Common use of Certificate of the Issuer Regarding Assets Clause in Contracts

Certificate of the Issuer Regarding Assets. An Officer’s certificate of the Issuer, dated as of the Closing Date, to the effect that: (A) in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(y) below) on the Closing Date; (I) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; (ii) those Granted pursuant to this Indenture and (iii) any other Permitted Liens; (II) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (I) above; (III) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Account Control Agreement; (IV) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee; (V) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI) (x) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (y) the requirements of Section 3.1(a)(vii) have been satisfied; (VII) upon the Grant by the Issuer, the Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased or entered into binding commitments to purchase on or prior to the Closing Date is at least U.S.$400,000,000.

Certificate of the Issuer Regarding Assets. An Officer’s certificate of the Issuer, dated as of the Closing Date, to the effect that: (A) in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(y) below) on the Closing Date; (I) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; (ii) those Granted pursuant to this Indenture and (iii) any other Permitted Liens; (II) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (I) above; (III) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Account Control Agreement; (IV) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee; (V) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI) (x) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (y) the requirements of Section 3.1(a)(vii) have been satisfied; (VII) upon the Grant by the Issuer, the Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased or entered into binding commitments to purchase on or prior to the Closing Date is at least U.S.$400,000,000U.S.$240,000,000.

Certificate of the Issuer Regarding Assets. An Officer’s A certificate of an Authorized Officer of the Issuer, dated as of the Closing Datedate of the additional issuance, to the effect that: (A) , in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, Assets on the Closing Date date of the additional issuance and immediately prior to the Delivery delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(y) below) on the Closing Date;date of the additional issuance: (IA) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; date of the additional issuance or (ii) those Granted pursuant to this Indenture and (iii) any other Permitted LiensIndenture; (IIB) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (IA) above; (IIIC) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been releasedreleased or is being released on the date of the additional issuance) other than interests Granted pursuant to this Indenture and the Account Control AgreementIndenture; (IVD) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee; (VE) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VIF) (x) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), each Collateral Obligation Obligations included in the Assets satisfies satisfy the requirements of the definition of “Collateral Obligation” and (y) the requirements of Section 3.1(a)(vii) have been satisfied”; (VIIG) after giving effect to the inclusion of the additional Collateral Obligations in the Assets, the Collateral Quality Test and each Concentration Limitation is satisfied, or, if not satisfied, maintained or improved; and (H) upon the Grant by the Issuer, the Trustee has a first priority perfected security interest in the such Collateral Obligations and other Assets, except as permitted by this Indenture; and (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased or entered into binding commitments to purchase on or prior to the Closing Date is at least U.S.$400,000,000.

Certificate of the Issuer Regarding Assets. An Officer’s A certificate of an Authorized Officer of the Issuer, dated as of the Closing Datedate of the additional issuance, to the effect that: (A) , in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, Assets on the Closing Date date of the additional issuance and immediately prior to the Delivery delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(y) below) on the Closing Date;date of the additional issuance: (IA) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; date of the additional issuance or (ii) those Granted pursuant to this Indenture and (iii) any other Permitted LiensIndenture; (IIB) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (IA) above; (IIIC) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been releasedreleased or is being released on the date of the additional issuance) other than interests Granted pursuant to this Indenture and the Account Control AgreementIndenture; (IVD) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee; (VE) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VIF) (x) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), each Collateral Obligation Obligations included in the Assets satisfies satisfy the requirements of the definition of “"Collateral Obligation” and (y) the requirements of Section 3.1(a)(vii) have been satisfied"; (VIIG) after giving effect to the inclusion of the additional Collateral Obligations in the Assets, the Collateral Quality Test and each Concentration Limitation is satisfied, or, if not satisfied, maintained or improved; and (H) upon the Grant by the Issuer, the Trustee has a first priority perfected security interest in the such Collateral Obligations and other Assets, except as permitted by this Indenture; and (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased or entered into binding commitments to purchase on or prior to the Closing Date is at least U.S.$400,000,000.

Certificate of the Issuer Regarding Assets. An Officer’s certificate of the Issuer, dated as of the Closing Date, to the effect that: (A) in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(y) below) on the Closing Date; (I) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; (ii) those Granted pursuant to this Indenture and (iii) any other Permitted Liens; (II) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (I) above; (III) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Account Control Agreement; (IV) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee; (V) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI) (x) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (y) the requirements of Section 3.1(a)(vii) have been satisfied; (VII) upon the Grant by the Issuer, the Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased or entered into binding commitments to purchase on or prior to the Closing Date is at least U.S.$400,000,000U.S.$450,000,000.

Certificate of the Issuer Regarding Assets. An Officer’s certificate of the Issuer, dated as of the Closing Date, to the effect that: (A) in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(yVI)(ii) below) on the Closing Date; (I) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; (ii) those Granted pursuant to this Indenture and (iii) any other Permitted Liens; (II) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (I) above; (III) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Account Control AgreementIndenture; (IV) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee; (V) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI) (xi) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (yii) the requirements of Section 3.1(a)(vii3.1(vii) have been satisfied; (VII) upon the Grant by the Issuer, the Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased or purchased, acquired, entered into binding commitments to purchase, or identified for purchase on or prior to the Closing Date is at least U.S.$400,000,000U.S.$889,892,141.42.

Certificate of the Issuer Regarding Assets. An Officer’s certificate of the Issuer, dated as of the Closing Date, to the effect that: (A) in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(y) below) on the Closing Date; (I) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; (ii) those Granted pursuant to this Indenture and (iii) any other Permitted Liens; (II) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (I) above; (III) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Account Control Agreement; (IV) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee; (V) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI) (x) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (y) the requirements of Section 3.1(a)(vii) have been satisfied; (VII) upon the Grant by the Issuer, the Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased or entered into binding commitments to purchase on or prior to the Closing Date is at least U.S.$400,000,000U.S.$365,215,000.

Certificate of the Issuer Regarding Assets. An Officer’s certificate of the Issuer, dated as of the Closing Date, to the effect that: (Ai) in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(yE)(2) below) on the Closing Date;: (IA) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i1) those which are being released on the Closing Date; (ii2) those Granted pursuant to this Indenture and (iii3) any other Permitted Liens; (IIB) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (IA) above; (IIIC) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Securities Account Control Agreement; (IVD) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee; (VE) (1) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI) (x) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(f), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (y2) the requirements of Section 3.1(a)(vii3.1(g) have been satisfied; (VIIF) upon the Grant by the Issuer, the Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and (Bii) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(f), the Aggregate Principal Balance of the Collateral Obligations which the Issuer owns as of the Closing Date or for which the Issuer has purchased or entered into binding commitments to purchase on or prior to the Closing Date is at least U.S.$400,000,000the amount indicated in the Closing Date Certificate.

Certificate of the Issuer Regarding Assets. An Officer’s certificate of the Issuer, dated as of the Closing Date, to the effect that: (Ai) in the case of each Collateral Obligation pledged to the Trustee Collateral Agent for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(yVI)(ii) below) on the Closing Date; (I) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; (ii) those Granted pursuant to this Indenture and (iii) any other Permitted Liens; (II) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (I) above; (III) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Securities Account Control Agreement; (IV) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the TrusteeCollateral Agent; (V) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(f), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI) (xi) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(f), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (yii) the requirements of Section 3.1(a)(vii3.1(g) have been satisfied; (VII) upon the Grant by the Issuer, the Trustee Collateral Agent has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and (Bii) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(f), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased purchased, acquired in the Initial Sale and Contribution or entered into binding commitments to purchase on or prior to the Closing Date is at least U.S.$400,000,000U.S.$310,000,000.

