Common use of Certificate of the Issuer Clause in Contracts

Certificate of the Issuer. A certificate of an Authorized Officer of the Issuer given on behalf of the Issuer and without personal liability, dated as of the Closing Date, delivered to the Trustee, to the effect that, in the case of each Closing Date Loan Obligation pledged to the Trustee for inclusion in the Assets on the Closing Date and immediately prior to the delivery thereof on the Closing Date: (i) the Issuer is the owner of such Closing Date Loan Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for those which are being released on the Closing Date and the liens created pursuant to the Indenture; (ii) the Issuer has acquired its ownership in such Closing Date Loan Obligation in good faith without notice of any adverse claim, except as described in paragraph (i) above; (iii) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Closing Date Loan 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; (iv) the Underlying Instrument with respect to each such Closing Date Loan Obligation does not prohibit the Issuer from Granting a security interest in and assigning and pledging such Closing Date Loan Obligation to the Trustee; (v) the information set forth with respect to each such Closing Date Loan Obligation in Schedule A is true correct; (vi) the Closing Date Loan Obligations included in the Assets satisfy the requirements of Section 3.2(a); and (1) the Grant pursuant to the Granting Clauses of this Indenture shall, upon execution and delivery of this Indenture by the parties hereto, result in a valid and continuing security interest in favor of the Trustee for the benefit of the Secured Parties in all of the Issuer’s right, title and interest in and to the Closing Date Loan Obligations pledged to the Trustee for inclusion in the Assets on the Closing Date; and (2) upon (x) the execution and delivery of the Securities Account Control Agreement and the crediting of each Instrument evidencing the obligations of the borrowers under each Closing Date Loan Obligation to the Custodial Account in the manner set forth in Section 3.3(a)(i) hereof, (y) the delivery of the Instruments evidencing the obligations of the borrowers under each Closing Date Loan Obligation to the Custodial Securities Intermediary as set forth in Section 3.3(a)(iii) hereof and (z) the filing of a UCC-1 financing statement as set forth in Section 3.3(a)(v) hereof, the Trustee’s security interest in all Closing Date Loan Obligations shall be a validly perfected, first priority security interest under the UCC as in effect in each applicable jurisdiction.

Certificate of the Issuer. A certificate of an Authorized Officer of the Issuer given on behalf of the Issuer and without personal liabilityIssuer, dated as of the Closing Date, delivered to the Trustee, to the effect that, in the case of each Closing Date Loan Collateral Obligation and any Deposit pledged to the Trustee for inclusion in the Assets Collateral on the Closing Date and immediately prior to the delivery Delivery thereof on the Closing Date: (i) the Issuer is the owner of has good and marketable title to such Closing Date Loan Collateral Obligation and Deposit free and clear of any liens, claims claims, encumbrances or encumbrances defects of any nature whatsoever except (1) for those which are being released on the Closing Date and the liens created pursuant or (2) for those encumbrances arising from due bills, if any, with respect to interest, or a portion thereof, accrued on such Collateral Obligation prior to the IndentureClosing Date and owed by the Issuer to the seller of such Collateral Obligation; (ii) the Issuer has acquired its ownership in such Closing Date Loan Collateral Obligation and Deposit in good faith without notice of any adverse claim, except as described in paragraph (i) above; (iii) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Closing Date Loan Collateral Obligation and Deposit (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture; (iv) the Underlying Instrument with respect Issuer has full right to each such Closing Date Loan Obligation does not prohibit the Issuer from Granting Grant a security interest in and assigning assign and pledging pledge such Closing Date Loan Collateral Obligation and Deposit to the Trustee; (v) the information set forth with respect to each such Closing Date Loan Collateral Obligation in Schedule A is true correct;; and (vi) the Closing Date Loan Obligations included in the Assets satisfy the requirements of Section 3.2(a); and (1) the upon Grant pursuant to the Granting Clauses of this Indenture shall, upon execution and delivery of this Indenture by the parties heretoIssuer and the taking of the relevant actions contemplated by Section 3.3, result in the Trustee has a valid and continuing perfected security interest in favor the Collateral that is of first priority, free of any adverse claim or the Trustee for the benefit of the Secured Parties in all of the Issuer’s right, title and interest in and to the Closing Date Loan Obligations pledged to the Trustee for inclusion in the Assets on the Closing Date; andlegal equivalent thereof. (2i) upon (x) the execution and delivery of the Securities Account Control Agreement and the crediting of each Instrument evidencing the obligations of the borrowers under each Closing Date Loan Obligation to the Custodial Account in the manner set forth in Section 3.3(a)(i) hereof, (y) the delivery of the Instruments evidencing the obligations of the borrowers under each Closing Date Loan Obligation to the Custodial Securities Intermediary as set forth in Section 3.3(a)(iii) hereof and (z) the filing of a UCC-1 financing statement as set forth in Section 3.3(a)(v) hereof, the Trustee’s security interest in all Closing Date Loan Obligations shall be a validly perfected, first priority security interest under the UCC as in effect in each applicable jurisdiction.[Reserved]

Certificate of the Issuer. A certificate of an Authorized Officer of the Issuer given on behalf of the Issuer and without personal liability, dated as of the Closing Date, delivered to the Trustee, to the effect that, in the case of each Closing Date Loan Obligation Collateral Debt Security pledged to the Trustee for inclusion in the Assets on the Closing Date and immediately prior to the delivery thereof on the Closing Date: (i) the Issuer is the owner of such Closing Date Loan Obligation Collateral Debt Security free and clear of any liens, claims or encumbrances of any nature whatsoever except for those which are being released on the Closing Date and the liens created pursuant to the IndentureDate; (ii) the Issuer has acquired its ownership in such Closing Date Loan Obligation Collateral Debt Security in good faith without notice of any adverse claim, except as described in paragraph (i) above; (iii) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Closing Date Loan Obligation Collateral Debt Security (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture; (iv) the Underlying Instrument with respect to each such Closing Date Loan Obligation Collateral Debt Security does not prohibit the Issuer from Granting a security interest in and assigning and pledging such Closing Date Loan Obligation Collateral Debt Security to the Trustee; (v) the information set forth with respect to each such Collateral Debt Security in the Schedule of Closing Date Loan Obligation in Schedule A Collateral Debt Securities is true correct; (vi) the Closing Date Loan Obligations Collateral Debt Securities included in the Assets satisfy the requirements of the definition of Eligibility Criteria and the requirements of Section 3.2(a); and (1vii) the Grant pursuant to the Granting Clauses of this Indenture shall, upon execution and delivery of this Indenture by the parties hereto, shall result in a valid and continuing first priority security interest in favor of the Trustee for the benefit of the Secured Parties Holders of the Notes and each Hedge Counterparty in all of the Issuer’s right, title and interest in and to the Closing Date Loan Obligations Collateral Debt Securities pledged to the Trustee for inclusion in the Assets on the Closing Date; and (2) upon (x) the execution and delivery of the Securities Account Control Agreement and the crediting of each Instrument evidencing the obligations of the borrowers under each Closing Date Loan Obligation to the Custodial Account in the manner set forth in Section 3.3(a)(i) hereof, (y) the delivery of the Instruments evidencing the obligations of the borrowers under each Closing Date Loan Obligation to the Custodial Securities Intermediary as set forth in Section 3.3(a)(iii) hereof and (z) the filing of a UCC-1 financing statement as set forth in Section 3.3(a)(v) hereof, the Trustee’s security interest in all Closing Date Loan Obligations shall be a validly perfected, first priority security interest under the UCC as in effect in each applicable jurisdiction.

Certificate of the Issuer. A certificate of an Authorized Officer of the Issuer given on behalf of the Issuer and without personal liabilityIssuer, dated as of the Closing Date, delivered to the Trustee, to the effect that, in the case of each Closing Date Loan Collateral Obligation and any Deposit pledged to the Trustee for inclusion in the Assets Collateral on the Closing Date and immediately prior to the delivery Delivery thereof on the Closing Date: (i) the Issuer is the owner of has good and marketable title to such Closing Date Loan Collateral Obligation and Deposit free and clear of any liens, claims claims, encumbrances or encumbrances defects of any nature whatsoever except (1) for those which are being released on the Closing Date and the liens created pursuant or (2) for those encumbrances arising from due bills, if any, with respect to interest, or a portion thereof, accrued on such Collateral Obligation prior to the IndentureClosing Date and owed by the Issuer to the seller of such Collateral Obligation; (ii) the Issuer has acquired its ownership in such Closing Date Loan Collateral Obligation and Deposit in good faith without notice of any adverse claim, except as described in paragraph (i) above; (iii) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Closing Date Loan Collateral Obligation and Deposit (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture; (iv) the Underlying Instrument with respect Issuer has full right to each such Closing Date Loan Obligation does not prohibit the Issuer from Granting Grant a security interest in and assigning assign and pledging pledge such Closing Date Loan Collateral Obligation and Deposit to the Trustee; (v) the information set forth with respect to each such Closing Date Loan Collateral Obligation in Schedule A is true correct; (vi) the Closing Date Loan Collateral Obligations to be included in the Assets Collateral satisfy the requirements of the definition of “Collateral Obligation” and, together with any Deposit, Section 3.2(a); and (1vii) the upon Grant pursuant to the Granting Clauses of this Indenture shall, upon execution and delivery of this Indenture by the parties heretoIssuer and the taking of the relevant actions contemplated by Section 3.3, result in the Trustee has a valid and continuing perfected security interest in favor the Collateral that is of first priority, free of any adverse claim or the Trustee for the benefit of the Secured Parties in all of the Issuer’s right, title and interest in and to the Closing Date Loan Obligations pledged to the Trustee for inclusion in the Assets on the Closing Date; and (2) upon (x) the execution and delivery of the Securities Account Control Agreement and the crediting of each Instrument evidencing the obligations of the borrowers under each Closing Date Loan Obligation to the Custodial Account in the manner set forth in Section 3.3(a)(i) hereof, (y) the delivery of the Instruments evidencing the obligations of the borrowers under each Closing Date Loan Obligation to the Custodial Securities Intermediary as set forth in Section 3.3(a)(iii) hereof and (z) the filing of a UCC-1 financing statement as set forth in Section 3.3(a)(v) hereof, the Trustee’s security interest in all Closing Date Loan Obligations shall be a validly perfected, first priority security interest under the UCC as in effect in each applicable jurisdictionlegal equivalent thereof.

