Loan Documents; Collateral Sample Clauses

Loan Documents; Collateral. Not less than five (5) Business Days prior to the date of any Advance, Borrower shall have: (i) delivered to Agent a list of all Eligible Notes Receivable and related Mortgages which are to be the subject of such requested Advance, indicating the unpaid principal balance owing on each of the Pledged Notes Receivable deemed to be an Eligible Note Receivable, together with such additional information as Agent may require; (ii) delivered to Agent (or, if Agent shall so instruct, a designee appointed by Agent in writing) (A) the original of each Pledged Note Receivable (duly endorsed with the words “Pay to the order of Textron Financial Corporation as Agent with recourse”), (B) the original of each Mortgage securing such Pledged Notes Receivable, (C) the original of each purchase contract (including addenda) relating to the Pledged Notes Receivable and Mortgages, (D) originals or true copies of the related truth-in-lending disclosures, loan application, warranty deed, Payment Authorization Agreement and, if required by Agent, the related Purchaser’s acknowledgement, receipt and exchange company application, disclosures and materials, and (E) with respect to each Eligible Note Receivable from the sale of Intervals at Oak N’ Spruce: (i) the original UCC-1 Financing Statement, naming the Purchaser of the Interval giving rise to the Eligible Note Receivable as debtor and Borrower as secured party (the “Purchaser Financing Statement”), perfecting Borrower’s security interest in the applicable Interval to secure the Purchaser’s obligations under the Eligible Note Receivable and (ii) a UCC-3 Assignment, naming Borrower as assignor and Agent as assignee on behalf of Lenders, assigning to Agent, on behalf of Lenders, all of Borrower’s right, title and interest under each Purchaser Financing Statement. (iii) delivered to Agent a duly executed Assignment of Notes Receivable and Mortgages assigning to Agent all of Borrower’s right, title and interest in and to each such Pledged Note Receivable and the related Mortgage; and (iv) subject to Section 4.4(c)(xvi) hereof, delivered to Agent, with respect to each Encumbered Interval, a commitment for a Mortgagee’s Title Policy showing that the Mortgage in respect of such Interval has been assigned to Agent and insuring in favor of Agent the first priority Lien of such Mortgage in the amount of the Advance to be made in respect of such Pledged Note Receivable, with a satisfactory title insurance policy to be issued within forty f...

Loan Documents; Collateral. Subject to the Legal Reservations and following completion of the Perfection Requirements, any material provision of any Loan Document shall for any reason cease to be valid and binding on or enforceable against any Credit Party, or any Credit Party shall so state in writing or bring an action to limit its obligations or liabilities thereunder; or any Collateral Document shall for any reason (other than pursuant to the terms thereof) cease to create a valid security interest in any material portion of the Collateral purported to be covered thereby or such security interest shall for any reason (other than pursuant to the terms of the Loan Documents) cease to be a perfected and first priority security interest in any material portion of the Collateral subject thereto, subject only to Permitted Liens, in each case, other than as a direct result of any action by the Collateral Agent or any Lender or failure of the Collateral Agent or any Lender to perform an obligation thereof under the Loan Documents.

Loan Documents; Collateral. Any material provision of any Loan Document shall for any reason cease to be valid and binding on or enforceable against any Credit Party, or any Credit Party shall so state in writing or bring an action to limit its obligations or liabilities thereunder; or any Collateral Document shall for any reason (other than pursuant to the terms thereof) cease to create a valid security interest in any portion of the Collateral having a fair market value, together with all such Collateral that is not subject to a valid security interest, in excess of $20,000,000, purported to be covered thereby or such security interest shall for any reason (other than pursuant to the terms of the Loan Documents) cease to be a perfected and first priority security interest in any portion of the Collateral having a fair market value, together with all such Collateral that is not subject to a valid security interest, in excess of $20,000,000 subject thereto, subject only to Permitted Liens, in each case, other than as a direct result of any action by the Agent or any Lender or the failure of the Agent or any Lender to perform an obligation under the Loan Documents.

Loan Documents; Collateral. Any material provision of any Loan Document shall for any reason cease to be valid and binding on or enforceable against any Credit Party or any Subsidiary of any Credit Party party thereto, or any Credit Party or any Subsidiary of any Credit Party shall so state in writing or bring an action to limit its obligations or liabilities thereunder; or any Collateral Document shall for any reason (other than pursuant to the terms thereof) cease to create a valid security interest in the Collateral purported to be covered thereby or such security interest shall for any reason cease to be a perfected and first priority security interest in the Collateral subject thereto subject only to Permitted Liens;

Loan Documents; Collateral. Any material provision of any Loan Document shall for any reason cease to be valid and binding on or enforceable against any Credit Party or any of its Subsidiaries party thereto, or any Credit Party or any of its Subsidiaries shall so state in writing or bring an action to limit its obligations or liabilities thereunder; or any Collateral Document shall for any reason (other than pursuant to the terms thereof) cease to create a valid security interest in the Collateral purported to be covered thereby or such security interest shall for any reason cease to be a perfected and first priority security interest in the Collateral subject thereto subject only to Permitted Liens, except to the extent that any such loss of perfection or priority results from the limitations of foreign laws, rules and regulations as they apply to pledges of Equity Interests in Foreign Subsidiaries or the application thereof, or except from the failure of Lender to maintain possession of certificates actually delivered to it representing securities pledged under the Security Agreement or to file Uniform Commercial Code financing statements (including continuation statements) or to take such other actions as Lender is required to take in order to perfect and maintain a perfected first priority security interest in the Collateral subject to Permitted Liens and except to the extent that such loss is covered by a lender’s title insurance policy;

Loan Documents; Collateral. Each Credit Party hereby acknowledges, ratifies, reaffirms and agrees that the Notes, the Credit Agreement and each of the other Loan Documents, as modified hereby, and the first priority, perfected liens and security interests created thereby in favor of Administrative Agent in the Collateral, are and shall remain in full force and effect and binding on such Credit Parties, and in the case of the Notes, the Credit Agreement and each of the other Loan Documents, as modified hereby, are enforceable against the Credit Parties in accordance with their respective terms and applicable law. Each Credit Party hereby grants to Administrative Agent (for the ratable benefit of the Lenders) liens and security interests in the Collateral and acknowledges, ratifies, and reaffirms all of the terms and provisions of the Loan Documents, as modified herein, which terms and provisions, as so modified, are incorporated by reference as of the date hereof as if set forth herein including, without limitation, all promises, agreements, warranties, representations, covenants, releases, and indemnifications contained in the Loan Documents, as modified hereby. Each Credit Party hereby acknowledges, ratifies and confirms the Loan Documents, as modified hereby, and all of its respective debts and obligations to Lenders thereunder.

Loan Documents; Collateral. Not less than five (5) Business Days prior to the date of any Advance, the Borrower shall have:"

Loan Documents; Collateral. Not less than five (5) Business Days prior to the date of the Receivables Component Advance (unless Lender, in its sole discretion, elects to shorten such time frame), Borrower shall have:

Loan Documents; Collateral. Section 5(b)(iv) is hereby amended to read as follows: