Common use of Matters Concerning Collateral Clause in Contracts

Matters Concerning Collateral. (a) The execution and delivery by the Borrower and each Guarantor of the Security Documents to which they are a party, together with the actions taken on or prior to the date hereof pursuant to Section 4.1(e), are effective to create and do create in favor of the Agent for the ratable benefit of the Lenders and the Agent, as security for the Secured Obligations (as defined in the applicable Security Document in respect of any Collateral), a valid, perfected and enforceable Lien on such Collateral, prior and superior in right to any other Person except for Permitted Liens and Liens specifically disclosed in Schedule 3 attached hereto, and all filings and other actions necessary or desirable to perfect and maintain the perfection and first priority status of such Liens have been duly made or taken and remain in full force and effect, other than the filing of any UCC financing statements and the periodic filing of UCC continuation statements in respect of UCC financing statements filed by or on behalf of the Agent or any Lender. (b) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority is necessary or required for either (i) the grant by the Borrower or any Guarantor of the Liens purported to be created in favor of the Agent for the ratable benefit of the Lenders and the Agent pursuant to any of the Security Documents to which it or such Guarantor is a party or (ii) the exercise by the Agent or any Lender of any rights or remedies in respect of the Collateral described in any of such Security Documents (whether specifically granted or created pursuant to any of such Security Documents or created or provided for by applicable law), except for filings or recordings contemplated by subsection (a) above. (c) Except as such as may have been filed in favor of the Agent or any Lender as contemplated by subsection (a) above and in respect of Liens permitted under Section 7.7, no effective UCC financing statement, fixture filing or other instrument similar in effect covering all or any part of the Collateral described in any of the Security Documents to which the Borrower or any Guarantor is a party is on file in any filing or recording office. (d) All representations and warranties of the Borrower and each Guarantor contained in the Security Documents to which it or such Guarantor is a party are true and correct, and all information supplied to the Agent or any Lender by or on behalf of the Borrower and each Guarantor with respect to the Collateral is accurate and complete in all material respects.

Matters Concerning Collateral. (a) The execution and delivery by the Borrower and each Guarantor of the Security Documents to which they are a partyDocuments, together with the actions taken on or prior to the date hereof pursuant to Section 4.1(e4.1(f), are effective to create and do create in favor of the Agent for the ratable benefit of the Lenders and the Agent, as security for the Secured Obligations (as defined in the applicable Security Document in respect of any Collateral), a valid, perfected and enforceable Lien on such Collateral, prior and superior in right to any other Person except for Permitted Liens and Liens specifically disclosed in Schedule 3 attached hereto, and all filings and other actions necessary or desirable to perfect and maintain the perfection and first priority status of such Liens have been duly made or taken and remain in full force and effect, other than the filing of any UCC financing statements and the periodic filing of UCC continuation statements in respect of UCC financing statements filed by or on behalf of the Agent or any Lender. (b) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority is necessary or required for either (i) the grant by the Borrower or any Guarantor of the Liens purported to be created in favor of the Agent for the ratable benefit of the Lenders and the Agent pursuant to any of the Security Documents to which it or such Guarantor is a party or (ii) the exercise by the Agent or any Lender of any rights or remedies in respect of the Collateral described in any of such Security Documents (whether specifically granted or created pursuant to any of such Security Documents or created or provided for by applicable law), except for filings or recordings contemplated by subsection (a) above. (c) Except as such as may have been filed in favor of the Agent or any Lender as contemplated by subsection (a) above and in respect of Liens permitted under Section 7.7, no effective UCC financing statement, fixture filing or other instrument similar in effect covering all or any part of the Collateral described in any of the Security Documents to which the Borrower or any Guarantor is a party is on file in any filing or recording office. (d) All representations and warranties of the Borrower and each Guarantor contained in the Security Documents to which it or such Guarantor is a party are true and correct, and all information supplied to the Agent or any Lender by or on behalf of the Borrower and each Guarantor with respect to the Collateral is accurate and complete in all material respects.

