Common use of Officer’s Certificate as to Collateral Clause in Contracts

Officer’s Certificate as to Collateral. The Agents shall have received a certificate of the Company that after giving effect to the initial Advance and use of proceeds thereof (A) the Company is the owner of the Collateral free and clear of any liens, claims or encumbrances of any nature whatsoever (other than any liens, claims or encumbrances that will be released concurrently with the initial Advance) except for Permitted Liens; (B) the Company has acquired its ownership in such Collateral in good faith without notice of any adverse claim, except as described in clause (A) above; (C) the Company has not assigned, pledged or otherwise encumbered any interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been or, concurrently with the initial Advance, will be released) other than Permitted Liens; (D) the Company has full right to grant a security interest in and assign and pledge such Collateral to the Collateral Agent; and (E) upon grant by the Company, the Collateral Agent has a first priority perfected security interest in the Collateral, subject to Permitted Liens.

Officer’s Certificate as to Collateral. The Agents shall have received a certificate of the Company that after giving effect to the initial Advance and use of proceeds thereof (A) the Company is the owner of the Collateral free and clear of any liens, claims or encumbrances of any nature whatsoever (other than any liens, claims or encumbrances that will be released concurrently with the - 42 - initial Advance) except for Permitted Liens; (B) the Company has acquired its ownership in such Collateral in good faith without notice of any adverse claim, except as described in clause (A) above; (C) the Company has not assigned, pledged or otherwise encumbered any interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been or, concurrently with the initial Advance, will be released) other than Permitted Liens; (D) the Company has full right to grant a security interest in and assign and pledge such Collateral to the Collateral Agent; and (E) upon grant by the Company, the Collateral Agent has a first priority perfected security interest in the Collateral, subject to Permitted Liens.