Common use of COLLATERAL, ETC Clause in Contracts

COLLATERAL, ETC. (i) Schedule 4.01(t) contains a complete and accurate description and list as of the Closing Date of the location, by state, county and street address and operating division, of all of the Real Property of the Borrower and its Subsidiaries, together with the lessors thereof, the status of any consent from the lessor with respect to any such Leasehold obtained or proposed to be obtained in connection with the Acquisition, any Loan Document or any Related Document. (ii) The Borrower or a Guarantor is the record and beneficial owner of all of the presently existing Collateral covered by (A) the Security Agreements, (B) the Pledge Agreements and (C) the Mortgages, in each case free and clear of all mortgages, deeds of trust, pledges, liens, security interests, options and other charges or encumbrances, except for those created or permitted by this Agreement, the Other Financing Documents and the Collateral Documents. (iii) The Borrower or a Guarantor has good, marketable and insurable fee simple title to all Real Property and a valid and indefeasible leasehold interest in all Leaseholds, free and clear of all liens, charges and encumbrances of every kind and character, except for those created or permitted by this Agreement, the Other Financing Documents and the Collateral Documents. (iv) Each Ground Lease (as defined in the Mortgages) is a valid and subsisting lease in full force and effect in accordance with the terms thereof; the Borrower or a Guarantor, as the case may be, is in possession of all Real Property and the Leaseholds constituting part of the Collateral and no material default by the Borrower or such Guarantor, as the case may be, exists and neither the Borrower nor any Guarantor has knowledge of any other default under such Ground Lease or other agreement relating to any Real Property or Leaseholds constituting part of the Collateral; and no lien, charge or encumbrance of any kind or character exists on or with respect to the Borrower's or the Guarantor's, as the case may be, interest in any such Real Property or Leasehold, other than Permitted Liens.

COLLATERAL, ETC. (i) No Borrower owns any real property, or leases any real property as lessee, or otherwise uses any real property in connection with its operations, except as set forth in Schedule 4.01(t) 7.R hereto, which contains a complete and accurate description and list as of the Closing Date of the locationdescription, by state, county owner/lessor and location (by street address and operating division, address) of all of the Real Property of the Borrower and its Subsidiariessuch owned, together with the lessors thereof, the status of any consent from the lessor with leased and/or used properties. With respect to any such Leasehold obtained or proposed to be obtained in connection with the Acquisition, any Loan Document or any Related Document.each Leasehold: (iii) The Borrower or a Guarantor is identified in the record and beneficial owner of all of the presently existing Collateral covered by (A) the Security Agreements, (B) the Pledge Agreements and (C) the Mortgages, in each case free and clear of all mortgages, deeds of trust, pledges, liens, security interests, options and other charges or encumbrances, except for those created or permitted by this Agreement, the Other Financing Documents and the Collateral Documents. (iii) The Borrower or a Guarantor Lease has good, marketable and insurable fee simple title to all Real Property and a valid and indefeasible leasehold interest in all Leaseholdsthe Leasehold, or other rights to use the Leasehold, free and clear of all liens, charges and encumbrances of every kind and character, Liens except for those created or permitted by this Agreement, the Other Financing Documents and the Collateral Documents.Permitted Liens; and (ivii) Each Ground Lease (as defined in the Mortgages) is a valid and subsisting lease in full force and effect in accordance with the terms thereof; , the Borrower or a Guarantor, as identified in the case may be, Lease is in possession of all Real Property and the Leaseholds constituting part of the Collateral Leasehold, and no material default by any Borrower exists under any Lease. One or more of the Borrower Borrowers are the record and/or beneficial owners of all presently existing Collateral, in each case free and clear of all Liens except Permitted Liens. The provisions of the Loan Documents are effective to create, in favor of the Agent, for its benefit and the ratable benefit of the Lenders, legal, valid and enforceable Liens in all right, title and interest of the Borrowers in any and all of the Collateral described therein, securing the Obligations from time to time outstanding, and upon all filings and recordings being duly made in the locations referred to in the applicable Loan Documents or the taking of possession of the Collateral by the Agent in accordance with the provisions of such GuarantorLoan Documents, each of such Loan Documents shall constitute, as of and after the case may beClosing Date, exists a fully perfected first priority Lien in all right, title and neither interest of the Borrower nor any Guarantor has knowledge of any other default under respective Borrowers in such Ground Lease or other agreement relating Collateral superior in right to any Real Property Liens, existing or Leaseholds constituting part of future, which the Collateral; and no lien, charge Borrowers or encumbrance of any kind creditors thereof or character exists on or with respect to the Borrower's or the Guarantor's, as the case may be, interest in any such Real Property or Leasehold, purchasers (other than Permitted Liens.purchasers of inventory in the ordinary course of business and purchasers of assets