Certificate of the Issuer. A certificate of an Authorized Officer of the Issuer given on behalf of the Issuer and without personal liability, dated as of the Closing Date, delivered to the Trustee, to the effect that, in the case of each Closing Date Loan Obligation Collateral Debt Security pledged to the Trustee for inclusion in the Assets on the Closing Date and immediately prior to the delivery thereof on the Closing Date: (i) the Issuer is the owner of such Closing Date Loan Obligation Collateral Debt Security free and clear of any liens, claims or encumbrances of any nature whatsoever except for those which are being released on the Closing Date and the liens created pursuant to the IndentureDate; (ii) the Issuer has acquired its ownership in such Closing Date Loan Obligation Collateral Debt Security in good faith without notice of any adverse claim, except as described in paragraph (i) above; (iii) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Closing Date Loan Obligation Collateral Debt Security (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture; (iv) the Underlying Instrument with respect to each such Closing Date Loan Obligation Collateral Debt Security does not prohibit the Issuer from Granting a security interest in and assigning and pledging such Closing Date Loan Obligation Collateral Debt Security to the Trustee; (v) the information set forth with respect to each such Collateral Debt Security in the Schedule of Closing Date Loan Obligation in Schedule A Collateral Debt Securities is true correct; (vi) the Closing Date Loan Obligations Collateral Debt Securities included in the Assets satisfy the requirements of the definition of Eligibility Criteria and the requirements of Section 3.2(a); and (1vii) the Grant pursuant to the Granting Clauses of this Indenture shall, upon execution and delivery of this Indenture by the parties hereto, shall result in a valid and continuing first priority security interest in favor of the Trustee for the benefit of the Secured Parties Holders of the Notes and each Hedge Counterparty in all of the Issuer’s 's right, title and interest in and to the Closing Date Loan Obligations Collateral Debt Securities pledged to the Trustee for inclusion in the Assets on the Closing Date; and (2) upon (x) the execution and delivery of the Securities Account Control Agreement and the crediting of each Instrument evidencing the obligations of the borrowers under each Closing Date Loan Obligation to the Custodial Account in the manner set forth in Section 3.3(a)(i) hereof, (y) the delivery of the Instruments evidencing the obligations of the borrowers under each Closing Date Loan Obligation to the Custodial Securities Intermediary as set forth in Section 3.3(a)(iii) hereof and (z) the filing of a UCC-1 financing statement as set forth in Section 3.3(a)(v) hereof, the Trustee’s security interest in all Closing Date Loan Obligations shall be a validly perfected, first priority security interest under the UCC as in effect in each applicable jurisdiction.

Certificate of the Issuer. A certificate of an Authorized Officer of the Issuer given on behalf of the Issuer and without personal liability, dated as of the Closing Date, delivered to the TrusteeCollateral Agent, the Loan Agent, the Trustee and the Note Administrator on the Closing Date to the effect that, in the case of each Closing Date Loan Obligation Mortgage Asset pledged to the Trustee Collateral Agent for inclusion in the Assets Collateral on the Closing Date and immediately prior to the delivery thereof on the Closing Date: (i) the Issuer is the owner of such Closing Date Loan Obligation Mortgage Asset free and clear of any liens, claims or encumbrances of any nature whatsoever except for those which are being released on the Closing Date and the liens created pursuant to the IndentureDate; (ii) the Issuer has acquired its ownership in such Closing Date Loan Obligation Mortgage Asset in good faith without notice of any adverse claim, except as described in paragraph clause (ib)(i) above; (iii) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Closing Date Loan Obligation Mortgage Asset (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this IndentureIndenture and Credit Agreement; (iv) the Underlying Instrument Mortgage Asset Documents with respect to each such Closing Date Loan Obligation does Mortgage Asset do not prohibit the Issuer from Granting a security interest in and assigning and pledging such Closing Date Loan Obligation Mortgage Asset to the TrusteeCollateral Agent; (v) in the information set forth with respect to each such case of the Closing Date Loan Obligation Date, the list of Mortgage Assets in Schedule A is true correctidentifies every Mortgage Asset owned by the Issuer on the Closing Date; (vi) the Closing Date Loan Obligations included in the Assets satisfy the requirements of Section 3.2(a)) with respect to such Mortgage Assets have been satisfied; and (1) the Grant pursuant to the Granting Clauses of this Indenture and Credit Agreement shall, upon execution and delivery of this Indenture and Credit Agreement by the parties hereto, result in a valid and continuing security interest in favor of the Trustee Collateral Agent for the benefit of the Secured Parties in all of the Issuer’s right, title and interest in and to the Closing Date Loan Obligations Mortgage Assets pledged to the Trustee Collateral Agent for inclusion in the Assets Collateral on the Closing Date; and (2) upon (x) the execution and delivery of the Securities Account Control Agreement and the crediting of each Instrument Underlying Note evidencing the obligations of the borrowers under each Closing Date Loan Obligation Mortgage Asset to the Custodial Account in the manner set forth in Section 3.3(a)(i) hereof, (y) the delivery Custodian on behalf of the Instruments evidencing Collateral Agent, at the obligations of the borrowers under each Closing Date Loan Obligation to the Custodial Securities Intermediary as set forth Custodian’s office in Section 3.3(a)(iii) hereof and (z) the filing of a UCC-1 financing statement as set forth in Section 3.3(a)(v) hereofMinneapolis, Minnesota, the TrusteeCollateral Agent’s security interest in all Closing Date Loan Obligations Mortgage Assets shall be a validly perfected, first priority security interest under the UCC as in effect in each applicable jurisdictionthe State of Minnesota.

Certificate of the Issuer. A The delivery to the Trustee of a certificate of an Authorized Officer of the Issuer given or the Collateral Manager, for and on behalf of the Issuer and without personal liabilityIssuer, dated as of the Closing Date, delivered to the Trustee, to the effect thatthat (x) the Issuer has no assets other than the Collateral, (y) the Issuer has no investments that do not qualify as Collateral Interests or Eligible Investments and (z) in the case of each Closing Date Loan Obligation Collateral Interest identified on Schedule A and pledged to the Trustee for inclusion in the Assets on the Closing Date and immediately prior to the delivery thereof Collateral on the Closing Date: (i1) the Issuer is the owner of such Closing Date Loan Obligation Collateral Interest free and clear of any liens, claims or encumbrances of any nature whatsoever except for those which are being released on the Closing Date and the liens created except for those Granted pursuant to this Indenture and encumbrances arising from due bills, if any, with respect to interest, or a portion thereof, accrued on such Collateral Interest prior to the Indenturefirst Payment Date and owed by the Issuer to the seller of such Collateral Interest; (ii2) the Issuer has acquired its ownership in such Closing Date Loan Obligation Collateral Interest in good faith without notice of any adverse claimclaim (within the meaning given to such term by Section 8-102(a)(1) of the UCC), except as described in paragraph clause (i1) above; (iii3) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Closing Date Loan Obligation Collateral Interest (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture; (iv4) the Underlying Instrument with respect Issuer has full right to each such Closing Date Loan Obligation does not prohibit the Issuer from Granting Grant a security interest in and assigning assign and pledging pledge all of its right, title and interest in such Closing Date Loan Obligation Collateral Interest to the Trustee; (v5) the information set forth with respect to each such Closing Date Loan Obligation in Collateral Interest on Schedule A is true correctcorrect and each such Collateral Interest is transferred to the Trustee as required by Section 3.2(a) (or, if any such Collateral Interest is not so transferred to the Trustee on the Closing Date, the Issuer has entered into a binding agreement to purchase such Collateral Interest for settlement within 10 days after the Closing Date); (vi6) the Closing Date Loan Obligations included in the Assets satisfy each such Collateral Interest satisfies the requirements of Section 3.2(a)the definition of “Collateral Interest” and is not an Impaired Interest; and (17) the upon Grant pursuant to the Granting Clauses of this Indenture shall, upon execution and delivery of this Indenture by the parties heretoIssuer, result in the Trustee has a valid and continuing first priority perfected security interest in favor the Collateral (assuming that any Clearing Corporation, Securities Intermediary or other entity not within the control of the Trustee for the benefit of the Secured Parties in all of the Issuer’s right, title and interest in and to the Closing Date Loan Obligations pledged to the Trustee for inclusion Issuer involved in the Assets on Grant of Collateral takes the Closing Date; and actions required of it under Section 3.3(b) for perfection of that interest) and a “security entitlement” (2) upon (x) the execution and delivery of the Securities Account Control Agreement and the crediting of each Instrument evidencing the obligations of the borrowers under each Closing Date Loan Obligation to the Custodial Account as defined in the manner set forth in Section 3.3(a)(iUCC) hereof, (y) the delivery of the Instruments evidencing the obligations of the borrowers under each Closing Date Loan Obligation with respect to the Custodial Securities Intermediary as set forth in Section 3.3(a)(iii) hereof and (z) the filing of a UCC-1 financing statement as set forth in Section 3.3(a)(v) hereof, the Trustee’s security interest in all Closing Date Loan Obligations shall be a validly perfected, first priority security interest under the UCC as in effect in each applicable jurisdictionFinancial Assets.

Certificate of the Issuer. A The delivery to the Trustee of a certificate of an Authorized Officer of the Issuer given or the Collateral Manager, for and on behalf of the Issuer and without personal liabilityIssuer, dated as of the Closing Date, delivered to the Trustee, to the effect that, in the case of each Closing Date Loan Obligation Collateral Debt Security and Equity Security pledged to the Trustee for inclusion in the Assets Collateral on the Closing Date and immediately prior to the delivery thereof on the Closing Date: (i) the Issuer is the owner of such Closing Date Loan Obligation Collateral Debt Security or Equity Security free and clear of any liens, claims or encumbrances of any nature whatsoever except for those which are being released on the Closing Date and the liens created except for those Granted pursuant to this Indenture and encumbrances arising from due bills, if any, with respect to interest, or a portion thereof, accrued on such Collateral Debt Security or Equity Security prior to the Indenturefirst payment date and owed by the Issuer to the seller of such Collateral Debt Security or Equity Security; (ii) the Issuer has acquired its ownership in such Closing Date Loan Obligation Collateral Debt Security or Equity Security in good faith without notice of any adverse claimclaim (within the meaning given to such term by Section 8-102(a)(1) of the UCC), except as described in paragraph clause (i) above; (iii) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Closing Date Loan Obligation Collateral Debt Security or Equity Security (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture; (iv) the Underlying Instrument with respect Issuer has full right to each such Closing Date Loan Obligation does not prohibit the Issuer from Granting Grant a security interest in and assigning assign and pledging pledge all of its right, title and interest in such Closing Date Loan Obligation Collateral Debt Security or Equity Security to the Trustee; (v) the information set forth with respect to each such Closing Date Loan Obligation Collateral Debt Security or Equity Security in the Schedule A of Collateral Debt Securities is true correct; (vi) the Closing Date Loan Obligations each Collateral Debt Security included in the Assets satisfy Collateral satisfies the requirements of Collateral Debt Security Criteria and is transferred to the Trustee as required by Section 3.2(a); (vii) each Collateral Debt Security and Equity Security was acquired in accordance with all applicable requirements of this Indenture; and (1viii) the upon Grant pursuant to the Granting Clauses of this Indenture shall, upon execution and delivery of this Indenture by the parties heretoIssuer, result in the Trustee has a valid and continuing first priority perfected security interest in favor the Collateral (assuming that any Clearing Corporation, Securities Intermediary or other entity not within the control of the Trustee for the benefit of the Secured Parties in all of the Issuer’s right, title and interest in and to the Closing Date Loan Obligations pledged to the Trustee for inclusion Issuer involved in the Assets on Grant of Collateral takes the Closing Date; and (2actions required of it under Section 3.3(b) upon (xfor perfection of that interest) the execution and delivery of the a Securities Account Control Agreement and the crediting of each Instrument evidencing the obligations of the borrowers under each Closing Date Loan Obligation Entitlement with respect to the Custodial Account in the manner set forth in Section 3.3(a)(i) hereof, (y) the delivery of the Instruments evidencing the obligations of the borrowers under each Closing Date Loan Obligation to the Custodial Securities Intermediary as set forth in Section 3.3(a)(iii) hereof and (z) the filing of a UCC-1 financing statement as set forth in Section 3.3(a)(v) hereof, the Trustee’s security interest in all Closing Date Loan Obligations shall be a validly perfected, first priority security interest under the UCC as in effect in each applicable jurisdictionFinancial Assets.

