Common use of No Liens, Etc Clause in Contracts

No Liens, Etc. The Collateral and each part thereof is owned by the Borrower free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferability and the Borrower has the full right, power and lawful authority to assign, transfer and pledge the same and interests therein, and upon the making of each Advance, the Collateral Agent, for the benefit of the Secured Parties, will have acquired a perfected, first priority and valid security interest (except, as to priority, for any Permitted Liens) in such Collateral, free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferability, to the extent (as to perfection and priority) that a security interest in said Collateral may be perfected under the applicable UCC. The Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral and no effective financing statement (other than with respect to Permitted Liens) or other instrument similar in effect naming or purportedly naming the Borrower or any of its Affiliates as debtor and covering all or any part of the Collateral is on file in any recording office, except such as may have been filed in favor of the Collateral Agent as “Secured Party” pursuant hereto or as necessary or advisable in connection with the Sale Agreement. There are no judgments, claims being asserted or Liens for Taxes that are not material Taxes against the Borrower if such Taxes are not at the time be due and payable or if the Borrower is currently be contesting the validity thereof in good faith by appropriate proceedings and has made (or has caused to be made) reserves in accordance with GAAP on the applicable books and records.

No Liens, Etc. The Collateral and each part thereof is owned by the Borrower free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferability and the Borrower has the full right, power and lawful authority to assign, transfer and pledge the same and interests therein, and upon the making of each Advance, the Collateral Agent, for the benefit of the Secured Parties, will have acquired a perfected, first priority and valid security interest (except, as to priority, for any Permitted Liens) in such each Collateral Obligation and the other Collateral, free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferability, to the extent (as to perfection and prioritypriority with respect to such other Collateral) that a security interest in said such other Collateral may be perfected under the applicable UCC. The Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral and no effective financing statement (other than with respect to Permitted Liens) or other instrument similar in effect naming or purportedly naming the Borrower or any of its Affiliates as debtor and covering all or any part of the Collateral is on file in any recording office, except such as may have been filed in favor of the Collateral Agent as “Secured Party” pursuant hereto or as necessary or advisable in connection with the Sale Agreement. There are no judgments, claims being asserted judgments or Liens for Taxes that are not material Taxes against with respect to the Borrower if such and no claim has been asserted with respect to the Taxes are not at of the time be due and payable or if the Borrower is currently be contesting the validity thereof in good faith by appropriate proceedings and has made (or has caused to be made) reserves in accordance with GAAP on the applicable books and recordsBorrower.

No Liens, Etc. The Collateral and each part thereof is owned by the Borrower such Loan Party free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferability and the Borrower such Loan Party has the full right, power and lawful authority to assign, transfer and pledge the same and interests therein, and upon the making of each Advance, the Collateral Agent, for the benefit of the Secured Parties, will have acquired a perfected, first priority and valid security interest (except, as to priority, for any Permitted Liens) in such each Collateral Obligation and the other Collateral, free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferability, to the extent (as to perfection and prioritypriority with respect to such other Collateral) that a security interest in said such other Collateral may be perfected under the applicable UCC. The Borrower Such Loan Party has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral and no effective financing statement (other than with respect to Permitted Liens) or other instrument similar in effect naming or purportedly naming the Borrower such Loan Party or any of its Affiliates as debtor and covering all or any part of the Collateral is on file in any recording office, except such as may have been filed in favor of the Collateral Agent as “Secured Party” pursuant hereto or as necessary or advisable in connection with the Sale Agreement; provided that, this sentence shall not be construed so as to apply to any asset acquired from an Affiliate of the Borrower that was subject to the lien of a creditor that was released on or prior to the sale of such Collateral to the Borrower. There are no judgments, claims being asserted judgments or Liens for Taxes that are not material with respect to such Loan Party and no claim has been asserted with respect to the Taxes against of such Loan Party (other than any amount the Borrower if such Taxes are not at the time be due and payable or if the Borrower validity of which is currently be contesting the validity thereof being contested in good faith by appropriate proceedings and has made (or has caused with respect to be made) which reserves in accordance conformity with GAAP have been provided on the applicable books and recordsof the Loan Party).