Certificate of the Issuer Regarding Assets. An Officer’s certificate of the Issuer, dated as of the Closing Date, to the effect that: (A) in the case of each Collateral Obligation pledged to the Collateral Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(yVI)(ii) below) on the Closing Date; (I) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; (ii) those Granted pursuant to this Indenture and (iii) any other Permitted Liens; (II) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (I) above; (III) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Securities Account Control Agreement; (IV) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Collateral Trustee; (V) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI) (xi) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (yii) the requirements of Section 3.1(a)(vii3.1(vii) have been satisfied; (VII) upon the Grant by the Issuer, the Collateral Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased or entered into binding commitments to purchase on or prior to the Closing Date is at least U.S.$400,000,000U.S.$540,000,000.

Certificate of the Issuer Regarding Assets. An Officer’s A certificate of an Authorized Officer of the Issuer, dated as of the Closing Date, to the effect that: (A) in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(yVI)(ii) below) on the Closing Date; (I) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; , (ii) those Granted pursuant to this Indenture and (iii) any other Permitted Liens; (II) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (I) above; (III) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been releasedreleased or will be released substantially contemporaneously therewith) other than interests Granted pursuant to this Indenture and the Account Control AgreementIndenture; (IV) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee; (V) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(a)(vii), the information set forth with respect to such each Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI) (xi) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(a)(vii), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (yii) the requirements of Section 3.1(a)(vii3.1(a)(viii) have been satisfied;; and (VII) upon the Grant by the Issuer, the Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this IndentureIndenture (assuming that any Clearing Corporation, intermediary or other entity not within the control of the Issuer involved in the Delivery of such Collateral Obligations and other Assets takes the actions required of it for perfection of that interest); and (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(a)(vii), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased acquired or entered into binding commitments to purchase acquire on or prior to the Closing Date is at least U.S.$400,000,000approximately U.S.$250,000,000.

Certificate of the Issuer Regarding Assets. An Officer’s certificate of the Issuer, dated as of the Closing Date, to the effect that: (A) in the case of each Collateral Obligation pledged to the Collateral Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(y) below) on the Closing Date; (I) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; (ii) those Granted pursuant to this Indenture and (iii) any other Permitted Liens; (II) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (I) above; (III) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Account Control Agreement; (IV) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Collateral Trustee; (V) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI) (x) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (y) the requirements of Section 3.1(a)(vii) have been satisfied; (VII) upon the Grant by the Issuer, the Collateral Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased or entered into binding commitments to purchase on or prior to the Closing Date is at least U.S.$400,000,000U.S.$352,540,000.

Certificate of the Issuer Regarding Assets. An Officer’s certificate of the Issuer, dated as of the Closing Date, to the effect that: (A) in the case of each Collateral Obligation pledged to the Collateral Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(y6)(ii) below) on the Closing Date; (I1) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; (ii) those Granted pursuant to this Indenture and (iii) any other Permitted Liens; (II2) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (I1) above; (III3) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Account Control Agreement; (IV4) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Collateral Trustee; (V5) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI6) (xi) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (yii) the requirements of Section 3.1(a)(vii3.1(vii) have been satisfied; (VII7) upon the Grant by the Issuer, the Collateral Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased or entered into binding commitments to purchase on or prior to the Closing Date is at least U.S.$400,000,000U.S.$360,000,000.

Certificate of the Issuer Regarding Assets. An Officer’s certificate of the Issuer, dated as of the Closing Date, to the effect that: (A) in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(yVI)(ii) below) on the Closing Date;: (I) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; (ii) those Granted pursuant to this Indenture and (iii) any other Permitted Liens; (II) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (I) above; (III) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Account Control AgreementIndenture; (IV) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee; (V) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI) (xi) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (yii) the requirements of Section 3.1(a)(vii3.1(vii) have been satisfied;; and (VII) upon the Grant by the Issuer, the Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased or purchased, acquired, entered into binding commitments to purchase, or identified for purchase on or prior to the Closing Date is at least U.S.$400,000,000U.S$445,750,000.

Certificate of the Issuer Regarding Assets. An A Responsible Officer’s certificate of the Issuer, dated as of the Closing Date, to the effect that: (Ai) in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(yF)(2) below) on the Closing Date; (IA) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i1) those which are being released on the Closing Date; (ii2) those Granted pursuant to this Indenture and (iii3) any other Permitted Liens; (IIB) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (IA) above; (IIIC) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Securities Account Control Agreement; (IVD) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee; (VE) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(f), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VIF) (x1) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(f), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (y2) the requirements of Section 3.1(a)(vii3.1(g) have been satisfied; (VIIG) upon the Grant by the Issuer, the Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and (Bii) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(f), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased purchased, acquired in the Initial Sale and Contribution or entered into binding commitments to purchase on or prior to the Closing Date is at least U.S.$400,000,000U.S.$240,000,000.

Certificate of the Issuer Regarding Assets. An Officer’s A certificate of an Authorized Officer of the Issuer, dated as of the Closing Date, to the effect that: (A) , in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(y) below) on the Closing Date;: (IA) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; Date and (ii) those Granted pursuant to this Indenture and (iii) any other Permitted LiensIndenture; (IIB) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claimclaim (as such term is defined in Section 8-102(a)(1) of the UCC), except as described in clause paragraph (IA) above; (IIIC) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been releasedreleased or is being released on the Closing Date) other than interests Granted pursuant to this Indenture and the Account Control AgreementIndenture; (IVD) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee;; and (V) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI) (x) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (y) the requirements of Section 3.1(a)(vii) have been satisfied; (VIIE) upon the Grant by the Issuer, the Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased or entered into binding commitments to purchase on or prior to the Closing Date is at least U.S.$400,000,000.

Certificate of the Issuer Regarding Assets. An Officer’s 's certificate of the Issuer, dated as of the Closing Date, to the effect that: (A) in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(yVI)(ii) below) on the Closing Date;: (I) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; (ii) those Granted pursuant to this Indenture and (iii) any other Permitted Liens; (II) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (I) above; (III) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Account Control AgreementIndenture; (IV) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee; (V) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI) (xi) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “"Collateral Obligation” " and (yii) the requirements of Section 3.1(a)(vii3.1(vii) have been satisfied;; and (VII) upon the Grant by the Issuer, the Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased or purchased, acquired, entered into binding commitments to purchase, or identified for purchase on or prior to the Closing Date is at least U.S.$400,000,000U.S.$675,908,778.79.