COLLATERAL, ETC. (i) Schedule 4.01(t) The Borrower does not own any real property, or leases any real property as lessee, or otherwise uses any real property in connection with its operations, except as set forth in SCHEDULE 7.R hereto, which contains a complete and accurate description and list as of the Closing Date of the locationdescription, by state, county owner/lessor and location (by street address and operating division, address) of all of the Real Property of the Borrower and its Subsidiariessuch owned, together with the lessors thereof, the status of any consent from the lessor with leased and/or used properties. With respect to any such Leasehold obtained or proposed to be obtained in connection with the Acquisition, any Loan Document or any Related Document.each Leasehold: (iii) The Borrower or a Guarantor is the record and beneficial owner of all of the presently existing Collateral covered by (A) the Security Agreements, (B) the Pledge Agreements and (C) the Mortgages, in each case free and clear of all mortgages, deeds of trust, pledges, liens, security interests, options and other charges or encumbrances, except for those created or permitted by this Agreement, the Other Financing Documents and the Collateral Documents. (iii) The Borrower or a Guarantor has good, marketable and insurable fee simple title to all Real Property and a valid and indefeasible leasehold interest in all Leaseholdsthe Leasehold, or other rights to use the Leasehold, free and clear of all liens, charges and encumbrances of every kind and character, Liens except for those created or permitted by this Agreement, the Other Financing Documents and the Collateral Documents.Permitted Liens; and (ivii) Each Ground Lease (as defined in the Mortgages) is a valid and subsisting lease in full force and effect in accordance with the terms thereof; , the Borrower or a Guarantor, as the case may be, is in possession of all Real Property and the Leaseholds constituting part of the Collateral Leasehold, and no material default by the Borrower exists under any Lease. The Borrower is the record and/or beneficial owner of all presently existing Collateral, in each case free and clear of all Liens except Permitted Liens. The provisions of the Loan Documents are effective to create, in favor of the Lender, legal, valid and enforceable Liens in all right, title and interest of the Borrower in any and all of the Collateral described therein, securing the Obligations from time to time outstanding, and upon all filings and recordings being duly made in the locations referred to in the applicable Loan Documents or the taking of possession of the Collateral by the Lender in accordance with the provisions of such GuarantorLoan Documents, each of such Loan Documents shall constitute, as of and after the case may beClosing Date, exists a fully perfected first priority Lien in all right, title and neither interest of the Borrower nor in such Collateral superior in right to any Guarantor has knowledge Liens, existing or future, which the Borrower or any creditors thereof or purchasers (other than purchasers of inventory in the ordinary course of business and purchasers of assets the sale of which is permitted hereunder or under the applicable Loan Document) therefrom, or any other default under Person, may have against such Ground Lease Collateral or other agreement relating to any Real Property or Leaseholds constituting part of the Collateral; and no lieninterests therein, charge or encumbrance of any kind or character exists on or with respect except to the Borrower's or the Guarantor'sextent, as the case may beif any, interest in any such Real Property or Leasehold, other than otherwise resulting from a Permitted LiensLien.

COLLATERAL, ETC. (i) Schedule 4.01(t) No Borrower owns any real property, or leases any real property as lessee, except as set forth in SCHEDULE 7.R hereto, which contains a complete and accurate description and list as of the Closing Date of the locationdescription, by state, county owner and location (by street address and operating division, address) of all of the Real Property of the Borrower such owned and its Subsidiaries, together with the lessors thereof, the status of any consent from the lessor with leased properties. With respect to any such Leasehold obtained or proposed to be obtained in connection with the Acquisition, any Loan Document or any Related Document.each Leasehold: (iii) The Borrower or a Guarantor is identified in the record and beneficial owner of all of the presently existing Collateral covered by (A) the Security Agreements, (B) the Pledge Agreements and (C) the Mortgages, in each case free and clear of all mortgages, deeds of trust, pledges, liens, security interests, options and other charges or encumbrances, except for those created or permitted by this Agreement, the Other Financing Documents and the Collateral Documents. (iii) The Borrower or a Guarantor Lease has good, marketable and insurable fee simple title to all Real Property and a valid and indefeasible leasehold interest in all Leaseholdsthe Leasehold, free and clear of all liens, charges and encumbrances of every kind and character, Liens except for those created or permitted by this Agreement, the Other Financing Documents and the Collateral Documents.Permitted Liens; and (ivii) Each Ground Lease (as defined in the Mortgages) is a valid and subsisting lease in full force and effect in accordance with the terms thereof; , the Borrower or a Guarantor, as identified in the case may be, Lease is in possession of all Real Property and the Leaseholds constituting part of the Collateral Leasehold, and no material default by any Borrower exists under any Lease. One or more of the Borrower Borrowers are the record and/or beneficial owners of all presently existing Collateral, in each case free and clear of all Liens except Permitted Liens. The provisions of the Loan Documents are effective to create, in favor of the Agent, for its benefit and the ratable benefit of the Lenders, legal, valid and enforceable Liens in all right, title and interest of the Borrowers in any and all of the Collateral described therein, securing the Obligations from time to time outstanding, and upon all filings and recordings being duly made in the locations referred to in the applicable Loan Documents or the taking of possession of the Collateral by the Agent in accordance with the provisions of such GuarantorLoan Documents, each of such Loan Documents shall constitute, as of and after the case may beClosing Date, exists a fully perfected first priority Lien in all right, title and neither interest of the Borrower nor respective Borrowers in such Collateral superior in right to any Guarantor has knowledge Liens, existing or future, which the Borrowers or any creditors thereof or purchasers (other than purchasers of inventory in the ordinary course of business and purchasers of assets the sale of which is permitted hereunder or under the applicable Loan Document) therefrom, or any other default under Person, may have against such Ground Lease Collateral or other agreement relating to any Real Property or Leaseholds constituting part of the Collateral; and no lieninterests therein, charge or encumbrance of any kind or character exists on or with respect except to the Borrower's or the Guarantor'sextent, as the case may beif any, interest in any such Real Property or Leasehold, other than otherwise resulting from a Permitted LiensLien.

