LIENS 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)
ALL MATERIAL EQUIPMENT AND SUBSTANTIALLY ALL INVENTORY OF
SUCH GRANTOR IS LOCATED AT A LOCATION AS TO WHICH SUCH GRANTOR HAS COMPLIED WITH
THE REQUIREMENTS OF SECTION 8(A).
SUCH GRANTOR HAS EXCLUSIVE POSSESSION AND
CONTROL OF ITS EQUIPMENT AND INVENTORY, OTHER THAN INVENTORY STORED AT ANY
LEASED PREMISES OR WAREHOUSE FOR WHICH A LANDLORD'S OR WAREHOUSEMAN'S AGREEMENT,
IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COLLATERAL AGENT, IS IN
EFFECT.
6
(D)
NONE OF THE RECEIVABLES OR AGREEMENT COLLATERAL IS EVIDENCED
BY A PROMISSORY NOTE OR OTHER INSTRUMENT THAT HAS NOT BEEN MADE AVAILABLE TO THE
COLLATERAL AGENT.
(E)
SUCH GRANTOR HAS NO INVESTMENT PROPERTY (OTHER THAN, IN THE
CASE OF INTERMEDIATE HOLDINGS, THE EQUITY INTERESTS OF THE BORROWER).
(F)
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,
ARE IN FULL FORCE AND EFFECT AND ARE BINDING UPON AND ENFORCEABLE AGAINST ALL
PARTIES THERETO IN ACCORDANCE WITH THEIR TERMS, IN EACH CASE EXCEPT AS WOULD NOT
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
THERE EXISTS NO
DEFAULT BY ANY GRANTOR UNDER ANY ASSIGNED AGREEMENT TO WHICH SUCH GRANTOR IS A
PARTY, OR, TO THE BEST KNOWLEDGE OF THE GRANTORS WITH RESPECT TO THE PARTIES
THERETO (OTHER THAN THE GRANTORS), BY ANY OTHER PARTY THERETO, IN EACH CASE
EXCEPT AS WOULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE
EFFECT.
(G)
SUCH GRANTOR HAS NO SECURITIES ACCOUNTS AND NO DEPOSIT
ACCOUNTS, OTHER THAN THOSE DEPOSIT ACCOUNTS (COLLECTIVELY, THE "PLEDGED
ACCOUNTS") LISTED ON SCHEDULE I HERETO AND ADDITIONAL PLEDGED ACCOUNTS AS TO
WHICH SUCH GRANTOR HAS COMPLIED WITH THE APPLICABLE REQUIREMENTS OF SECTIONS 4
AND 5.
(H)
SUCH GRANTOR IS NOT A BENEFICIARY OR ASSIGNEE UNDER ANY LETTER
OF CREDIT, OTHER THAN THE LETTERS OF CREDIT DESCRIBED IN SCHEDULE VII HERETO AND
ADDITIONAL LETTERS OF CREDIT AS TO WHICH SUCH GRANTOR HAS COMPLIED WITH THE
REQUIREMENTS OF SECTION 13.
(I)
THIS SECURITY 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, 9‐106 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 TO PERFECT THE SECURITY INTEREST