Common use of Issuance of Secured Liquidity Notes Clause in Contracts

Issuance of Secured Liquidity Notes. The issuance and payment provisions of the Secured Liquidity Notes, to the extent not covered in this Security Agreement, will be as set forth in the Depositary Agreement. (a) The Issuer shall have the right to issue or deliver Classes of Secured Liquidity Notes from time to time on and after the Effective Date, unless (i) any condition precedent specified in Section 4.03 with respect to the issuance of Classes of Secured Liquidity Notes has not been satisfied or waived or (ii) the issuance of Classes of Secured Liquidity Notes is prohibited by the provisions of Section 4.02(c) hereof. If any of the events described in clauses (i) and (ii) of the immediately preceding sentence has occurred, then the Issuer shall not direct the Collateral Agent or the Depositary to issue or deliver Classes of Secured Liquidity Notes. (b) The Issuer agrees that each note constituting Secured Liquidity Notes shall (i) be in the form attached to the Depositary Agreement and be completed in accordance with this Security Agreement and the Depositary Agreement, (ii) be dated the date of issuance thereof, (iii) be made payable to the order of a named payee or bearer, (iv) be in a face amount (if issued on a discount basis) or a principal amount (if issued on an interest-bearing basis) of $250,000 or an integral multiple of $1,000 in excess thereof and (v) be exempt from or sold in a transaction exempt from the registration requirements of the Securities Act. Subject to the provisions of the Depositary Agreement, all Secured Liquidity Notes shall be delivered and issued against payment therefor in collected funds which are immediately available on the date of issuance, and otherwise in accordance with the terms of this Security Agreement and the Depositary Agreement. (c) (i) After their initial sale, any Class of Secured Liquidity Notes or Extended Notes, or any portion of any such Class, may be resold only (1) to the Issuer (upon redemption thereof or otherwise), (2) in a transaction meeting the requirements of Rule 144A to a person whom the transferor reasonably believes is a qualified institutional buyer (as defined in Rule 144A) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A, (3) pursuant to an exemption from the registration requirements of the Securities Act to an “accredited investor” within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 of Regulation D under the Securities Act (each, an “Institutional Accredited Investor” that is acquiring such Note for its own account, or for the account of such an Institutional Accredited Investor; or (4) in a transaction complying with or exempt from the registration requirements of the Securities Act (subject in the case of this clause (4) to receipt of an opinion of counsel, in form and substance acceptable to the Issuer, the Collateral Agent, the Depositary and each SLN Placement Agent, to the effect that such reoffer, resale, pledge or other transfer has been made in compliance with or pursuant to an exemption from registration under the Securities Act), in each case in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. The holder will, and each subsequent holder is required to, notify any purchaser from it of the resale restrictions set forth above. (ii) In furtherance of the foregoing, each purchaser of any Class of Secured Liquidity Notes, Extended Notes, or any portion of any such Class, sold to an Institutional Accredited Investor shall be deemed to have represented and agreed that: (A) It understands that the Notes purchased by it will be offered, and may be transferred, only in a transaction not involving any public offering within the meaning of the Securities Act, and that, if in the future it decides to resell, pledge or otherwise transfer any such Notes, such Notes may be resold, pledged or transferred only in accordance with the transfer restrictions set forth in this Security Agreement, the Depositary Agreement and such Notes; (B) the purchaser is (A) an “accredited investor” as that term is defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act or is a fiduciary or agent (other than a U.S. bank or savings and loan association) that is purchasing such Secured Liquidity Note or Extended Note either for its own account or for the account of one or more Institutional Accredited Investors, (B) has such knowledge and experience (or is a fiduciary or agent with sole investment discretion having such knowledge and experience) in financial and business matters that it (or such fiduciary or agent) is capable of evaluating the merits and risks of investing in such Secured Liquidity Note or Extended Note, (C) has had access to such information (including without limitation information with respect to the Mortgage Loans and the Swap Counterparties) as the purchaser deems necessary in order to make an informed investment decision, (D) is purchasing such Secured