No Liens, Etc. The Collateral and each part thereof is owned by the Borrower free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferability (other than customary restrictions for property similar to such Collateral, including in the case of Collateral Assets the consent of any underlying agent or obligor) and the Borrower has the full right, power and lawful authority to assignassign by way of security, charge, transfer and pledge the same and interests therein, and upon the making of each AdvanceLoan, the Collateral Administrative Agent, for the benefit of the Secured Parties, will have acquired a perfected, first priority and valid security interest (except, as to priority, for any Permitted Liens) in such Collateral, free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferabilitytransferability (other than customary restrictions for property similar to such Collateral, including in the case of Collateral Assets the consent of any underlying agent or obligor), to the extent (as to perfection and priority) that a USActive 57710049.13-71- security interest in said Collateral may be perfected under the applicable UCC. The Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral other than as contemplated by the Loan Documents, and no effective financing statement (other than with respect to Permitted Liens) or other instrument similar in effect naming or purportedly naming the Borrower or any of its Affiliates as debtor and covering all or any part of the Collateral is on file in any recording office, except such as may have been filed in favor of the Collateral Administrative Agent as “Secured Party” pursuant hereto or as necessary or advisable in connection with to the Sale Security Agreement. There are no judgments, claims being asserted judgments or Liens for Taxes that are not material Taxes against (other than Permitted Liens) with respect to the Borrower if such and no claim has been asserted in writing with respect to the Taxes are not at of the time be due and payable or if the Borrower is currently be contesting the validity thereof in good faith by appropriate proceedings and has made (or has caused to be made) reserves in accordance with GAAP on the applicable books and recordsBorrower.

No Liens, Etc. The Collateral Receivables and each part thereof is Other Conveyed Property related thereto to be sold and assigned to the Purchaser hereunder are owned (immediately prior to their sale hereunder) by the Borrower Seller free and clear of any Adverse Claim (other than than, in the case of the Seller's security interest in any Applicable Underlying Loan Collateral or Applicable Underlying Purchased Note Collateral for such Receivables which constitutes real property, Permitted LiensLiens and Encumbrances on such real property and, to the extent such security interest is evidenced by a Developer Mortgage, an AD&C Mortgage) or restrictions on transferability and the Borrower has the full right, power and lawful authority to assign, transfer and pledge the same and interests thereintransferability, and upon transfer hereunder the making of each Advance, the Collateral Agent, for the benefit of the Secured Parties, Purchaser will have acquired good and marketable title to and a perfected, first priority valid and valid security perfected ownership interest (except, as to priority, for any Permitted Liens) in such CollateralReceivables and Other Conveyed Property related thereto, free and clear of any Adverse Claim (other than than, in the case of the Purchaser's security interest in any Applicable Underlying Loan Collateral or Applicable Underlying Purchased Note Collateral for such Receivables which constitutes real property, Permitted LiensLiens and Encumbrances on such real property and, to the extent such security interest is evidenced by a Developer Mortgage, an AD&C Mortgage) or restrictions on transferability, to the extent (as to perfection and priority) that a security interest in said Collateral may be perfected under the applicable UCC. The Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral and no No effective financing statement (other than with respect to Permitted Liens) or other instrument similar in effect naming or purportedly naming the Borrower or any of its Affiliates as debtor and covering all or any part of the Collateral Receivables and Other Conveyed Property related thereto to be purchased hereunder is on file in any recording office, except such as may have been filed in favor of the Collateral Agent as “Secured Party” pursuant hereto or as necessary or advisable in connection with the Sale Agreement. There are no judgments, claims being asserted or Liens for Taxes that are not material Taxes against the Borrower if such Taxes are not at the time be due and payable or if the Borrower is currently be contesting the validity thereof in good faith by appropriate proceedings and has made (or has caused to be made) reserves Purchaser in accordance with GAAP this Agreement or in favor of the Agent in accordance with the RLSA or except as shall be released upon purchase of such Receivables and Other Conveyed Property by the Purchaser or except, with respect any Applicable Underlying Loan Collateral or Applicable Underlying Purchased Note Collateral for such Receivables which constitutes real property, those representing Permitted Liens and Encumbrances on such real property and, to the applicable books and recordsextent the security interest therein is evidenced by a Developer Mortgage, an AD&C Mortgage.

No Liens, Etc. The Collateral and each part thereof is owned by the Borrower free and clear of any Adverse Claim ClaimLien (other than Permitted Liens) or restrictions on transferability and the Borrower has the full right, power and lawful authority to assign, transfer and pledge the same and interests therein, and upon the making of each Advance, the Collateral Agent, for the benefit of the Secured Parties, will have acquired a perfected, first USActive 31637433.4 -98- priority and valid security interest (except, as to priority, for any Permitted Liens) in such Collateral, free and clear of any Adverse Claim ClaimLien (other than Permitted Liens) or restrictions on transferability, to the extent (as to perfection and priority) that a security interest in said Collateral may be perfected under the applicable UCC. The Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed by way of collateral security any of the Collateral and no effective financing statement (other than with respect to Permitted Liens) or other instrument similar in effect naming or purportedly naming the Borrower or any of its Affiliates as debtor and covering all or any part of the Collateral is on file in any recording office, except such as may have been filed in favor of the Collateral Agent as “Secured Party” pursuant hereto or as necessary or advisable in connection with the Sale Agreement. There are no judgments, claims being asserted judgments or Liens for Taxes that are not material Taxes against with respect to the Borrower if such and no claim is being asserted with respect to the Taxes are not at of the time be due and payable or if the Borrower is currently be contesting the validity thereof in good faith by appropriate proceedings and has made (or has caused to be made) reserves in accordance with GAAP on the applicable books and recordsBorrower, other than Permitted Liens.

