Common use of Certain Representations Regarding the Trust Estate Clause in Contracts

Certain Representations Regarding the Trust Estate. (a) With respect to that portion of the Collateral described in clauses (a) through (d) of the definition of Trust Estate, the Issuer represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "deposit accounts" or "instruments," as applicable, within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) The Issuer has taken all steps necessary to cause the Indenture Trustee to become the account holder of the Collateral. (v) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. (vi) The Collateral is not in the name of any Person other than the Issuer or the Indenture Trustee. The Issuer has not consented to the bank maintaining the Collateral to comply with instructions of any Person other than the Indenture Trustee. (b) With respect to that portion of the Collateral described in clauses (e) and (f), the Issuer represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "general intangibles" within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) The Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Indenture Trustee hereunder. (v) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Issuer has not authorized the filing of, and is not aware of any financing statements against, the Issuer, that include a description of collateral covering the Collateral, other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer.

Certain Representations Regarding the Trust Estate. (a) With respect to that portion of the Collateral described in clauses (a) through (d) of the definition of Trust Estate, the Issuer represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "deposit accounts" or "instruments," as applicable, within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) The Issuer has taken all steps necessary to cause the Indenture Trustee to become the account holder of the Collateral. (v) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. (vi) The Collateral is not in the name of any Person other than the Issuer or the Indenture Trustee. The Issuer has not consented to the bank maintaining the Collateral to comply with instructions of any Person other than the Indenture Trustee. (b) With respect to that portion of the Collateral described in clauses clause (e) and (f), the Issuer represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "general intangibles" within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. (c) With respect to any Collateral in which a security interest may be perfected by filing, the Issuer has not authorized the filing of, and is not aware of any financing statements against, the Issuer, that include a description of collateral covering such Collateral, other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer. (d) The Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the all Collateral granted to the Indenture Trustee hereunderhereunder in which a security interest may be perfected by filing and the Issuer will cause such security interest to be maintained. Any financing statement that is filed in connection with this Section 3.28 shall contain a statement that a purchase or security interest in any collateral described therein will violate the rights of the secured party named in such financing statement. (ve) Other than The foregoing representations may not be waived and shall survive the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any issuance of the Collateral. The Issuer has not authorized the filing of, and is not aware of any financing statements against, the Issuer, that include a description of collateral covering the Collateral, other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the IssuerNotes.

Certain Representations Regarding the Trust Estate. (a) With respect to that portion of the Collateral described in clauses (a) through (d) of the definition of Trust Estate, the Issuer represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "deposit accounts" or "instruments," as applicable, within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) The Issuer has taken all steps necessary to cause the Indenture Trustee to become the account holder of the Collateral. (v) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. (vi) The Collateral is not in the name of any Person other than the Issuer or the Indenture Trustee. The Issuer has not consented to the bank maintaining the Collateral to comply with instructions of any Person other than the Indenture Trustee. (b) With respect to that portion of the Collateral described in clauses (e) and (f), the Issuer represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "general intangibles" within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. (c) With respect to any Collateral in which a security interest may be perfected by filing, the Issuer has not authorized the filing of, and is not aware of any financing statements against, the Issuer, that include a description of collateral covering such Collateral, other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer. (d) The Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the all Collateral granted to the Indenture Trustee hereunderhereunder in which a security interest may be perfected by filing. Any financing statement that is filed in connection with this Section 3.26 shall contain a statement that a purchase or security interest in any collateral described therein will violate the rights of the secured party named in such financing statement. (ve) Other than The foregoing representations may not be waived and shall survive the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any issuance of the Collateral. The Issuer has not authorized the filing of, and is not aware of any financing statements against, the Issuer, that include a description of collateral covering the Collateral, other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the IssuerBonds.

Certain Representations Regarding the Trust Estate. (a) With respect to that portion of the Collateral described in clauses (a) through (d) of the definition of Trust Estate, the Issuer represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "deposit accounts" or "instruments," as applicable, within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) The Issuer has taken all steps necessary to cause the Indenture Trustee to become the account holder of the Collateral. (v) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. (vi) The Collateral is not in the name of any Person other than the Issuer or the Indenture Trustee. The Issuer has not consented to the bank maintaining the Collateral to comply with instructions of any Person other than the Indenture Trustee. (b) With respect to that portion of the Collateral described in clauses (e) and (f), the Issuer represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "general intangibles" within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. (c) With respect to any Collateral in which a security interest may be perfected by filing, the Issuer has not authorized the filing of, and is not aware of any financing statements against, the Issuer, that include a description of collateral covering such Collateral, other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer. (d) The Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the all Collateral granted to the Indenture Trustee hereunderhereunder in which a security interest may be perfected by filing. Any financing statement that is filed in connection with this Section 3.28 shall contain a statement that a purchase or security interest in any collateral described therein will violate the rights of the secured party named in such financing statement. (ve) Other than The foregoing representations may not be waived and shall survive the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any issuance of the Collateral. The Issuer has not authorized the filing of, and is not aware of any financing statements against, the Issuer, that include a description of collateral covering the Collateral, other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the IssuerBonds.