Certificate of the Issuer. A certificate of an Authorized Officer of the Issuer given on behalf of the Issuer and without personal liability, dated as of the Closing Date, delivered to the Trustee, to the effect that, in the case of each Closing Date Mortgage Loan Obligation pledged to the Trustee for inclusion in the Assets Collateral on the Closing Date and immediately prior to the delivery thereof on the Closing Date: (i) the Issuer is the owner of such Closing Date Mortgage Loan Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for those which are being released on the Closing Date and the liens created pursuant to the this Indenture; (ii) the Issuer has acquired its ownership in such Closing Date Mortgage Loan Obligation in good faith without notice of any adverse claim, except as described in paragraph (i) above; (iii) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Closing Date Mortgage Loan 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; (iv) the Underlying Instrument Loan Documents with respect to each such Closing Date Mortgage Loan Obligation does do not prohibit the Issuer from Granting a security interest in and assigning and pledging such Closing Date Mortgage Loan Obligation to the Trustee; (v) the information set forth with respect to each such Closing Date Mortgage Loan Obligation in Schedule A is true correct; (vi) the Closing Date Loan Obligations Mortgage Loans included in the Assets Collateral satisfy the requirements of Section 3.2(a); and (1) the Grant pursuant to the Granting Clauses of this Indenture shall, upon execution and delivery of this Indenture by the parties hereto, result in a valid and continuing security interest in favor of the Trustee for the benefit of the Secured Parties in all of the Issuer’s right, title and interest in and to the Closing Date Loan Obligations Mortgage Loans pledged to the Trustee for inclusion in the Assets Collateral on the Closing Date; and (2) upon (x) the execution and delivery of the Securities Account Control Agreement and the crediting of each Instrument evidencing the obligations of the borrowers under each Closing Date Mortgage Loan Obligation to the Custodial Account in the manner set forth in Section 3.3(a)(i) hereof, (y) the delivery of the Instruments evidencing the obligations of the borrowers under each Closing Date Mortgage Loan Obligation to the Custodial Securities Intermediary as set forth in Section 3.3(a)(iii) hereof and (z) the filing of a UCC-1 financing statement as set forth in Section 3.3(a)(v) hereof, the Trustee’s security interest in all Closing Date Loan Obligations Mortgage Loans shall be a validly perfected, first priority security interest under the UCC as in effect in each applicable jurisdiction.

Certificate of the Issuer. A certificate of an Authorized Officer of the Issuer given on behalf of the Issuer and without personal liabilityIssuer, dated as of the Closing Date, delivered to the Trustee, to the effect that, in the case of each Closing Date Loan Collateral Obligation and any Deposit pledged to the Trustee for inclusion in the Assets Collateral on the Closing Date and immediately prior to the delivery Delivery thereof on the Closing Date: (i) the Issuer is the owner of has good and marketable title to such Closing Date Loan Collateral Obligation and Deposit free and clear of any liens, claims claims, encumbrances or encumbrances defects of any nature whatsoever except (1) for those which are being released on the Closing Date and the liens created pursuant or (2) for those encumbrances arising from due bills, if any, with respect to interest, or a portion thereof, accrued on such Collateral Obligation prior to the IndentureClosing Date and owed by the Issuer to the seller of such Collateral Obligation; (ii) the Issuer has acquired its ownership in such Closing Date Loan Collateral Obligation and Deposit in good faith without notice of any adverse claim, except as described in paragraph (i) above; (iii) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Closing Date Loan Collateral Obligation and Deposit (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture; (iv) the Underlying Instrument with respect Issuer has full right to each such Closing Date Loan Obligation does not prohibit the Issuer from Granting Grant a security interest in and assigning assign and pledging pledge such Closing Date Loan Collateral Obligation and Deposit to the Trustee; (v) the information set forth with respect to each such Closing Date Loan Collateral Obligation in Schedule A is true correct; (vi) the Closing Date Loan Collateral Obligations to be included in the Assets Collateral satisfy the requirements of the definition of “Collateral Obligation” and, together with any Deposit, Section 3.2(a); and (1vii) the Grant pursuant to the Granting Clauses of this Indenture shall, upon execution and delivery of this Indenture Xxxxx by the parties heretoIssuer and the taking of the relevant actions contemplated by Section 3.3, result in the Trustee has a valid and continuing perfected security interest in favor the Collateral that is of first priority, free of any adverse claim or the Trustee for the benefit of the Secured Parties in all of the Issuer’s right, title and interest in and to the Closing Date Loan Obligations pledged to the Trustee for inclusion in the Assets on the Closing Date; and (2) upon (x) the execution and delivery of the Securities Account Control Agreement and the crediting of each Instrument evidencing the obligations of the borrowers under each Closing Date Loan Obligation to the Custodial Account in the manner set forth in Section 3.3(a)(i) hereof, (y) the delivery of the Instruments evidencing the obligations of the borrowers under each Closing Date Loan Obligation to the Custodial Securities Intermediary as set forth in Section 3.3(a)(iii) hereof and (z) the filing of a UCC-1 financing statement as set forth in Section 3.3(a)(v) hereof, the Trustee’s security interest in all Closing Date Loan Obligations shall be a validly perfected, first priority security interest under the UCC as in effect in each applicable jurisdictionlegal equivalent thereof.

Certificate of the Issuer. A The Issuer shall have delivered ------------------------- to the Trustee a certificate of an Authorized Officer of the Issuer given on behalf of the Issuer and without personal liabilityIssuer, dated as of the Closing Date, delivered to the Trustee, containing representations to the effect that, in the case of each Closing Date Loan Obligation pledged to the Trustee for inclusion in the Assets on the Closing Date and immediately prior to the delivery thereof on the Closing Date: (i) this Agreement creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code) in the Collateral in favor of the Trustee, which security interest is prior to all other liens, claims or other encumbrances, and is enforceable as such as against creditors of and purchasers from the Issuer; (ii) the Collateral is comprised of "general intangibles" and "accounts" within the meaning of the applicable Uniform Commercial Code; (iii) the Issuer is the owner of such Closing Date Loan Obligation the Collateral free and clear of any liens, claims or encumbrances of any nature whatsoever except for those which are being released on the Closing Date and the liens created granted pursuant to the this Indenture; (iiiv) other than the Issuer has acquired its ownership in such Closing Date Loan Obligation in good faith without notice of any adverse claimsecurity interest granted pursuant to this Indenture, except as described in paragraph (i) above; (iii) the Issuer has not pledged, assigned, pledged sold granted a security interest in or otherwise encumbered conveyed any interest in such Closing Date Loan Obligation of the Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture; (iv) the Underlying Instrument with respect to each such Closing Date Loan Obligation does not prohibit the Issuer from Granting a security interest in and assigning and pledging such Closing Date Loan Obligation to the Trustee; (v) the information set forth with respect Issuer has caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law in order to each such Closing Date Loan Obligation perfect the security interest in Schedule A is true correctthe Collateral granted to the Trustee hereunder; (vi) the Closing Date Loan Obligations included in Issuer has not authorized the Assets satisfy filing of and is not aware of any financing statements against the requirements Issuer that include a description of Section 3.2(a)collateral covering the Collateral other than any financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated; andthe Issuer is not aware of any judgment, Pension Benefit Guaranty Corporation or tax lien filings against the Issuer; (1vii) the Grant pursuant Issuer has full right to the Granting Clauses of this Indenture shall, upon execution and delivery of this Indenture by the parties hereto, result in grant a valid and continuing security interest in favor of the Trustee for the benefit of the Secured Parties in and to assign and pledge all of the Issuer’s its right, title and interest in and the Collateral to the Closing Date Loan Obligations pledged to the Trustee for inclusion in the Assets on the Closing DateTrustee; and (2) upon (xviii) the execution Issuer has received all consents and delivery approvals required by the terms of the Securities Account Control Agreement Limited Partnership Agreements and the crediting of each Instrument evidencing Transaction Documents for the obligations sale of the borrowers under each Closing Date Loan Obligation Collateral Interests to the Custodial Account in Issuer and to the manner set forth in Section 3.3(a)(i) hereof, (y) the delivery grant of the Instruments evidencing the obligations of the borrowers under each Closing Date Loan Obligation to the Custodial Securities Intermediary as set forth in Section 3.3(a)(iii) hereof and (z) the filing of a UCC-1 financing statement as set forth in Section 3.3(a)(v) hereof, the Trustee’s security interest in all the Collateral pursuant to this Indenture. The requirement that the Issuer deliver such certificate may not be waived by the Trustee or the Secured Parties. The representations contained in such certificate shall survive the Closing Date Loan Obligations shall be a validly perfected, first priority security interest under the UCC for so long as in effect in each applicable jurisdictionany Notes remain outstanding.

Certificate of the Issuer. A certificate of an Authorized Officer An Officer’s Certificate of the Issuer given on behalf of the Issuer and without personal liabilityIssuer, dated as of the Closing Date, delivered to the Trustee, to the effect that, in the case of each Closing Date Loan Collateral Obligation pledged to the Trustee for inclusion in the Assets on the Closing Date and immediately prior to the delivery thereof on the Closing Date: (i) the Issuer is the owner of such Closing Date Loan Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for those which are being released on the Closing Date and the liens created pursuant to the IndentureDate; (ii) the Issuer has acquired its ownership in such Closing Date Loan Collateral Obligation in good faith without notice of any adverse claim, except as described in paragraph (i) above; (iii) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Closing Date Loan 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; (iv) the Underlying Instrument with respect to each such Closing Date Loan Collateral Obligation does not prohibit the Issuer from Granting a security interest in and assigning and pledging such Closing Date Loan Collateral Obligation to the Trustee; (v) the information set forth with respect to each such Collateral Obligation in the Schedule of Closing Date Loan Obligation in Schedule A Collateral Obligations is true correct; (vi) the Closing Date Loan Collateral Obligations included in the Assets satisfy the requirements of the definition of Eligibility Criteria and the requirements of Section 3.2(a); and (1vii) the Grant pursuant to the Granting Clauses of this Indenture shall, upon execution and delivery of this Indenture by the parties hereto, shall result in a valid and continuing first priority security interest in favor of the Trustee for the benefit of the Secured Parties Noteholders and each Hedge Counterparty in all of the Issuer’s right, title and interest in and to the Closing Date Loan Collateral Obligations pledged to the Trustee for inclusion in the Assets on the Closing Date; and (2) upon (x) the execution and delivery of the Securities Account Control Agreement and the crediting of each Instrument evidencing the obligations of the borrowers under each Closing Date Loan Obligation to the Custodial Account in the manner set forth in Section 3.3(a)(i) hereof, (y) the delivery of the Instruments evidencing the obligations of the borrowers under each Closing Date Loan Obligation to the Custodial Securities Intermediary as set forth in Section 3.3(a)(iii) hereof and (z) the filing of a UCC-1 financing statement as set forth in Section 3.3(a)(v) hereof, the Trustee’s security interest in all Closing Date Loan Obligations shall be a validly perfected, first priority security interest under the UCC as in effect in each applicable jurisdiction.

