Common use of Collateral; Collateral Security Clause in Contracts

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 of financing statements on Form UCC-1 or an amendment naming Administrative 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 the Borrower in, to and under the Collateral, to the extent such Collateral can be perfected by filing under the Uniform Commercial Code. Upon execution and delivery of the applicable Account Control Agreement, Administrative Agent, for the benefit of the Secured Parties, shall have a legal, valid and enforceable first priority security interest in all right, title and interest of the Borrower in the Remittance Account, the General Reserve Account, the Tax and Insurance Reserve Account, each Collection Account, and each other Deposit Account or Securities Account of a Loan Party, in each case, together with all funds and assets credited thereto. (f) Without limiting the generality of the foregoing, Borrower will no earlier than six (6) months or later than three (3) months before the fifth (5th) anniversary of the date of filing of each UCC financing statement filed in connection with any Loan Document or any Advance, upon Administrative Agent’s request (i) deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement; provided that Administrative Agent may elect to file such continuation statement, and (ii) deliver or cause to be delivered to Administrative Agent an opinion of counsel, in form and substance reasonably satisfactory to Administrative Agent, confirming and updating the opinion delivered pursuant to Section 5.01(a) with respect to perfection and otherwise to the effect that the security interests hereunder continue to be enforceable and perfected security interests, subject to no other Liens of record except as provided herein or otherwise permitted hereunder, which opinion may contain usual and customary assumptions, limitations and exceptions.

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 Seller has not assigned, pledged, or otherwise conveyed or encumbered any Borrower Pledged Equity of the Collateral to any other Person (other than collateral assignments to Citibank pursuant to the Existing Agreement, which have been terminated)Buyer, and immediately prior to the pledge of any such Borrower Pledged Equity to Administrative Agent for the benefit of the Secured PartiesCollateral, Parent SPE Seller was the sole owner of such Borrower Pledged Equity 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 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.Buyer hereunder; (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. (dii) The provisions of this Loan Agreement are effective to create in favor of Administrative Agent, for the benefit of the Secured Parties, Buyer a valid security interest in all right, title and interest of Borrower Seller in, to and under the Collateral.; (eiii) Upon (i) receipt by Custodian of each Mortgage Note, endorsed in blank by a duly authorized officer of Seller and (ii) the issuance by Custodian to Buyer of a Trust Receipt therefor, 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 or an amendment naming Administrative Agent Buyer as “Secured Party” and Borrower Seller as “Debtor,” ”, and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached heretooffice of the Secretary of State for the State of Delaware, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code of the State of Delaware in all right, title and interest of the Borrower Seller in, to and under the Collateral, to the extent such Collateral which can be perfected by filing under the Uniform Commercial Code. Upon execution and delivery Code of the applicable Account Control Agreement, Administrative Agent, for the benefit State of the Secured Parties, shall have a legal, valid and enforceable first priority security interest in all right, title and interest of the Borrower in the Remittance Account, the General Reserve Account, the Tax and Insurance Reserve Account, each Collection Account, and each other Deposit Account or Securities Account of a Loan Party, in each case, together with all funds and assets credited theretoDelaware. (f) Without limiting the generality of the foregoing, Borrower will no earlier than six (6) months or later than three (3) months before the fifth (5th) anniversary of the date of filing of each UCC financing statement filed in connection with any Loan Document or any Advance, upon Administrative Agent’s request (i) deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement; provided that Administrative Agent may elect to file such continuation statement, and (ii) deliver or cause to be delivered to Administrative Agent an opinion of counsel, in form and substance reasonably satisfactory to Administrative Agent, confirming and updating the opinion delivered pursuant to Section 5.01(a) with respect to perfection and otherwise to the effect that the security interests hereunder continue to be enforceable and perfected security interests, subject to no other Liens of record except as provided herein or otherwise permitted hereunder, which opinion may contain usual and customary assumptions, limitations and exceptions.