Certain Representations Regarding the Trust Estate. (a) With respect to that portion of the Collateral described in clauses (a) through (d) of the definition of Trust Estate, the Issuer represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "“deposit accounts" ” or "“instruments," ” as applicable, within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) The Issuer has taken all steps necessary to cause the Indenture Trustee to become the account holder of the Collateral. (v) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. (vi) The Collateral is not in the name of any Person other than the Issuer or the Indenture Trustee. The Issuer has not consented to the bank maintaining the Collateral to comply with instructions of any Person other than the Indenture Trustee. (b) With respect to that portion of the Collateral described in clauses clause (e) and (f), the Issuer represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "“general intangibles" ” within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. (c) With respect to any Collateral in which a security interest may be perfected by filing, the Issuer has not authorized the filing of, and is not aware of any financing statements against, the Issuer, that include a description of collateral covering such Collateral, other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer. (d) The Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the all Collateral granted to the Indenture Trustee hereunderhereunder in which a security interest may be perfected by filing and the Issuer will cause such security interest to be maintained. Any financing statement that is filed in connection with this Section 3.28 shall contain a statement that a purchase or security interest in any collateral described therein will violate the rights of the secured party named in such financing statement. (ve) Other than The foregoing representations may not be waived and shall survive the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any issuance of the Collateral. The Issuer has not authorized the filing of, and is not aware of any financing statements against, the Issuer, that include a description of collateral covering the Collateral, other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the IssuerNotes.

Certain Representations Regarding the Trust Estate. (a) With respect to that portion of the Collateral described in clauses (a) through (dc) of the definition of Trust Estate, the Issuer represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "“deposit accounts" ,” “instruments” or "instruments“certificated securities," ” as applicable, within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) The Issuer has taken all steps necessary to cause the Indenture Trustee to become the account holder of the Collateral. (v) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. (vi) The Collateral is not in the name of any Person other than the Issuer or the Indenture Trustee. The Issuer has not consented to the bank maintaining the Collateral to comply with instructions of any Person other than the Indenture Trustee. (b) With respect to that portion of the Collateral described in clauses (e) and (f), the Issuer represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "general intangibles" within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) The Issuer has caused or will have caused, within ten daysdays of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Indenture Trustee hereunder. (v) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Issuer has not authorized the filing of, of and is not aware of any financing statements against, against the Issuer, Issuer that include a description of collateral covering the Collateral, Collateral other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. (vi) The Collateral is not in the name of any Person other than the Issuer or the Indenture Trustee. The Issuer is has in its possession all original copies of the security certificates that constitute or evidence the Collateral. The security certificates that constitute or evidence the Collateral do not aware have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. The Issuer has not consented to the bank maintaining the Collateral to comply with instructions of any judgment or tax lien filings against Person other than the IssuerIndenture Trustee.

Certain Representations Regarding the Trust Estate. (a) With respect to that portion of the Collateral described in clauses (a) through (dh) of the definition of Trust Estate, the Issuer represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "deposit accounts" or "instruments," as applicableIn each case, within the meaning of the applicable UCC: (A) the Collateral described in clauses (a) through (c) constitute “deposit accounts” or “instruments,” as applicable; (B) the Collateral described in clause (d) constitutes “real property;” and (C) the Collateral described in clauses (f) through (h) constitute “general intangibles.” (iii) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) The Issuer has taken all steps necessary to cause the Indenture Trustee to become the account holder of the Collateral. (v) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. (vi) The Collateral is not in the name of any Person other than the Issuer or the Indenture Trustee. The Issuer has not consented to the bank maintaining the Collateral to comply with instructions of any Person other than the Indenture Trustee. (b) With respect to that portion of the any Collateral described in clauses (e) and (f)which a security interest may be perfected by filing, the Issuer represents has not authorized the filing of, and is not aware of any financing statements against, the Issuer, that include a description of collateral covering such Collateral, other than any financing statement relating to the security interest granted to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor hereunder or that has been terminated. The Issuer is not aware of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as any judgment or tax lien filings against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "general intangibles" within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (ivc) The Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the all Collateral granted to the Indenture Trustee hereunderhereunder in which a security interest may be perfected by filing. Any financing statement that is filed in connection with this Section 3.26 shall contain a statement that a purchase or security interest in any collateral described therein will violate the rights of the secured party named in such financing statement. (vd) Other than The foregoing representations may not be waived and shall survive the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any issuance of the Collateral. The Issuer has not authorized the filing of, and is not aware of any financing statements against, the Issuer, that include a description of collateral covering the Collateral, other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the IssuerNotes.

Certain Representations Regarding the Trust Estate. (a) With respect to that portion of the Collateral described in clauses (a) through (dc) of the definition of Trust Estate, the Issuer represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "deposit accounts" or "instruments," as applicable, within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) The Issuer has taken all steps necessary to cause the Indenture Trustee to become the account holder of the Collateral. (v) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. (vi) The Collateral is not in the name of any Person other than the Issuer or the Indenture Trustee. The Issuer has not consented to the bank maintaining the Collateral to comply with instructions of any Person other than the Indenture Trustee. (b) With respect to that portion of the Collateral described in clauses (ed) and (f)e) of the definition of Trust Estate, the Issuer represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "general intangibles" within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) The Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Indenture Trustee hereunder. (v) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Issuer has not authorized the filing of, and is not aware of any financing statements against, the Issuer, that include a description of collateral covering the Collateral, other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer. (c) The foregoing representations may not be waived and shall survive the issuance of the Bonds.

Certain Representations Regarding the Trust Estate. (a) With respect to that portion of the Collateral described in clauses (a) through (d) of the definition of Trust Estate, the Issuer represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "deposit accounts" or "instruments," as applicable, within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) The Issuer has taken all steps necessary to cause the Indenture Trustee to become the account holder of the Collateral. (v) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. (vi) The Collateral is not in the name of any Person other than the Issuer or the Indenture Trustee. The Issuer has not consented to the bank maintaining the Collateral to comply with instructions of any Person other than the Indenture Trustee. (b) With respect to that portion of the Collateral described in clauses clause (e) and (f), the Issuer represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "general intangibles" within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. (c) With respect to any Collateral in which a security interest may be perfected by filing, the Issuer has not authorized the filing of, and is not aware of any financing statements against, the Issuer, that include a description of collateral covering such Collateral, other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer. (d) The Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the all Collateral granted to the Indenture Trustee hereunderhereunder in which a security interest may be perfected by filing. Any financing statement that is filed in connection with this Section 3.28 shall contain a statement that a purchase or security interest in any collateral described therein will violate the rights of the secured party named in such financing statement. (ve) Other than The foregoing representations may not be waived and shall survive the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any issuance of the Collateral. The Issuer has not authorized the filing of, and is not aware of any financing statements against, the Issuer, that include a description of collateral covering the Collateral, other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the IssuerNotes.