Liquidity Note or Extended Note for investment and not with a view to distribution; and (E) the purchaser understands that, although the Issuer and the SLN Placement Agents may repurchase Secured Liquidity Notes or Extended Notes, the Issuer and the SLN Placement Agents are not obligated to do so, and accordingly the purchaser (or any such other investor) should be prepared to hold such Notes until their Final Maturity; (C) Either (i) no part of the assets used by it to acquire such Notes constitutes assets of any Benefit Plan, or (ii) its acquisition and holding of such Notes will not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code (or, in the case of a governmental plan, non-U.S. plan, or church plan, will not violate any law substantially similar to the fiduciary responsibility provisions of ERISA or Section 4975 of the Code); (D) It acknowledges that the Collateral Agent, the Depositary, the Issuer, each SLN Placement Agent, and their Affiliates, and others will rely exclusively upon the truth and accuracy of the foregoing acknowledgements, representations and agreements and shall be under no duty or obligation to verify the accuracy of the same; and (E) If it is acquiring any such Notes for the account of one or more Institutional Accredited Investors, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgements, representations and agreements on behalf of each such account. (iii) In furtherance of the foregoing, each purchaser of any Class of Secured Liquidity Notes, Extended Notes, or any portion of any such Class, sold in the United States to a qualified institutional buyer within the meaning of, and in reliance on, Rule 144A, shall be deemed to have represented and agreed that: (A) It is a qualified institutional buyer as that term is defined in Rule 144A and is acquiring such Notes for its own institutional account or for the account of a qualified institutional buyer; (B) It understands that the Notes purchased by it will be offered, and may be transferred, only in a transaction not involving any public offering within the meaning of the Securities Act, and that, if in the future it decides to resell, pledge or otherwise transfer any such Notes, such Notes may be resold, pledged or transferred only in accordance with the transfer restrictions set forth in this Security Agreement, the Depositary Agreement and such Notes; (C) Either (i) no part of the assets used by it to acquire such Notes constitutes assets of any Benefit Plan, or (ii) its acquisition and holding of such Notes will not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code (or, in the case of a governmental plan, non-U.S. plan or church plan, will not violate any law substantially similar to the fiduciary responsibility provisions of ERISA or Section 4975 of the Code); (D) It acknowledges that the Collateral Agent, the Depositary, the Issuer, each SLN Placement Agent, and their Affiliates, and others will rely exclusively upon the truth and accuracy of the foregoing acknowledgements, representations and agreements and shall be under no duty or obligation to verify the accuracy of the same; and (E) If it is acquiring any such Notes for the account of one or more qualified institutional buyers, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgements, representations and agreements on behalf of each such account.

Issuance of Secured Liquidity Notes. The issuance and payment provisions of the Secured Liquidity Notes, to the extent not covered in this Security Agreement, will be as set forth in the Depositary Agreement. (a) The Issuer shall have the right to issue or deliver Classes of Secured Liquidity Notes from time to time on and after the Effective Date, unless (i) any condition precedent specified in Section 4.03 with respect to the issuance of Classes of Secured Liquidity Notes has not been satisfied or waived or (ii) the issuance of Classes of Secured Liquidity Notes is prohibited by the provisions of Section 4.02(c) hereof. If any of the events described in clauses (i) and (ii) of the immediately preceding sentence has occurred, then the Issuer shall not direct the Collateral Agent or the Depositary to issue or deliver Classes of Secured Liquidity Notes. (b) The Issuer agrees that each note constituting Secured Liquidity Notes shall (i) be in the form attached to the Depositary Agreement and be completed in accordance with this Security Agreement and the Depositary Agreement, (ii) be dated the date of issuance thereof, (iii) be made payable to the order of a named payee or bearer, (iv) be in a face amount (if issued on a discount basis) or a principal amount (if issued on an interest-bearing basis) of $250,000 or an integral multiple of $1,000 in excess thereof and (v) be exempt from or sold in a transaction exempt from the registration requirements of the Securities Act. Subject to the provisions of the Depositary Agreement, all Secured Liquidity Notes shall be delivered and issued against payment therefor in collected