No Liens, Etc. The Collateral and each part thereof is owned by the Borrower such Loan Party free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferability and the Borrower such Loan Party has the full right, power and lawful authority to assign, transfer and pledge the same and interests therein, and upon the making of each Advance, the Collateral Agent, for the benefit of the Secured Parties, will have has acquired a perfected, first priority and valid security interest (except, as to priority, for any Permitted Liens) in such each Collateral Obligation and the other Collateral, free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferabilityClaim, to the extent (as to perfection and prioritypriority with respect to such other Collateral) that a security interest in said such other Collateral may be perfected under the applicable UCC. The Borrower Such Loan Party has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral and no effective has not filed or authorized the filing of a financing statement (other than with respect to Permitted Liens) or other instrument similar in effect naming or purportedly naming the Borrower or any of its Affiliates applicable Loan Party as debtor and covering all or any part of the Collateral is on file in any recording office, except such as may have been filed in favor of the Collateral Agent as “Secured Party” pursuant hereto or as necessary or advisable in connection with the Sale Agreement; provided that, this sentence shall not be construed so as to apply to any asset acquired from an Affiliate of the Borrower that was subject to the lien of a creditor that was released on or prior to the sale of such Collateral to the Borrower. There are no judgments, claims being asserted judgments or Liens for Taxes that are not material with respect to such Loan Party and no claim has been asserted by any Official Body with respect to the Taxes against of such Loan Party (other than any amount the Borrower if such Taxes are not at the time be due and payable or if the Borrower validity of which is currently be contesting the validity thereof being contested in good faith by appropriate proceedings and has made (or has caused with respect to be made) which reserves in accordance conformity with GAAP have been provided on the applicable books and recordsof the Loan Party).

No Liens, Etc. The Collateral and each part thereof is owned by the Borrower free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferability (other than customary restrictions for property similar to such Collateral, including in the case of Collateral Assets the consent of any underlying agent or obligor) and the Borrower has the full right, power and lawful authority to assignassign by way of security, charge, transfer and pledge the same and interests therein, and upon the making of each AdvanceLoan, the Collateral Administrative Agent, for the benefit of the Secured Parties, will have acquired a perfected, first priority and valid security interest (except, as to priority, for any Permitted Liens) in such Collateral, free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferabilitytransferability (other than customary restrictions for property similar to such Collateral, including in the case of Collateral Assets the consent of any underlying agent or obligor), to the extent (as to perfection and priority) that a security interest in said Collateral may be perfected under the applicable UCC. The Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral other than as contemplated by the Loan Documents, and no effective financing statement (other than with respect to Permitted Liens) or other instrument similar in effect naming or purportedly naming the Borrower or any of its Affiliates as debtor and covering all or any part of the Collateral is on file in any recording office, except such as may have been filed in favor of the Collateral Administrative Agent as “Secured Party” pursuant hereto or as necessary or advisable in connection with to the Sale Security Agreement. There are no judgments, claims being asserted judgments or Liens for Taxes that are not material Taxes against (other than Permitted Liens) with respect to the Borrower if such and no claim has been asserted in writing with respect to the Taxes are not at of the time be due and payable or if the Borrower is currently be contesting the validity thereof in good faith by appropriate proceedings and has made (or has caused to be made) reserves in accordance with GAAP on the applicable books and recordsBorrower.

No Liens, Etc. The Collateral and each part thereof is owned by the Borrower free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferability and the Borrower has the full right, power and lawful authority to assign, transfer and pledge the same and interests therein, and upon the making of each AdvanceLoan, the Collateral Agent, for the benefit of the Secured Parties, will have acquired a perfected, first priority and valid security interest (except, as to priority, for any Permitted Liens) in such Collateral, free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferability, to the extent (as to perfection and priority) that a security interest in said Collateral may be perfected under the applicable UCC. The Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral and no effective financing statement (other than with respect to Permitted Liens) or other instrument similar in effect naming or purportedly naming the Borrower or any of its Affiliates as debtor and covering all or any part of the Collateral is on file in any recording office, except such as may have been filed in favor of the Collateral Agent as “Secured Party” pursuant hereto or as necessary or advisable in connection with the Sale Agreement. There are no judgments, claims being asserted judgments or Liens for Taxes that are not material Taxes against with respect to the Borrower if such and no claim is being asserted with respect to the Taxes are not at of the time be due and payable or if the Borrower is currently be contesting the validity thereof in good faith by appropriate proceedings and has made (or has caused to be made) reserves in accordance with GAAP on the applicable books and recordsBorrower.

