Collateral; Collateral Security. (a) Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan or other Collateral to any other Person, and Borrower is the sole owner of each Mortgage Loan or such other Collateral and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender hereunder. No Mortgage Loan or other Collateral pledged to Lender hereunder was acquired (by purchase or otherwise) by Borrower from an Affiliate of Borrower.
(b) The provisions of this Agreement are effective to create in favor of Agent, for the benefit of Lender, a valid security interest in all right, title and interest of Borrower in, to and under the Collateral.
(c) Upon the crediting of each Mortgage Note to the securities account within the meaning of Article 8 of the Uniform Commercial Code, of Agent, Agent shall have a fully perfected first priority security interest in the financial asset, within the meaning of Article 8 of the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Code.
(d) Upon the filing of financing statements on Form UCC-1 naming Agent as "Secured Party" and Borrower as "Debtor", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of Borrower in, to and under such Collateral which can be perfected by filing under the Uniform Commercial Code.
(e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies all of the conditions set forth in the definition of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1, and the representations and warranties set forth on Schedule 1 with respect to each such Eligible Mortgage Loan are true and correct.
(f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.
Collateral; Collateral Security. (a) Borrower has not assigned, pledged, or otherwise conveyed or encumbered any of the Collateral to any Person other than Lender, and immediately prior to the pledge of such Collateral, Borrower was the sole owner of its Collateral and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens that have been released or are to be released simultaneously with the Liens granted in favor of Lender hereunder and except for Permitted Property Liens.
(b) The provisions of this Loan Agreement are effective to create in favor of Lender a valid security interest in all right, title and interest of Borrower in, to and under the Collateral.
(c) Upon the filing (to the extent such interest can be perfected by filing under the Uniform Commercial Code) of financing statements on Form UCC-1 naming Lender as “Secured Party” and Borrower as “Debtor”, and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 5 attached hereto, the security interests and Liens granted hereunder in the Collateral will constitute fully perfected first-priority security interests under the Uniform Commercial Code in all right, title and interest of Borrower in, to and under such Collateral.
Collateral; Collateral Security. (i) Immediately prior to the sale of any Loan by Seller, Seller was the sole owner of such Loan and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the sale of the Loans to Buyer hereunder and no Person has any Lien on any Loan.
(ii) The provisions of this Agreement are effective to create in favor of Buyer a valid security interest in all right, title and interest of Seller in, to and under the Purchased Items.
(iii) Upon receipt by Custodian of each Note, endorsed in blank by a duly authorized officer of the Seller, Buyer shall have a fully perfected first priority security interest therein, in the Purchased Loan evidenced thereby and in Seller’s interest in the related Mortgaged Property.
(iv) Upon the filing of financing statements on Form UCC-1 naming Buyer as “Secured Party” and Seller as “Debtor”, and describing the Purchased Items, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Purchased Items will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of Seller in, to and under such Purchased Items, which can be perfected by filing under the Uniform Commercial Code.
Collateral; Collateral Security. 36 6.11 Chief Executive Office/Jurisdiction of Organization.......... 36 6.12 Location of Books and Records................................ 36 6.13 Regulatory Status............................................ 37 6.14 True and Complete Disclosure................................. 37 6.15
Collateral; Collateral Security. (a) Neither Borrower nor any Eligible Property Owner has assigned, pledged, or otherwise conveyed or encumbered any Collateral or any Property to any other Person (other than collateral assignments to Citibank pursuant to the Existing Agreement, which have been terminated), and (i) Borrower is the sole owner of the Collateral (other than the Collateral owned by the Parent SPE and the Eligible Property Owners), free and clear of all Liens other than Permitted Encumbrances and (ii) the related Eligible Property Owner is the sole owner of each Property and had good and marketable title thereto, free and clear of all Liens other than Permitted Encumbrances.
(b) Parent SPE has not assigned, pledged, or otherwise conveyed or encumbered any Borrower Pledged Equity to any other Person (other than collateral assignments to Citibank pursuant to the Existing Agreement, which have been terminated), and immediately prior to the pledge of any such Borrower Pledged Equity to Administrative Agent for the benefit of the Secured Parties, Parent SPE was the sole owner of such Borrower Pledged Equity and had good and marketable title thereto, free and clear of all Liens, except for Liens to be released simultaneously with the Liens granted in favor of Administrative Agent for the benefit of the Secured Parties under the Borrower Pledge Agreement, and no Person other than Administrative Agent and Lenders have any Lien on any Borrower Pledged Equity.
(c) Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Eligible Property Owner Pledged Equity to any other Person (other than collateral assignments to Citibank pursuant to the Existing Agreement, which have been terminated), and immediately prior to the pledge of any such Eligible Property Owner Pledged Equity to Administrative Agent, Borrower was the sole owner of such Eligible Property Owner Pledged Equity and had good and marketable title thereto, free and clear of all Liens, except for Liens to be released simultaneously with the Liens granted in favor of Administrative Agent for the benefit of the Secured Parties hereunder, and no Person other than Administrative Agent and Lenders have any Lien on any Eligible Property Owner Pledged Equity.
(d) The provisions of this Loan Agreement are effective to create in favor of Administrative Agent, for the benefit of the Secured Parties, a valid security interest in all right, title and interest of Borrower in, to and under the Collateral.
(e) Upon the filing o...
Collateral; Collateral Security. (A) If the Transactions are recharacterized as secured financings, the provisions of this Agreement are effective to create in favor of Buyer a valid security interest in all right, title and interest of Seller in, to and under the Collateral.
(B) Upon receipt by Custodian of each Mortgage Note, endorsed in blank by a duly authorized officer of Seller, Buyer shall have a fully perfected first priority security interest therein, in the Mortgage Loan evidenced thereby, and Seller's interest in the related Mortgaged Property.
(C) Financing Statements on Form UCC-1 having been filed naming Buyer as "Secured Party" and Seller as "Debtor", and describing the Collateral, the security interests granted hereunder in the Collateral (other than Mortgage Notes) will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of Seller in, to and under such Collateral, which can be perfected by filing under the Uniform Commercial Code.
Collateral; Collateral Security. 45 6.13 Chief Executive/Operating Offices.............................................................46 6.14 Location of Books and Records.................................................................46 6.15 True and Complete Disclosure..................................................................46 6.16 Liquidity.....................................................................................46 6.17 ERISA.........................................................................................46
Collateral; Collateral Security. (a) The Borrower has not assigned, pledged, or otherwise conveyed or encumbered the Eligible Collateral to any other person, and immediately prior to the granting of security over the Eligible Collateral to the Security Trustee, the Borrower was the sole owner of the Eligible Collateral and had good and marketable title thereto, free and clear of all security interests and other Encumbrances, in each case except for such security interests that were to be released simultaneously with the security interests which are to be granted in favour of the Security Trustee to secure the Secured Obligations. No Eligible Collateral granted by way of security to the Security Trustee under the Debenture or any other Finance Document was acquired (by purchase or otherwise) by the Borrower or from one of its Affiliates.
(b) The provisions of the Debenture and the other Finance Documents are effective to create in favour of the Security Trustee a valid security interest in all right, title and interest of the Borrower in, to and under the Eligible Collateral.
Collateral; Collateral Security. 28 6.11 Chief Executive Office/Jurisdiction of Organization.............29 6.12
Collateral; Collateral Security. 46 6.14 Chief Executive/Operating Offices..............................................................46 6.15 Location of Books and Records..................................................................46