Collateral; Collateral Security. (ai) Neither Borrower the Seller nor any Eligible Property Owner of its Subsidiaries has assigned, pledged, or otherwise conveyed or encumbered any Collateral or any Property (including the Mortgage Loans) 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 Purchaser. Immediately prior to the pledge of any such Borrower Pledged Equity Mortgage Loan to Administrative Agent for the benefit of Purchaser, the Secured Parties, Parent SPE was Seller represents that it is the sole owner of such Borrower Pledged Equity Mortgage Loan and had has 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 Administrative Agent for the benefit of the Secured Parties under the Borrower Pledge Agreement, Purchaser hereunder and no Person other than Administrative Agent and Lenders have the Purchaser has any Lien on any Borrower Pledged EquityMortgage Loan. (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. (dii) The provisions of this Loan Agreement are effective to create in favor of Administrative Agent, for the benefit of the Secured Parties, Purchaser a valid first priority security interest in all right, title and interest of Borrower the Seller and its Subsidiaries in, to and under the Collateral. (eiii) Upon receipt by the Purchaser of each Mortgage Note, endorsed in blank by a duly authorized officer of the payee or last endorsee, the Purchaser shall have a fully perfected first priority security interest therein, in the Mortgage Loan evidenced thereby and in the mortgagee's interest in the related Mortgaged Property. (iv) Upon the filing of financing statements on Form UCC-1 or an amendment naming Administrative Agent the Purchaser as “"Secured Party” " and Borrower the Seller as “"Debtor,” ", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto6.12(d), the security interests granted hereunder in the Collateral will constitute fully perfected perfected, first priority security interests under the Uniform Commercial Code in all right, title and interest of the Borrower Seller and its Subsidiaries in, to and under the such Collateral, to the extent such Collateral which can be perfected by filing under the Uniform Commercial Code. Upon execution and delivery of the applicable Account Control Agreement, Administrative Agent, for the benefit of the Secured Parties, shall have a legal, valid and enforceable first priority security interest in all right, title and interest of the Borrower in the Remittance Account, the General Reserve Account, the Tax and Insurance Reserve Account, each Collection Account, and each other Deposit Account or Securities Account of a Loan Party, in each case, together with all funds and assets credited thereto. (fv) Without limiting Pursuant to the generality of Custodial Agreement, the foregoing, Borrower will no earlier than six Seller and its Subsidiaries (6or its predecessor in interest) months or later than three (3) months before the fifth (5th) anniversary of the date of filing of each UCC financing statement filed in connection with any Loan Document or any Advance, upon Administrative Agent’s request (i) deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement; provided that Administrative Agent may elect to file such continuation statement, and (ii) deliver or cause to be have delivered to Administrative Agent an opinion of counsel, in form and substance reasonably satisfactory the Purchaser the Mortgage File (including the Mortgage Note) relating to Administrative Agent, confirming and updating the opinion delivered pursuant to Section 5.01(aeach Mortgage Loan (other than any Wet Mortgage Loan) with respect to perfection and otherwise that is subject to the effect that the security interests hereunder continue to be enforceable and perfected security interests, subject to no other Liens provisions of record except as provided herein or otherwise permitted hereunder, which opinion may contain usual and customary assumptions, limitations and exceptionsthis Loan Agreement.

