Common use of Collateral; Collateral Security Clause in Contracts

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. (a) Neither Borrower has not assigned, pledged, or nor otherwise conveyed or encumbered any of the Collateral to any Person other than LenderPerson, and immediately prior to the pledge of any such Collateral, such Borrower was the sole owner of its such 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 the Lender hereunder and except for Permitted Property Liensno Person other than such Borrower has any Lien on any Collateral. (b) The provisions of this Loan Warehouse Agreement are effective to create in favor of the Lender a valid security interest in all right, title and interest of Borrower the Borrowers in, to and under the Collateral. (c) Upon receipt by the Custodian of each Mortgage Note, endorsed in blank by a duly authorized officer of the applicable Borrower, the Lender shall have a fully perfected first priority security interest therein, in the Mortgage Loan evidenced thereby and in such Borrower's interest in the related Mortgaged Property. (d) 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 the Lender as “"Secured Party” " and the applicable Borrower as “"Debtor”", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 5 3 attached hereto, the security interests and Liens granted hereunder in the Collateral will constitute fully perfected first-first priority security interests under the Uniform Commercial Code in all right, title and interest of such Borrower in, to and under such Collateral, which can be perfected by filing under the Uniform Commercial Code.

Collateral; Collateral Security. (a) The Borrower has not assigned, pledged, or otherwise conveyed or encumbered any of the Collateral Mortgage Loan to any Person other than LenderPerson, and immediately prior to the pledge of such CollateralMortgage Loan, the Borrower was the sole owner of its Collateral such Mortgage Loan 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 the Lender hereunder and except for Permitted Property Lienshereunder. (b) The provisions of this Loan Agreement are effective to create in favor of the Lender a valid security interest in all right, title and interest of the Borrower in, to and under the Collateral. (c) Upon receipt by the Custodian of each Mortgage Note, endorsed in blank by a duly authorized officer of the Borrower, the Lender shall have a fully perfected first priority security interest therein, in the Mortgage Loan evidenced thereby and in the Borrower's interest in the related Mortgaged Property. (d) 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 the Lender as “"Secured Party” " and the Borrower as “"Debtor”", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 5 2 attached hereto, the security interests and Liens granted hereunder in the Collateral will constitute fully perfected first-first priority security interests under the Uniform Commercial Code in all right, title and interest of the Borrower in, to and under such Collateral, which can be perfected by filing under the Uniform Commercial Code.

Collateral; Collateral Security. (a) The Borrower has not assigned, pledged, or otherwise conveyed or encumbered any of the Collateral Mortgage Loan to any Person other than LenderPerson, and immediately prior to the pledge of any such CollateralMortgage Loan, the Borrower was the sole owner of its Collateral such Mortgage Loan 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 the Lender hereunder and except for Permitted Property Liensno Person other than the Borrower has any Lien on any Mortgage Loan. (b) The provisions of this Loan Agreement are effective to create in favor of the Lender a valid security interest in all right, title and interest of the Borrower in, to and under the Collateral. (c) Upon receipt by the Custodian of each Mortgage Note, endorsed in blank by a duly authorized officer of the Borrower, the Lender shall have a fully perfected first priority security interest therein, in the Mortgage Loan evidenced thereby and in the Borrower's interest in the related Mortgaged Property. (d) 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 the Lender as “"Secured Party” " and the Borrower as “"Debtor”", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 5 2 attached hereto, the security interests and Liens granted hereunder in the Collateral will constitute fully perfected first-first priority security interests under the Uniform Commercial Code in all right, title and interest of the Borrower in, to and under such Collateral, which can be perfected by filing under the Uniform Commercial Code.

Collateral; Collateral Security. (a) The Borrower has not assigned, pledged, or otherwise conveyed or encumbered any of the Collateral to any Person other than the Lender, and immediately prior to the pledge of such Collateral, the Borrower was the sole owner of its the 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 the Lender hereunder and except for Permitted Property Lienshereunder. (b) The provisions of this Loan Agreement are effective to create in favor of the Lender a valid security interest in all right, title and interest of the Borrower in, to and under the Collateral. (c) Upon (i) receipt by the Custodian of each Mortgage Note, Mezzanine Note, certificate or instrument evidencing a Security or a Participation Certificate (ii) 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 the Lender as “"Secured Party” " and the Borrower as “"Debtor”", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 5 7 attached hereto, (iii) the taking of possession of the certificates representing any pledged equity interests under a Mezzanine Loan, and (iv) the taking of such other actions with respect to the Assets as the Borrower shall have notified the Lender, the security interests and Liens granted hereunder in the Collateral will constitute fully perfected first-first- priority security interests under the Uniform Commercial Code or applicable state real property law, as the case may be, in all right, title and interest of the Borrower in, to and under such Collateral.