Certificate of the Issuer Regarding Assets. An A Responsible Officer’s certificate of the Issuer, dated as of the Closing Date, to the effect that: (Ai) in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(yF)(2) below) on the Closing Date;: (IA) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i1) those which are being released on the Closing Date; (ii2) those Granted pursuant to this Indenture and (iii3) any other Permitted Liens; (IIB) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (IA) above; (IIIC) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Securities Account Control Agreement; (IVD) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee; (VE) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(f), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VIF) (x1) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(f), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (y2) the requirements of Section 3.1(a)(vii3.1(g) have been satisfied; (VIIG) upon the Grant by the Issuer, the Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and (Bii) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(f), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased purchased, acquired in the Initial Sale and Contribution or entered into binding commitments to purchase on or prior to the Closing Date is at least U.S.$400,000,000U.S.$ 337,500,000.00.

Certificate of the Issuer Regarding Assets. An Officer’s certificate of the Issuer, dated as of the Closing Date, to the effect that: (A) in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(yVI)(ii) below) on the Closing Date; (I) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; (ii) those Granted pursuant to this Indenture and (iii) any other Permitted Liens; (II) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (I) above; (III) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Account Control AgreementIndenture; (IV) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee; (V) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI) (xi) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (yii) the requirements of Section 3.1(a)(vii3.1(vii) have been satisfied; (VII) upon the Grant by the Issuer, the Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased or purchased, acquired, entered into binding commitments to purchase, or identified for purchase on or prior to the Closing Date is at least U.S.$400,000,000U.S.$560,000,000.

Certificate of the Issuer Regarding Assets. An Officer’s certificate of the Issuer, dated as of the Closing Date, to the effect that: (Ai) in the case of each Collateral Obligation pledged to the Trustee Collateral Agent for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(yVI)(ii) below) on the Closing Date; (I) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; (ii) those Granted pursuant to this Indenture and (iii) any other Permitted Liens; (II) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (I) above; (III) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Securities Account Control Agreement; (IV) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the TrusteeCollateral Agent; (V) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(f), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI) (xi) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(f), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (yii) the requirements of Section 3.1(a)(vii3.1(g) have been satisfied; (VII) upon the Grant by the Issuer, the Trustee Collateral Agent has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and (Bii) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(f), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased purchased, acquired in the Initial Sale and Contribution or entered into binding commitments to purchase or identified for expected purchase on or prior to the Closing Date is at least U.S.$400,000,000U.S.$293 million.

Certificate of the Issuer Regarding Assets. An Officer’s certificate of the Issuer, dated as of the Closing Date, to the effect that: : (Ai) in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(yE)(2) below) on the Closing Date; : (IA) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i1) those which are being released on the Closing Date; (ii2) those Granted pursuant to this Indenture and (iii3) any other Permitted Liens; ; (IIB) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (IA) above; ; (IIIC) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Securities Account Control Agreement; ; (IVD) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee;; (E) (V1) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI) (x) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(f), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (y2) the requirements of Section 3.1(a)(vii3.1(g) have been satisfied; ; (VIIF) upon the Grant by the Issuer, the Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and and (Bii) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(f), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased or entered into binding commitments to purchase on or prior to owns as of the Closing Date is at least U.S.$400,000,000.or for which the Issuer has entered into binding

Certificate of the Issuer Regarding Assets. An Officer’s certificate of the Issuer, dated as of the Closing Date, to the effect that: (A) in the case of each Collateral Obligation pledged to the Collateral Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(y) below) on the Closing Date; (I) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; (ii) those Granted pursuant to this Indenture and (iii) any other Permitted Liens; (II) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (I) above; (III) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Account Control Agreement; (IV) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Collateral Trustee; (V) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI) (x) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (y) the requirements of Section 3.1(a)(vii) have been satisfied; (VII) upon the Grant by the Issuer, the Collateral Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased or entered into binding commitments to purchase on or prior to the Closing Date is at least U.S.$400,000,000U.S.$357,000,000.

Certificate of the Issuer Regarding Assets. An Officer’s A certificate of an Authorized Officer of the Issuer, dated as of the Closing Date, to the effect that: (A) in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(yV)(ii) below) on the Closing Date; (I) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; , (ii) those Granted pursuant to this Indenture and (iii) any other Permitted Liens; (II) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (I) above; (III) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Account Control AgreementIndenture; (IV) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee; (V) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI) (xi) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), each Collateral Obligation included in the Assets satisfies or will satisfy the requirements of the definition of “Collateral Obligation” and (yii) the requirements of Section 3.1(a)(vii) have been satisfied;; and (VIIVI) upon the Grant by the Issuer, the Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased or entered into binding commitments to purchase on or prior to the Closing Date is shall be at least U.S.$400,000,000equal to the amount set forth in such Officer’s certificate.

Certificate of the Issuer Regarding Assets. An Officer’s A certificate of an Authorized Officer of the Issuer, dated as of the Closing Date, to the effect that: (A) , in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(y) below) on the Closing Date;: (IA) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; , (ii) those Granted pursuant to this Indenture and (iii) any other Permitted Liens; (IIB) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claimclaim (as such term is defined in Section 8-102(a)(1) of the UCC), except as described in clause paragraph (IA) above; (IIIC) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been releasedreleased or is being released on the Closing Date) other than interests Granted pursuant to this Indenture and the Account Control AgreementIndenture; (IVD) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee; (VE) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(a)(viii), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VIF) (x1) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(a)(viii), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “"Collateral Obligation” " and (y2) the requirements of Section 3.1(a)(vii3.1(a)(ix) have been satisfied;; and (VIIG) upon the Grant by the Issuer, the Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased or entered into binding commitments to purchase on or prior to the Closing Date is at least U.S.$400,000,000.

Certificate of the Issuer Regarding Assets. An Officer’s certificate of the Issuer, dated as of the Closing Date, to the effect that: (A) in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(yVI)(ii) below) on the Closing Date; (I) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; (ii) those Granted pursuant to this Indenture and (iii) any other Permitted Liens; (II) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (I) above; (III) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Account Control AgreementIndenture; (IV) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee; (V) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI) (xi) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (yii) the requirements of Section 3.1(a)(vii3.1(vii) have been satisfied; (VII) upon the Grant by the Issuer, the Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased or purchased, acquired, entered into binding commitments to purchase, or identified for purchase on or prior to the Closing Date is at least U.S.$400,000,000U.S. $359,373,669.75 .

Certificate of the Issuer Regarding Assets. An Officer’s certificate of the Issuer, dated as of the Closing Date, to the effect that: (A) in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(y6)(ii) below) on the Closing Date; (I1) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; (ii) those Granted pursuant to this Indenture and (iii) any other Permitted Liens; (II2) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (I) above; (III3) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Account Control Agreement; (IV4) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee; (V5) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI6) (xi) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (yii) the requirements of Section 3.1(a)(vii3.1(vii) have been satisfied; (VII7) upon the Grant by the Issuer, the Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased or entered into binding commitments to purchase on or prior to the Closing Date is at least U.S.$400,000,000U.S.$567,555,628.75.