funds which are immediately available on the date of issuance, and otherwise in accordance with the terms of this Security Agreement and the Depositary Agreement. (c) (i) After their initial sale, any Class of the Secured Liquidity Notes or and Extended Notes, or any portion of any such Class, Notes may be resold only (1) to the Issuer (upon redemption thereof Issuer, to an SLN Placement Agent or otherwise)any other authorized placement agent that is registered as a broker/dealer under the Exchange Act, (2) in a transaction meeting the requirements of Rule 144A through an SLN Placement Agent to a person whom the transferor reasonably believes (a) an institutional accredited investor as that term is a qualified institutional buyer (as defined in Rule 144A) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A, (3) pursuant to an exemption from the registration requirements of the Securities Act to an “accredited investor” within the meaning of subparagraph (a)(1501(a)(1), (2), (3) or (7) of Rule 501 of Regulation D under the Securities Act (each, an “Institutional Accredited Investor” that is acquiring such Note for its own account, or for the account of such an Institutional Accredited Investor; or (4b) a qualified institutional buyer (as defined in Rule 144A) in a transaction complying with or exempt from meeting the registration requirements of the Securities Act Rule 144A, or (subject in the case of this clause (43) to receipt a qualified institutional buyer in a transaction meeting the requirements of an opinion of counsel, in form and substance acceptable to the Issuer, the Collateral Agent, the Depositary and each SLN Placement Agent, to the effect that such reoffer, resale, pledge or other transfer has been made in compliance with or pursuant to an exemption from registration under the Securities Act), in each case in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. The holder will, and each subsequent holder is required to, notify any purchaser from it of the resale restrictions set forth above. (ii) Rule 144A. In furtherance of the foregoing, each purchaser of any Class of a Secured Liquidity Notes, Extended Notes, or any portion of any such Class, sold to an Institutional Accredited Investor shall Note will be deemed to have represented and agreed that: as follows: (A1) It the purchaser understands that the Secured Liquidity Notes purchased by it will be offered, and may be transferred, are being issued only in a transaction transactions not involving any public offering within the meaning of the Securities Act, and that, if in the future it decides to resell, pledge or otherwise transfer any such Notes, such Notes may be resold, pledged or transferred only in accordance with the transfer restrictions set forth in this Security Agreement, the Depositary Agreement and such Notes; ; (B2) the purchaser is either (Aa) an institutional investor who (i) is an “accredited investor” as that term is defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act (or is a fiduciary or agent (other than a U.S. bank or savings and loan association) that is purchasing such the Secured Liquidity Note or Extended Note Notes either for its own account or for the account of one or more Institutional Accredited Investorsinstitutional accredited investors), (Bii) has such knowledge and experience (or is a fiduciary or agent with sole investment discretion having such knowledge and experience) in financial and business matters that it (or such fiduciary or agent) is capable of evaluating the merits and risks of investing in such Secured Liquidity Note or Extended Note, (Ciii) has had access to such information (including without limitation information with respect to the Mortgage Loans and the Swap Counterparties) as the purchaser deems necessary in order to make an informed investment decision, and (Div) is purchasing such the Secured Liquidity Note or Extended Note Notes for investment and not with a view to distribution; or (b) in the case of sales of Secured Liquidity Notes pursuant to Rule 144A under the Securities Act, a qualified institutional buyer as defined in Rule 144A (or a qualified institutional buyer purchasing the Secured Liquidity Notes on behalf of one or more other qualified institutional buyers); (3) if in the future the purchaser (or any such other investor or any other fiduciary or agent representing such investor) decides to sell such Secured Liquidity Notes prior to maturity, such Notes will be sold only in a transaction exempt from registration under the Securities Act and only to (Ei) the Issuer or an SLN Placement Agent or through an SLN Placement Agent to an investor reasonably believed by an SLN Placement Agent to be an institutional accredited investor or a qualified institutional buyer or (ii) a qualified institutional buyer in a transaction made pursuant to Rule 144A under the Securities Act; (4) the purchaser understands that, although the Issuer and the SLN Placement Agents may repurchase the