FILINGS OF FORM UCC-1 (OR OTHER SIMILAR FILING, IF ANY) IN ALL
RELEVANT JURISDICTIONS AND DELIVERY OF ALL POSSESSORY COLLATERAL CREATE A FIRST
LIEN ON, AND SECURITY INTEREST IN (OR SIMILAR INTEREST IN RESPECT OF), ALL
RIGHT, TITLE AND INTEREST OF THE BORROWER AND SUCH CREDIT PARTIES IN ALL OF THE
COLLATERAL DESCRIBED THEREIN, SUBJECT TO NO OTHER LIENS OTHER THAN PERMITTED
LIENS.
EXCEPT FOR TITLED VEHICLES, VESSELS AND OTHER COLLATERAL WHICH MAY NOT
BE PERFECTED THROUGH THE FILING OF FINANCING STATEMENTS UNDER THE UNIFORM
COMMERCIAL CODE (OR
97
similar applicable law) of the appropriate jurisdiction (or similar filings in
each relevant jurisdiction) and which have an aggregate fair market value of
less than $5,000,000, and except for patents, trademarks, trade names and
copyrights to the extent perfection would require filing in any foreign
jurisdiction, all such Liens are perfected Liens (or similar legal status).
The
recordation in the United States Patent and Trademark Office and in the United
States Copyright Office of assignments for security made pursuant to the
Collateral Security Agreement will be effective, under Federal law, to perfect
the security interest granted to the Collateral Agent for the benefit of the
Secured Parties in the trademarks, patents and copyrights covered by such the
Collateral Security Agreement.
The recordation with the United States Surface
Transportation Board of assignments for security made pursuant to the Security
Agreement will be effective under Federal law, to create a valid first lien in
favor of the Collateral Agent in the railcars covered by the Collateral Security
Agreement
(B)
PLEDGED SECURITIES.
THE SECURITY INTERESTS
CREATED IN FAVOR OF THE COLLATERAL AGENT, AS PLEDGEE FOR THE BENEFIT OF THE
SECURED PARTIES UNDER THE COLLATERAL SECURITY AGREEMENT AND THE PLEDGE
AGREEMENT, CONSTITUTE PERFECTED SECURITY INTERESTS IN THE PLEDGED SECURITIES, IF
ANY, SUBJECT TO NO SECURITY INTERESTS OF ANY OTHER PERSON EXCEPT FOR THE LIENS
GRANTED UNDER OR PURSUANT TO THE COLLATERAL SECURITY AGREEMENT AND EXCEPT FOR
LIENS OF THE TYPES DESCRIBED IN CLAUSES (I) AND (VI) OF THE DEFINITION OF
"CUSTOMARY PERMITTED LIENS".
NO FILINGS OR RECORDINGS ARE REQUIRED IN ORDER TO
PERFECT THE SECURITY INTERESTS CREATED IN THE PLEDGED SECURITIES UNDER THE
COLLATERAL SECURITY AGREEMENT OTHER THAN WITH RESPECT TO FILINGS REQUIRED BY
APPLICABLE FOREIGN LAW AND UCC FINANCING STATEMENTS WITH RESPECT TO
UNCERTIFICATED PLEDGED SECURITIES.
(C)
REAL ESTATE COLLATERAL.
THE MORTGAGES
CREATE, AS SECURITY FOR THE OBLIGATIONS PURPORTED TO BE SECURED THEREBY, A VALID
AND ENFORCEABLE (AND UPON THE DUE RECORDING THEREOF UNDER APPLICABLE LAW)
PERFECTED SECURITY INTEREST IN AND LIEN ON ALL OF THE MORTGAGED PROPERTY
(INCLUDING, WITHOUT LIMITATION, ALL FIXTURES AND IMPROVEMENTS RELATING TO SUCH
MORTGAGED PROPERTY AND AFFIXED OR ADDED THERETO ON OR AFTER THE CLOSING DATE) IN
FAVOR OF THE COLLATERAL AGENT (OR SUCH OTHER AGENT OR TRUSTEE AS MAY BE NAMED
THEREIN) FOR THE BENEFIT OF THE SECURED PARTIES, SUPERIOR TO AND PRIOR TO THE
RIGHTS OF ALL THIRD PERSONS (EXCEPT THAT THE SECURITY INTEREST CREATED IN THE
MORTGAGED PROPERTY MAY BE SUBJECT TO THE PERMITTED LIENS