Collateral; Collateral Security. (a) The Borrower has not assigned, pledged, or otherwise conveyed or encumbered any of the Collateral to any Person other than the Lender, other than the security interest in favor of ContiTrade Services L.L.C. and Greenwich Capital Markets, Inc. pursuant to the Significant Documents, and immediately prior to the pledge of such Collateral, the Borrower was the sole owner of its the 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 the Lender hereunder and except for Permitted Property Lienshereunder. No Pledged Mortgage Loan was acquired by the Borrower from an Affiliate of the Borrower. (b) The provisions of this Loan Agreement are effective to create in favor of the Lender a valid security interest in all right, title and interest of the Borrower in, to and under the Collateral. (c) Upon receipt by the Custodian of each Mortgage Note (or, in the case of a Wet-Ink Mortgage Loan, upon notice to the related Settlement Agent of the security interest of the Lender in such Wet-Ink Mortgage Loan and the funding thereof by the Lender), and 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 the Lender as “"Secured Party” " and the Borrower as “"Debtor”", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 5 2 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 (and of first priority, except for the Collateral described in Section 4.01(b)(x)) in all right, title and interest of the Borrower in, to and under such Collateral.

Collateral; Collateral Security. (a) Except for Liens on the Collateral created pursuant to the U.S. Bank Financing Documents that have been released or are to be released simultaneously with the Liens granted in favor of the Lender hereunder, the Borrower has not assigned, pledged, or otherwise conveyed or encumbered any of the Collateral to any Person other than the Lender, and immediately prior to the pledge of such Collateral, the Borrower was the sole owner of its the 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 the Lender hereunder and except for Permitted Property Lienshereunder. (b) The provisions of this Loan Agreement are effective to create in favor of the Lender a valid security interest in all right, title and interest of the Borrower in, to and under the Collateral. (c) Upon (i) receipt by the Custodian of each Mortgage Note endorsed in blank by a duly authorized officer of the Borrower, and (ii) 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 the Lender as “"Secured Party” " and the Borrower as “"Debtor”", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 5 2 attached hereto, in both instances, 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 the Borrower in, to and under such Collateral.

Collateral; Collateral Security. (a) The Borrower has not assigned, pledged, or otherwise conveyed or encumbered any of the Collateral to any Person other than the Lender, and immediately prior to the pledge of such CollateralContract, the Borrower was the sole owner of its the 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 the Lender hereunder and except for Permitted Property Lienshereunder. (b) The provisions of this Loan Agreement are effective to create in favor of the Lender a valid first priority security interest in all right, title and interest of the Borrower in, to and under the Collateral. (c) Upon receipt by the Custodian of each Contract File, and 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 the Lender as “"Secured Party” " and the Borrower as “"Debtor”", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 5 2 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 the Borrower in, to and under such Collateral, which can be perfected by filing or possession under the Uniform Commercial Code.

Collateral; Collateral Security. (a) No Mortgage Loan pledged to the Lender hereunder was acquired (by purchase or otherwise) by the Borrower has not assigned, pledged, or otherwise conveyed or encumbered any from an Affiliate 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 LiensBorrower. (b) The provisions of this Loan Agreement are effective to create in favor of the Lender a valid security interest in all right, title and interest of the Borrower in, to and under the Collateral. (c) Upon receipt by the Custodian of each Mortgage Note, endorsed in blank by a duly authorized officer of the Borrower, the Lender shall have a fully perfected first priority security interest therein, in the Mortgage Loan evidenced thereby and in the Borrower's interest in the related Mortgaged Property. (d) 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 the Lender as “"Secured Party” " and the Borrower as “"Debtor”", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 5 2 attached hereto, the security interests and Liens granted hereunder in the Collateral will constitute fully perfected first-first priority security interests under the Uniform Commercial Code in all right, title and interest of the Borrower in, to and under such CollateralCollateral which can be perfected by filing under the Uniform Commercial Code.

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 Lienshereunder. (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 (i) receipt by Custodian of each Mortgage Note, endorsed in blank by a duly authorized officer of Borrower and (ii) the issuance by Custodian to Lender of a Trust Receipt therefor, Lender shall have a fully perfected first priority security interest therein, in the Mortgage Loan evidenced thereby and in Borrower's interest in the related Mortgaged Property. (d) 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 3 attached hereto, the security interests and Liens granted hereunder in the Collateral will constitute fully perfected first-first priority security interests under the Uniform Commercial Code in all right, title and interest of Borrower in, to and under such CollateralCollateral which can be perfected by filing under the Uniform Commercial Code.

Collateral; Collateral Security. (a) Neither Borrower has not assigned, pledged, or nor otherwise conveyed or encumbered any of the Collateral to any Person other than LenderPerson, and immediately prior to the pledge of any such Collateral, such Borrower was the sole owner of its such 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 the Lender hereunder and except for Permitted Property Liensno Person other than such Borrower has any Lien on any Collateral. (b) The provisions of this Loan Warehouse Agreement are effective to create in favor of the Lender a valid security interest in all right, title and interest of Borrower the Borrowers in, to and under the Collateral. (c) Upon receipt by the Custodian of each Mortgage Note, endorsed in blank by a duly authorized officer of the applicable Borrower, the Lender shall have a fully perfected first priority security interest therein, in the Mortgage Loan evidenced thereby and in such Borrower’s interest in the related Mortgaged Property. (d) 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 the Lender as “Secured Party” and the applicable Borrower as “Debtor”, and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 5 3 attached hereto, the security interests and Liens granted hereunder in the Collateral will constitute fully perfected first-first priority security interests under the Uniform Commercial Code in all right, title and interest of such Borrower in, to and under such Collateral, which can be perfected by filing under the Uniform Commercial Code.

Collateral; Collateral Security. (a) No Borrower has not assigned, pledged, or otherwise conveyed or encumbered any of the Mortgage Loan or other Collateral to any Person other than LenderPerson, and immediately prior to the pledge of such Collateraleach Mortgage Loan or any other Collateral to the Agent, a Borrower was the sole owner of its such 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 that have been released or are to be released simultaneously with the Liens granted in favor of the Agent, for the benefit of the Lender hereunder and except for Permitted Property Lienshereunder. (b) The provisions of this Loan Agreement are effective to create in favor of Lender the Agent, for the benefit of the Lender, a valid security interest in all right, title and interest of each Borrower in, to and under the Collateral. (c) Upon receipt by the Custodian of each Mortgage Note, endorsed in blank by a duly authorized officer of the relevant Borrower, the Agent shall have a fully perfected first priority security interest therein, in the Mortgage Loan evidenced thereby and in the relevant Borrower’s interest in the related Mortgaged Property. (d) 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 the Agent as “Secured Party” and each Borrower as “Debtor”, ” and describing the Collateral, Collateral in the jurisdictions and recording offices listed on Schedule 5 2 attached hereto, the security interests and Liens granted hereunder in the Collateral will continue to constitute fully perfected first-first priority security interests under the Uniform Commercial Code in all right, title and interest of Borrower the Borrowers in, to and under such CollateralCollateral which can be perfected by filing under the Uniform Commercial Code.

Collateral; Collateral Security. (a) The Borrower has not assigned, pledged, or otherwise conveyed or encumbered any of the Mortgage Loan or other Collateral to any Person other than LenderPerson, and immediately prior to the pledge of such CollateralMortgage Loan or any other Collateral to the Lender, the Borrower was the sole owner of its such 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 that have been released or are to be released simultaneously with the Liens granted in favor of the Lender hereunder and except for Permitted Property Lienshereunder. (b) The provisions of this Loan Agreement are effective to create in favor of the Lender a valid security interest in all right, title and interest of the Borrower in, to and under the Collateral. (c) Upon receipt by the Custodian of each Mortgage Note, endorsed in blank by a duly authorized officer of the Borrower, the Lender shall have a fully perfected first priority security interest therein, in the Mortgage Loan evidenced thereby and in the Borrower's interest in the related Mortgaged Property. (d) 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 the Lender as “"Secured Party” " and the Borrower as “"Debtor”", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 5 2 attached hereto, the security interests and Liens granted hereunder in the Collateral will constitute fully perfected first-first priority security interests under the Uniform Commercial Code in all right, title and interest of the Borrower in, to and under such CollateralCollateral which can be perfected by filing under the Uniform Commercial Code.