Secured Liquidity Notes or Extended Notes, Notes the Issuer and the SLN Placement Agents are not obligated to do so, and accordingly the purchaser (or any such other investor) should be prepared to hold such Secured Liquidity Notes or Extended Notes until their Final Maturity; ; (C5) Either if the purchaser is a qualified institutional buyer, the purchaser acknowledges that the Secured Liquidity Notes sold to the purchaser by an SLN Placement Agent may be sold to it pursuant to Rule 144A; and (6) either (i) no part the purchaser is not, and is not acquiring the Secured Liquidity Note for, on behalf of or using the assets used by it to acquire such Notes constitutes assets of any Benefit Plan, or (ii) its acquisition and holding of such Notes will not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code (or, in the case of a governmental plan, non-U.S. plan, Benefit Plan or church plan, will not violate any other employee benefit plan or retirement arrangement that is subject to a law substantially that is similar to the fiduciary responsibility provisions Section 406 of ERISA or Section 4975 of the Code);, or (ii) assuming that the Secured Liquidity Notes are treated as indebtedness without substantial equity features for purposes of the “plan asset” regulations under ERISA, the purchaser’s purchase, holding and disposition of the Secured Liquidity Notes will not constitute a non-exempt “prohibited transaction” under Section 406 of ERISA, Section 4975 of the Code or any similar or applicable law by reason of the application of one or more statutory or administrative exemptions from such prohibited transaction rules or otherwise. (Dd) It acknowledges In the event that (i) an injunction suspending the issuance of Secured Liquidity Notes shall have been issued or proceedings therefor shall have been initiated by the Securities and Exchange Commission, (ii) the Issuer or any other Person shall have been found in a judicial or administrative proceeding to have violated the Securities Act in connection with the issuance of the Secured Liquidity Notes, or (iii) the Issuer or the SLN Placement Agents shall have filed a registration statement with the Securities and Exchange Commission seeking to register the Secured Liquidity Notes under the Securities Act, then, in any such event, the Issuer shall not thereafter issue or sell any Secured Liquidity Notes. The Issuer shall give the Collateral Agent, the Depositary, the Issuer, each SLN Placement Agent, and their Affiliates, and others will rely exclusively upon the truth and accuracy of the foregoing acknowledgements, representations and agreements and shall be under no duty or obligation to verify the accuracy of the same; and (E) If it is acquiring any such Notes for the account of one or more Institutional Accredited Investors, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgements, representations and agreements on behalf of each such account. (iii) In furtherance of the foregoing, each purchaser of any Class of Secured Liquidity Notes, Extended Notes, or any portion of any such Class, sold in the United States to a qualified institutional buyer within the meaning of, and in reliance on, Rule 144A, shall be deemed to have represented and agreed that: (A) It is a qualified institutional buyer as that term is defined in Rule 144A and is acquiring such Notes for its own institutional account or for the account of a qualified institutional buyer; (B) It understands that the Notes purchased by it will be offered, and may be transferred, only in a transaction not involving any public offering within the meaning of the Securities Act, and that, if in the future it decides to resell, pledge or otherwise transfer any such Notes, such Notes may be resold, pledged or transferred only in accordance with the transfer restrictions set forth in this Security Agreement, the Depositary Agreement and such Notes; (C) Either (i) no part of the assets used by it to acquire such Notes constitutes assets of any Benefit Plan, or (ii) its acquisition and holding of such Notes will not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code (or, in the case of a governmental plan, non-U.S. plan or church plan, will not violate any law substantially similar to the fiduciary responsibility provisions of ERISA or Section 4975 of the Code); (D) It acknowledges that the Collateral AgentAgents, the Depositary, each Swap Counterparty and the Issuer, each SLN Placement Agent, and their Affiliates, and others will rely exclusively upon the truth and accuracy Rating Agencies notice of any of the foregoing acknowledgements, representations and agreements and shall be under no duty or obligation to verify the accuracy of the same; and (E) If it is acquiring any such Notes for the account of one or more qualified institutional buyers, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgements, representations and agreements on behalf of each such accountevents described in this Section 4.02(d).

