ISSUE ANY INSTRUCTIONS REGARDING THE
EXCESS FUNDS PAYMENTS TO THE DEPOSITORY.
(C)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN
THIS SECURITY AGREEMENT, NO PROVISION OF THIS SECURITY AGREEMENT SHALL BE
EFFECTIVE TO THE EXTENT THAT SUCH PROVISION (I) WOULD VIOLATE ANY LAW APPLICABLE
TO THE GRANTOR OR ANY SPECIFIED SUBSIDIARY; OR (II) WOULD RESULT IN A BREACH OR
TERMINATION PURSUANT TO THE TERMS OF, OR A DEFAULT UNDER, ANY OF THE SPECIFIED
SUBSIDIARIES' LOAN DOCUMENTS (AS THE SAME MAY BE AMENDED, RESTATED, OR OTHERWISE
MODIFIED TIME TO TIME) OR ANY OTHER DOCUMENTS ENTERED INTO IN CONNECTION WITH
THE REFINANCING, EXTENSION, RENEWAL, REFUNDING, REPAYMENT, PREPAYMENT,
REDEMPTION, DEFEASANCE, RETIREMENT OR ISSUANCE OF A SECURITY OR INDEBTEDNESS IN
EXCHANGE OR REPLACEMENT FOR THE INDEBTEDNESS EVIDENCED BY SUCH LOAN DOCUMENTS.
4.
REPRESENTATIONS AND WARRANTIES.
THE
GRANTOR HEREBY REPRESENTS AND WARRANTS THAT:
(A)
TITLE; NO OTHER LIENS.
EXCEPT FOR THE
LIENS GRANTED TO THE LENDER PURSUANT TO THIS SECURITY AGREEMENT, THE GRANTOR
OWNS EACH ITEM OF THE COLLATERAL FREE AND CLEAR OF ANY AND ALL LIENS OR CLAIMS
OF OTHERS.
NO SECURITY AGREEMENT, FINANCING STATEMENT OR OTHER PUBLIC NOTICE
WITH RESPECT TO ALL OR ANY PART OF THE COLLATERAL IS ON FILE OR OF RECORD IN ANY
PUBLIC OFFICE, EXCEPT SUCH AS MAY HAVE BEEN FILED IN FAVOR OF THE LENDER
PURSUANT TO THIS SECURITY AGREEMENT.
(B)
PERFECTED FIRST PRIORITY LIENS.
WHEN
FINANCING STATEMENTS HAVE BEEN FILED IN THE OFFICES IN THE JURISDICTION LISTED
IN SCHEDULE I, THE LIENS GRANTED PURSUANT TO THIS SECURITY AGREEMENT WILL
CONSTITUTE PERFECTED LIENS IN FAVOR OF THE LENDER IN THE COLLATERAL AS
COLLATERAL SECURITY FOR THE SECURED OBLIGATIONS, WHICH LIENS ARE PRIOR TO ALL
OTHER LIENS ON THE COLLATERAL CREATED BY THE GRANTOR AND IN EXISTENCE ON THE
DATE HEREOF AND WHICH ARE ENFORCEABLE AS SUCH AGAINST ALL CREDITORS OF AND
PURCHASERS FROM THE GRANTOR.
(C)
CHIEF EXECUTIVE OFFICE.
THE GRANTOR'S
CHIEF EXECUTIVE OFFICE AND CHIEF PLACE OF BUSINESS IS, AND FOR THE FOUR
(4) MONTHS PRECEDING THE DATE HAS BEEN, LOCATED AT THE PLACE SPECIFIED FOR SUCH
GRANTOR ON SCHEDULE I.
(D)
JURISDICTION OF ORGANIZATION.
THE GRANTOR,
A "REGISTERED ORGANIZATION" AS DEFINED IN THE CODE, IS SO DESIGNATED ON
SCHEDULE I AND IS ORGANIZED AS THE TYPE OF ENTITY, AS UNDER THE LAWS OF THE
JURISDICTION, SPECIFIED FOR SUCH GRANTOR ON SCHEDULE I.
(E)
NAME.
(I) THE EXACT LEGAL NAME OF THE
GRANTOR IS AS SPECIFIED ON SCHEDULE I; AND (II) THE GRANTOR HAS NOT DONE
BUSINESS UNDER A PREVIOUS NAME, ASSUMED NAME OR TRADE NAME.
(F)
INSURANCE POLICIES.
NONE OF THE
COLLATERAL CONSTITUTES AN INTEREST OR CLAIM IN OR UNDER ANY POLICY OF INSURANCE
OR CONTRACT FOR ANNUITY, EXCEPT TO THE EXTENT THE SAME CONSTITUTES PROCEEDS.
(G)
EXCESS FUNDS COLLECTION ACCOUNT.
THE EXCESS
FUNDS COLLECTION ACCOUNT IS LISTED ON SCHEDULE II, INCLUDING THE INSTITUTION AT
WHICH THE EXCESS FUNDS COLLECTION ACCOUNT IS ESTABLISHED, THE PURPOSE THEREOF,
THE NAME THEREON, AND THE ACCOUNT NUMBER THEREOF.
THE EXCESS FUNDS COLLECTION
ACCOUNT IS THE SOLE DEPOSIT ACCOUNT THAT HAS BEEN ESTABLISHED