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 Seller has not assigned, pledged, or otherwise conveyed or encumbered any Borrower Pledged Equity portion of the Purchased Assets or other Collateral to any other Person (other than collateral assignments to Citibank pursuant to the Existing Agreement, which have been terminated)Person, and immediately prior to the pledge of any such Borrower Pledged Equity to Administrative Agent for the benefit transfer of the Secured PartiesPurchased Assets or any other Collateral to Buyer, Parent SPE Seller was the sole owner of the Purchased Assets or such Borrower Pledged Equity 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 Administrative Agent for Buyer hereunder; (b) the benefit provisions of this Repurchase Agreement and the Secured Parties other Purchase Documents are effective to (1) grant Buyer a 100% ownership interest in the Purchased Assets transferred to Buyer in accordance with this Repurchase Agreement or (2) create in favor of Buyer a valid, perfected and first priority security interest in all right, title and interest of Seller in, to and under the Borrower Pledge Agreement, and no Person other than Administrative Agent and Lenders have any Lien on any Borrower Pledged Equity. Collateral; (c) Borrower has not assignedupon (1) payment by Buyer to Seller of the Adjusted Purchase Price and (2) receipt by the Buyer of each Purchased Asset and a complete executed set of the applicable transfer documents in form sufficient to allow for transfer and registration of the Purchased Assets in the name of Buyer or a third-party identified by Buyer, pledged, or otherwise conveyed or encumbered any Eligible Property Owner Pledged Equity Buyer shall have a fully perfected first priority security interest prior to any other Person (security interests therein 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 Buyer, in the benefit of the Secured Parties hereunder, Purchased Assets evidenced thereby; 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 upon the filing with the Secretary of State of Delaware of financing statements on Form UCC-1 or an amendment naming Administrative Agent Buyer as “Secured Party” and Borrower Seller 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 prior to any other security interests therein under the Uniform Commercial Code UCC in all right, title and interest of the Borrower Seller in, to and under the Collateral, to the extent such Collateral which can be perfected by filing under the Uniform Commercial Code. Upon execution and delivery of the applicable Account Control Agreement, Administrative Agent, for the benefit of the Secured Parties, shall have a legal, valid and enforceable first priority security interest in all right, title and interest of the Borrower in the Remittance Account, the General Reserve Account, the Tax and Insurance Reserve Account, each Collection Account, and each other Deposit Account or Securities Account of a Loan Party, in each case, together with all funds and assets credited theretoUCC. (f) Without limiting the generality of the foregoing, Borrower will no earlier than six (6) months or later than three (3) months before the fifth (5th) anniversary of the date of filing of each UCC financing statement filed in connection with any Loan Document or any Advance, upon Administrative Agent’s request (i) deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement; provided that Administrative Agent may elect to file such continuation statement, and (ii) deliver or cause to be delivered to Administrative Agent an opinion of counsel, in form and substance reasonably satisfactory to Administrative Agent, confirming and updating the opinion delivered pursuant to Section 5.01(a) with respect to perfection and otherwise to the effect that the security interests hereunder continue to be enforceable and perfected security interests, subject to no other Liens of record except as provided herein or otherwise permitted hereunder, which opinion may contain usual and customary assumptions, limitations and exceptions.

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 Immediately prior to the pledge sale of any such Borrower Pledged Asset by Seller to Buyer hereunder and, with respect to the REO Equity Interests and the delivery by Seller to Administrative Agent for the benefit Buyer of the Secured Partiesendorsement thereof in blank, Parent SPE Seller (or with respect to the REO Equity Interests, PMC) was the sole owner of such Borrower Pledged Equity Asset 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 Administrative Agent for sale to Buyer hereunder. (ii) During the benefit of the Secured Parties under the Borrower Pledge Agreementtime any such Asset is subject to a Transaction hereunder, and no Person other than Administrative Agent and Lenders have Buyer has any Lien on any Borrower Pledged Equitysuch Asset. (ciii) Borrower has not assignedREO Entity is the sole record and beneficial owner of the Underlying Assets, pledgedfree and clear of any and all Liens or options in favor, of, or otherwise conveyed or encumbered any Eligible Property Owner Pledged Equity to claims of, 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 Lien in favor of Administrative Agent for the benefit of the Secured Parties Buyer granted hereunder, and no Person other than Administrative Agent and Lenders have any Lien on any Eligible Property Owner Pledged Equity). (div) The provisions of this Loan Agreement are effective to create in favor of Administrative Agent, for the benefit of the Secured Parties, Buyer a valid security interest in all right, title and interest of Borrower Seller in, to and under the CollateralPurchased Items. (ev) Upon receipt by Custodian of each Note, endorsed in blank by a duly authorized officer of Seller, Buyer shall have a fully perfected