Certain Representations Regarding the Trust Estate. (a) With respect to that portion of the Collateral described in clauses (a) through (dc) of the definition of Trust Estate, the Issuer Issuing Entity represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the IssuerIssuing Entity. (ii) The Collateral constitutes "“deposit accounts" ,” “instruments” or "instruments“certificated securities," ” as applicable, applicable within the meaning of the applicable UCC. (iii) The Issuer Issuing Entity owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) The Issuer has taken all steps necessary to cause the Indenture Trustee to become the account holder of the Collateral. (v) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. (vi) The Collateral is not in the name of any Person other than the Issuer or the Indenture Trustee. The Issuer has not consented to the bank maintaining the Collateral to comply with instructions of any Person other than the Indenture Trustee. (b) With respect to that portion of the Collateral described in clauses (e) and (f), the Issuer represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "general intangibles" within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) The Issuer Issuing Entity has caused or will have caused, within ten daysdays of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Indenture Trustee hereunder. (v) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, or the Issuer conveyances that the Issuing Entity would be required to make at the time of a REMIC Conversion, the Issuing Entity has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Issuer Issuing Entity has not authorized the filing of, of and is not aware of any financing statements against, against the Issuer, Issuing Entity that include a description of collateral covering the Collateral, Collateral other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. (vi) The Collateral is not in the name of any Person other than the Issuing Entity or the Indenture Trustee. The Issuer is Issuing Entity has in its possession all original copies of the security certificates that constitute or evidence the Collateral. The security certificates that constitute or evidence the Collateral do not aware have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. The Issuing Entity has not consented to the bank maintaining the Collateral to comply with instructions of any judgment or tax lien filings against Person other than the IssuerIndenture Trustee. (vii) The foregoing representations may not be waived and shall survive the issuance of the Notes.

Certain Representations Regarding the Trust Estate. (a) With respect to that portion of the Collateral described in clauses (a) through (d) of the definition of Trust Estate, the Issuer represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "deposit accounts" or "instruments," as applicable, within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) The Issuer has taken all steps necessary to cause the Indenture Trustee to become the account holder of the Collateral. (v) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. (vi) The Collateral is not in the name of any Person other than the Issuer or the Indenture Trustee. The Issuer has not consented to the bank maintaining the Collateral to comply with instructions of any Person other than the Indenture Trustee. (b) With respect to that portion of the Collateral described in clauses (e) and (f), the Issuer represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "general intangibles" within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) The Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Indenture Trustee hereunder. (v) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Issuer has not authorized the filing of, and is not aware of any financing statements against, the Issuer, that include a description of collateral covering the Collateral, other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer.

Certain Representations Regarding the Trust Estate. (a) With respect to that portion of the Collateral described in clauses (a) through (df) of the definition of Trust Estate, the Issuer represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, as trustee for the Bondholders, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "“deposit accounts" ” or "“instruments," ” as applicable, within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) The Issuer has taken all steps necessary to cause the Indenture Trustee to become the account holder of the Collateral. (v) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. (vi) The Collateral is not in the name of any Person other than the Issuer or the Indenture Trustee. The Issuer has not consented to the bank maintaining the Collateral to comply with instructions of any Person other than the Indenture Trustee. (b) With respect to that portion of the Collateral described in clauses (e) and (f), the Issuer represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, as trustee for the Bondholders, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "“general intangibles" ” within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. (c) With respect to any Collateral in which a security interest may be perfected by filing, the Issuer has not authorized the filing of, and is not aware of any financing statements against, the Issuer, that include a description of collateral covering such Collateral, other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer. (d) The Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the all Collateral granted to the Indenture Trustee hereunderhereunder in which a security interest may be perfected by filing. Any financing statement that is filed in connection with this Section 3.29 shall contain a statement that a purchase or security interest in any collateral described therein will violate the rights of the secured party named in such financing statement. (ve) Other than The foregoing representations may not be waived and shall survive the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any issuance of the Collateral. The Issuer has not authorized the filing of, and is not aware of any financing statements against, the Issuer, that include a description of collateral covering the Collateral, other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the IssuerBonds.

Certain Representations Regarding the Trust Estate. (a) With respect to that portion of the Collateral described in clauses (a) through (d) of the definition of Trust Estate, the Issuer Issuing Entity represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the IssuerIssuing Entity. (ii) The Collateral constitutes "“deposit accounts" ” or "“instruments," ” as applicable, within the meaning of the applicable UCC. (iii) The Issuer Issuing Entity owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) The Issuer Issuing Entity has taken all steps necessary to cause the Indenture Trustee to become the account holder of the Collateral. (v) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer Issuing Entity has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. (vi) The Collateral is not in the name of any Person other than the Issuer Issuing Entity or the Indenture Trustee. The Issuer Issuing Entity has not consented to the bank maintaining the Collateral to comply with instructions of any Person other than the Indenture Trustee. (b) With respect to that portion of the Collateral described in clauses clause (e) and (f), the Issuer Issuing Entity represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the IssuerIssuing Entity. (ii) The Collateral constitutes "“general intangibles" ” within the meaning of the applicable UCC. (iii) The Issuer Issuing Entity owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuing Entity has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. (c) With respect to any Collateral in which a security interest may be perfected by filing, the Issuing Entity has not authorized the filing of, and is not aware of any financing statements against, the Issuing Entity, that include a description of collateral covering such Collateral, other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer Issuing Entity is not aware of any judgment or tax lien filings against the Issuing Entity. (d) The Issuing Entity has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the all Collateral granted to the Indenture Trustee hereunderhereunder in which a security interest may be perfected by filing and the Issuing Entity will cause such security interest to be maintained. Any financing statement that is filed in connection with this Section 3.28 shall contain a statement that a purchase or security interest in any collateral described therein will violate the rights of the secured party named in such financing statement. (ve) Other than The foregoing representations may not be waived and shall survive the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any issuance of the Collateral. The Issuer has not authorized the filing of, and is not aware of any financing statements against, the Issuer, that include a description of collateral covering the Collateral, other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the IssuerNotes.

Certain Representations Regarding the Trust Estate. (a) With respect to that portion of the Collateral described in clauses (a) through (df) of the definition of Trust Estate, the Issuer represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, as trustee for the Bondholders, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "deposit accounts" or "instruments," as applicable, within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) The Issuer has taken all steps necessary to cause the Indenture Trustee to become the account holder of the Collateral. (v) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. (vi) The Collateral is not in the name of any Person other than the Issuer or the Indenture Trustee. The Issuer has not consented to the bank maintaining the Collateral to comply with instructions of any Person other than the Indenture Trustee. (b) With respect to that portion of the Collateral described in clauses clause (e) and (fg), the Issuer represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, as trustee for the Bondholders, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "general intangibles" within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. (c) With respect to any Collateral in which a security interest may be perfected by filing, the Issuer has not authorized the filing of, and is not aware of any financing statements against, the Issuer, that include a description of collateral covering such Collateral, other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer. (d) The Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the all Collateral granted to the Indenture Trustee hereunderhereunder in which a security interest may be perfected by filing. Any financing statement that is filed in connection with this Section 3.29 shall contain a statement that a purchase or security interest in any collateral described therein will violate the rights of the secured party named in such financing statement. (ve) Other than The foregoing representations may not be waived and shall survive the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any issuance of the Collateral. The Issuer has not authorized the filing of, and is not aware of any financing statements against, the Issuer, that include a description of collateral covering the Collateral, other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the IssuerBonds.

Certain Representations Regarding the Trust Estate. (a) With respect to that portion of the Collateral described in clauses (a) through (dc) of the definition of Trust Estate, the Issuer represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "“deposit accounts" ,” “instruments” or "instruments“certificated securities," ” as applicable, within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) The Issuer has taken all steps necessary to cause the Indenture Trustee to become the account holder of the Collateral. (v) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. (vi) The Collateral is not in the name of any Person other than the Issuer or the Indenture Trustee. The Issuer has not consented to the bank maintaining the Collateral to comply with instructions of any Person other than the Indenture Trustee. (b) With respect to that portion of the Collateral described in clauses (e) and (f), the Issuer represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "general intangibles" within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) The Issuer has caused or will have caused, within ten daysdays of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Indenture Trustee hereunder. (v) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Issuer has not authorized the filing of, of and is not aware of any financing statements against, against the Issuer, Issuer that include a description of collateral covering the Collateral, Collateral other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. (vi) The Collateral is not in the name of any Person other than the Issuer or the Indenture Trustee. The Issuer is has in its possession all original copies of the security certificates that constitute or evidence the Collateral. The security certificates that constitute or evidence the Collateral do not aware have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. The Issuer has not consented to the bank maintaining the Collateral to comply with instructions of any judgment or tax lien filings against Person other than the IssuerIndenture Trustee. (vii) The foregoing representations may not be waived and shall survive the issuance of the Notes.

Certain Representations Regarding the Trust Estate. (a) With respect to that portion of the Collateral described in clauses (a) through (dc) of the definition of Trust Estate, the Issuer represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "deposit accounts" or "instruments," as applicable, within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) The Issuer has taken all steps necessary to cause the Indenture Trustee to become the account holder of the Collateral. (v) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. (vi) The Collateral is not in the name of any Person other than the Issuer or the Indenture Trustee. The Issuer has not consented to the bank maintaining the Collateral to comply with instructions of any Person other than the Indenture Trustee. (b) With respect to that portion of the Collateral described in clauses (ed) and (fe), the Issuer represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "general intangibles" within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. (c) With respect to any Collateral in which a security interest may be perfected by filing, the Issuer has not authorized the filing of, and is not aware of any financing statements against, the Issuer, that include a description of collateral covering such Collateral, other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer. (d) The Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the all Collateral granted to the Indenture Trustee hereunderhereunder in which a security interest may be perfected by filing. Any financing statement that is filed in connection with this Section 3.28 shall contain a statement that a purchase or security interest in any collateral described therein will violate the rights of the secured party named in such financing statement. (ve) Other than The foregoing representations may not be waived and shall survive the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any issuance of the Collateral. The Issuer has not authorized the filing of, and is not aware of any financing statements against, the Issuer, that include a description of collateral covering the Collateral, other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the IssuerNotes.