Certificate of the Issuer Regarding Assets. An Officer’s certificate of the Issuer, dated as of the Closing Date, to the effect that: (A) in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(yVI)(ii) below) on the Closing Date; (I) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; (ii) those Granted pursuant to this Indenture and (iii) any other Permitted Liens; (II) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause paragraph (I) above; (III) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Account Control AgreementIndenture; (IV) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee; (V) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correctcorrect in all material respects; (VI) (xi) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (yii) the requirements of Section 3.1(a)(vii3.1(vii) have been satisfied;; and (VII) upon the Grant by the Issuer, the Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and; (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), each Collateral Obligation that the Collateral Manager on behalf of the Issuer purchased or committed to purchase on or prior to the Closing Date satisfies, or will upon its acquisition satisfy, the requirements of the definition of “Collateral Obligation”; and (C) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(vi), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased purchased, acquired in the Initial Contribution or entered into binding commitments to purchase on or prior to the Closing Date is at least U.S.$400,000,000U.S.$115,000,000.

Certificate of the Issuer Regarding Assets. An Officer’s certificate of the Issuer, dated as of the Closing Date, to the effect that: (Ai) in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(yF)(II) below) on the Closing Date; (IA) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (iI) those which are being released on the Closing Date; (iiII) those Granted pursuant to this Indenture and (iiiIII) any other Permitted Liens; (IIB) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause paragraph (IA) above; (IIIC) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Account Control AgreementIndenture; (IVD) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee; (VE) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(f), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correctcorrect in all material respects; (VIF) (xI) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(f), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (yII) the requirements of Section 3.1(a)(vii3.1(g) have been satisfied;; and (VIIG) upon the Grant by the Issuer, the Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and; (Bii) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(f), each Collateral Obligation that the Collateral Manager on behalf of the Issuer purchased or committed to purchase on or prior to the Closing Date satisfies, or will upon its acquisition satisfy, the requirements of the definition of “Collateral Obligation”; and (iii) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(f), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased purchased, acquired in the Initial Contribution or entered into binding commitments to purchase on or prior to the Closing Date is at least U.S.$400,000,000U.S.$81,000,000.

Certificate of the Issuer Regarding Assets. An Officer’s certificate of the Issuer, dated as of the Closing Date, to the effect that: (A) in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(yVI)(ii) below) on the Closing Date; (I) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; (ii) those Granted pursuant to this Indenture and (iii) any other Permitted Liens; (II) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause paragraph (IA) above; (III) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Account Control AgreementIndenture; (IV) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee; (V) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI) (xi) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (yii) the requirements of Section 3.1(a)(vii3.1(vii) have been satisfied;; and (VII) upon the Grant by the Issuer, the Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and; (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), each Collateral Obligation that the Collateral Manager on behalf of the Issuer purchased or committed to purchase on or prior to the Closing Date satisfies, or will upon its acquisition satisfy, the requirements of the definition of “Collateral Obligation”; and (C) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(vi), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased purchased, acquired in the Initial Contribution or entered into binding commitments to purchase on or prior to the Closing Date is at least U.S.$400,000,000U.S.$237,874,615.79.

Certificate of the Issuer Regarding Assets. An Officer’s certificate of the Issuer, dated as of the Closing Date, to the effect that: (A) in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(y) below) on the Closing Date; (I1) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; (ii) those Granted pursuant to this Indenture and (iii) any other Permitted Liens; (II2) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (I) above; (III3) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Account Control Agreement; (IV4) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee; (V5) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI6) (x) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “"Collateral Obligation” " and (y) the requirements of Section 3.1(a)(vii) have been satisfied; (VII7) upon the Grant by the Issuer, the Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased or entered into binding commitments to purchase on or prior to the Closing Date is at least U.S.$400,000,000U.S.$450,000,000.

Certificate of the Issuer Regarding Assets. An Officer’s certificate of the Issuer, dated as of the Closing Date, to the effect that: (A) in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(y) below) on the Closing Date; (I) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; (ii) those Granted pursuant to this Indenture and (iii) any other Permitted Liens; (II) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (I) above; (III) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Account Control Agreement; (IV) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee; (V) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI) (x) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (y) the requirements of Section 3.1(a)(vii) have been satisfied; (VII) upon the Grant by the Issuer, the Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased or entered into binding commitments to purchase on or prior to the Closing Date is at least U.S.$400,000,000U.S.$410,000,000.

Certificate of the Issuer Regarding Assets. An Officer’s A certificate of an Authorized Officer of the Issuer, dated as of the Closing Date, to the effect that: (A) , in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(y) below) on the Closing Date;: (IA) upon Delivery of each such Collateral Obligation, the Issuer is will be the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; prior to Delivery of such Collateral Obligation and (ii) those Granted pursuant to this Indenture and (iii) any other Permitted LiensIndenture; (IIB) the Issuer has acquired or has entered into a binding commitment to acquire its ownership in such Collateral Obligation in good faith without notice of any adverse claimclaim (as such term is defined in Section 8 102(a)(1) of the UCC), except as described in clause paragraph (IA) above; (IIIC) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been releasedreleased or is being released on the Closing Date) other than interests Granted pursuant to this Indenture and the Account Control AgreementIndenture; (IVD) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee; (VE) based in part on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI) (x) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(a)(viii), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “"Collateral Obligation” " and (y) the requirements of Section 3.1(a)(vii) have been satisfied;3.1(a)(x); and (VIIF) upon the Grant by the Issuer, the Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased or entered into binding commitments to purchase on or prior to the Closing Date is at least U.S.$400,000,000.

Certificate of the Issuer Regarding Assets. An A Responsible Officer’s certificate of the Issuer, dated as of the Closing Date, to the effect that: (Ai) in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(yF)(2) below) on the Closing Date;: (IA) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i1) those which are being released on the Closing Date; (ii2) those Granted pursuant to this Indenture and (iii3) any other Permitted Liens; (IIB) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (IA) above; (IIIC) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Securities Account Control Agreement; (IVD) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee; (VE) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(f), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VIF) (x1) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(f), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (y2) the requirements of Section 3.1(a)(vii3.1(g) have been satisfied; (VIIG) upon the Grant by the Issuer, the Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and (Bii) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(f), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased purchased, acquired in the Initial Sale and Contribution or entered into binding commitments to purchase on or prior to the Closing Date is at least U.S.$400,000,000U.S.$284,375,000.

Certificate of the Issuer Regarding Assets. An Officer’s A certificate of an Authorized Officer of the Issuer, dated as of the Closing Date, to the effect that: (A) in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(yVI)(ii) below) on the Closing Date; (I) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; , (ii) those Granted pursuant to this Indenture and (iii) any other Permitted Liens; (II) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (I) above; (III) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been releasedreleased or will be released substantially contemporaneously therewith) other than interests Granted pursuant to this Indenture and the Account Control AgreementIndenture; (IV) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee; (V) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(a)(vii), the information set forth with respect to such each Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI) (xi) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(a)(vii), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (yii) the requirements of Section 3.1(a)(vii3.1(a)(viii) have been satisfied;; and (VII) upon the Grant by the Issuer, the Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this IndentureIndenture (assuming that any Clearing Corporation, intermediary or other entity not within the control of the Issuer involved in the Delivery of such Collateral Obligations and other Assets takes the actions required of it for perfection of that interest); and (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(a)(vii), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased acquired or entered into binding commitments to purchase acquire on or prior to the Closing Date is at least U.S.$400,000,000approximately U.S.$361,455,084.82.