first priority security interest therein, in the Loan evidenced thereby and in Seller’s interest in the related Mortgaged Property. (vi) Upon the filing of financing statements on Form UCC-1 or an amendment naming Administrative Agent Buyer as “Secured Party” and Borrower Seller or REO Entity as “Debtor,” ”, as applicable as “Debtor”, and describing the CollateralPurchased Items, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral Purchased Items will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of the Borrower Seller in, to and under the Collateralsuch Purchased Items, to the extent such Collateral which can be perfected by filing under the Uniform Commercial Code. Upon execution and delivery of the applicable Account Control Agreement, Administrative Agent, for the benefit of the Secured Parties, shall have a legal, valid and enforceable first priority security interest in all right, title and interest of the Borrower in the Remittance Account, the General Reserve Account, the Tax and Insurance Reserve Account, each Collection Account, and each other Deposit Account or Securities Account of a Loan Party, in each case, together with all funds and assets credited thereto. (f) Without limiting the generality of the foregoing, Borrower will no earlier than six (6) months or later than three (3) months before the fifth (5th) anniversary of the date of filing of each UCC financing statement filed in connection with any Loan Document or any Advance, upon Administrative Agent’s request (i) deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement; provided that Administrative Agent may elect to file such continuation statement, and (ii) deliver or cause to be delivered to Administrative Agent an opinion of counsel, in form and substance reasonably satisfactory to Administrative Agent, confirming and updating the opinion delivered pursuant to Section 5.01(a) with respect to perfection and otherwise to the effect that the security interests hereunder continue to be enforceable and perfected security interests, subject to no other Liens of record except as provided herein or otherwise permitted hereunder, which opinion may contain usual and customary assumptions, limitations and exceptions.

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 The Seller has not assigned, pledged, or otherwise conveyed or encumbered any Borrower Pledged Equity Purchased Asset to any other Person (other than collateral assignments to Citibank pursuant to the Existing Agreement, which have been terminated)Person, and immediately prior to the pledge sale of any such Borrower Pledged Equity Purchased Asset to Administrative Agent for the benefit of applicable Buyer, the Secured Parties, Parent SPE Seller was the sole owner of such Borrower Pledged Equity Purchased Asset 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 sale of Administrative Agent for such Purchased Asset to the benefit applicable Buyer hereunder and immediately after the sale of such Purchased Asset to the Secured Parties under the Borrower Pledge Agreement, and applicable Buyer no Person other than Administrative Agent and Lenders have the Agent, on behalf of the Buyers, has any Lien on any Borrower Pledged EquityPurchased Asset. (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. (dii) The provisions of this Loan Agreement are effective to create in favor of Administrative the Agent, for the benefit on behalf of the Secured PartiesBuyers, a valid valid, first priority security interest in all right, title and interest of Borrower the Seller in, to and under the Collateral. (eiii) Upon receipt by the Custodian of each Note, endorsed in blank by a duly authorized officer of the payee or last endorsee, the applicable Buyer shall have a fully perfected first priority security interest therein, in the Loans evidenced thereby and in the Seller’s interest in all related Mortgaged Property. (iv) Upon the filing of financing statements on Form UCC-1 or an amendment UCC-1, naming Administrative the Agent as “Secured Party” and Borrower the Seller 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 the Borrower Seller in, to and under the Collateral, such Collateral to the extent that such Collateral right, title and interest can be perfected by filing under the Uniform Commercial Code. Upon execution and delivery of the applicable Account Control Agreement, Administrative Agent, for the benefit of the Secured Parties, shall have a legal, valid and enforceable first priority security interest in all right, title and interest of the Borrower in the Remittance Account, the General Reserve Account, the Tax and Insurance Reserve Account, each Collection Account, and each other Deposit Account or Securities Account of a Loan Party, in each case, together with all funds and assets credited thereto. (f) Without limiting the generality of the foregoing, Borrower will no earlier than six (6) months or later than three (3) months before the fifth (5th) anniversary of the date of filing of each UCC financing statement filed in connection with any Loan Document or any Advance, upon Administrative Agent’s request (i) deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement; provided that Administrative Agent may elect to file such continuation statement, and (ii) deliver or cause to be delivered to Administrative Agent an opinion of counsel, in form and substance reasonably satisfactory to Administrative Agent, confirming and updating the opinion delivered pursuant to Section 5.01(a) with respect to perfection and otherwise to the effect that the security interests hereunder continue to be enforceable and perfected security interests, subject to no other Liens of record except as provided herein or otherwise permitted hereunder, which opinion may contain usual and customary assumptions, limitations and exceptions...