Certificate of the Issuer. A certificate The delivery to the Trustee of an Authorized Officer Officer’s Certificate of the Issuer given on behalf of the Issuer and without personal liabilityIssuer, dated as of the Closing Date, delivered to the Trustee, to the effect that, in the case of each Closing Date Loan Initial Collateral Debt Obligation and Equity Security pledged to the Trustee for inclusion in the Assets Collateral on the Closing Date and immediately prior to the delivery thereof on the Closing Date: (i) the Issuer is the owner of such Closing Date Loan Collateral Debt Obligation or Equity Security free and clear of any liens, claims or encumbrances of any nature whatsoever except for those which are being released on the Closing Date and the liens created except for those Granted pursuant to this Indenture and encumbrances arising from due bills, if any, with respect to interest, or a portion thereof, accrued on such Collateral Debt Obligation or Equity Security prior to the Indenturefirst payment date and owed by the Issuer to the seller of such Collateral Debt Obligation or Equity Security; (ii) the Issuer has acquired its ownership in such Closing Date Loan Collateral Debt Obligation or Equity Security in good faith without notice of any adverse claimclaim (within the meaning given to such term by Section 8-102(a)(1) of the UCC), except as described in paragraph (iSection 3.02(b)(i) above; (iii) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Closing Date Loan Collateral Debt Obligation or Equity Security (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture; (iv) the Underlying Instrument with respect Issuer has full right to each such Closing Date Loan Obligation does not prohibit the Issuer from Granting Grant a security interest in and assigning assign and pledging pledge all of its right, title and interest in such Closing Date Loan Collateral Debt Obligation or Equity Security to the Trustee; (v) the information set forth with respect to each such Closing Date Loan Collateral Debt Obligation or Equity Security in Schedule A is true and correct; (vi) the Closing Date Loan Obligations each Collateral Debt Obligation included in the Assets satisfy Collateral satisfies the requirements of the definition of Collateral Debt Obligation and is transferred to the Trustee as required by Section 3.2(a3.02(a); (vii) each Collateral Debt Obligation and Equity Security was acquired in accordance with all applicable requirements of Section 12.02; and (1viii) the upon Grant pursuant to the Granting Clauses of this Indenture shall, upon execution and delivery of this Indenture by the parties heretoIssuer, result in the Trustee has a valid and continuing first priority perfected security interest in favor the Collateral (assuming that any Clearing Corporation, Securities Intermediary or other entity not within the control of the Trustee for the benefit of the Secured Parties in all of the Issuer’s right, title and interest in and to the Closing Date Loan Obligations pledged to the Trustee for inclusion Issuer involved in the Assets on Grant of Collateral takes the Closing Date; and (2actions required of it under Section 3.03(b) upon (xfor perfection of that interest) and is the execution and delivery of the Entitlement Holder with respect to a Securities Account Control Agreement and the crediting of each Instrument evidencing the obligations of the borrowers under each Closing Date Loan Obligation Entitlement with respect to the Custodial Account in the manner set forth in Section 3.3(a)(i) hereof, (y) the delivery of the Instruments evidencing the obligations of the borrowers under each Closing Date Loan Obligation to the Custodial Securities Intermediary as set forth in Section 3.3(a)(iii) hereof and (z) the filing of a UCC-1 financing statement as set forth in Section 3.3(a)(v) hereof, the Trustee’s security interest in all Closing Date Loan Obligations shall be a validly perfected, first priority security interest under the UCC as in effect in each applicable jurisdictionFinancial Assets.

Certificate of the Issuer. A certificate of an Authorized Officer of the Issuer given on behalf of the Issuer and without personal liabilityIssuer, dated as of the Closing Date, delivered to the Trustee, to the effect that, in the case of each Closing Date Loan Obligation Underlying Asset pledged to the Trustee for inclusion in the Assets Collateral on the Closing Date and immediately prior to the delivery thereof on the Closing Date: (i) the Issuer is the owner of such Closing Date Loan Obligation Underlying Asset free and clear of any liens, claims or encumbrances of any nature whatsoever except for those which that are being released on the Closing Date and the liens created except for those Granted pursuant to or permitted by this Indenture and encumbrances arising from due bills, if any, with respect to interest, or a portion thereof, accrued on such Underlying Asset prior to the Indenturefirst payment date and owed by the Issuer to the seller of such Underlying Asset; (ii) the Issuer has acquired its ownership in such Closing Date Loan Obligation Underlying Asset in good faith without notice of any adverse claimclaim as defined in Article 8 of the UCC, except as described in paragraph clause (i) above; (iii) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Closing Date Loan Obligation Underlying Asset (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to or permitted by this Indenture; (iv) the Underlying Instrument with respect Issuer has full right to each such Closing Date Loan Obligation does not prohibit the Issuer from Granting Grant a security interest in and assigning assign and pledging pledge all of its right, title and interest in such Closing Date Loan Obligation Underlying Asset to the Trustee; (v) as of the information set forth with respect date of the Issuer's commitment to each purchase such Closing Date Loan Obligation in Schedule A is true correctUnderlying Asset, it satisfied the requirements of the definition of "Underlying Asset"; (vi) such Underlying Asset has been Delivered to the Closing Date Loan Obligations included in the Assets satisfy the requirements of Trustee as required by Section 3.2(a); and (1vii) the upon Grant pursuant to the Granting Clauses of this Indenture shall, upon execution and delivery of this Indenture by the parties heretoIssuer, result in the Trustee has a valid and continuing first priority perfected security interest in favor such Underlying Asset (assuming that any Clearing Corporation, Intermediary or other entity not within the control of the Trustee for the benefit of the Secured Parties in all of the Issuer’s right, title and interest in and to the Closing Date Loan Obligations pledged to the Trustee for inclusion Issuer involved in the Assets on Delivery of Collateral takes the Closing Date; and (2) upon (x) the execution and delivery actions required of the Securities Account Control Agreement and the crediting it for perfection of each Instrument evidencing the obligations of the borrowers under each Closing Date Loan Obligation to the Custodial Account in the manner set forth in Section 3.3(a)(i) hereof, (y) the delivery of the Instruments evidencing the obligations of the borrowers under each Closing Date Loan Obligation to the Custodial Securities Intermediary as set forth in Section 3.3(a)(iii) hereof and (z) the filing of a UCC-1 financing statement as set forth in Section 3.3(a)(v) hereof, the Trustee’s security interest in all Closing Date Loan Obligations shall be a validly perfected, first priority security interest under the UCC as in effect in each applicable jurisdictionthat interest).

Certificate of the Issuer. A The delivery to the Trustee of a certificate of an Authorized Officer of the Issuer given or the Collateral Manager, for and on behalf of the Issuer and without personal liabilityIssuer, dated as of the Closing Date, delivered to the Trustee, to the effect that, in the case of each Closing Date Loan Obligation Collateral Debt Security and Equity Security pledged to the Trustee for inclusion in the Assets Collateral on the Closing Date and immediately prior to the delivery thereof on the Closing Date: (i) the Issuer is the owner of such Closing Date Loan Obligation Collateral Debt Security or Equity Security free and clear of any liens, claims or encumbrances of any nature whatsoever except for those which are being released on the Closing Date and the liens created except for those Granted pursuant to this Indenture and encumbrances arising from due bills, if any, with respect to interest, or a portion thereof, accrued on such Collateral Debt Security or Equity Security prior to the Indenturefirst payment date and owed by the Issuer to the seller of such Collateral Debt Security or Equity Security; (ii) the Issuer has acquired its ownership in such Closing Date Loan Obligation Collateral Debt Security, or Equity Security in good faith without notice of any adverse claimclaim (within the meaning given to such term by Section 8-102(a)(1) of the UCC), except as described in paragraph clause (i) above; (iii) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Closing Date Loan Obligation Collateral Debt Security or Equity Security (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture; (iv) the Underlying Instrument with respect Issuer has full right to each such Closing Date Loan Obligation does not prohibit the Issuer from Granting Grant a security interest in and assigning assign and pledging pledge all of its right, title and interest in such Closing Date Loan Obligation Collateral Debt Security or Equity Security to the Trustee; (v) the information set forth with respect to each such Closing Date Loan Obligation Collateral Debt Security or Equity Security in the Schedule A of Collateral Debt Securities is true correct; (vi) the Closing Date Loan Obligations each Collateral Debt Security included in the Assets satisfy Collateral satisfies the requirements of Collateral Debt Security Criteria and is transferred to the Trustee as required by Section 3.2(a); (vii) each Collateral Debt Security and Equity Security was acquired in accordance with all applicable requirements of this Indenture; and (1viii) the upon Grant pursuant to the Granting Clauses of this Indenture shall, upon execution and delivery of this Indenture by the parties heretoIssuer, result in the Trustee has a valid and continuing first priority perfected security interest in favor the Collateral (assuming that any Clearing Corporation, Securities Intermediary or other entity not within the control of the Trustee for the benefit of the Secured Parties in all of the Issuer’s right, title and interest in and to the Closing Date Loan Obligations pledged to the Trustee for inclusion Issuer involved in the Assets on Grant of Collateral takes the Closing Date; and (2actions required of it under Section 3.3(b) upon (xfor perfection of that interest) the execution and delivery of the a Securities Account Control Agreement and the crediting of each Instrument evidencing the obligations of the borrowers under each Closing Date Loan Obligation Entitlement with respect to the Custodial Account in the manner set forth in Section 3.3(a)(i) hereof, (y) the delivery of the Instruments evidencing the obligations of the borrowers under each Closing Date Loan Obligation to the Custodial Securities Intermediary as set forth in Section 3.3(a)(iii) hereof and (z) the filing of a UCC-1 financing statement as set forth in Section 3.3(a)(v) hereof, the Trustee’s security interest in all Closing Date Loan Obligations shall be a validly perfected, first priority security interest under the UCC as in effect in each applicable jurisdictionFinancial Assets.