No Liens, Etc. The Collateral and each part thereof is owned by the Borrower free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferability (except to the extent that the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent) and the Borrower has the full right, power and lawful authority to assign, transfer and pledge the same and interests therein, and and, upon the making of each Advance, the Collateral Agent, for the benefit of the Secured Parties, will have acquired a perfected, first priority and valid security interest (except, as to priority, for any Permitted Liens) in such Collateral, free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferability), to the extent (as to perfection and priority) that a security interest in said Collateral may be perfected under the applicable UCC. The Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral and no effective financing statement (other than with respect to Permitted Liens) or other instrument similar in effect naming or purportedly naming the Borrower or any of its Affiliates as debtor and covering all or any part of the Collateral is on file in any recording office, except such as may have been filed in favor of the Collateral Agent as “Secured Party” pursuant hereto or as necessary or advisable in connection with the Sale and Contribution Agreement. There are no judgments, claims being asserted judgments or Liens for Taxes that are not material Taxes against with respect to the Borrower if such and no claim is being asserted with respect to the Taxes are not at of the time be due and payable or if the Borrower is currently be contesting the validity thereof in good faith by appropriate proceedings and has made (or has caused to be made) reserves in accordance with GAAP on the applicable books and recordsBorrower.

No Liens, Etc. The Collateral and each part thereof is owned by the Borrower such Loan Party free and clear of any Adverse Claim (other or restrictions on transferability(other than Permitted Liens) or restrictions on transferability and the Borrower such Loan Party has the full right, power and lawful authority to assign, transfer and pledge the same and interests therein, and upon the making of each Advance, the Collateral Agent, for the benefit of the Secured Parties, will have havehas acquired a perfected, first priority and valid security interest (except, as to priority, for any Permitted Liens) in such each Collateral Obligation and the other Collateral, free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferability, to the extent (as to perfection and prioritypriority with respect to such other Collateral) that a security interest in said such other Collateral may be perfected under the applicable UCC. The Borrower Such Loan Party has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral and no effective effectivehas not filed or authorized the filing of a financing statement (other than with respect to Permitted Liens) or other instrument similar in effect naming or purportedly naming the Borrower suchthe applicable Loan Party or any of its Affiliates as debtor and covering all or any part of the Collateral is on file in any recording office, except such as may have been filed in favor of the Collateral Agent as “Secured Party” pursuant hereto or as necessary or advisable in connection with the Sale Agreement; provided that, this sentence shall not be construed so as to apply to any asset acquired from an Affiliate of the Borrower that was subject to the lien of a creditor that was released on or prior to the sale of such Collateral to the Borrower. There are no judgments, claims being asserted judgments or Liens for Taxes that are not material with respect to such Loan Party and no claim has been asserted by any Official Body with respect to the Taxes against of such Loan Party (other than any amount the Borrower if such Taxes are not at the time be due and payable or if the Borrower validity of which is currently be contesting the validity thereof being contested in good faith by appropriate proceedings and has made (or has caused with respect to be made) which reserves in accordance conformity with GAAP have been provided on the applicable books and recordsof the Loan Party).

No Liens, Etc. The Collateral and each part thereof is owned by the Borrower free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferability and the Borrower has the full right, power and lawful authority to assign, transfer and pledge the same and interests therein, and upon the making of each AdvanceLoan, the Collateral Agent, for the benefit of the Secured Parties, will have acquired a perfected, first priority and valid security interest (except, as to priority, for any Permitted Liens) in such Collateral, free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferability, to the extent (as to perfection and priority) that a security interest in said Collateral may be perfected under the applicable UCC. The Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed by way of collateral security any of the Collateral and no effective financing statement (other than with respect to Permitted Liens) or other instrument similar in effect naming or purportedly naming the Borrower or any of its Affiliates as debtor and covering all or any part of the Collateral is on file in any recording office, except such as may have been filed in favor of the Collateral Agent as “Secured Party” pursuant hereto or as necessary or advisable in connection with the Sale Contribution Agreement. There are no judgments, claims being asserted judgments or Liens for Taxes that are not material with respect to it and no claim is being asserted with respect to the Taxes against the Borrower if such Taxes are not at the time be due and payable or if the Borrower is currently be contesting the validity thereof in good faith by appropriate proceedings and has made (or has caused to be made) reserves in accordance with GAAP on the applicable books and recordsof it, other than Permitted Liens.