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 The Borrowers 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 Mortgage Loan to any other Person (other than collateral assignments to Citibank pursuant to the Existing Agreement, which have been terminated)Person, and immediately prior to the pledge of any such Mortgage Loan to the Lender, the applicable Borrower Pledged Equity to Administrative Agent for the benefit of the Secured Parties, Parent SPE was the sole owner of such Borrower Pledged Equity Mortgage 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 Liens granted in favor of Administrative Agent for the benefit Lender hereunder. No Mortgage Loan pledged to the Lender hereunder was acquired (by purchase or otherwise) by the applicable Borrower from an Affiliate 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.Borrower (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. (db) The provisions of this Loan Agreement are effective to create in favor of Administrative Agent, for the benefit of the Secured Parties, Lender a valid security interest in all right, title and interest of Borrower the Borrowers in, to and under the Collateral. (ec) 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 the Borrowers' interest in the related Mortgaged Property. (d) Upon the filing of financing statements on Form UCC-1 or an amendment naming Administrative Agent the Lender as “"Secured Party” " and Borrower the Borrowers 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 the Borrower Borrowers in, to and under the Collateral, to the extent such Collateral which can be perfected by filing under the Uniform Commercial Code. Upon execution and delivery of the applicable Account Control Agreement, Administrative Agent, for the benefit of the Secured Parties, shall have a legal, valid and enforceable first priority security interest in all right, title and interest of the Borrower in the Remittance Account, the General Reserve Account, the Tax and Insurance Reserve Account, each Collection Account, and each other Deposit Account or Securities Account of a Loan Party, in each case, together with all funds and assets credited thereto. (f) Without limiting the generality of the foregoing, Borrower will no earlier than six (6) months or later than three (3) months before the fifth (5th) anniversary of the date of filing of each UCC financing statement filed in connection with any Loan Document or any Advance, upon Administrative Agent’s request (i) deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement; provided that Administrative Agent may elect to file such continuation statement, and (ii) deliver or cause to be delivered to Administrative Agent an opinion of counsel, in form and substance reasonably satisfactory to Administrative Agent, confirming and updating the opinion delivered pursuant to Section 5.01(a) with respect to perfection and otherwise to the effect that the security interests hereunder continue to be enforceable and perfected security interests, subject to no other Liens of record except as provided herein or otherwise permitted hereunder, which opinion may contain usual and customary assumptions, limitations and exceptions.