Certificate of the Issuer Regarding Assets. An Officer’s certificate of the Issuer, dated as of the Closing Refinancing Date, to the effect that: (A) in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(y) below) on the Closing Date; (I) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Refinancing Date; (ii) those Granted pursuant to this Indenture and (iii) any other Permitted Lienspermitted liens; (IIB) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (IA) above; (IIIC) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been releasedreleased or is being released on the Refinancing Date) other than interests Granted pursuant to this Indenture and the Securities Account Control Agreement; (IVD) the Issuer has full right to Grant a security interest in and assign assigned and pledge pledged such Collateral Obligation to the Trustee; (VE) based on the certificate of the Collateral Portfolio Manager delivered pursuant to Section 3.1(a)(vi3.1(a)(viii), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct;; and (VI) (xF) based on the certificate of the Collateral Portfolio Manager delivered pursuant to Section 3.1(a)(vi3.1(a)(viii), (i) each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (yii) the requirements of Section 3.1(a)(vii3.1(a)(ix) have been satisfied; (VIIG) upon the Grant by the Issuer, the Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and (BH) based on the certificate of the Collateral Portfolio Manager delivered pursuant to Section 3.1(a)(vi3.1(a)(viii), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased or entered into binding commitments to purchase on or prior to the Closing Refinancing Date is at least U.S.$400,000,000U.S.$430,000,000.

Certificate of the Issuer Regarding Assets. An Officer’s certificate of the Issuer, dated as of the Closing Date, to the effect that: (A) in the case of each Collateral Obligation pledged to the Collateral Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(y) below) on the Closing Date; (I) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; (ii) those Granted pursuant to this Indenture and (iii) any other Permitted Liens; (II) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (I) above; (III) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Account Control Agreement; (IV) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Collateral Trustee; (V) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI) (x) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (y) the requirements of Section 3.1(a)(vii) have been satisfied; (VII) upon the Grant by the Issuer, the Collateral Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased or entered into binding commitments to purchase on or prior to the Closing Date is at least U.S.$400,000,000U.S.450,000,000.

Certificate of the Issuer Regarding Assets. An Officer’s certificate of the Issuer, dated as of the Closing Refinancing Date, to the effect that: (A) in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, on the Closing Refinancing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(yVI)(ii) below) on the Closing Refinancing Date; (I) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Refinancing Date; (ii) those Granted pursuant to this Indenture and (iii) any other Permitted Liens; (II) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (I) above; (III) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Account Control AgreementIndenture; (IV) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee; (V) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI) (xi) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (yii) the requirements of Section 3.1(a)(vii3.1(vii) have been satisfied; (VII) upon the Grant by the Issuer, the Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased or purchased, acquired, entered into binding commitments to purchase, or identified for purchase on or prior to the Closing Refinancing Date is at least U.S.$400,000,000U.S.$255,000,000.

Certificate of the Issuer Regarding Assets. An Officer’s certificate of the Issuer, dated as of the Closing Date, to the effect that: (A) in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(yVI)(ii) below) on the Closing Date;: (I) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; (ii) those Granted pursuant to this Indenture and (iii) any other Permitted Liens; (II) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (I) above; (III) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Account Control AgreementIndenture; (IV) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee; (V) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI) (xi) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (yii) the requirements of Section 3.1(a)(vii3.1(vii) have been satisfied;; and (VII) upon the Grant by the Issuer, the Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased or purchased, acquired, entered into binding commitments to purchase, or identified for purchase on or prior to the Closing Date is at least U.S.$400,000,000approximately U.S.$376,000,000.

Certificate of the Issuer Regarding Assets. An Officer’s certificate of the Issuer, dated as of the Closing Date, to the effect that: (A) in the case of each Collateral Obligation pledged to the Trustee Collateral Agent for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(yVI)(ii) below) on the Closing Date; (I) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; (ii) those Granted pursuant to this Indenture and (iii) any other Permitted Liens; (II) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (I) above; (III) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Account Control AgreementIndenture; (IV) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the TrusteeCollateral Agent; (V) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI) (xi) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (yii) the requirements of Section 3.1(a)(vii3.1(vii) have been satisfied; (VII) upon the Grant by the Issuer, the Trustee Collateral Agent has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased or purchased, acquired, entered into binding commitments to purchase, or identified for purchase on or prior to the Closing Date is at least U.S.$400,000,000U.S.$ 249,000,000.

Certificate of the Issuer Regarding Assets. An Officer’s certificate of the Issuer, dated as of the Closing Date, to the effect that: (A) in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(y) below) on the Closing Date; (I) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; (ii) those Granted pursuant to this Indenture and (iii) any other Permitted Liens; (II) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (I) above; (III) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Account Control Agreement; (IV) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee; (V) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI) (x) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “"Collateral Obligation” " and (y) the requirements of Section 3.1(a)(vii) have been satisfied; (VII) upon the Grant by the Issuer, the Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased or entered into binding commitments to purchase on or prior to the Closing Date is at least U.S.$400,000,000U.S.$350,000,000.

Certificate of the Issuer Regarding Assets. An Officer’s A certificate of an Authorized Officer of the Issuer, dated as of the Closing Date, to the effect that: (A) , in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(y) below) on the Closing Date;: (IA) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; Date and (ii) those Granted pursuant to this Indenture and (iii) any other Permitted LiensIndenture; (IIB) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claimclaim (as such term is defined in Section 8-102(a)(1) of the UCC), except as described in clause paragraph (IA) above; (IIIC) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been releasedreleased or is being released on the Closing Date) other than interests Granted pursuant to this Indenture and the Account Control AgreementIndenture; (IVD) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee; (VE) based on the certificate of the Collateral Portfolio Manager delivered pursuant to Section 3.1(a)(vi), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI) (x) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(a)(viii), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” Obligation and (y) the requirements of this Section 3.1(a)(vii) have been satisfied;3.1(a)(x); and (VIIF) upon the Grant by the Issuer, the Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased or entered into binding commitments to purchase on or prior to the Closing Date is at least U.S.$400,000,000.

Certificate of the Issuer Regarding Assets. An Officer’s A certificate of an Authorized Officer of the Issuer, dated as of the Closing Date, to the effect that: (A) in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(y6)(ii) below) on the Closing Date; (I1) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; Date and (ii) those Granted pursuant to this Indenture and (iii) any other Permitted LiensIndenture; (II2) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause paragraph (I) above1)above; (III3) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Account Control AgreementIndenture; (IV4) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee; (V5) based on the certificate of the Collateral Portfolio Manager delivered pursuant to Section 3.1(a)(vi3.1(vii), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI6) (xi) based on the certificate of the Collateral Portfolio Manager delivered pursuant to Section 3.1(a)(vi)3.1(vii) and subject to the assumptions set forth in such certificate, each Collateral Obligation included in the Assets satisfies the requirements of the definition of “"Collateral Obligation” " and (yii) the requirements of Section 3.1(a)(vii3.1(vii) have been satisfied;; and (VII7) upon the Grant by the Issuer, the Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and; (B) based on the certificate of the Collateral Portfolio Manager delivered pursuant to Section 3.1(a)(vi3.1(vii) and subject to the assumptions set forth in such certificate, each Collateral Obligation that the Portfolio Manager on behalf of the Issuer purchased or committed to purchase on or prior to the Closing Date satisfies, or will upon its acquisition satisfy, the requirements of the definition of "Collateral Obligation"; and (C) based on the certificate of the Portfolio Manager delivered pursuant to Section 3.1(vii), the Aggregate Principal Balance of the Collateral Obligations which the Issuer will purchase on the Closing Date or has purchased or entered into binding commitments to purchase on or prior to the Closing Date is at least U.S.$400,000,000U.S.$185,000,000.