Certificate of the Issuer. A certificate of an Authorized Officer of the Issuer given on behalf of the Issuer and without personal liability, dated as of the Closing Date, delivered to the TrusteeCollateral Agent, the Loan Agent, the Trustee and the Note Administrator, on the Closing Date , to the effect that, in the case of each Closing Date Loan Obligation Mortgage Asset pledged to the Trustee Collateral Agent for inclusion in the Assets Collateral on the Closing Date and immediately prior to the delivery thereof on the Closing Date: (i) the Issuer is the owner of such Closing Date Loan Obligation Mortgage Asset free and clear of any liens, claims or encumbrances of any nature whatsoever except for those which are being released on the Closing Date and the liens created pursuant to the IndentureDate; (ii) the Issuer has acquired its ownership in such Closing Date Loan Obligation Mortgage Asset in good faith without notice of any adverse claim, except as described in paragraph clause (ib)(i) above; (iii) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Closing Date Loan Obligation Mortgage Asset (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this IndentureIndenture and Credit Agreement; (iv) the Underlying Instrument Mortgage Asset Documents with respect to each such Closing Date Loan Obligation does Mortgage Asset do not prohibit the Issuer from Granting a security interest in and assigning and pledging such Closing Date Loan Obligation Mortgage Asset to the TrusteeCollateral Agent; (v) the information set forth with respect to each such Closing Date Loan Obligation list of Mortgage Assets in Schedule A is true correctidentifies every Mortgage Asset sold to the Issuer on the Closing Date pursuant to the Mortgage Asset Purchase Agreement and pledged to the Issuer hereunder; (vi) the Closing Date Loan Obligations included in the Assets satisfy the requirements of Section 3.2(a)) with respect to such Mortgage Assets have been satisfied; and (1) the Grant pursuant to the Granting Clauses of this Indenture and Credit Agreement shall, upon execution and delivery of this Indenture and Credit Agreement by the parties hereto, result in a valid and continuing security interest in favor of the Trustee Collateral Agent for the benefit of the Secured Parties in all of the Issuer’s right, title and interest in and to the Closing Date Loan Obligations Mortgage Assets pledged to the Trustee Collateral Agent for inclusion in the Assets Collateral on the Closing Date, which security interest shall be prior to all other liens, and shall be enforceable as such against creditors of and purchasers from the Issuer; and (2) upon (x) the execution and delivery of the Securities Account Control Agreement and the crediting of each Instrument Underlying Note evidencing the obligations of the borrowers under each Closing Date Loan Obligation Mortgage Asset to the Custodial Account in the manner set forth in Section 3.3(a)(i) hereof, (y) the delivery Custodian on behalf of the Instruments evidencing Collateral Agent, at the obligations of the borrowers under each Closing Date Loan Obligation to the Custodial Securities Intermediary as set forth Custodian’s office in Section 3.3(a)(iii) hereof and (z) the filing of a UCC-1 financing statement as set forth in Section 3.3(a)(v) hereofMinneapolis, Minnesota, the TrusteeCollateral Agent’s security interest in all Closing Date Loan Obligations Mortgage Assets shall be a validly perfected, first priority security interest under the UCC as in effect in each applicable jurisdictionthe State of Minnesota.

Certificate of the Issuer. A certificate of an Authorized Officer of the Issuer given on behalf of the Issuer and without personal liabilityIssuer, dated as of the Closing Date, delivered to the Trustee, to the effect that, in the case of each Closing Date Loan Collateral Obligation and any Deposit pledged to the Trustee for inclusion in the Assets Collateral on the Closing Date and immediately prior to the delivery Delivery thereof on the Closing Date: (i) the Issuer is the owner of has good and marketable title to such Closing Date Loan Collateral Obligation and Deposit free and clear of any liens, claims claims, encumbrances or encumbrances defects of any nature whatsoever except (1) for those which are being released on the Closing Date, (2) for those encumbrances arising from due bills, if any, with respect to interest, or a portion thereof, accrued on such Collateral Obligation prior to the Closing Date and owed by the liens created pursuant Issuer to the Indentureseller of such Collateral Obligation or (3) Permitted Liens; (ii) the Issuer has acquired its ownership in such Closing Date Loan Collateral Obligation and Deposit in good faith without notice of any adverse claim, except as described in paragraph (i) above; (iii) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Closing Date Loan Collateral Obligation and Deposit (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 IndentureIndenture or other Permitted Liens; (iv) the Underlying Instrument with respect Issuer has full right to each such Closing Date Loan Obligation does not prohibit the Issuer from Granting Grant a security interest in and assigning assign and pledging pledge such Closing Date Loan Collateral Obligation and Deposit to the Trustee; (v) the information set forth with respect to each such Closing Date Loan Collateral Obligation in Schedule A is true correct;; and (vi) upon Grant by the Closing Date Loan Obligations included in Issuer and the Assets satisfy taking of the requirements of relevant actions contemplated by Section 3.2(a); and 3.3, the Trustee has (1) the Grant pursuant to the Granting Clauses of this Indenture shallor will have, upon execution and the filing of the relevant financing statements, the delivery of this Indenture by the parties hereto, result in a valid any promissory notes relating to such Collateral and continuing security interest in favor of the Trustee for the benefit of the Secured Parties in all of the Issuer’s right, title and interest in and to the Closing Date Loan Obligations pledged to the Trustee for inclusion in the Assets on the Closing Date; and (2) upon (x) the execution and delivery of the Securities Account Control Agreement and the crediting of each Instrument evidencing the obligations of the borrowers under each Closing Date Loan Obligation to the Custodial Account in the manner set forth in Section 3.3(a)(iAgreement) hereof, (y) the delivery of the Instruments evidencing the obligations of the borrowers under each Closing Date Loan Obligation to the Custodial Securities Intermediary as set forth in Section 3.3(a)(iii) hereof and (z) the filing of a UCC-1 financing statement as set forth in Section 3.3(a)(v) hereof, the Trustee’s perfected security interest in all Closing Date Loan Obligations shall be a validly perfectedthe Collateral that is of first priority, first priority security interest under free of any adverse claim or the UCC legal equivalent thereof, except as in effect in each applicable jurisdictionpermitted by this Indenture and the other Transaction Documents. (i) [Reserved]

Certificate of the Issuer. A certificate of an An Authorized Officer of Officer's Certificate from the Issuer given on behalf of the Issuer and without personal liabilityIssuer, dated as of the Closing Date, delivered to date of the TrusteeIssuer Order, to the effect that, in the case of each Closing Date Mortgage Certificate or Pledged Loan Obligation pledged to the Trustee for inclusion in the Assets on the Closing Date securing such Series and immediately prior to the delivery thereof on the Closing DateDelivery Date for such Series: (ia) the The Issuer is the pledgee or owner of such Closing Date Loan Obligation free and clear of any liens, claims Mortgage Certificate or encumbrances of any nature whatsoever except for those which are being released on the Closing Date and the liens created pursuant to the IndenturePledged Loan; (iib) the The Issuer has acquired, or acquired its ownership in security interest in, such Closing Date Loan Obligation Mortgage Collateral in good faith without notice of any adverse claim, except as described in paragraph (i) above; (iiic) the The Issuer has not assigned, pledged or otherwise encumbered assigned any interest or participation in such Closing Date Loan Obligation Mortgage Collateral (or, if any such interest or participation has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture); (ivd) The Issuer has full right, and the Underlying Instrument with respect Deposit Trust Agreement authorizes the Owner-Trustee on behalf of the Issuer, to each such Closing Date Loan Obligation does not prohibit the Issuer from Granting Grant a security interest in and assigning assign and pledging pledge such Closing Date Loan Obligation Mortgage Collateral to the Trustee; (ve) the information set forth The Special Hazard Insurance Policy, if required, is in effect with respect to such Pledged Loan; (f) The Mortgage Bankruptcy Bond, if required, is in effect with respect to such Pledged Loan; (g) The Prepayment Interest Bond, if required, is in effect with respect to such Pledged Loan; (h) The Repurchase Bond, if required, is in effect with respect to such Pledged Loan; (i) With respect to each such Closing Date Loan Obligation in Schedule A is true correct; (vi) the Closing Date Loan Obligations included in the Assets satisfy the requirements Xxxxxxx Mac PC, FNMA MBS or Other Mortgage Certificate, all payments of Section 3.2(a); and (1) the Grant pursuant to the Granting Clauses principal of this Indenture shall, upon execution and delivery of this Indenture by the parties hereto, result in a valid and continuing security interest in favor of the Trustee for the benefit of the Secured Parties in all of the Issuer’s right, title and interest on such Xxxxxxx Mac PC, FNMA MBS or Other Mortgage Certificate required to be made through the month preceding the month in and to which the Closing Delivery Date Loan Obligations pledged to the Trustee for inclusion in the Assets on the Closing Date; and (2) upon (x) the execution and delivery of the Securities Account Control Agreement and the crediting of each Instrument evidencing the obligations of the borrowers under each Closing Date Loan Obligation to the Custodial Account in the manner set forth in Section 3.3(a)(i) hereof, (y) the delivery of the Instruments evidencing the obligations of the borrowers under each Closing Date Loan Obligation to the Custodial Securities Intermediary as set forth in Section 3.3(a)(iii) hereof and (z) the filing of a UCC-1 financing statement as set forth in Section 3.3(a)(v) hereof, the Trustee’s security interest in all Closing Date Loan Obligations shall be a validly perfected, first priority security interest under the UCC as in effect in each applicable jurisdiction.occurs have been made;

Certificate of the Issuer. A certificate of an Authorized Officer of the Issuer given on behalf of the Issuer and without personal liability, dated as of the Closing Date, delivered to the Trustee, to the effect that, in the case of each Closing Date Initial Loan Obligation pledged to the Trustee for inclusion in the Assets on the Closing Date and immediately prior to the delivery thereof on the Closing Date: (i) the Issuer is the owner of such Closing Date Initial Loan Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for those which are being released on the Closing Date and the liens created pursuant to the Indenture; (ii) the Issuer has acquired its ownership in such Closing Date Initial Loan Obligation in good faith without notice of any adverse claim, except as described in paragraph (i) above; (iii) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Closing Date Initial Loan 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; (iv) the Underlying Instrument with respect to each such Closing Date Initial Loan Obligation does not prohibit the Issuer from Granting granting a security interest in and assigning and pledging such Closing Date Initial Loan Obligation to the Trustee; (v) the information set forth with respect to each such Closing Date Initial Loan Obligation in Schedule A is true correct; (vi) the Closing Date Initial Loan Obligations included in the Assets satisfy the requirements of Section 3.2(a); and (1) the Grant pursuant to the Granting Clauses of this Indenture shall, upon execution and delivery of this Indenture by the parties hereto, result in a valid and continuing security interest in favor of the Trustee for the benefit of the Secured Parties in all of the Issuer’s right, title and interest in and to the Closing Date Initial Loan Obligations pledged to the Trustee for inclusion in the Assets on the Closing Date; and (2) upon (x) the execution and delivery of the Securities Account Control Agreement and the crediting of each Instrument evidencing the obligations of the borrowers under each Closing Date Initial Loan Obligation to the Custodial Account in the manner set forth in Section 3.3(a)(i) hereof, (y) the delivery of the Instruments evidencing the obligations of the borrowers under each Closing Date Initial Loan Obligation to the Custodial Securities Intermediary as set forth in Section 3.3(a)(iii) hereof and (z) the filing of a UCC-1 financing statement as set forth in Section 3.3(a)(v) hereof, the Trustee’s security interest in all Closing Date Initial Loan Obligations shall be a validly perfected, first priority security interest under the UCC as in effect in each applicable jurisdiction.