Issuance of Secured Liquidity Notes. The issuance and payment provisions of the Secured Liquidity Notes, to the extent not covered in this Security Agreement, will be as set forth in the Depositary Agreement. (a) The Issuer Company shall have the right to issue or deliver Classes of Secured Liquidity Notes from time to time on and after the Effective Date, unless (i) any condition precedent specified in Section 4.03 with respect to the issuance of Classes of Secured Liquidity Notes has not been satisfied or waived or (ii) the issuance of Classes of Secured Liquidity Notes is prohibited by the provisions of Section 4.02(c) hereof. If any of the events described in clauses (i) and (ii) of the immediately preceding sentence has occurred, then the Issuer Company shall not direct the Collateral Agent or the Depositary to issue or deliver Classes of Secured Liquidity Notes. (b) The Issuer Company agrees that each note constituting Secured Liquidity Notes shall (i) be in the form attached to the Depositary Agreement and be completed in accordance with this Security Agreement and the Depositary Agreement, (ii) be dated the date of issuance thereof, (iii) be made payable to the order of a named payee or bearer, (iv) be in a face amount (if issued on a discount basis) or a principal amount (if issued on an interest-bearing basis) of $250,000 or an integral multiple of $1,000 in excess thereof and (v) be exempt from or sold in a transaction exempt from the registration requirements of the Securities Act. Subject to the provisions of the Depositary Agreement, all Secured Liquidity Notes shall be delivered and issued against payment therefor in collected funds which are immediately available on the date of issuance, and otherwise in accordance with the terms of this Security Agreement and the Depositary Agreement. (c) In the event that (i) After their initial sale, any Class an injunction suspending the issuance of Secured Liquidity Notes shall have been issued or Extended proceedings therefor shall have been initiated by the Securities and Exchange Commission, (ii) the Company or any other Person shall have been found in a judicial or administrative proceeding to have violated the Securities Act in connection with the issuance of the Secured Liquidity Notes, or any portion of any such Class, may be resold only (1iii) to the Issuer (upon redemption thereof Company or otherwise), (2) in the SLN Placement Agents shall have filed a transaction meeting the requirements of Rule 144A to a person whom the transferor reasonably believes is a qualified institutional buyer (as defined in Rule 144A) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A, (3) pursuant to an exemption from the registration requirements of statement with the Securities Act and Exchange Commission seeking to an “accredited investor” within register the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 of Regulation D Secured Liquidity Notes under the Securities Act (eachAct, an “Institutional Accredited Investor” that is acquiring such Note for its own account, or for the account of such an Institutional Accredited Investor; or (4) in a transaction complying with or exempt from the registration requirements of the Securities Act (subject in the case of this clause (4) to receipt of an opinion of counselthen, in form and substance acceptable to any such event, the Issuer, Company shall not thereafter issue or sell any Secured Liquidity Notes. The Company shall give the Collateral Agent, the Depositary and each SLN Placement Agent, to the effect that such reoffer, resale, pledge or other transfer has been made in compliance with or pursuant to an exemption from registration under the Securities Act), in each case in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. The holder will, and each subsequent holder is required to, notify any purchaser from it of the resale restrictions set forth above. (ii) In furtherance of the foregoing, each purchaser of any Class of Secured Liquidity Notes, Extended Notes, or any portion of any such Class, sold to an Institutional Accredited Investor shall be deemed to have represented and agreed that: (A) It understands that the Notes purchased by it will be offered, and may be transferred, only in a transaction not involving any public offering within the meaning of the Securities Act, and that, if in the future it decides to resell, pledge or otherwise transfer any such Notes, such Notes may be resold, pledged or transferred only