Certificate of the Issuer Regarding Assets. An Officer’s certificate of the Issuer, dated as of the Closing Date, to the effect that: (A) in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(y) below) on the Closing Date; (I) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; (ii) those Granted pursuant to this Indenture and (iii) any other Permitted Liens; (II) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (I) above; (III) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Account Control Agreement; (IV) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee; (V) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI) (x) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (y) the requirements of Section 3.1(a)(vii) have been satisfied; (VII) upon the Grant by the Issuer, the Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased or entered into binding commitments to purchase on or prior to the Closing Date is at least U.S.$400,000,000U.S.$390,384,960.75.

Certificate of the Issuer Regarding Assets. An Officer’s A certificate of an Authorized Officer of the Issuer, dated as of the Closing Date, to the effect that: (A) in the case of each Collateral Obligation pledged to the Trustee for inclusion in the AssetsCollateral Trustee, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(yV)(ii) below) on the Closing Date; (I) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; , (ii) those Granted pursuant to this Indenture and (iii) any other Permitted Liens; (II) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (I) above; (III) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been releasedreleased or will be released on the Closing Date) other than interests Granted pursuant to this Indenture and the Account Control AgreementIndenture; (IV) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Collateral Trustee; (V) (i) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI3.1(a)(v) (x) based Conditions to Issuance of Notes on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(viClosing Date), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral ObligationEligibility Criteria” and (yii) the requirements of Section 3.1(a)(vii3.1(a)(vi) (Conditions to Issuance of Notes on Closing Date) have been satisfied;; and (VIIVI) upon the Grant by the Issuer, the Collateral Trustee has a first priority perfected security interest in the Collateral Obligations and other AssetsAssets prior to any other security interest granted by the Issuer, except as permitted by this Indenture; and (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(a)(v) (Conditions to Issuance of Notes on Closing Date), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased or entered into binding commitments to purchase on or prior to the Closing Date is at least U.S.$400,000,000U.S.$496,500,000.

Certificate of the Issuer Regarding Assets. An Officer’s A certificate of an Authorized Officer of the Issuer, dated as of the Closing Date, to the effect that: (A) in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(yV)(ii) below) on the Closing Date;: (I) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; , (ii) those Granted pursuant to this Indenture and (iii) any other Permitted Liens; (II) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (I) above; (III) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Account Control AgreementIndenture; (IV) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee; (V) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI) (xi) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (yii) the requirements of Section 3.1(a)(vii3.1(vii) have been satisfied;; and (VIIVI) upon the Grant by the Issuer, the Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), the Aggregate Principal Balance of the Collateral Obligations which that the Issuer has purchased or entered into binding commitments to purchase on or prior to the Closing Date is at least U.S.$400,000,000not less than the amount set forth in the certificate of the Collateral Manager delivered pursuant to Section 3.1(vi).

Certificate of the Issuer Regarding Assets. An Officer’s certificate of the Issuer, dated as of the Closing Date, to the effect that: (A) in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(yVI)(ii) below) on the Closing Date; (I) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; (ii) those Granted pursuant to this Indenture and (iii) any other Permitted Liens; (II) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (I) above; (III) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Account Control AgreementIndenture; (IV) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee; (V) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI) (xi) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (yii) the requirements of Section 3.1(a)(vii3.1(vii) have been satisfied; (VII) upon the Grant by the Issuer, the Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased or purchased, acquired, entered into binding commitments to purchase, or identified for purchase on or prior to the Closing Date is at least U.S.$400,000,000U.S.$ 340,000,000.00.

Certificate of the Issuer Regarding Assets. An Officer’s certificate of the Issuer, dated as of the Closing Date, to the effect that: (A) in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(yVI)(ii) below) on the Closing Date; (I) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; (ii) those Granted pursuant to this Indenture and (iii) any other Permitted Liens; (II) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (I) above; (III) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Account Control AgreementIndenture; (IV) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee; (V) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI) (xi) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (yii) the requirements of Section 3.1(a)(vii3.1(vii) have been satisfied; (VII) upon the Grant by the Issuer, the Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased or purchased, acquired, entered into binding commitments to purchase, or identified for purchase on or prior to the Closing Date is at least U.S.$400,000,000U.S.$375,357,200.

Certificate of the Issuer Regarding Assets. An A Responsible Officer’s certificate of the Issuer, dated as of the Closing Date, to the effect that: (A) in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(yVI)(ii) below) on the Closing Date; (I) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; (ii) those Granted pursuant to this Indenture and (iii) any other Permitted Liens; (II) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (I) above; (III) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Securities Account Control Agreement; (IV) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee; (V) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI) (xi) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (yii) the requirements of Section 3.1(a)(vii3.1(vii) have been satisfied; (VII) upon the Grant by the Issuer, the Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased purchased, acquired in the Initial Sale and Contribution or entered into binding commitments to purchase on or prior to the Closing Date is at least U.S.$400,000,000U.S.$240,000,000.

Certificate of the Issuer Regarding Assets. An Officer’s A certificate of an Authorized Officer of the Issuer, dated as of the Closing Date, to the effect that: (A) in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(yVI)(ii) below) on the Closing Date; (I) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; , (ii) those Granted pursuant to this Indenture and (iii) any other Permitted Liens; (II) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (I) above; (III) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Account Control AgreementIndenture; (IV) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee; (V) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(a)(vii), the information set forth with respect to such each Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI) (xi) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(a)(vii), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “"Collateral Obligation” " and (yii) the requirements of Section 3.1(a)(vii3.1(a)(viii) have been satisfied;; and (VII) upon the Grant by the Issuer, the Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this IndentureIndenture (assuming that any Clearing Corporation, Intermediary or other entity not within the control of the Issuer involved in the Delivery of such Collateral Obligations and other Assets takes the actions required of it for perfection of that interest); and (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(a)(vii), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased or entered into binding commitments to purchase on or prior to the Closing Date is at least U.S.$400,000,000approximately U.S.$323.6 million.

Certificate of the Issuer Regarding Assets. An Officer’s A certificate of an Authorized Officer of the Issuer, dated as of the Closing Date, to the effect that: (A) in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(yVI)(ii) below) on the Closing Date;): (I) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; Date and (ii) those Granted pursuant to this Indenture and (iii) any other Permitted LiensIndenture; (II) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (I) above; (III) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Account Control AgreementIndenture; (IV) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee; (V) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI) (xi) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (yii) the requirements of Section 3.1(a)(vii3.1(vii) have been satisfied;; and (VII) upon the Grant by the Issuer, the Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and; (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), each Collateral Obligation that the Collateral Manager on behalf of the Issuer purchased or committed to purchase on or prior to the Closing Date satisfies, or will upon its acquisition satisfy, the requirements of the definition of “Collateral Obligation”; and (C) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(vi), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased (including any Closing Date Participation Interests) or entered into binding commitments to purchase on or prior to the Closing Date is at least U.S.$400,000,000U.S.$300,267,556.