Certain Representations Regarding the Trust Estate. (a) With respect to that portion of the Collateral described in clauses (a) through (dc) of the definition of Trust Estate, the Issuer represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "deposit accounts" or "instruments," as applicable, within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) The Issuer has taken all steps necessary to cause the Indenture Trustee to become the account holder of the Collateral. (v) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. (vi) The Collateral is not in the name of any Person other than the Issuer or the Indenture Trustee. The Issuer has not consented to the bank maintaining the Collateral to comply with instructions of any Person other than the Indenture Trustee. (b) With respect to that portion of the Collateral described in clauses (ed) and (f)e) of the definition of Trust Estate, the Issuer represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "general intangibles" within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. (c) With respect to any Collateral in which a security interest may be perfected by filing, the Issuer has not authorized the filing of, and is not aware of any financing statements against, the Issuer, that include a description of collateral covering such Collateral, other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer. (d) The Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the all Collateral granted to the Indenture Trustee hereunderhereunder in which a security interest may be perfected by filing. Any financing statement that is filed in connection with this Section 3.25 shall contain a statement that a purchase or security interest in any collateral described therein will violate the rights of the secured party named in such financing statement. (ve) Other than The foregoing representations may not be waived and shall survive the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any issuance of the Collateral. The Issuer has not authorized the filing of, and is not aware of any financing statements against, the Issuer, that include a description of collateral covering the Collateral, other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the IssuerBonds.

Certain Representations Regarding the Trust Estate. (a) With respect to that portion of the Collateral described in clauses (a) through (d) of the definition of Trust EstateCollateral, the Issuer represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral described under clause (i) of the definition of Collateral constitutes "deposit accountsinstruments" or within the meaning of the applicable UCC, the Collateral described under clauses (iii), (v), (vi), (vii) and (viii) constitute "instruments,general intangibles" as applicable, within the meaning of the applicable UCC and the Collateral described under clause (iv) of the definition of Collateral constitutes "proceeds" within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) The Issuer has taken all steps necessary to cause the Indenture Trustee to become the account holder of the Collateral. (v) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. (vi) The Collateral is not in the name of any Person other than the Issuer or the Indenture Trustee. The Issuer has not consented to the bank maintaining the Collateral to comply with instructions of any Person other than the Indenture Trustee. (b) With respect to that portion of the Collateral described in clauses (e) and (f), the Issuer represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "general intangibles" within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) The Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Indenture Trustee hereunder. (v) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Issuer has not authorized the filing of, and is not aware of any financing statements against, the Issuer, that include a description of collateral covering the Collateral, other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer. (vi) The Collateral is not in the name of any Person other than the Issuer or the Indenture Trustee. The Issuer has not consented to the bank maintaining the Collateral to comply with instructions of any Person other than the Indenture Trustee. (b) The foregoing representations may not be waived and shall survive the issuance of the Bonds.

Certain Representations Regarding the Trust Estate. (a) With respect to that portion of the Collateral described in clauses (a) through (dj) of the definition of Trust EstateGranting Clause, the Issuer represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "“deposit accounts" ” or "“instruments," ” as applicable, within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) The Issuer has taken all steps necessary to cause the Indenture Trustee to become the account holder of the Collateral. (v) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. (vi) The Collateral is not in the name of any Person other than the Issuer or the Indenture Trustee. The Issuer has not consented to the bank maintaining the Collateral to comply with instructions of any Person other than the Indenture Trustee. (b) With respect to that portion of the Collateral described in clauses (ei) and (f)j) of the Granting Clause, the Issuer represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "“general intangibles" ” within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) The Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Indenture Trustee hereunder. (v) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The . (c) With respect to any Collateral in which a security interest may be perfected by filing, the Issuer has not authorized the filing of, and is not aware of any financing statements against, the Issuer, that include a description of collateral covering the such Collateral, other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer. (d) The Issuer has caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in all Collateral granted to the Indenture Trustee hereunder in which a security interest may be perfected by filing. Any financing statement that is filed in connection with this Section 3.37 shall contain a statement that a purchase or security interest in any collateral described therein will violate the rights of the secured party named in such financing statement. (e) The foregoing representations may not be waived and shall survive the issuance of the Notes.

Certain Representations Regarding the Trust Estate. (a) With respect to that portion of the Collateral described in clauses (a) through (d) of the definition of Trust Estate, the Issuer represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "deposit accounts" or "instruments," as applicable, within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, Collateral free and clear of any lien, claim or encumbrance of any Person. (iv) The Issuer has taken all steps necessary to cause the Indenture Trustee to become the account holder of the Collateral. (v) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. (vi) The Collateral is not in the name of any Person other than the Issuer or the Indenture Trustee. The Issuer has not consented to the bank maintaining the Collateral to comply with instructions of any Person other than the Indenture Trustee. (b) With respect to that portion of the Collateral described in clauses (e) and (f), the Issuer represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "general intangibles" within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, Collateral free and clear of any lien, claim or encumbrance of any Person. (iv) The Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Indenture Trustee hereunder. (v) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Issuer has not authorized the filing of, of and is not aware of any financing statements against, against the Issuer, Issuer that include a description of collateral covering the Collateral, Collateral other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer.

Certain Representations Regarding the Trust Estate. (a) With respect to that portion of the Collateral described in clauses (a) through (d) of the definition of Trust Estate, the Issuer represents to the Indenture Trustee and the Note Insurer that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "deposit accounts" or "instruments," as applicable, within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) The Issuer has taken all steps necessary to cause the Indenture Trustee to become the account holder of the Collateral. (v) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. (vi) The Collateral is not in the name of any Person other than the Issuer or the Indenture Trustee. The Issuer has not consented to the bank maintaining the Collateral to comply with instructions of any Person other than the Indenture Trustee. (b) With respect to that portion of the Collateral described in clauses clause [(e) and (f)], the Issuer represents to the Indenture Trustee and the Note Insurer that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "general intangibles" within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. (c) With respect to any Collateral in which a security interest may be perfected by filing, the Issuer has not authorized the filing of, and is not aware of any financing statements against, the Issuer, that include a description of collateral covering such Collateral, other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer. (d) The Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the all Collateral granted to the Indenture Trustee hereunderhereunder in which a security interest may be perfected by filing and the Issuer will cause such security interest to be maintained. Any financing statement that is filed in connection with this Section 3.28 shall contain a statement that a purchase or security interest in any collateral described therein will violate the rights of the secured party named in such financing statement. (ve) Other than The foregoing representations may not be waived and shall survive the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any issuance of the Collateral. The Issuer has not authorized the filing of, and is not aware of any financing statements against, the Issuer, that include a description of collateral covering the Collateral, other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the IssuerNotes.