Matters Concerning Collateral. (a) The execution and delivery of the Deed of Trust by the Borrower and each Guarantor of the Security Documents to which they are a partyBorrower, together with the actions taken on or prior to the date hereof pursuant to Section 4.1(e4.01(b), are effective to create and do create in favor of --------------- the Agent for the ratable benefit of the Lenders and the AgentLenders, as security for the Secured Obligations (as defined in the applicable Security Document in respect of any Collateral), a valid, perfected and enforceable Lien on such the Collateral, prior and superior in right to any other Person except for Permitted Liens and Liens specifically disclosed in Schedule 3 attached heretoPerson, and all filings and other actions necessary or desirable to perfect and maintain the perfection and first priority status of such Liens have been duly made or taken and remain in full force and effect, other than the filing of any UCC Uniform Commercial Code financing statements and the periodic filing of UCC Uniform Commercial Code continuation statements in respect of UCC Uniform Commercial Code financing statements filed by or on behalf of the Agent or any LenderAgent. (b) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority is necessary or required for either (i) the grant by the Borrower or any Guarantor of the Liens purported to be created in favor of the Agent for the ratable benefit of the Lenders and the Agent pursuant to any of the Security Documents to which it or such Guarantor is a party or (ii) the exercise by the Agent or any Lender of any rights or remedies in respect of the any Collateral described in any of such Security Documents (whether specifically granted or created pursuant to any of such the Security Documents or created or provided for by applicable law), except for filings or recordings contemplated by subsection (a) above. (c) Except as such as may have been filed in favor of the Agent or any Lender as contemplated by subsection (a) above and in respect of Liens permitted under Section 7.77.01, no effective UCC Uniform Commercial Code financing statement, fixture ------------ filing or other instrument similar in effect covering all or any part of the Collateral described in any of the Security Documents to which the Borrower or any Guarantor is a party is on file in any filing or recording office. (d) All representations and warranties of the Borrower and each Guarantor contained in the Security Documents to which it or such Guarantor is a party and in the Certificate and Indemnity Agreement are true and correct, and all information supplied to the Agent or any Lender by or on behalf of the Borrower and each Guarantor any Loan Party with respect to the Collateral is accurate and complete in all material respects.

Matters Concerning Collateral. (a) The execution and delivery by the Borrower and each Guarantor of the Security Documents to which they are it is a party, together with the actions taken on or prior to the date hereof pursuant to Section 4.1(e4.1(j), are effective to create and do create in favor of the Agent for the ratable benefit of the Lenders and the AgentLender, as security for the Secured Obligations (as defined in the applicable Security Document in respect of any Collateral), a valid, perfected and enforceable Lien on such Collateral, prior and superior in right to any other Person except for Permitted Liens and Liens specifically disclosed in Schedule 3 13 attached hereto, and all filings and other actions necessary or desirable to perfect and maintain the perfection and first priority status of such Liens have been duly made or taken and remain in full force and effect, other than the filing of any UCC financing statements and the periodic filing of UCC continuation statements in respect of UCC financing statements filed by or on behalf of the Agent or any Lender. (b) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority is necessary or required for either (i) the grant by the Borrower or any Guarantor of the Liens purported to be created in favor of the Agent for the ratable benefit of the Lenders and the Agent Lender pursuant to any of the Security Documents to which it Borrower or such Guarantor is a party or (ii) the exercise by the Agent or any Lender of any rights or remedies in respect of the Collateral described in any of such Security Documents (whether specifically granted or created pursuant to any of such Security Documents or created or provided for by applicable law), except for filings or recordings contemplated by subsection (a) above. (c) Except as such as may have been filed in favor of the Agent or any Lender Xxxxxx as contemplated by subsection (a) above (including UCC financing statements and fixture filings filed prior to the date hereof naming Borrower or any Guarantor as debtor and Lender as secured party) and in respect of Liens permitted under Section 7.7, no effective UCC financing statement, fixture filing or other instrument similar in effect covering all or any part of the Collateral described in any of the Security Documents to which the Borrower or any Guarantor Subsidiary is a party is on file in any filing or recording office. (d) All representations and warranties of the Borrower and each Guarantor contained in the Security Documents to which it or such Guarantor is a party are true and correct, and all information supplied to the Agent or any Lender by or on behalf of the Borrower and each Guarantor with respect to the Collateral is accurate and complete in all material respects.