Certificate of the Issuer. A certificate of an Authorized Officer of the Issuer given on behalf of the Issuer and without personal liability, dated as of the Closing Date, delivered to the TrusteeTrustee and the Note Administrator, to the effect that, in the case of each Closing Date Loan Obligation Mortgage Asset pledged to the Trustee for inclusion in the Assets Collateral on the Closing Date and immediately prior to the delivery thereof on the Closing Date: (i) the Issuer is the owner of such Closing Date Loan Obligation Mortgage Asset free and clear of any liens, claims or encumbrances of any nature whatsoever except for those which are being released on the Closing Date and the liens created pursuant to the IndentureDate; (ii) the Issuer has acquired its ownership in such Closing Date Loan Obligation Mortgage Asset in good faith without notice of any adverse claim, except as described in paragraph (i) above; (iii) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Closing Date Loan Obligation Mortgage Asset (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture; (iv) the Underlying Instrument Asset Documents with respect to each such Closing Date Loan Obligation does Mortgage Asset do not prohibit the Issuer from Granting a security interest in and assigning and pledging such Closing Date Loan Obligation Mortgage Asset to the Trustee; (v) the information set forth with respect to each such Closing Date Loan Obligation Mortgage Asset in Schedule A is true correct; (vi) the Closing Date Loan Obligations Mortgage Assets included in the Assets Collateral satisfy the requirements of Section 3.2(a); and; (1) the Grant pursuant to the Granting Clauses of this Indenture shall, upon execution and delivery of this Indenture by the parties hereto, result in a valid and continuing security interest in favor of the Trustee for the benefit of the Secured Parties in all of the Issuer’s right, title and interest in and to the Closing Date Loan Obligations Mortgage Assets pledged to the Trustee for inclusion in the Assets Collateral on the Closing Date; and (2) upon (x) the execution and delivery of the Securities Account Control Agreement and the crediting of each Instrument mortgage note evidencing the obligations of the borrowers under each Closing Date Loan Obligation Mortgage Asset to the Custodial Account in the manner set forth in Section 3.3(a)(i) hereof, (y) the delivery Custodian on behalf of the Instruments evidencing Trustee for the obligations benefit of the borrowers under each Closing Date Loan Obligation to Secured Parties, at the Custodial Securities Intermediary as set forth Custodian’s office in Section 3.3(a)(iii) hereof and (z) the filing of a UCC-1 financing statement as set forth in Section 3.3(a)(v) hereofMinneapolis, Minnesota, the Trustee’s security interest in all Closing Date Loan Obligations Mortgage Assets shall be a validly perfected, first priority security interest under the UCC as in effect in each applicable jurisdictionthe State of Minnesota.

Certificate of the Issuer. A certificate of an Authorized Officer of the Issuer given on behalf of the Issuer and without personal liability, dated as of the Closing Date, delivered to the Trustee, to the effect that, in the case of each Closing Date Initial Loan Obligation pledged to the Trustee for inclusion in the Assets on the Closing Date and immediately prior to the delivery thereof on the Closing Date: (i) the Issuer is the owner of such Closing Date Loan Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for those which are being released on the Closing Date and the liens created pursuant to the IndentureDate; (ii) the Issuer has acquired its ownership in such Closing Date Initial Loan Obligation in good faith without notice of any adverse claim, except as described in paragraph (i) above; (iii) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Closing Date Initial Loan 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; (iv) the Underlying Instrument with respect to each such Closing Date Initial Loan Obligation does not prohibit the Issuer from Granting a security interest in and assigning and pledging such Closing Date Initial Loan Obligation to the Trustee; (v) the information set forth with respect to each such Closing Date Initial Loan Obligation in Schedule A is true correct; (vi) the Closing Date Loan Obligations included in the Assets satisfy the requirements of Section 3.2(a); and (1) the Grant pursuant to the Granting Clauses of this Indenture shall, upon execution and delivery of this Indenture by the parties hereto, result in a valid and continuing security interest in favor of the Trustee for the benefit of the Secured Parties in all of the Issuer’s right, title and interest in and to the Closing Date Initial Loan Obligations pledged to the Trustee for inclusion in the Assets on the Closing Date; and (2) upon (x) the execution and delivery of the Securities Account Control Agreement and the crediting of each Instrument evidencing the obligations of the borrowers under each Closing Date Initial Loan Obligation to the Custodial Account in the manner set forth in Section 3.3(a)(i) hereof, (y) the delivery of the Instruments evidencing the obligations of the borrowers under each Closing Date Initial Loan Obligation to the Custodial Securities Intermediary as set forth in Section 3.3(a)(iii) hereof and (z) the filing of a UCC-1 financing statement as set forth in Section 3.3(a)(v) hereof, the Trustee’s security interest in all Closing Date Initial Loan Obligations shall be a validly perfected, first priority security interest under the UCC as in effect in each applicable jurisdiction.

Certificate of the Issuer. A certificate of an Authorized Officer of the Issuer given on behalf of the Issuer and without personal liabilityIssuer, dated as of the Closing Date, delivered to the Trustee, to the effect that, in the case of each Closing Date Loan Obligation Underlying Asset pledged to the Collateral Trustee for inclusion in the Assets Collateral on the Closing Date and immediately prior to the delivery thereof on the Closing Date: (i) the Issuer is the owner of such Closing Date Loan Obligation Underlying Asset free and clear of any liens, claims or encumbrances of any nature whatsoever except for those which that are being released on the Closing Date and the liens created except for those Granted pursuant to or permitted by this Indenture and encumbrances arising from due bills, if any, with respect to interest, or a portion thereof, accrued on such Underlying Asset prior to the Indenturefirst payment date and owed by the Issuer to the seller of such Underlying Asset; (ii) the Issuer has acquired its ownership in such Closing Date Loan Obligation Underlying Asset in good faith without notice of any adverse claimclaim as defined in Article 8 of the UCC, except as described in paragraph clause (i) above; (iii) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Closing Date Loan Obligation Underlying Asset (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to or permitted by this Indenture; (iv) the Underlying Instrument with respect Issuer has full right to each such Closing Date Loan Obligation does not prohibit the Issuer from Granting Grant a security interest in and assigning assign and pledging pledge all of its right, title and interest in such Closing Date Loan Obligation Underlying Asset to the Collateral Trustee; (v) as of the information set forth with respect date of the Issuer’s commitment to each purchase such Closing Date Loan Obligation in Schedule A is true correctUnderlying Asset, it satisfied the requirements of the definition of “Underlying Asset”; (vi) such Underlying Asset has been Delivered to the Closing Date Loan Obligations included in the Assets satisfy the requirements of Collateral Trustee as required by Section 3.2(a); and (1vii) the upon Grant pursuant to the Granting Clauses of this Indenture shall, upon execution and delivery of this Indenture by the parties heretoIssuer, result in the Collateral Trustee has a valid and continuing first priority perfected security interest in favor such Underlying Asset (assuming that any Clearing Corporation, Intermediary or other entity not within the control of the Trustee for the benefit of the Secured Parties in all of the Issuer’s right, title and interest in and to the Closing Date Loan Obligations pledged to the Trustee for inclusion Issuer involved in the Assets on Delivery of Collateral takes the Closing Date; and (2) upon (x) the execution and delivery actions required of the Securities Account Control Agreement and the crediting it for perfection of each Instrument evidencing the obligations of the borrowers under each Closing Date Loan Obligation to the Custodial Account in the manner set forth in Section 3.3(a)(i) hereof, (y) the delivery of the Instruments evidencing the obligations of the borrowers under each Closing Date Loan Obligation to the Custodial Securities Intermediary as set forth in Section 3.3(a)(iii) hereof and (z) the filing of a UCC-1 financing statement as set forth in Section 3.3(a)(v) hereof, the Trustee’s security interest in all Closing Date Loan Obligations shall be a validly perfected, first priority security interest under the UCC as in effect in each applicable jurisdictionthat interest).

Certificate of the Issuer. A certificate of an Authorized Officer of the Issuer given on behalf of the Issuer and without personal liability, dated as of the Closing Date, delivered to the Trustee, to the effect that, in the case of each Closing Date Loan Obligation Collateral Interest pledged to the Trustee for inclusion in the Assets Collateral on the Closing Date and immediately prior to the delivery thereof on the Closing Date: (i) the Issuer is the owner of such Closing Date Loan Obligation Collateral Interest free and clear of any liens, claims or encumbrances of any nature whatsoever except for those which are being released on the Closing Date and the liens created pursuant to the IndentureDate; (ii) the Issuer has acquired its ownership in such Closing Date Loan Obligation Collateral Interest in good faith without notice of any adverse claim, except as described in paragraph (i) above; (iii) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Closing Date Loan Obligation Collateral Interest (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture; (iv) the Underlying Instrument with respect to each such Closing Date Loan Obligation Collateral Interest does not prohibit the Issuer from Granting a security interest in and assigning and pledging such Closing Date Loan Obligation Collateral Interest to the Trustee; (v) the information set forth with respect to each such Collateral Interest in the Schedule of Closing Date Loan Obligation in Schedule A Collateral Interests is true correct; (vi) the Closing Date Loan Obligations Collateral Interests included in the Assets Collateral satisfy the requirements of the definition of Eligibility Criteria and the requirements of Section 3.2(a); and (1vii) the Grant pursuant to the Granting Clauses of this Indenture shall, upon execution and delivery of this Indenture by the parties hereto, shall result in a valid and continuing first priority security interest in favor of the Trustee for the benefit of the Secured Parties Holders of the Notes and each Hedge Counterparty in all of the Issuer’s right, title and interest in and to the Closing Date Loan Obligations Collateral Interests pledged to the Trustee for inclusion in the Assets Collateral on the Closing Date; and (2) upon (x) the execution and delivery of the Securities Account Control Agreement and the crediting of each Instrument evidencing the obligations of the borrowers under each Closing Date Loan Obligation to the Custodial Account in the manner set forth in Section 3.3(a)(i) hereof, (y) the delivery of the Instruments evidencing the obligations of the borrowers under each Closing Date Loan Obligation to the Custodial Securities Intermediary as set forth in Section 3.3(a)(iii) hereof and (z) the filing of a UCC-1 financing statement as set forth in Section 3.3(a)(v) hereof, the Trustee’s security interest in all Closing Date Loan Obligations shall be a validly perfected, first priority security interest under the UCC as in effect in each applicable jurisdiction.

Certificate of the Issuer. A certificate of an Authorized Officer of the Issuer given on behalf of the Issuer and without personal liability, dated as of the Closing Date, shall be delivered to the Trustee, to the effect that, in the case of each Closing Date Loan Obligation Collateral Debt Security pledged to the Trustee for inclusion in the Assets on the Closing Date and immediately prior to the delivery thereof on the Closing Date: (i) the Issuer is the owner of such Closing Date Loan Obligation Collateral Debt Security free and clear of any liens, claims or encumbrances of any nature whatsoever except for those which are being released on the Closing Date and the liens created pursuant to the IndentureDate; (ii) the Issuer has acquired its ownership in such Closing Date Loan Obligation Collateral Debt Security in good faith without notice of any adverse claim, except as described in paragraph (i) above; (iii) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Closing Date Loan Obligation Collateral Debt Security (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture; (iv) the Underlying Instrument with respect to each such Closing Date Loan Obligation Collateral Debt Security does not prohibit the Issuer from Granting a security interest in and assigning and pledging such Closing Date Loan Obligation Collateral Debt Security to the Trustee; (v) the information set forth with respect to each such Collateral Debt Security in the Schedule of Closing Date Loan Obligation in Schedule A Collateral Debt Securities is true correct; (vi) the Closing Date Loan Obligations Collateral Debt Securities included in the Assets satisfy the requirements of the definition of Eligibility Criteria and the requirements of Section 3.2(a); and (1vii) the Grant pursuant to the Granting Clauses of this Indenture shall, upon execution and delivery of this Indenture by the parties hereto, shall result in a valid and continuing first priority security interest in favor of the Trustee for the benefit of the Secured Parties Holders of the Notes and each Hedge Counterparty in all of the Issuer’s right, title and interest in and to the Closing Date Loan Obligations Collateral Debt Securities pledged to the Trustee for inclusion in the Assets on the Closing Date; and (2) upon (x) the execution and delivery of the Securities Account Control Agreement and the crediting of each Instrument evidencing the obligations of the borrowers under each Closing Date Loan Obligation to the Custodial Account in the manner set forth in Section 3.3(a)(i) hereof, (y) the delivery of the Instruments evidencing the obligations of the borrowers under each Closing Date Loan Obligation to the Custodial Securities Intermediary as set forth in Section 3.3(a)(iii) hereof and (z) the filing of a UCC-1 financing statement as set forth in Section 3.3(a)(v) hereof, the Trustee’s security interest in all Closing Date Loan Obligations shall be a validly perfected, first priority security interest under the UCC as in effect in each applicable jurisdiction.

