Assets and Collateral Clause Samples

Assets and Collateral. (a) The Loan Parties and their respective Subsidiaries have good, valid and marketable title all of the properties and assets reflected as owned in the most recent applicable Guarantor Public Documents (subject to dispositions in compliance with Section 7.7 of the Original Agreement). Schedule 5.5 correctly shows the legal owners of the Properties. None of the properties and assets of any of the Loan Parties or any of their respective Subsidiaries is subject to any Liens other than Permitted Liens, and there are no facts, circumstances or conditions known to the Issuers that are reasonably likely to result in any Liens other than Permitted Liens against any such properties or assets. No financing statement or other public notice with respect to its assets is on file or of record in any public office, except filings evidencing Permitted Liens and filings for which termination statements have been delivered to the Collateral Agent with authorization for Issuers, Purchasers and the Collateral Agent to file from the secured party. All of the Equity Interests owned by each Issuer are free and clear of any and all Liens or claims of others. Notwithstanding anything in the Loan Documents to the contrary, the Collateral Agent shall have no responsibility for the preparation, filing or recording of any instrument, document or financing statement or for the perfection or maintenance of any security interest created hereunder.

Assets and Collateral. 50 Section 3.11. Subsidiaries, Other Ventures, Loans and Other Investments..........53 Section 3.12. Relationship of the Borrowers......................................54 Section 3.13. [Intentionally Omitted]............................................53 Section 3.14. Federal Reserve Regulations, No Restriction on Borrowing, Etc....

Assets and Collateral. Lender has received legal, valid, binding, enforceable and perfected security interests in and to the Collateral pursuant to this Agreement and the other Loan Documents. No part of the Collateral is subject to any Lien (as defined below) or any adverse claim of any kind whatsoever, except for any Permitted Lien (as defined below) Lien hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or other security agreement or preferential arrangement of any kind or nature whatsoever.

Assets and Collateral. Reinsurer is the holder and legal and beneficial owner of, and has good title to, the Collateral. Reinsurer has full power and authority and the unconditional right to grant to Ceding Company the security interests respecting the Collateral contemplated by the Secured Note and/or the other Transaction Documents (as defined in the Secured Note). Ceding Company has received legal, valid, binding, enforceable and perfected security interests in and to the Collateral pursuant to the Secured Note and the other Transaction Documents (as defined in the Secured Note). No part of the Collateral is subject to any Lien or any adverse claim of any kind whatsoever, except those in favor of Ceding Company.

Assets and Collateral. Lender has received legal, valid, binding, enforceable and perfected security interests in and to the Collateral pursuant to this Agreement and the other Loan Documents. No part of the Collateral is subject to any Lien (as defined below) or any adverse claim of any kind whatsoever, except those in favor of Lender and Permitted Liens. “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or other security agreement or preferential arrangement of any kind or nature whatsoever. 3

Assets and Collateral. (a) The Borrowers are the holders and severally are the legal and beneficial owners of, and have good title to: (i) the Collateral; and (ii) all of the other assets and properties of the Borrowers (A) that are owned by such Borrowers and are reflected on the most recent report or financial statement furnished to the Banks or (B) subsequently acquired, excluding, however, such assets and properties as may have been sold or otherwise disposed of (1) in the ordinary course of business prior to the date of this Agreement or (2) as permitted by this Agreement after the date hereof. Each Borrower has full corporate power and authority and the unconditional right to grant to the Administrative Agent (for the benefit of all of the Banks) the security interests respecting the Collateral contemplated in this Agreement and the other Loan Instruments. The Administrative Agent (for the benefit of all of the Banks) has received legal, valid, binding and enforceable security interests in and to the Collateral pursuant to this Agreement and the other Loan Instruments which security interests shall be perfected upon the delivery of the certificated Pledged Securities and the filing of any requisite Uniform Commercial Code financing statements. No property of any Borrower is subject to any Lien or any adverse claim (other than any claim of any party to a Contract made thereunder) of any kind whatsoever, except (x) those in favor of the Administrative Agent (for the benefit of all of the Banks) under the Loan Instruments, (y) those permitted by Section 6.04 hereof (if any), and (z) those described in Schedule 3.10 (a) annexed hereto.