Certificate of the Issuer Regarding Assets. An Officer’s certificate of the Issuer, dated as of the Closing Date, to the effect that: (A) in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(y6)(ii) below) on the Closing Date; (I1) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; (ii) those Granted pursuant to this Indenture and (iii) any other Permitted Liens; (II2) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (I) above; (III3) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Account Control Agreement; (IV4) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee; (V5) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI6) (xi) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (yii) the requirements of Section 3.1(a)(vii) have been satisfied; (VII7) upon the Grant by the Issuer, the Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased or entered into binding commitments to purchase on or prior to the Closing Date is at least U.S.$400,000,000U.S.$425,000,000.

Certificate of the Issuer Regarding Assets. An Officer’s certificate of the Issuer, dated as of the Closing Date, to the effect that: (A) in the case of each Collateral Obligation pledged to the Collateral Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(y6)(ii) below) on the Closing Date; (I1) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; (ii) those Granted pursuant to this Indenture and (iii) any other Permitted Liens; (II2) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (I) above; (III3) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Account Control Agreement; (IV4) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Collateral Trustee; (V5) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI6) (xi) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (yii) the requirements of Section 3.1(a)(vii3.1(vii) have been satisfied; (VII7) upon the Grant by the Issuer, the Collateral Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased or entered into binding commitments to purchase on or prior to the Closing Date is at least U.S.$400,000,000U.S.$350,000,000.

Certificate of the Issuer Regarding Assets. An Officer’s certificate of the Issuer, dated as of the Closing Date, to the effect that: (A) in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(y) below) on the Closing Date; (I) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; (ii) those Granted pursuant to this Indenture and (iii) any other Permitted Liens; (II) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (I) above; (III) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Account Control Agreement; (IV) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee; (V) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI) (x) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (y) the requirements of Section 3.1(a)(vii) have been satisfied; (VII) upon the Grant by the Issuer, the Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased or entered into binding commitments to purchase on or prior to the Closing Date is at least U.S.$400,000,000U.S.$380,000,000.

Certificate of the Issuer Regarding Assets. An Officer’s certificate of the Issuer, dated as of the Closing Date, to the effect that: (A) in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(yVI)(ii) below) on the Closing Date; (I) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; (ii) those Granted pursuant to this Indenture and (iii) any other Permitted Liens; (II) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (I) above; (III) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Account Control AgreementIndenture; (IV) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee; (V) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI) (xi) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (yii) the requirements of Section 3.1(a)(vii3.1(vii) have been satisfied; (VII) upon the Grant by the Issuer, the Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased or purchased, acquired, entered into binding commitments to purchase, or identified for purchase on or prior to the Closing Date is at least U.S.$400,000,000U.S.$425,000,000.

Certificate of the Issuer Regarding Assets. An Officer’s certificate of the Issuer, dated as of the Closing Date, to the effect that: (A) in the case of each Collateral Obligation pledged to the Collateral Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(y) below) on the Closing Date; (I) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; (ii) those Granted pursuant to this Indenture and (iii) any other Permitted Liens; (II) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (I) above; (III) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Account Control Agreement; (IV) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Collateral Trustee; (V) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI) (x) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (y) the requirements of Section 3.1(a)(vii) have been satisfied; (VII) upon the Grant by the Issuer, the Collateral Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased or entered into binding commitments to purchase on or prior to the Closing Date is at least U.S.$400,000,000U.S.$350,000,000.

Certificate of the Issuer Regarding Assets. An A Responsible Officer’s certificate of the Issuer, dated as of the Closing Date, to the effect that: (A) in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(yVI)(ii) below) on the Closing Date; (I) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; (ii) those Granted pursuant to this Indenture and (iii) any other Permitted Liens; (II) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (I) above; (III) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Securities Account Control Agreement; (IV) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee; (V) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI) (xi) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (yii) the requirements of Section 3.1(a)(vii3.1(vii) have been satisfied; (VII) upon the Grant by the Issuer, the Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased purchased, acquired in the Initial Sale and Contribution or entered into binding commitments to purchase on or prior to the Closing Date is at least U.S.$400,000,000U.S.$211,250,000.

Certificate of the Issuer Regarding Assets. An A Responsible Officer’s certificate of the Issuer, dated as of the Closing Date, to the effect that: (Ai) in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(yF)(2) below) on the Closing Date;: (IA) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i1) those which are being released on the Closing Date; (ii2) those Granted pursuant to this Indenture and (iii3) any other Permitted Liens; (IIB) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (IA) above; (IIIC) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Securities Account Control Agreement; (IVD) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee; (VE) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(f), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VIF) (x1) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(f), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (y2) the requirements of Section 3.1(a)(vii3.1(g) have been satisfied; (VIIG) upon the Grant by the Issuer, the Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and (Bii) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(f), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased purchased, acquired in the Initial Sale and Contribution or entered into binding commitments to purchase on or prior to the Closing Date is at least U.S.$400,000,000U.S.$300,000,000.

Certificate of the Issuer Regarding Assets. An Officer’s certificate of the Issuer, dated as of the Closing Date, to the effect that: (A) in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(y) below) on the Closing Date; (I) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; (ii) those Granted pursuant to this Indenture and (iii) any other Permitted Liens; (II) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (I) above; (III) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Account Control Agreement; (IV) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee; (V) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI) (x) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (y) the requirements of Section 3.1(a)(vii) have been satisfied; (VII) upon the Grant by the Issuer, the Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased or entered into binding commitments to purchase on or prior to the Closing Date is at least U.S.$400,000,000U.S.$348,000,000.

Certificate of the Issuer Regarding Assets. An Officer’s certificate of the Issuer, dated as of the Closing Date, to the effect that: (A) in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(y) below) on the Closing Date; (I) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; (ii) those Granted pursuant to this Indenture and (iii) any other Permitted Liens; (II) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (I) above; (III) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Account Control Agreement; (IV) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee; (V) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI) (x) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “"Collateral Obligation” " and (y) the requirements of Section 3.1(a)(vii) have been satisfied; (VII) upon the Grant by the Issuer, the Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased or entered into binding commitments to purchase on or prior to the Closing Date is at least U.S.$400,000,000U.S.$555,000,000.

Certificate of the Issuer Regarding Assets. An Officer’s certificate of the Issuer, dated as of the Closing Date, to the effect that: (A) in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(yVI)(ii) below) on the Closing Date; (I) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; (ii) those Granted pursuant to this Indenture and (iii) any other Permitted Liens; (II) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (I) above; (III) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Account Control AgreementIndenture; (IV) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee; (V) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI) (xi) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (yii) the requirements of Section 3.1(a)(vii3.1(vii) have been satisfied; (VII) upon the Grant by the Issuer, the Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased purchased, acquired or entered into binding commitments to purchase on or prior to the Closing Date is at least U.S.$400,000,000U.S.$320,000,000.