Certificate of the Issuer. A certificate of an Authorized Officer An Officer’s Certificate of the Issuer given on behalf of the Issuer and without personal liabilityIssuer, dated as of the Closing Date, delivered to the Trustee, to the effect that, in the case of each Closing Date Initial Underlying Loan Obligation pledged to the Trustee for inclusion in the Assets Collateral on the Closing Date and immediately prior to the delivery thereof on the Closing Date: (i) the Issuer is the owner of such Closing Date Underlying Loan Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for those which are being released on the Closing Date and the liens created pursuant to the IndentureDate; (ii) the Issuer has acquired its ownership in such Closing Date Underlying Loan Obligation in good faith without notice of any adverse claim, except as described in paragraph clause (i) above; (iii) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Closing Date Underlying Loan 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; (iv) the Underlying Instrument Loan Documents with respect to each such Closing Date Underlying Loan Obligation does do not prohibit the Issuer from Granting a security interest in and assigning and pledging such Closing Date Underlying Loan Obligation to the Trustee; (v) the information set forth with respect to each such Closing Date Underlying Loan Obligation in Schedule A is true correct; (vi) the Closing Date Loan Obligations included in the Assets satisfy the requirements Schedule of Section 3.2(a)Underlying Loans is correct; and (1vi) the Grant pursuant to the Granting Clauses of this Indenture shall, upon execution and delivery of this Indenture by the parties hereto, result in a valid and continuing security interest is effective to create in favor of the Trustee for the benefit Trustee, on behalf of the Secured Parties Parties, a valid first priority “security interest” (as defined in Section 1-201(b)(35) of the UCC) in all of the Issuer’s rightrights, title and interest in of the Issuer in, to and under the Collateral and with respect to the Closing Date Loan Obligations pledged to the Trustee for inclusion in the Assets on the Closing Date; and (2) upon (x) the execution and delivery portion of the Securities Account Control Agreement and the crediting of each Instrument evidencing the obligations Collateral constituting an “instrument” (as defined in Section 9-102(a)(47) of the borrowers under each Closing Date Loan Obligation to UCC), upon possession of such Collateral constituting an “instrument” by the Custodial Account Custodian in the manner set forth in accordance with Section 3.3(a)(i) hereof, (y) the delivery of the Instruments evidencing the obligations of the borrowers under each Closing Date Loan Obligation to the Custodial Securities Intermediary as set forth in Section 3.3(a)(iii) hereof and (z) the filing of a UCC-1 financing statement as set forth in Section 3.3(a)(v) hereof3.3(a), the Trustee’s security interest in all Closing Date Loan Obligations , on behalf of the Secured Parties, shall be have a validly perfectedvalid, perfected first priority security interest under the UCC as in effect in each applicable jurisdictionsuch Collateral constituting an “instrument”.

Certificate of the Issuer. A certificate of an Authorized Officer of the Issuer given on behalf of the Issuer and without personal liabilityIssuer, dated as of the Closing Date, delivered to the Trustee, to the effect that, in the case of each Closing Date Loan Obligation Collateral Interest pledged to the Trustee for inclusion in the Assets Collateral on the Closing Date and immediately prior to the delivery thereof on the Closing Date: (i) the Issuer is the owner of such Closing Date Loan Obligation Collateral Interest free and clear of any liens, claims or encumbrances of any nature whatsoever except for those which are being released on the Closing Date and the liens created except for those Granted pursuant to this Indenture and encumbrances arising from due bills, if any, with respect to interest, or a portion thereof, accrued on such Collateral Interest prior to the IndentureClosing Date and owed by the Issuer to the seller of such Collateral Interest; (ii) the Issuer has acquired its ownership in such Closing Date Loan Obligation Collateral Interest in good faith without notice of any adverse claimclaim as defined in UCC § 8-102(a)(1), except as described in paragraph (i) above; (iii) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Closing Date Loan Obligation Collateral Interest (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture; (iv) the Underlying Instrument with respect Issuer has full right to each such Closing Date Loan Obligation does not prohibit the Issuer from Granting Grant a security interest in and assigning assign and pledging pledge such Closing Date Loan Obligation Collateral Interest to the TrusteeTrustee and has taken all actions, if any, required pursuant to Section 7.5(a); (v) the information set forth with respect to each such Closing Date Loan Obligation Collateral Interest in the Schedule A of Collateral Interests is true correct; (vi) the Closing Date Loan Obligations included Issuer has complied with the conditions to and the restrictions on transfer of the Collateral Interests contained in the Assets satisfy the requirements of Section 3.2(a)related Underlying Instruments and other documents related to such Collateral Interests; and (1vii) the upon Grant pursuant to the Granting Clauses of this Indenture shall, upon execution and delivery of this Indenture by the parties heretoIssuer, result in a valid and continuing security interest in favor of the Trustee for the benefit of the Secured Parties in all of the Issuer’s right, title and interest in and to the Closing Date Loan Obligations pledged to the Trustee for inclusion in the Assets on the Closing Date; and (2) upon (x) the execution and delivery of the Securities Account Control Agreement and the crediting of each Instrument evidencing the obligations of the borrowers under each Closing Date Loan Obligation to the Custodial Account in the manner set forth in Section 3.3(a)(i) hereof, (y) the delivery of the Instruments evidencing the obligations of the borrowers under each Closing Date Loan Obligation to the Custodial Securities Intermediary as set forth in Section 3.3(a)(iii) hereof and (z) the filing of has a UCC-1 financing statement as set forth in Section 3.3(a)(v) hereof, the Trustee’s first priority perfected security interest in all Closing Date Loan Obligations shall be a validly perfected, first priority the Collateral (assuming that any Securities Intermediary or other entity not within the control of the Issuer involved in the Delivery of Collateral takes the actions required of it for perfection of such security interest under the UCC as in effect in each applicable jurisdictioninterest).

Certificate of the Issuer. A certificate of an Authorized Officer of the Issuer given on behalf of the Issuer and without personal liability, dated as of the Closing Date, delivered to the Trustee, to the effect that, in the case of each Closing Date Initial Loan Obligation pledged to the Trustee for inclusion in the Assets on the Closing Date and immediately prior to the delivery thereof on the Closing Date: (i) the Issuer is the owner of such Closing Date Initial Loan Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for those which are being released on the Closing Date and the liens created pursuant to the Indenture; (ii) the Issuer has acquired its ownership in such Closing Date Initial Loan Obligation in good faith without notice of any adverse claim, except as described in paragraph (i) above; (iii) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Closing Date Initial Loan 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; (iv) the Underlying Instrument with respect to each such Closing Date Initial Loan Obligation does not prohibit the Issuer from Granting a security interest in and assigning and pledging such Closing Date Initial Loan Obligation to the Trustee; (v) the information set forth with respect to each such Closing Date Initial Loan Obligation in Schedule A is true correct; (vi) the Closing Date Initial Loan Obligations included in the Assets satisfy the requirements of Section 3.2(a); and (1) the Grant pursuant to the Granting Clauses of this Indenture shall, upon execution and delivery of this Indenture by the parties hereto, result in a valid and continuing security interest in favor of the Trustee for the benefit of the Secured Parties in all of the Issuer’s right, title and interest in and to the Closing Date Initial Loan Obligations pledged to the Trustee for inclusion in the Assets on the Closing Date; and (2) upon (x) the execution and delivery of the Securities Account Control Agreement and the crediting of each Instrument evidencing the obligations of the borrowers under each Closing Date Initial Loan Obligation to the Custodial Account in the manner set forth in Section 3.3(a)(i) hereof, (y) the delivery of the Instruments evidencing the obligations of the borrowers under each Closing Date Initial Loan Obligation to the Custodial Securities Intermediary as set forth in Section 3.3(a)(iii) hereof and (z) the filing of a UCC-1 financing statement as set forth in Section 3.3(a)(v) hereof, the Trustee’s security interest in all Closing Date Initial Loan Obligations shall be a validly perfected, first priority security interest under the UCC as in effect in each applicable jurisdiction.

Certificate of the Issuer. A certificate of an Authorized Officer of the Issuer given on behalf of the Issuer and without personal liability, dated as of the Closing Date, delivered to the Trustee, to the effect that, in the case of each Closing Date Loan Obligation Collateral Debt Security pledged to the Trustee for inclusion in the Assets on the Closing Date and immediately prior to the delivery thereof on the Closing Date: (i) the Issuer is the owner of such Closing Date Loan Obligation Collateral Debt Security free and clear of any liens, claims or encumbrances of any nature whatsoever except for those which are being released on the Closing Date and the liens created pursuant to the IndentureDate; (ii) the Issuer has acquired its ownership in such Closing Date Loan Obligation Collateral Debt Security in good faith without notice of any adverse claim, except as described in paragraph (i) above; (iii) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Closing Date Loan Obligation Collateral Debt Security (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture; (iv) the Underlying Instrument with respect to each such Closing Date Loan Obligation Collateral Debt Security does not prohibit the Issuer from Granting a security interest in and assigning and pledging such Closing Date Loan Obligation Collateral Debt Security to the Trustee; (v) the information set forth with respect to each such Collateral Debt Security in the Schedule of Closing Date Loan Obligation in Schedule A Collateral Debt Securities is true correct; (vi) the Closing Date Loan Obligations Collateral Debt Securities included in the Assets satisfy the requirements of the definition of Eligibility Criteria and the requirements of Section 3.2(a); and (1vii) the Grant pursuant to the Granting Clauses of this Indenture shall, upon execution and delivery of this Indenture by the parties hereto, shall result in a valid and continuing first priority security interest in favor of the Trustee for the benefit of the Secured Parties in all of the Issuer’s 's right, title and interest in and to the Closing Date Loan Obligations Collateral Debt Securities pledged to the Trustee for inclusion in the Assets on the Closing Date; and (2) upon (x) the execution and delivery of the Securities Account Control Agreement and the crediting of each Instrument evidencing the obligations of the borrowers under each Closing Date Loan Obligation to the Custodial Account in the manner set forth in Section 3.3(a)(i) hereof, (y) the delivery of the Instruments evidencing the obligations of the borrowers under each Closing Date Loan Obligation to the Custodial Securities Intermediary as set forth in Section 3.3(a)(iii) hereof and (z) the filing of a UCC-1 financing statement as set forth in Section 3.3(a)(v) hereof, the Trustee’s security interest in all Closing Date Loan Obligations shall be a validly perfected, first priority security interest under the UCC as in effect in each applicable jurisdiction.