Certain Representations Regarding the Trust Estate. (a) With respect to that portion of the Collateral described in clauses (a) through (df) of the definition of Trust Estate, the Issuer represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, as trustee for the Bondholders, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "“deposit accounts" ” or "“instruments," ” as applicable, within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) The Issuer has taken all steps necessary to cause the Indenture Trustee to become the account holder of the Collateral. (v) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. (vi) The Collateral is not in the name of any Person other than the Issuer or the Indenture Trustee. The Issuer has not consented to the bank maintaining the Collateral to comply with instructions of any Person other than the Indenture Trustee. (b) With respect to that portion of the Collateral described in clauses clause (e) and (fg), the Issuer represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, as trustee for the Bondholders, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "“general intangibles" ” within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. (c) With respect to any Collateral in which a security interest may be perfected by filing, the Issuer has not authorized the filing of, and is not aware of any financing statements against, the Issuer, that include a description of collateral covering such Collateral, other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer. (d) The Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the all Collateral granted to the Indenture Trustee hereunderhereunder in which a security interest may be perfected by filing. Any financing statement that is filed in connection with this Section 3.29 shall contain a statement that a purchase or security interest in any collateral described therein will violate the rights of the secured party named in such financing statement. (ve) Other than The foregoing representations may not be waived and shall survive the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any issuance of the Collateral. The Issuer has not authorized the filing of, and is not aware of any financing statements against, the Issuer, that include a description of collateral covering the Collateral, other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the IssuerBonds.

Certain Representations Regarding the Trust Estate. (a) With respect to that portion of the Collateral described in clauses (a) through (d) of the definition of Trust Estate, the The Issuer represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "“certificated securities,” “deposit accounts" ,” “instruments” or "instruments," “general intangibles” or is a Financial Asset credited to a Securities Account, as applicable, applicable within the meaning of the applicable UCC; provided that the Collection Account, Escrow Account, Payment Account and Reserve Account constitute Securities Accounts. (iii) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) The Issuer has taken all steps necessary to cause the Indenture Trustee to become the account holder of the Collateral. (v) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. (vi) The Collateral is not in the name of any Person other than the Issuer or the Indenture Trustee. The Issuer has not consented to the bank maintaining the Collateral to comply with instructions of any Person other than the Indenture Trustee. (b) With respect to that portion of the Collateral described in clauses (e) and (f), the Issuer represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "general intangibles" within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateralpledged by it, free and clear of any lien, claim or encumbrance of any Person. (iv) The Issuer has caused or will have caused, within ten days(10) days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Indenture Trustee hereunderlaw. (v) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Issuer has not authorized the filing of, of and is not aware of any financing statements against, against the Issuer, Issuer that include a description of collateral covering comprising the Collateral, Collateral other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. (vi) The Collateral is not in the name of any Person other than the Issuer, the Taxable REIT Subsidiary, the Servicer, the Participation Agent or with respect to amounts in the Reserve Account and the Payment Account, the Indenture Trustee. The Indenture Trustee, or the Custodian on behalf of the Indenture Trustee, has in its possession all original copies of the Mortgage Notes (or lost note affidavits) and the Security Certificates that constitute or evidence the Collateral, including the Participation Certificate. The Mortgage Notes and the Security Certificates that constitute or evidence the Collateral do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. The Issuer is has not aware consented to the bank maintaining the Collateral to comply with instructions of any judgment or tax lien filings against Person other than the IssuerIndenture Trustee. (vii) The Issuer has received all consents and approvals required by the terms of each item of Collateral to the transfer to the Indenture Trustee of its interest and rights in the Collateral.

Certain Representations Regarding the Trust Estate. (a) With respect to that portion of the Collateral described in clauses (a) through (dh) of the definition of Trust EstateGranting Clause, the Issuer represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "“deposit accounts" ” or "“instruments," ” as applicable, within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) The Issuer has taken all steps necessary to cause the Indenture Trustee to become the account holder of the Collateral. (v) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. (vi) The Collateral is not in the name of any Person other than the Issuer or the Indenture Trustee. The Issuer has not consented to the bank maintaining the Collateral to comply with instructions of any Person other than the Indenture Trustee. (b) With respect to that portion of the Collateral described in clauses (ei) and (f)h) of the Granting Clause, the Issuer represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "“general intangibles" ” within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) The Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Indenture Trustee hereunder. (v) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The . (c) With respect to any Collateral in which a security interest may be perfected by filing, the Issuer has not authorized the filing of, and is not aware of any financing statements against, the Issuer, that include a description of collateral covering the such Collateral, other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer. (d) The Issuer has caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in all Collateral granted to the Indenture Trustee hereunder in which a security interest may be perfected by filing. Any financing statement that is filed in connection with this Section 3.37 shall contain a statement that a purchase or security interest in any collateral described therein will violate the rights of the secured party named in such financing statement. (e) The foregoing representations may not be waived and shall survive the issuance of the Notes.