Certificate of the Issuer Regarding Assets. An Officer’s certificate of the Issuer, dated as of the Closing Date, to the effect that: (A) in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(yVI)(ii) below) on the Closing Date; (I) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; (ii) those Granted pursuant to this Indenture and (iii) any other Permitted Liens; (II) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (I) above; (III) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Account Control AgreementIndenture; (IV) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee; (V) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI) (xi) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (yii) the requirements of Section 3.1(a)(vii3.1(vii) have been satisfied; (VII) upon the Grant by the Issuer, the Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased or purchased, acquired, entered into binding commitments to purchase, or identified for purchase on or prior to the Closing Date is at least U.S.$400,000,000U.S.$230,904,278.73.

Certificate of the Issuer Regarding Assets. An Officer’s certificate of the Issuer, dated as of the Closing Date, to the effect that: (Ai) in the case of each Collateral Obligation pledged to the Collateral Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(yVI)(ii) below) on the Closing Date; (I) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; (ii) those Granted pursuant to this Indenture and (iii) any other Permitted Liens; (II) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (I) above; (III) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Securities Account Control Agreement; (IV) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Collateral Trustee; (V) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(f), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI) (xi) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(f), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (yii) the requirements of Section 3.1(a)(vii3.1(g) have been satisfied; (VII) upon the Grant by the Issuer, the Collateral Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and (Bii) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(f), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased purchased, acquired in the Initial Sale and Contribution or entered into binding commitments to purchase or identified for expected purchase on or prior to the Closing Date is at least U.S.$400,000,000U.S.$309,378,992.37.

Certificate of the Issuer Regarding Assets. An Officer’s certificate of the Issuer, dated as of the Closing Date, to the effect that: (Ai) in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(yF)(II) below) on the Closing Date; (IA) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (iI) those which are being released on the Closing Date; (iiII) those Granted pursuant to this Indenture and (iiiIII) any other Permitted Liens; (IIB) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause paragraph (IA) above; (IIIC) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Account Control AgreementIndenture; (IVD) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee; (VE) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(f), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correctcorrect in all material respects; (VIF) (xI) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(f), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (yII) the requirements of Section 3.1(a)(vii3.1(g) have been satisfied;; and (VIIG) upon the Grant by the Issuer, the Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and; (Bii) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(f), each Collateral Obligation that the Collateral Manager on behalf of the Issuer purchased or committed to purchase on or prior to the Closing Date satisfies, or will upon its acquisition satisfy, the requirements of the definition of “Collateral Obligation”; and (iii) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(f), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased purchased, acquired in the Initial Contribution or entered into binding commitments to purchase on or prior to the Closing Date is at least U.S.$400,000,000U.S.$40,000,000.

Certificate of the Issuer Regarding Assets. An Officer’s certificate of the Issuer, dated as of the Closing Date, to the effect that: (A) in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(y) below) on the Closing Date; (I1) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; (ii) those Granted pursuant to this Indenture and (iii) any other Permitted Liens; (II2) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (I) above; (III3) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Account Control Agreement; (IV4) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee; (V5) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI6) (x) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (y) the requirements of Section 3.1(a)(vii) have been satisfied; (VII7) upon the Grant by the Issuer, the Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased or entered into binding commitments to purchase on or prior to the Closing Date is at least U.S.$400,000,000U.S.$450,000,000.

Certificate of the Issuer Regarding Assets. An Officer’s certificate of the Issuer, dated as of the Closing Date, to the effect that: (A) in the case of each Collateral Obligation pledged to the Collateral Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(y) below) on the Closing Date; (I) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; (ii) those Granted pursuant to this Indenture and (iii) any other Permitted Liens; (II) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (I) above; (III) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Account Control Agreement; (IV) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Collateral Trustee; (V) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI) (x) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (y) the requirements of Section 3.1(a)(vii) have been satisfied; (VII) upon the Grant by the Issuer, the Collateral Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased or entered into binding commitments to purchase on or prior to the Closing Date is at least U.S.$400,000,000U.S.$266,450,853.45.

Certificate of the Issuer Regarding Assets. An Officer’s 's certificate of the Issuer, dated as of the Closing Date, to the effect that: (A) in the case of each Collateral Obligation pledged to the Collateral Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(yVI)(ii) below) on the Closing Date;: (I) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; (ii) those Granted pursuant to this Indenture and (iii) any other Permitted Liens; (II) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (I) above; (III) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Account Control AgreementIndenture; (IV) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Collateral Trustee; (V) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI) (xi) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “"Collateral Obligation” " and (yii) the requirements of Section 3.1(a)(vii3.1(vii) have been satisfied;; and (VII) upon the Grant by the Issuer, the Collateral Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased or purchased, acquired, entered into binding commitments to purchase, or identified for purchase on or prior to the Closing Date is at least U.S.$400,000,000U.S.$388,000,000.

Certificate of the Issuer Regarding Assets. An Officer’s certificate of the Issuer, dated as of the Closing Date, to the effect that: (A) in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(y6)(ii) below) on the Closing Date; (I1) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; (ii) those Granted pursuant to this Indenture and (iii) any other Permitted Liens; (II2) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (I) above; (III3) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Account Control Agreement; (IV4) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee; (V5) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI6) (xi) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (yii) the requirements of Section 3.1(a)(vii3.1(vii) have been satisfied; (VII7) upon the Grant by the Issuer, the Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(vi), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased or entered into binding commitments to purchase on or prior to the Closing Date is at least U.S.$400,000,000U.S.$ 450,000,000.

Certificate of the Issuer Regarding Assets. An Officer’s A certificate of an Authorized Officer of the Issuer, dated as of the Closing Date, to the effect that: (A) in the case of each Collateral Obligation pledged to the Collateral Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(yV)(ii) below) on the Closing Date; (I) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; , (ii) those Granted pursuant to this Indenture and (iii) any other Permitted Liens; (II) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (I) above; (III) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been releasedreleased or will be released on the Closing Date) other than interests Granted pursuant to this Indenture and the Account Control AgreementIndenture; (IV) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Collateral Trustee; (V) (i) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI3.1(a)(v) (x) based Conditions to Issuance of Notes on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(viClosing Date), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (yii) the requirements of Section 3.1(a)(vii3.1(a)(vi) (Conditions to Issuance of Notes on Closing Date) have been satisfied;; and (VIIVI) upon the Grant by the Issuer, the Collateral Trustee has a first priority perfected security interest in the Collateral Obligations and other AssetsAssets prior to any other security interest granted by the Issuer, except as permitted by this Indenture; and. (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi3.1(a)(v), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased or entered into binding commitments to purchase on or prior to the Closing Date is at least U.S.$400,000,000equal to $450,000,000.

Certificate of the Issuer Regarding Assets. An Officer’s certificate of the Issuer, dated as of the Closing Date, to the effect that: (A) in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery thereof (or immediately after Delivery thereof, in the case of clause (VI)(y) below) on the Closing Date; (I) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date; (ii) those Granted pursuant to this Indenture and (iii) any other Permitted Liens; (II) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (I) above; (III) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture and the Account Control Agreement; (IV) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee; (V) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is true and correct; (VI) (x) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (y) the requirements of Section 3.1(a)(vii) have been satisfied; (VII) upon the Grant by the Issuer, the Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture; and (B) based on the certificate of the Collateral Manager delivered pursuant to Section 3.1(a)(vi), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased or entered into binding commitments to purchase on or prior to the Closing Date is at least U.S.$400,000,000U.S.$334,000,000.