Collateral; Collateral Security. (a) Neither No Borrower nor any Eligible Property Owner has assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan or other 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)Person, and immediately prior to the pledge of such Mortgage Loan or any such other Collateral to the Lender, each Borrower Pledged Equity to Administrative Agent for the benefit of the Secured Parties, Parent SPE was the sole owner of such Borrower Pledged Equity the Collateral in which a security interest has been granted by it 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 Administrative Agent for the benefit Lender hereunder. No Mortgage Loan or other Collateral pledged to the Lender hereunder was acquired (by purchase or otherwise) by any Borrower from an Affiliate of the Secured Parties under the any Borrower Pledge Agreement, and no Person other than Administrative Agent and Lenders have any Lien on any Borrower Pledged Equityanother Borrower. (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. (db) The provisions of this Loan Agreement are effective to create in favor of Administrative Agent, for the benefit of the Secured Parties, Lender a valid security interest in all right, title and interest of Borrower the Borrowers in, to and under the Collateral. (ec) Upon receipt by the Custodian of each Mortgage Note, endorsed in blank by a duly authorized officer of the relevant Borrower and (ii) the issuance by the Custodian of a Trust Receipt therefor, the Lender shall have a fully perfected first priority security interest therein, in the Mortgage Loan evidenced thereby and in the Borrowers' interest in the related Mortgaged Property. (d) Upon the filing of financing statements on Form UCC-1 or an amendment naming Administrative Agent the Lender as “"Secured Party” " and Borrower the Borrowers as “Debtor,” "Debtors", 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 the Borrower Borrowers in, to and under the Collateral, to the extent such Collateral which can be perfected by filing under the Uniform Commercial Code. Upon execution and delivery of the applicable Account Control Agreement, Administrative Agent, for the benefit of the Secured Parties, shall have a legal, valid and enforceable first priority security interest in all right, title and interest of the Borrower in the Remittance Account, the General Reserve Account, the Tax and Insurance Reserve Account, each Collection Account, and each other Deposit Account or Securities Account of a Loan Party, in each case, together with all funds and assets credited thereto. (f) Without limiting the generality of the foregoing, Borrower will no earlier than six (6) months or later than three (3) months before the fifth (5th) anniversary of the date of filing of each UCC financing statement filed in connection with any Loan Document or any Advance, upon Administrative Agent’s request (i) deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement; provided that Administrative Agent may elect to file such continuation statement, and (ii) deliver or cause to be delivered to Administrative Agent an opinion of counsel, in form and substance reasonably satisfactory to Administrative Agent, confirming and updating the opinion delivered pursuant to Section 5.01(a) with respect to perfection and otherwise to the effect that the security interests hereunder continue to be enforceable and perfected security interests, subject to no other Liens of record except as provided herein or otherwise permitted hereunder, which opinion may contain usual and customary assumptions, limitations and exceptions.

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 Immediately prior to the pledge sale of any Loan or Certificate by a Seller, such Borrower Pledged Equity to Administrative Agent for the benefit of the Secured Parties, Parent SPE Seller was the sole owner of such Borrower Pledged Equity Loan or Certificate 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 the related Seller has any interest in any Purchased Asset. The related Seller has full right to transfer and Lenders have assign the Loans or Certificates, as applicable, to Buyer free and clear of any Lien on encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and following the sale of each Purchased Asset, Buyer will own such Purchased Asset free and clear of any Borrower Pledged Equityencumbrance, equity, participation interest, lien, pledge, charge, claim or security interest except any such security interest created pursuant to the terms of this Agreement. (cii) Borrower has not assignedWith respect to each Loan, 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)related Seller, and immediately prior with respect to each Certificate, the pledge of any such Eligible Property Owner Pledged Equity to Administrative Agentapplicable Trust, Borrower was is the sole owner and holder of such Eligible Property Owner Pledged Equity each Loan and had has 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 the related Seller or Trust, as applicable, has an interest in any Lien on any Eligible Property Owner Pledged EquityLoan. (diii) The provisions of this Loan Agreement are effective to create in favor of Administrative Agent, for the benefit of the Secured Parties, Buyer a valid security interest in all right, title and interest of Borrower Sellers in, to and under the CollateralPurchased Items. ​ (iv) Upon delivery of each Purchased Loan to the Custodian, Buyer shall have a fully perfected first priority security interest therein. (ev) Upon receipt by Buyer of each Certificate in the name of Buyer, Buyer shall have a fully perfected first priority security interest therein. (vi) Upon the filing of financing statements on Form UCC-1 or an amendment naming Administrative Agent Buyer as “Secured Party” and Borrower Sellers as “Debtor,” Debtors”, and describing the CollateralPurchased Items, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral Purchased Items will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of the Borrower related Seller in, to and under the Collateralsuch Purchased Items, to the extent such Collateral which can be perfected by filing under the Uniform Commercial Code. Upon execution and delivery of the applicable Account Control Agreement, Administrative Agent, for the benefit of the Secured Parties, shall have a legal, valid and enforceable first priority security interest in all right, title and interest of the Borrower in the Remittance Account, the General Reserve Account, the Tax and Insurance Reserve Account, each Collection Account, and each other Deposit Account or Securities Account of a Loan Party, in each case, together with all funds and assets credited thereto. (f) Without limiting the generality of the foregoing, Borrower will no earlier than six (6) months or later than three (3) months before the fifth (5th) anniversary of the date of filing of each UCC financing statement filed in connection with any Loan Document or any Advance, upon Administrative Agent’s request (i) deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement; provided that Administrative Agent may elect to file such continuation statement, and (ii) deliver or cause to be delivered to Administrative Agent an opinion of counsel, in form and substance reasonably satisfactory to Administrative Agent, confirming and updating the opinion delivered pursuant to Section 5.01(a) with respect to perfection and otherwise to the effect that the security interests hereunder continue to be enforceable and perfected security interests, subject to no other Liens of record except as provided herein or otherwise permitted hereunder, which opinion may contain usual and customary assumptions, limitations and exceptions.