Certain Representations Regarding the Trust Estate. (a) With respect to that portion of the Collateral described in clauses (a) through (df) of the definition of Trust Estate, the Issuer represents to the Indenture Trustee and the Bond Insurer that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, as trustee for the Bondholders and the Bond Insurer, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "deposit accounts" or "instruments," as applicable, within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) The Issuer has taken all steps necessary to cause the Indenture Trustee to become the account holder of the Collateral. (v) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. (vi) The Collateral is not in the name of any Person other than the Issuer or the Indenture Trustee. The Issuer has not consented to the bank maintaining the Collateral to comply with instructions of any Person other than the Indenture Trustee. (b) With respect to that portion of the Collateral described in clauses clause (e) and (fg), the Issuer represents to the Indenture Trustee and the Bond Insurer that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, as trustee for the Bondholders and the Bond Insurer, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "general intangibles" within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. (c) With respect to any Collateral in which a security interest may be perfected by filing, the Issuer has not authorized the filing of, and is not aware of any financing statements against, the Issuer, that include a description of collateral covering such Collateral, other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer. (d) The Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the all Collateral granted to the Indenture Trustee hereunderhereunder in which a security interest may be perfected by filing. Any financing statement that is filed in connection with this Section 3.29 shall contain a statement that a purchase or security interest in any collateral described therein will violate the rights of the secured party named in such financing statement. (ve) Other than The foregoing representations may not be waived and shall survive the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any issuance of the Collateral. The Issuer has not authorized the filing of, and is not aware of any financing statements against, the Issuer, that include a description of collateral covering the Collateral, other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the IssuerBonds.

Certain Representations Regarding the Trust Estate. (a) With respect to that portion of the Collateral described in clauses (a) through (dc) of the definition of Trust Estate, the Issuer represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "deposit accounts" or "instruments," as applicable, applicable within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) The Issuer has taken all steps necessary to cause the Indenture Trustee to become the account holder of the Collateral. (v) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. (vi) The Collateral is not in the name of any Person other than the Issuer or the Indenture Trustee. The Issuer has not consented to the bank maintaining the Collateral to comply with instructions of any Person other than the Indenture Trustee. (b) With respect to that portion of the Collateral described in clauses (e) and (f), the Issuer represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "general intangibles" within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) The Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Indenture Trustee hereunder. (v) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Issuer has not authorized the filing of, and is not aware of any financing statements against, the Issuer, that include a description of collateral covering the Collateral, other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer.

Certain Representations Regarding the Trust Estate. (a) With respect to that portion of the Collateral described in clauses (a) through (dc) of the definition of Trust Estate, the Issuer represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "“deposit accounts" ” or "“instruments," ” as applicable, within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) The Issuer has taken all steps necessary to cause the Indenture Trustee to become the account holder of the Collateral. (v) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. (vi) The Collateral is not in the name of any Person other than the Issuer or the Indenture Trustee. The Issuer has not consented to the bank maintaining the Collateral to comply with instructions of any Person other than the Indenture Trustee. (b) With respect to that portion of the Collateral described in clauses (ed) and (fe), the Issuer represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "“general intangibles" ” within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) The Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Indenture Trustee hereunder. (v) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The . (c) With respect to any Collateral in which a security interest may be perfected by filing, the Issuer has not authorized the filing of, and is not aware of any financing statements against, the Issuer, that include a description of collateral covering the such Collateral, other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer. (d) The Issuer has caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in all Collateral granted to the Indenture Trustee hereunder in which a security interest may be perfected by filing. Any financing statement that is filed in connection with this Section 3.28 shall contain a statement that a purchase or security interest in any collateral described therein will violate the rights of the secured party named in such financing statement. (e) The foregoing representations may not be waived and shall survive the issuance of the Notes.

Certain Representations Regarding the Trust Estate. (a) With respect to that portion of the Collateral described in clauses (a) through (dc) of the definition of Trust Estate, the Issuer represents to the Indenture Trustee that: (ib) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (iic) The Collateral constitutes "“deposit accounts" ,” “instruments” or "instruments“certificated securities," ” as applicable, applicable within the meaning of the applicable UCC. (iiid) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) The Issuer has taken all steps necessary to cause the Indenture Trustee to become the account holder of the Collateral. (v) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. (vi) The Collateral is not in the name of any Person other than the Issuer or the Indenture Trustee. The Issuer has not consented to the bank maintaining the Collateral to comply with instructions of any Person other than the Indenture Trustee. (b) With respect to that portion of the Collateral described in clauses (e) and (f), the Issuer represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "general intangibles" within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) The Issuer has caused or will have caused, within ten daysdays of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Indenture Trustee hereunder. (vf) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Issuer has not authorized the filing of, of and is not aware of any financing statements against, against the Issuer, Issuer that include a description of collateral covering the Collateral, Collateral other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. (g) The Collateral is not in the name of any Person other than the Issuer or the Indenture Trustee. The Issuer is has in its possession all original copies of the security certificates that constitute or evidence the Collateral. The security certificates that constitute or evidence the Collateral do not aware have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. The Issuer has not consented to the bank maintaining the Collateral to comply with instructions of any judgment or tax lien filings against Person other than the IssuerIndenture Trustee.

Certain Representations Regarding the Trust Estate. (a) With respect to that portion of the Collateral described in clauses (a) through (dc) of the definition of Trust Estate, the Issuer represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "deposit accounts" or "instruments," as applicable, within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) The Issuer has taken all steps necessary to cause the Indenture Trustee to become the account holder of the Collateral. (v) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. (vi) The Collateral is not in the name of any Person other than the Issuer or the Indenture Trustee. The Issuer has not consented to the bank maintaining the Collateral to comply with instructions of any Person other than the Indenture Trustee. (b) With respect to that portion of the Collateral described in clauses (ed) and (fe), the Issuer represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "general intangibles" within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) The Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Indenture Trustee hereunder. (v) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The . (c) With respect to any Collateral in which a security interest may be perfected by filing, the Issuer has not authorized the filing of, and is not aware of any financing statements against, the Issuer, that include a description of collateral covering the such Collateral, other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer. (d) The Issuer has caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in all Collateral granted to the Indenture Trustee hereunder in which a security interest may be perfected by filing. Any financing statement that is filed in connection with this Section 3.28 shall contain a statement that a purchase or security interest in any collateral described therein will violate the rights of the secured party named in such financing statement. (e) The foregoing representations may not be waived and shall survive the issuance of the Notes.