Collateral; Collateral Security. (a) The Borrower has not assigned, pledged, or otherwise conveyed or encumbered any of the Collateral Mortgage Loan to any Person other than LenderPerson, and immediately prior to the pledge of such CollateralMortgage Loan to the Lender, the Borrower was the sole owner of its Collateral such Mortgage Loan 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 the Lender hereunder and except for Permitted Property Lienshereunder. (b) The provisions of this Loan Agreement are effective to create in favor of the Lender a valid security interest in all right, title and interest of the Borrower in, to and under the Collateral. (c) Upon receipt by the Custodian of each Mortgage Note, endorsed in blank by a duly authorized officer of the Borrower, the Lender shall have a fully perfected first priority security interest therein, in the Mortgage Loan evidenced thereby and in the Borrower's interest in the related Mortgaged Property. (d) 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 the Lender as “"Secured Party” " and the Borrower as “"Debtor”", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 5 2 attached hereto, the security interests and Liens granted hereunder in the Collateral will constitute fully perfected first-first priority security interests under the Uniform Commercial Code in all right, title and interest of the Borrower in, to and under such CollateralCollateral which can be perfected by filing under the Uniform Commercial Code.

Collateral; Collateral Security. (a) The Borrower has not assigned, pledged, or otherwise conveyed or encumbered any of the Collateral Mortgage Loan to any Person other than LenderPerson, and immediately prior to the pledge of such CollateralMortgage Loan, the Borrower was the sole owner of its Collateral such Mortgage Loan 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 the Lender hereunder and except for Permitted Property Lienshereunder. (b) The provisions of this Loan Agreement are effective to create in favor of the Lender a valid security interest in all right, title and interest of the Borrower in, to and under the Collateral. (c) Upon receipt by the Custodian of each Mortgage Note, endorsed in blank by a duly authorized officer of the Borrower, the Lender shall have a fully perfected first priority security interest therein, in the Mortgage Loan evidenced thereby and in the Borrower's interest in the related Mortgaged Property. (d) 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 the Lender as “"Secured Party” " and the 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.and

Collateral; Collateral Security. (ai) Borrower has not assigned, pledged, pledged or otherwise conveyed or encumbered any of the Collateral Pledged Shares to any other Person other than Lender(except for Permitted Liens and Liens to be released on or prior to the Closing Date), and immediately prior to the pledge of such Collateralthe Pledged Shares to Agent, Borrower was the sole owner of its Collateral the Pledged Shares and had good and marketable title thereto, free and clear of all Liens, in each case except for (a) Liens that have been released or are to be released simultaneously with prior to or on the Liens granted in favor of Lender hereunder Closing Date and except for (b) Permitted Property Liens. (bii) The provisions of this Loan Agreement are effective to create in favor of Lender Agent a valid security interest in all right, title and interest of Borrower in, to and under the Collateral. (ciii) 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 Agent as “Secured Party” and Borrower as “Debtor”, and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 5 attached hereto5.18B, the security interests and Liens granted hereunder in the Collateral will constitute fully perfected first-first priority security interests under the Uniform Commercial Code UCC in all right, title and interest of Borrower in, to and under such Collateral, which can be perfected by filing under the UCC. (iv) Borrower hereby makes the representations and warranties set forth in Annex II with respect to the Pledged Shares. (v) Except as provided in the Company LLC Agreement, NCI has not assigned, pledged or otherwise conveyed or encumbered the Membership Interest or any right therein, or with respect thereto, to any Person.

Collateral; Collateral Security. (a) Borrower has not No Mortgage Asset is assigned, pledged, or otherwise conveyed or encumbered any of by the Collateral Borrower to any Person other than Lenderthe Lender and CIT on a subordinated basis as contemplated herein, and immediately prior to the pledge of such CollateralMortgage Asset to the Lender, the Borrower was the sole owner of its Collateral such Mortgage Asset 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 the Lender. No Mortgage Asset pledged to the Lender hereunder and except for Permitted Property Lienswas acquired by the Borrower from an Affiliate of the Borrower. (b) The After entry of the Interim Order or the Final Order, as applicable, the provisions of this Loan Agreement are effective to create in favor of the Lender a valid security interest in all right, title and interest of the Borrower in, to and under the Collateral. (c) Upon entry of the filing Interim Order or the Final Order, as applicable: (i) the Lender shall have a first priority perfected security interest with respect to the extent such Primary Collateral; (ii) the Lender shall have a second priority perfected security interest can be perfected by filing under with respect to the Uniform Commercial Code) of financing statements on Form UCC-1 naming Lender as “Secured Party” and Borrower as “Debtor”, and describing the CIT Mortgage Loan Collateral, in subject only to the jurisdictions and recording offices listed on Schedule 5 attached heretoLien of CIT; and (iii) the Lender shall have a perfected security interest which is pari passu with CIT with respect to all Other Collateral, 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, which shall be subject only to and under such CollateralPermitted Liens.