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 Such Relevant Party has not assigned, pledged, or otherwise conveyed or encumbered any Borrower Pledged Equity Contributed Property to any other Person (Person, and such any Relevant Party is the sole owner of the Contributed Properties and has good and marketable title thereto. Each Contributed Property is free and clear of all Liens other than collateral assignments to Citibank pursuant to the Existing Agreement, which have been terminated), Lien of Lender and immediately any Permitted Liens. (b) Immediately prior to the pledge of any such Pledged Equity to Lender, Parent Borrower was the sole owner of, and had good and marketable title to, the Borrower Pledged Equity to Administrative Agent for the benefit of the Secured Parties, and Parent SPE was the sole owner of such Borrower Pledged Equity of, and had good and marketable title theretoto, the Parent Borrower Pledged Equity, in each case 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 EquityLender hereunder. (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, Lender a valid security interest in all right, title and interest of Borrower such Relevant Party in, to and under the CollateralCollateral except to the extent that any Collateral consists of real property in which a security interest cannot be created under Article 9 of the Uniform Commercial Code and for which a mortgage is required in order to create any lien thereon. (ed) Upon the filing of financing statements on Form UCC-1 or an amendment naming Administrative Agent Lender as “Secured Party” and each 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 the each Borrower in, to and under the such Collateral, to the extent such the Collateral can be perfected by filing under the Uniform Commercial Code. Upon the taking of possession of all certificated securities representing the Pledged Equity, Lender’s security interests in the Pledged Equity will constitute fully perfected first priority security interests under the Uniform Commercial Code. Upon the execution and delivery of the applicable Concentration Account Control Agreement and the Collection Account Control Agreement, Administrative Agent, for Lender’s security interest in the benefit of Concentration Account and the Secured Parties, shall have Collection Account will constitute a legal, valid and enforceable fully perfected first priority security interest in all right, title and interest of under the Borrower in the Remittance Account, the General Reserve Account, the Tax and Insurance Reserve Account, each Collection Account, and each other Deposit Account or Securities Account of a Loan Party, in each case, together with all funds and assets credited theretoUniform Commercial Code. (fe) Without limiting the generality of the foregoing, each Borrower will no earlier than six (6) months or later than three (3) months before the fifth (5th) anniversary of the date of filing of each UCC financing statement filed in connection with any Loan Document or any Advance, notify Lender and upon Administrative AgentLender’s request (i) deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement; provided that Administrative Agent Lender may elect to file such continuation statement, and (ii) deliver or cause to be delivered to Administrative Agent Lender an opinion of counsel, in form and substance reasonably satisfactory to Administrative AgentLender, confirming and updating the opinion delivered pursuant to Section 5.01(a) with respect to perfection and otherwise to the effect that the security interests hereunder continue to be enforceable and perfected security interests, subject to no other Liens of record except as provided herein or otherwise permitted hereunder, which opinion may contain usual and customary assumptions, limitations and exceptions.