Collateral Certificate. The registration statement as amended has been declared effective by the Commission. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Bank also has filed with, or proposes to file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Act a prospectus supplement specifically relating to the Notes designated in the applicable Terms Agreement (the “Prospectus Supplement”). The related prospectus covering the Notes designated in the applicable Terms Agreement in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is hereinafter referred to as the “Basic Prospectus”, and the Basic Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is hereinafter referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Notes designated by the applicable Terms Agreement (the “Preliminary Prospectus”) or the Prospectus shall be deemed to refer to and include any exhibits thereto and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed as of the Closing Date (as defined below) under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. At or prior to the time when sales to investors (including, without limitation, contracts of sale) of the Notes designated by the applicable Terms Agreement were ...
Collateral Certificate. The undersigned, (the “COMPANY”), hereby represents and warrants to Xxxxx Fargo Bank, National Association, as administrative agent and a lender (“AGENT”) that the following information is true, accurate and complete:
Collateral Certificate. Issuing Bank shall have received a Collateral Certificate as of July 31, 2012.
Collateral Certificate. The transfer and assignment of the Collateral Certificate herein contemplated constitutes either (A) a sale of the Collateral Certificate, (B) a grant of a perfected security interest therein from Transferor to Issuer or (C) a grant of a perfected security interest therein from Transferor to Indenture Trustee. The Collateral Certificate has not been sold, transferred, assigned or pledged by Transferor to any Person other than pursuant to this Agreement. Immediately prior to the transfer and assignment herein contemplated, Transferor had good and marketable title to the Collateral Certificate, free and clear of all Liens and rights of others except for Liens permitted by Section 2.05(b) and, immediately upon the transfer thereof, Issuer shall have good and marketable title to the Collateral Certificate, free and clear of all Liens and rights of others or a first priority perfected security interest therein except for Liens permitted by Section 2.05(b); and the transfer has been perfected, by the filing of appropriate financing statements pursuant to the UCC, under the UCC. Transferor has no knowledge of any current statutory or other non-consensual liens to which the Collateral Certificate is subject. All actions necessary under the applicable UCC in any jurisdiction to be taken (A) to give Issuer a first priority perfected security interest or ownership interest in the Collateral Certificate except for Liens permitted by Section 2.05(b), and (B) to give Indenture Trustee a first priority perfected security interest in the Collateral Certificate (including, without limitation, UCC filings with each of the Delaware Secretary of State (Issuer as debtor) and Nebraska Secretary of State (Transferor as debtor)), in each case subject to any statutory or other nonconsensual liens with respect to the Collateral Certificate, have been taken. The representations made in this subsection (v) shall not be made on or after the Certificate Trust Termination Date.
Collateral Certificate. On the fourth Business Day of each month, Borrower shall deliver to Lender a duly executed Collateral Certificate.
Collateral Certificate. Each Collateral Inventory Report will be accompanied by a Collateral Certificate signed by an executive officer of Borrower. As the Lender may from time to time request, each Collateral Inventory Report shall also be accompanied by such certificates and other evidence as the Lender may require to assist the Lender in verifying the information therein. Units and Eligible Lots may be added as Eligible Collateral only upon receipt of the Collateral Inventory Report and Collateral Certificate and upon satisfaction of all other provisions of this Agreement. Each Collateral Certificate shall be in form and substance satisfactory to the Lender, shall contain such certifications as the Lender may require, and shall set forth the following:
Collateral Certificate. Each proposed Borrowing Base Report will be accompanied by a Collateral Certificate certified as true and correct and executed by an authorized signer of Borrower. As Bank may from time to time request, each proposed Borrowing Base Report shall also be accompanied by such additional certificates, “check runs” and other evidence as Bank may require to assist Bank in verifying the information therein. Units and Lots may be added as Eligible Collateral only upon receipt and approval by Bank of the proposed Borrowing Base Report and Collateral Certificate which include such Unit or Lot and upon satisfaction of all other provisions of this Agreement. Each Collateral Certificate prepared separately shall be in form and substance satisfactory to Bank, shall contain such certifications and information as Bank may require, including, without limitation, the following:
Collateral Certificate. The Borrower and its Subsidiaries shall have completed and provided to the Administrative Agent and the Lenders a collateral certificate, a form of which is attached as Exhibit H hereto.
Collateral Certificate. 37 (c) Form of Report and Certificate............................... 37 (d) Borrowing Base Report........................................ 37
Collateral Certificate. Each Collateral Inventory Report will be accompanied by a Collateral Certificate, in the form attached hereto as EXHIBIT "E", signed by an executive officer of Borrower. Entitled Land, Lots Under Development, Units and Finished Lots may be added to the Borrowing Base only upon receipt of the Collateral Inventory Report and Collateral Certificate which include such Entitled Land, Lots Under Development, Units and Finished Lots and upon satisfaction of all other provisions of this Agreement. Each Collateral Certificate shall be in form and substance satisfactory to Administrative Agent, shall contain such certifications as Administrative Agent may reasonably require, and shall set forth the following:
