE BEEN FILED IN FAVOR
OF THE COLLATERAL AGENT RELATING TO THE LOAN DOCUMENTS OR AS OTHERWISE PERMITTED
UNDER THE CREDIT AGREEMENT.
(C)
NONE OF THE RECEIVABLES OR AGREEMENT COLLATERAL IS EVIDENCED BY A
PROMISSORY NOTE OR OTHER INSTRUMENT THAT HAS NOT BEEN DELIVERED TO THE
COLLATERAL AGENT.
(D)
IF SUCH GRANTOR IS AN ISSUER OF SECURITY COLLATERAL, SUCH GRANTOR
CONFIRMS THAT IT HAS RECEIVED NOTICE OF THE SECURITY INTEREST GRANTED HEREUNDER.
(E)
THE PLEDGED EQUITY PLEDGED BY SUCH GRANTOR CONSTITUTES THE
PERCENTAGE OF THE ISSUED AND OUTSTANDING EQUITY INTERESTS OF THE ISSUER THEREOF
INDICATED ON SCHEDULE I HERETO.
THE PLEDGED DEBT PLEDGED BY SUCH GRANTOR
HEREUNDER HAS BEEN DULY AUTHORIZED, AUTHENTICATED OR ISSUED AND DELIVERED, IS
THE LEGAL, VALID AND BINDING OBLIGATION OF THE ISSUERS THEREOF, AND IS EVIDENCED
BY ONE OR MORE PROMISSORY NOTES (WHICH PROMISSORY NOTES HAVE BEEN DELIVERED TO
THE COLLATERAL AGENT).
(F)
THE INITIAL PLEDGED DEBT CONSTITUTES ALL OF THE OUTSTANDING
INDEBTEDNESS CONSTITUTING MORTGAGE LOAN ASSETS OWED TO SUCH GRANTOR BY THE
ISSUERS THEREOF AND IS OUTSTANDING IN THE PRINCIPAL AMOUNT INDICATED ON
SCHEDULE I HERETO.
(G)
THE ASSIGNED AGREEMENTS TO WHICH SUCH GRANTOR IS A PARTY, TRUE AND
COMPLETE COPIES OF WHICH HAVE BEEN MADE AVAILABLE TO THE COLLATERAL AGENT, HAVE
BEEN DULY AUTHORIZED, EXECUTED AND DELIVERED BY ALL PARTIES THERETO, HAVE NOT
BEEN AMENDED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM THE
VERSIONS MADE AVAILABLE TO THE COLLATERAL AGENT, ARE IN FULL FORCE AND EFFECT
AND ARE BINDING UPON AND ENFORCEABLE AGAINST ALL PARTIES THERETO IN ACCORDANCE
WITH THEIR TERMS, SUBJECT TO THE EFFECTS OF BANKRUPTCY, INSOLVENCY, FRAUDULENT
6
CONVEYANCE, REORGANIZATION, MORATORIUM AND OTHER SIMILAR LAWS RELATING TO OR
AFFECTING CREDITORS' RIGHTS GENERALLY, GENERAL EQUITABLE PRINCIPLES (WHETHER
CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW) AND AN IMPLIED COVENANT OF GOOD
FAITH AND FAIR DEALING.
(H)
THIS AGREEMENT CREATES IN FAVOR OF THE COLLATERAL AGENT FOR THE
BENEFIT OF THE SECURED PARTIES A VALID SECURITY INTEREST IN THE COLLATERAL
GRANTED BY SUCH GRANTOR, SECURING THE PAYMENT OF THE SECURED OBLIGATIONS; ALL
FILINGS AND OTHER ACTIONS (INCLUDING, WITHOUT LIMITATION, (A) ACTIONS NECESSARY
TO OBTAIN CONTROL OF COLLATERAL AS PROVIDED IN SECTIONS 9-104, 9-105, 9-106 AND
9-107 OF THE UCC AND (B) ACTIONS NECESSARY TO PERFECT THE COLLATERAL AGENT'S
SECURITY INTEREST WITH RESPECT TO COLLATERAL EVIDENCED BY A CERTIFICATE OF
TITLE) NECESSARY