in accordance with the transfer restrictions set forth in this Security Agreement, the Depositary Agreement and such Notes; (B) the purchaser is (A) an “accredited investor” as that term is defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act or is a fiduciary or agent (other than a U.S. bank or savings and loan association) that is purchasing such Secured Liquidity Note or Extended Note either for its own account or for the account of one or more Institutional Accredited Investors, (B) has such knowledge and experience (or is a fiduciary or agent with sole investment discretion having such knowledge and experience) in financial and business matters that it (or such fiduciary or agent) is capable of evaluating the merits and risks of investing in such Secured Liquidity Note or Extended Note, (C) has had access to such information (including without limitation information with respect to the Mortgage Loans and the Swap Counterparties) as the purchaser deems necessary in order to make an informed investment decision, (D) is purchasing such Secured Liquidity Note or Extended Note for investment and not with a view to distribution; and (E) the purchaser understands that, although the Issuer and the SLN Placement Agents may repurchase Secured Liquidity Notes or Extended Notes, the Issuer and the SLN Placement Agents are not obligated to do so, and accordingly the purchaser (or any such other investor) should be prepared to hold such Notes until their Final Maturity; (C) Either (i) no part of the assets used by it to acquire such Notes constitutes assets of any Benefit Plan, or (ii) its acquisition and holding of such Notes will not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code (or, in the case of a governmental plan, non-U.S. plan, or church plan, will not violate any law substantially similar to the fiduciary responsibility provisions of ERISA or Section 4975 of the Code); (D) It acknowledges that the Collateral AgentAgents, the Depositary, the Issuer, each SLN Placement Agent, Swap Counterparty and their Affiliates, and others will rely exclusively upon the truth and accuracy Rating Agencies notice of any of the foregoing acknowledgements, representations and agreements and shall be under no duty or obligation to verify the accuracy of the same; and (E) If it is acquiring any such Notes for the account of one or more Institutional Accredited Investors, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgements, representations and agreements on behalf of each such account. (iii) In furtherance of the foregoing, each purchaser of any Class of Secured Liquidity Notes, Extended Notes, or any portion of any such Class, sold in the United States to a qualified institutional buyer within the meaning of, and in reliance on, Rule 144A, shall be deemed to have represented and agreed that: (A) It is a qualified institutional buyer as that term is defined in Rule 144A and is acquiring such Notes for its own institutional account or for the account of a qualified institutional buyer; (B) It understands that the Notes purchased by it will be offered, and may be transferred, only in a transaction not involving any public offering within the meaning of the Securities Act, and that, if in the future it decides to resell, pledge or otherwise transfer any such Notes, such Notes may be resold, pledged or transferred only in accordance with the transfer restrictions set forth events described in this Security Agreement, the Depositary Agreement and such Notes; (C) Either (i) no part of the assets used by it to acquire such Notes constitutes assets of any Benefit Plan, or (ii) its acquisition and holding of such Notes will not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code (or, in the case of a governmental plan, non-U.S. plan or church plan, will not violate any law substantially similar to the fiduciary responsibility provisions of ERISA or Section 4975 of the Code4.02(c); (D) It acknowledges that the Collateral Agent, the Depositary, the Issuer, each SLN Placement Agent, and their Affiliates, and others will rely exclusively upon the truth and accuracy of the foregoing acknowledgements, representations and agreements and shall be under no duty or obligation to verify the accuracy of the same; and (E) If it is acquiring any such Notes for the account of one or more qualified institutional buyers, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgements, representations and agreements on behalf of each such account.

