ANY
UCC FINANCING STATEMENTS OR OTHER COLLATERAL DOCUMENTS DELIVERED TO
ADMINISTRATIVE AGENT OR COLLATERAL AGENT FOR FILING OR RECORDATION (BUT NOT YET
FILED OR RECORDED) AND THE PERIODIC FILING OF UCC CONTINUATION STATEMENTS IN
RESPECT OF UCC FINANCING STATEMENTS FILED BY OR ON BEHALF OF ADMINISTRATIVE
AGENT OR COLLATERAL AGENT.
100
(II)
ONCE EXECUTED AND DELIVERED PURSUANT TO THE TERMS OF
SECTION 6.7B, EACH MORTGAGE CREATES, AS SECURITY FOR THE OBLIGATIONS PURPORTED
TO BE SECURED THEREBY, A VALID AND ENFORCEABLE PERFECTED SECURITY INTEREST IN
AND MORTGAGE LIEN ON THE RESPECTIVE MORTGAGED PROPERTY IN FAVOR OF COLLATERAL
AGENT (OR SUCH OTHER TRUSTEE AS MAY BE REQUIRED OR DESIRED UNDER LOCAL LAW) FOR
THE BENEFIT OF THE SECURED PARTIES, SUPERIOR AND PRIOR TO THE RIGHTS OF ALL
THIRD PERSONS (EXCEPT THAT THE SECURITY INTEREST AND MORTGAGE LIEN CREATED ON
SUCH MORTGAGED PROPERTY MAY BE SUBJECT TO THE PERMITTED ENCUMBRANCES RELATED
THERETO) AND SUBJECT TO NO OTHER LIENS (OTHER THAN PERMITTED ENCUMBRANCES
RELATED THERETO).
B.
GOVERNMENTAL AUTHORIZATIONS.
NO AUTHORIZATION, APPROVAL OR OTHER
ACTION BY, AND NO NOTICE TO OR FILING WITH, ANY GOVERNMENTAL AUTHORITY OR
REGULATORY BODY IS REQUIRED FOR EITHER (I) THE PLEDGE OR GRANT BY ANY LOAN PARTY
OF THE LIENS PURPORTED TO BE CREATED IN FAVOR OF ADMINISTRATIVE AGENT OR
COLLATERAL AGENT PURSUANT TO ANY OF THE COLLATERAL DOCUMENTS OR (II) THE
EXERCISE BY ADMINISTRATIVE AGENT OR COLLATERAL AGENT OF ANY RIGHTS OR REMEDIES
IN RESPECT OF ANY COLLATERAL (WHETHER SPECIFICALLY GRANTED OR CREATED PURSUANT
TO ANY OF THE COLLATERAL DOCUMENTS OR CREATED OR PROVIDED FOR BY APPLICABLE
LAW), EXCEPT FOR FILINGS OR RECORDINGS CONTEMPLATED BY SECTION 5.14A AND EXCEPT
AS MAY BE REQUIRED, IN CONNECTION WITH THE DISPOSITION OF ANY PLEDGED
COLLATERAL, BY LAWS GENERALLY AFFECTING THE OFFERING AND SALE OF SECURITIES.
C.
ABSENCE OF THIRD-PARTY FILINGS.
EXCEPT SUCH AS MAY HAVE BEEN
FILED IN FAVOR OF ADMINISTRATIVE AGENT OR COLLATERAL AGENT AS CONTEMPLATED BY
SECTION 5.14A AND FILINGS FOR LIENS PERMITTED HEREUNDER, (I) NO EFFECTIVE UCC
FINANCING STATEMENT, FIXTURE FILING OR OTHER INSTRUMENT SIMILAR IN EFFECT
COVERING ALL OR ANY PART OF THE COLLATERAL IS ON FILE IN ANY FILING OR RECORDING
OFFICE (EXCEPT AS MAY HAVE BEEN FILED (A) TO SECURE INDEBTEDNESS WHICH IS NO
LONGER OUTSTANDING AND (B) WITH RESPECT TO COMMITMENTS TO LEND WHICH HAVE BEEN
TERMINATED) AND (II) NO EFFECTIVE FILING CONCERNING A SECURITY INTEREST OR OTHER
LIEN COVERING ALL OR ANY PART OF THE IP COLLATERAL MATERIAL TO THE COMPANY'S
BUSINESS IS ON FILE IN THE PTO OR THE UNITED STATES COPYRIGHT OFFICE.
D.
MARGIN REGULATIONS.
THE PLEDGE OF THE PLEDGED COLLATERAL PURSUANT
TO THE COLLATERAL DOCUMENTS DOES NOT VIOLATE REGULATION T, U OR X OF THE BOARD
OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM.
E.
INFORMATION REGARDING COLLATERAL.
ALL INFORMATION SUPPLIED TO
ADMINISTRATIVE AGENT OR COLLATERAL AGENT BY OR ON BEHALF OF ANY LOAN PARTY WITH
RESPECT TO ANY OF THE COLLATERAL (IN EACH CASE TAKEN AS A WHOLE WITH RESPECT TO
ANY PARTICULAR COLLATERAL) IS ACCURATE AND COMPLETE IN ALL