Certain Representations Regarding the Trust Estate. (a) With respect to that portion of the Collateral described in clauses (a) through (d) of the definition of Trust Estate, the Issuer represents to the Indenture Trustee and to the Note Insurer that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "deposit accounts" or "instruments," as applicable, within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) The Issuer has taken all steps necessary to cause the Indenture Trustee to become the account holder of the Collateral. (v) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. (vi) The Collateral is not in the name of any Person other than the Issuer or the Indenture Trustee. The Issuer has not consented to the bank maintaining the Collateral to comply with instructions of any Person other than the Indenture Trustee. (b) With respect to that portion of the Collateral described in clauses clause (e) and (f), the Issuer represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "general intangibles" within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. (c) With respect to any Collateral in which a security interest may be perfected by filing, the Issuer has not authorized the filing of, and is not aware of any financing statements against, the Issuer, that include a description of collateral covering such Collateral, other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer. (d) The Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the all Collateral granted to the Indenture Trustee hereunderhereunder in which a security interest may be perfected by filing and the Issuer will cause such security interest to be maintained. Any financing statement that is filed in connection with this Section 3.28 shall contain a statement that a purchase or security interest in any collateral described therein will violate the rights of the secured party named in such financing statement. (ve) Other than The foregoing representations may not be waived and shall survive the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any issuance of the Collateral. The Issuer has not authorized the filing of, and is not aware of any financing statements against, the Issuer, that include a description of collateral covering the Collateral, other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the IssuerNotes.

Certain Representations Regarding the Trust Estate. (a) With respect to that portion of the Collateral described in clauses (a) through (dc) of the definition of Trust Estate, the Issuer Issuing Entity represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the IssuerIssuing Entity. (ii) The Collateral constitutes "“deposit accounts" ,” “instruments” or "instruments“certificated securities," ” as applicable, applicable within the meaning of the applicable UCC. (iii) The Issuer Issuing Entity owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) The Issuer has taken all steps necessary to cause the Indenture Trustee to become the account holder of the Collateral. (v) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. (vi) The Collateral is not in the name of any Person other than the Issuer or the Indenture Trustee. The Issuer has not consented to the bank maintaining the Collateral to comply with instructions of any Person other than the Indenture Trustee. (b) With respect to that portion of the Collateral described in clauses (e) and (f), the Issuer represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "general intangibles" within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) The Issuer Issuing Entity has caused or will have caused, within ten daysdays of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Indenture Trustee hereunder. (v) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, or the Issuer conveyances that the Issuing Entity would be required to make following a TMP Trigger Event, the Issuing Entity has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Issuer Issuing Entity has not authorized the filing of, of and is not aware of any financing statements against, against the Issuer, Issuing Entity that include a description of collateral covering the Collateral, Collateral other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. (vi) The Collateral is not in the name of any Person other than the Issuing Entity or the Indenture Trustee. The Issuer is Issuing Entity has in its possession all original copies of the security certificates that constitute or evidence the Collateral. The security certificates that constitute or evidence the Collateral do not aware have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. The Issuing Entity has not consented to the bank maintaining the Collateral to comply with instructions of any judgment Person other than the Indenture Trustee. All financing statements filed or tax lien filings to be filed against the IssuerIssuing Entity in favor of the Indenture Trustee in connection herewith describing the Collateral contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Secured Party.” (vii) The foregoing representations may not be waived and shall survive the issuance of the Notes.

Certain Representations Regarding the Trust Estate. (a) With respect to that portion of the Collateral described in clauses clause (ai) through of the Granting Clause, the Issuer, represents to the Indenture Trustee that: (di) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The portion of the Collateral described in clause (i) of the definition of Trust Estate constitutes “certificated securities” within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral free and clear of any lien, claim or encumbrance of any Person. (iv) All original executed copies of each Underlying Certificate that constitute or evidence the Collateral have been delivered to the Indenture Trustee and each such Underlying Certificate has been registered in the name of the Indenture Trustee. (v) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Collateral other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer. (vi) None of the Underlying Certificates has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. (vii) The Issuer has received all consents and approvals required by the terms of the Collateral to the pledge hereunder to the Indenture Trustee of its interests and rights in the Collateral. (viii) The Issuer has caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financial statements in the proper office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Indenture Trustee, for the benefit and security of the Secured Party hereunder. (b) With respect to that portion of the Collateral described in clause (ii) and (iii) of the definition of Trust Estate, the Issuer Issuer, represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "“deposit accounts" or "instruments," as applicable, ” within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, Collateral free and clear of any lien, claim or encumbrance of any Person. (iv) The Issuer has taken all steps necessary to cause the Indenture Trustee to become the account holder of the Collateral. (v) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. (vi) The Collateral is not in the name of any Person other than the Issuer or the Indenture Trustee. The Issuer has not consented to the bank maintaining the Collateral to comply with instructions of any Person other than the Indenture Trustee. (bvii) The Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Indenture Trustee hereunder. (c) With respect to that portion of the Collateral described in clauses (eiv), (v) and (fvi), the Issuer Issuer, represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes "“general intangibles" ” within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, Collateral free and clear of any lien, claim or encumbrance of any Person. (iv) The Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Indenture Trustee hereunder. (v) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Issuer has not authorized the filing of, of and is not aware of any financing statements against, against the Issuer, Issuer that include a description of collateral covering the Collateral, Collateral other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer. (d) The foregoing representations may not be waived and shall survive the issuance of the Notes.