Issuance of Secured Liquidity Notes. The issuance and payment provisions of the Secured Liquidity Notes, to the extent not covered in this Security Agreement, will be as set forth in the Depositary Agreement. (a) The Issuer shall have the right to issue or deliver Classes of Secured Liquidity Notes from time to time on and after the Effective Date, unless (i) any condition precedent specified in Section 4.03 with respect to the issuance of Classes of Secured Liquidity Notes has not been satisfied or waived or (ii) the issuance of Classes of Secured Liquidity Notes is prohibited by the provisions of Section 4.02(c4.02(d) hereof. If any of the events described in clauses (i) and (ii) of the immediately preceding sentence has occurred, then the Issuer shall not direct the Collateral Agent or the Depositary to issue or deliver Classes of Secured Liquidity Notes. (b) The Issuer agrees that each note constituting Secured Liquidity Notes shall (i) be in the form attached to the Depositary Agreement and be completed in accordance with this Security Agreement and the Depositary Agreement, (ii) be dated the date of issuance thereof, (iii) be made payable to the order of a named payee or bearer, (iv) be in a face amount (if issued on a discount basis) or a principal amount (if issued on an interest-interest bearing basis) of $250,000 200,000 or an integral multiple of $1,000 in excess thereof and (v) be exempt from or sold in a transaction exempt from the registration requirements of the Securities Act. Subject to the provisions of the Depositary Agreement, all Secured Liquidity Notes shall be delivered and issued against payment therefor in collected funds which are immediately available on the date of issuance, and otherwise in accordance with the terms of this Security Agreement and the Depositary Agreement. The Secured Liquidity Notes and Extended Notes may be resold only in accordance with the Depositary Agreement. (c) In the event that (i) After their initial sale, any Class an injunction suspending the issuance of Secured Liquidity Notes shall have been issued or Extended proceedings therefor shall have been initiated by the Securities and Exchange Commission, (ii) the Issuer or any other Person shall have been found in a judicial or administrative proceeding to have violated the Securities Act in connection with the issuance of the Secured Liquidity Notes, or any portion of any such Class, may be resold only (1iii) to the Issuer (upon redemption thereof or otherwise), (2) in shall have filed a transaction meeting the requirements of Rule 144A to a person whom the transferor reasonably believes is a qualified institutional buyer (as defined in Rule 144A) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A, (3) pursuant to an exemption from the registration requirements of statement with the Securities Act and Exchange Commission seeking to an “accredited investor” within register the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 of Regulation D under the Securities Act (each, an “Institutional Accredited Investor” that is acquiring such Note for its own account, or for the account of such an Institutional Accredited Investor; or (4) in a transaction complying with or exempt from the registration requirements of the Securities Act (subject in the case of this clause (4) to receipt of an opinion of counsel, in form and substance acceptable to the Issuer, the Collateral Agent, the Depositary and each SLN Placement Agent, to the effect that such reoffer, resale, pledge or other transfer has been made in compliance with or pursuant to an exemption from registration Secured Liquidity Notes under the Securities Act), then, in each case in accordance with any applicable securities laws of such event, the Issuer shall not thereafter issue or sell any state of the United States or any other jurisdiction. The holder will, and each subsequent holder is required to, notify any purchaser from it of the resale restrictions set forth above. (ii) In furtherance of the foregoing, each purchaser of any Class of Secured Liquidity Notes, Extended Notes, or any portion of any such Class, sold to an Institutional Accredited Investor . The Issuer shall be deemed to have represented and agreed that: (A) It understands that the Notes purchased by it will be offered, and may be transferred, only in a transaction not involving any public offering within the meaning of the Securities Act, and that, if in the future it decides to resell, pledge or otherwise transfer any such Notes, such Notes may be resold, pledged or transferred only in accordance with the transfer restrictions set forth in this Security Agreement, the Depositary Agreement and such Notes; (B) the purchaser is (A) an “accredited investor” as that term is defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act or is a fiduciary or agent (other than a U.S. bank or savings and loan association) that is purchasing such Secured Liquidity Note or Extended Note either for its own account or for the account of one or more Institutional Accredited Investors, (B) has such knowledge and experience (or is a fiduciary or agent with sole investment discretion having such knowledge and experience) in financial and business matters that it (or such fiduciary or agent) is capable of evaluating the merits and risks of investing in such Secured Liquidity Note or Extended Note, (C) has had access to such information (including without limitation information with respect to the Mortgage Loans and the Swap Counterparties) as