COLLATERAL, ETC. (i) Schedule 4.01(t4.01(s) contains a complete and accurate description and list as of the Closing Effective Date of the location, by state, county and street address and operating division, of all of the Real Property of the Borrower and its Subsidiaries, together with the lessors thereof, the status of any consent from the lessor with respect to any such Leasehold obtained or proposed to be obtained in connection with the Acquisition, any Loan Document or any Related Document. (ii) The Borrower or a Subsidiary Guarantor is the record and beneficial owner of all of the presently existing Collateral covered by (A) the Security AgreementsAgreement, and (B) the Pledge Agreements and (C) the Mortgages, in each case free and clear of all mortgages, deeds of trust, pledges, liens, security interests, options and other charges or encumbrances, except for Permitted Liens and those created or permitted by this Agreement, the Other Financing Documents Agreement and the Collateral Documents. (iii) The Borrower or a Subsidiary Guarantor has good, marketable and insurable fee simple title to all Real Property and a valid and indefeasible leasehold interest in all Leaseholds, free and clear of all liens, charges and encumbrances of every kind and character, except for Permitted Liens and those created or permitted by this Agreement, the Other Financing Documents Agreement and the Collateral Documents. (iv) Each Ground Mortgaged Lease (as defined in the Mortgages) is a valid and subsisting lease in full force and effect in accordance with the terms thereof; the Borrower or a Subsidiary Guarantor, as the case may be, is in possession of all Real Property and the Leaseholds constituting part of the Collateral and no material default by the Borrower or such Subsidiary Guarantor, as the case may be, exists and neither the Borrower nor any Subsidiary Guarantor has knowledge of any other default under such Ground Mortgaged Lease or other agreement relating to any Real Property or Leaseholds constituting part of the Collateral; and no lien, charge or encumbrance of any kind or character exists on or with respect to the Borrower's ’s or the Subsidiary Guarantor's’s, as the case may be, interest in any such Real Property or Leasehold, other than Permitted Liens.

COLLATERAL, ETC. (i) Schedule 4.01(t) contains a complete and accurate description and list as of the Closing Date of the location, by state, county and street address and operating division, of all of the Real Property of the Borrower and its Subsidiaries, together with the lessors thereof, the status of any consent from the lessor with respect to any such Leasehold obtained or proposed to be obtained in connection with the Acquisition, any Loan Document or any Related Document. (ii) The Borrower or a Guarantor is the record and beneficial owner of all of the presently existing Collateral covered by (A) the Security Agreements, (B) the Pledge Agreements and (C) the Mortgages, in each case free and clear of all mortgages, deeds of trust, pledges, liens, security interests, options and other charges or encumbrances, except for those created or permitted by this Agreement, the Other Financing Documents Agreement and the Collateral Documents. (iii) The Borrower or a Guarantor has good, marketable and insurable fee simple title to all Real Property and a valid and indefeasible leasehold interest in all Leaseholds, free and clear of all liens, charges and encumbrances of every kind and character, except for those created or permitted by this Agreement, the Other Financing Documents Agreement and the Collateral Documents. (iv) Each Ground Lease (as defined in the Mortgages) is a valid and subsisting lease in full force and effect in accordance with the terms thereof; the Borrower or a Guarantor, as the case may be, is in possession of all Real Property and the Leaseholds constituting part of the Collateral and no material default by the Borrower or such Guarantor, as the case may be, exists and neither the Borrower nor any Guarantor has knowledge of any other default under such Ground Lease or other agreement relating to any Real Property or Leaseholds constituting part of the Collateral; and no lien, charge or encumbrance of any kind or character exists on or with respect to the Borrower's or the Guarantor's, as the case may be, interest in any such Real Property or Leasehold, other than Permitted Liens.