Certificate of the Issuer. A certificate of an Authorized Officer of the Issuer given on behalf of the Issuer and without personal liability, dated as of the Closing Date, delivered to the Trustee, to the effect that, in the case of each Closing Date Loan Obligation Collateral Interest pledged to the Trustee for inclusion in the Assets on the Closing Date and immediately prior to the delivery thereof on the Closing Date: (i) the Issuer is the owner of such Closing Date Loan Obligation Collateral Interest free and clear of any liens, claims or encumbrances of any nature whatsoever except for those which are being released on the Closing Date and the liens created pursuant to the IndentureDate; (ii) the Issuer has acquired its ownership in such Closing Date Loan Obligation Collateral Interest in good faith without notice of any adverse claim, except as described in paragraph (i) above; (iii) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Closing Date Loan Obligation Collateral Interest (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture; (iv) the Underlying Instrument with respect to each such Closing Date Loan Obligation Collateral Interest does not prohibit the Issuer from Granting a security interest in and assigning and pledging such Closing Date Loan Obligation Collateral Interest to the Trustee; (v) the information set forth with respect to each such Closing Date Loan Obligation Collateral Interest in Schedule A is true and correct; (vi) the Closing Date Loan Obligations Collateral Interests included in the Assets satisfy the requirements of Section 3.2(a); and (1) the Grant pursuant to the Granting Clauses of this Indenture shall, upon execution and delivery of this Indenture by the parties hereto, result in a valid and continuing security interest in favor of the Trustee for the benefit of the Secured Parties in all of the Issuer’s right, title and interest in and to the Closing Date Loan Obligations Collateral Interests pledged to the Trustee for inclusion in the Assets on the Closing Date; and (2) upon (x) the execution and delivery of the Securities Account Control Agreement and the crediting of each Instrument evidencing the obligations of the borrowers under each Closing Date Loan Obligation Collateral Interest to the Custodial Account in the manner set forth in Section 3.3(a)(i) hereof, (y) the delivery of the Instruments evidencing the obligations of the borrowers under each Closing Date Loan Obligation Collateral Interest to the Custodial Custodian on behalf of the Trustee as Securities Intermediary as set forth in Section 3.3(a)(iii) hereof and (z) the filing of a UCC-1 financing statement as set forth in Section 3.3(a)(v) hereof, the Trustee’s security interest in all Closing Date Loan Obligations Collateral Interests shall be a validly perfected, first priority security interest under Article 9 of the UCC as in effect in each applicable jurisdiction.

Certificate of the Issuer. A The delivery to the Trustee of a certificate of an Authorized Officer of the Issuer given or the Collateral Manager, for and on behalf of the Issuer and without personal liabilityIssuer, dated as of the Closing Date, delivered to the Trustee, to the effect that, in the case of each Closing Date Loan Obligation Collateral Debt Security and Equity Security pledged to the Trustee for inclusion in the Assets Collateral and the Treasury Strip Collateral on the Closing Date and immediately prior to the delivery thereof on the Closing Date: (i) the Issuer is the owner of such Closing Date Loan Obligation Collateral Debt Security or Equity Security free and clear of any liens, claims or encumbrances of any nature whatsoever except for those which are being released on the Closing Date and the liens created except for those Granted pursuant to this Indenture and encumbrances arising from due bills, if any, with respect to interest, or a portion thereof, accrued on such Collateral Debt Security or Equity Security prior to the Indenturefirst payment date and owed by the Issuer to the seller of such Collateral Debt Security or Equity Security; (ii) the Issuer has acquired its ownership in such Closing Date Loan Obligation Collateral Debt Security, Treasury Strip Collateral or Equity Security in good faith without notice of any adverse claimclaim (within the meaning given to such term by Section 8-102(a)(1) of the UCC), except as described in paragraph clause (i) above; (iii) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Closing Date Loan Obligation Collateral Debt Security, Treasury Strip Collateral or Equity Security (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture; (iv) the Underlying Instrument with respect Issuer has full right to each such Closing Date Loan Obligation does not prohibit the Issuer from Granting Grant a security interest in and assigning assign and pledging pledge all of its right, title and interest in such Closing Date Loan Obligation Collateral Debt Security, Treasury Strip Collateral or Equity Security to the Trustee; (v) the information set forth with respect to each such Closing Date Loan Obligation Collateral Debt Security or Equity Security in the Schedule A of Collateral Debt Securities is true correct; (vi) the Closing Date Loan Obligations each Collateral Debt Security included in the Assets satisfy Collateral satisfies the requirements of Collateral Debt Security Criteria and is transferred to the Trustee as required by Section 3.2(a); (vii) each Collateral Debt Security, Treasury Strip Collateral and Equity Security was acquired in accordance with all applicable requirements of this Indenture; and (1viii) the upon Grant pursuant to the Granting Clauses of this Indenture shall, upon execution and delivery of this Indenture by the parties heretoIssuer, result in the Trustee has a valid and continuing first priority perfected security interest in favor the Collateral and Treasury Strip Collateral (assuming that any Clearing Corporation, Securities Intermediary or other entity not within the control of the Trustee for the benefit of the Secured Parties in all of the Issuer’s right, title and interest in and to the Closing Date Loan Obligations pledged to the Trustee for inclusion Issuer involved in the Assets on Grant of Collateral takes the Closing Date; and (2actions required of it under Section 3.3(b) upon (xfor perfection of that interest) the execution and delivery of the a Securities Account Control Agreement and the crediting of each Instrument evidencing the obligations of the borrowers under each Closing Date Loan Obligation Entitlement with respect to the Custodial Account in the manner set forth in Section 3.3(a)(i) hereof, (y) the delivery of the Instruments evidencing the obligations of the borrowers under each Closing Date Loan Obligation to the Custodial Securities Intermediary as set forth in Section 3.3(a)(iii) hereof and (z) the filing of a UCC-1 financing statement as set forth in Section 3.3(a)(v) hereof, the Trustee’s security interest in all Closing Date Loan Obligations shall be a validly perfected, first priority security interest under the UCC as in effect in each applicable jurisdictionFinancial Assets.

Certificate of the Issuer. A certificate of an Authorized Officer of the Issuer given on behalf of the Issuer and without personal liability, dated as of the Closing Date, delivered to the Trustee, to the effect that, in the case of each Closing Date Loan Obligation pledged to the Trustee for inclusion in the Assets on the Closing Date and immediately prior to the delivery thereof on the Closing Date: (i) the Issuer is the owner of such Closing Date Loan Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for those which are being released on the Closing Date and the liens created pursuant to the IndentureDate; (ii) the Issuer has acquired its ownership in such Closing Date Loan Obligation in good faith without notice of any adverse claim, except as described in paragraph (i) above; (iii) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Closing Date Loan 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; (iv) the Underlying Instrument with respect to each such Closing Date Loan Obligation does not prohibit the Issuer from Granting a security interest in and assigning and pledging such Closing Date Loan Obligation to the Trustee; (v) the information set forth with respect to each such Closing Date Loan Obligation in Schedule A is true correct; (vi) the Closing Date Loan Obligations included in the Assets satisfy the requirements of Section 3.2(a); and (1) the Grant pursuant to the Granting Clauses of this Indenture shall, upon execution and delivery of this Indenture by the parties hereto, result in a valid and continuing security interest in favor of the Trustee for the benefit of the Secured Parties in all of the Issuer’s right, title and interest in and to the Closing Date Loan Obligations pledged to the Trustee for inclusion in the Assets on the Closing Date; and (2) upon (x) the execution and delivery of the Securities Account Control Agreement and the crediting of each Instrument evidencing the obligations of the borrowers under each Closing Date Loan Obligation to the Custodial Account in the manner set forth in Section 3.3(a)(i) hereof, (y) the delivery of the Instruments evidencing the obligations of the borrowers under each Closing Date Loan Obligation to the Custodial Securities Intermediary as set forth in Section 3.3(a)(iii) hereof and (z) the filing of a UCC-1 financing statement as set forth in Section 3.3(a)(v) hereof, the Trustee’s security interest in all Closing Date Loan Obligations shall be a validly perfected, first priority security interest under the UCC as in effect in each applicable jurisdiction.

Certificate of the Issuer. A certificate of an Authorized Officer of the Issuer given on behalf of the Issuer and without personal liabilityIssuer, dated as of the Closing DateDate or any Issuance Date (as applicable), delivered to the TrusteeIndenture Trustee and each Insurer, if any, relating to the Notes to be issued, to the effect that, in the case of each Closing Date Loan Obligation pledged to the Trustee for inclusion in the Franchise Assets on the Closing Date Date, and immediately prior to the delivery thereof on the Closing DateIssuance Date of any Notes: (i) the Issuer is the owner of such Closing Date Loan Obligation Assets are free and clear of any liens, claims or encumbrances of any nature whatsoever Liens except for (A) those which are being released on the Closing Date and the liens created Date, (B) those Granted pursuant to the Indenturethis Indenture or (C) Permitted Liens; (ii) the Issuer has acquired its ownership in such Closing Date Loan Obligation the Issuer Assets in good faith without notice of any adverse claim, except as described in paragraph (i) above; (iii) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Closing Date Loan 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; (iv) the Underlying Instrument Franchise Documents with respect to each such Closing Date Loan Obligation does Franchise do not prohibit the Issuer from Granting a security interest in and assigning and pledging such Closing Date Loan Obligation Franchise Assets to the Indenture Trustee; (v) the information set forth with respect to each such Closing Date Loan Obligation in Schedule A is true correct; (vi) the Closing Date Loan Obligations included in the Assets satisfy the requirements of Section 3.2(a); and (1iv) the Grant pursuant to the Granting Clauses of this Indenture shallIndenture, upon execution filing of the Financing Statement and delivery the Owned Real Property Mortgage, timely filing of this Indenture by IP Lien Filings in the parties heretoappropriate Intellectual Property registry office and the taking of any actions or filings required under laws outside of the United States for perfection of Licensed IP created under such laws, shall result in a valid and continuing first priority perfected security interest in favor of the Indenture Trustee for the benefit of the Secured Parties in all of the Issuer’s right, title and interest in and to the Closing Date Loan Obligations pledged to the Trustee for inclusion in the Assets Issuer Assets. The Issuer, on and as of the Closing Date; and (2) upon (x) the execution , and delivery on and as of the Securities Account Control Agreement and the crediting of each Instrument evidencing the obligations of the borrowers under each Closing any subsequent Issuance Date Loan Obligation to the Custodial Account in the manner set forth in extent contemplated by Section 3.3(a)(i) hereof3.1(a)(B)(6), (y) the delivery of the Instruments evidencing the obligations of the borrowers under each Closing Date Loan Obligation to the Custodial Securities Intermediary hereby represents and warrants as set forth above in Section 3.3(a)(iiiclauses (i) hereof and through (z) the filing of a UCC-1 financing statement as set forth in Section 3.3(a)(v) hereof, the Trustee’s security interest in all Closing Date Loan Obligations shall be a validly perfected, first priority security interest under the UCC as in effect in each applicable jurisdictioniv).