the purchaser deems necessary in order to make an informed investment decision, (D) is purchasing such Secured Liquidity Note or Extended Note for investment and not with a view to distribution; and (E) the purchaser understands that, although the Issuer and the SLN Placement Agents may repurchase Secured Liquidity Notes or Extended Notes, the Issuer and the SLN Placement Agents are not obligated to do so, and accordingly the purchaser (or any such other investor) should be prepared to hold such Notes until their Final Maturity; (C) Either (i) no part of the assets used by it to acquire such Notes constitutes assets of any Benefit Plan, or (ii) its acquisition and holding of such Notes will not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code (or, in the case of a governmental plan, non-U.S. plan, or church plan, will not violate any law substantially similar to the fiduciary responsibility provisions of ERISA or Section 4975 of the Code); (D) It acknowledges that give the Collateral Agent, the Depositary, the Issuer, each SLN Placement Agent, Secured Liquidity Note Dealers and their Affiliates, and others will rely exclusively upon the truth and accuracy Rating Agencies written notice of any of the foregoing acknowledgements, representations and agreements and shall be under no duty or obligation to verify the accuracy of the same; and (E) If it is acquiring any such Notes for the account of one or more Institutional Accredited Investors, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgements, representations and agreements on behalf of each such account. (iii) In furtherance of the foregoing, each purchaser of any Class of Secured Liquidity Notes, Extended Notes, or any portion of any such Class, sold in the United States to a qualified institutional buyer within the meaning of, and in reliance on, Rule 144A, shall be deemed to have represented and agreed that: (A) It is a qualified institutional buyer as that term is defined in Rule 144A and is acquiring such Notes for its own institutional account or for the account of a qualified institutional buyer; (B) It understands that the Notes purchased by it will be offered, and may be transferred, only in a transaction not involving any public offering within the meaning of the Securities Act, and that, if in the future it decides to resell, pledge or otherwise transfer any such Notes, such Notes may be resold, pledged or transferred only in accordance with the transfer restrictions set forth events described in this Security Agreement, the Depositary Agreement and such Notes; (C) Either (i) no part of the assets used by it to acquire such Notes constitutes assets of any Benefit Plan, or (ii) its acquisition and holding of such Notes will not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code (or, in the case of a governmental plan, non-U.S. plan or church plan, will not violate any law substantially similar to the fiduciary responsibility provisions of ERISA or Section 4975 of the Code4.02(c); (D) It acknowledges that the Collateral Agent, the Depositary, the Issuer, each SLN Placement Agent, and their Affiliates, and others will rely exclusively upon the truth and accuracy of the foregoing acknowledgements, representations and agreements and shall be under no duty or obligation to verify the accuracy of the same; and (E) If it is acquiring any such Notes for the account of one or more qualified institutional buyers, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgements, representations and agreements on behalf of each such account.

Issuance of Secured Liquidity Notes. The issuance and payment provisions of the Secured Liquidity Notes, to the extent not covered in this Security Agreement, will be as set forth in the Depositary Agreement. (a) The Issuer shall have the right to issue or deliver Classes of Secured Liquidity Notes from time to time on and after the Effective Date, unless (i) any condition precedent specified in Section 4.03 with respect to the issuance of Classes of Secured Liquidity Notes has not been satisfied or waived or (ii) the issuance of Classes of Secured Liquidity Notes is prohibited by the provisions of Section 4.02(c4.02(d) hereof. If any of the he events described in clauses (i) and (ii) of the immediately preceding sentence has occurred, then the Issuer shall not direct the Collateral Agent or the Depositary to issue or deliver Classes of Secured Liquidity Notes. (b) The Issuer agrees that each note constituting Secured Liquidity Notes shall (i) be in the form attached to the Depositary Agreement and be completed in accordance with this Security Agreement and the Depositary Agreement, (ii) be dated the date of issuance thereof, (iii) be made payable to the order of a named payee or bearer, (iv) be in a face amount (if issued on a discount basis) or a principal amount (if issued on an interest-bearing basis) of $250,000 200,000 or an integral multiple of $1,000 in excess thereof and (v) be exempt from or sold in a transaction exempt from the registration requirements of the Securities Act. Subject to the provisions of the Depositary Agreement, all Secured Liquidity Notes shall be delivered and issued against payment therefor in collected funds which are immediately available on the date of issuance, and otherwise in accordance with the terms of this Security Agreement and the Depositary Agreement. The Secured Liquidity Notes and Extended Notes may be resold only in accordance with the Depositary Agreement. (c) In the event that (i) After their initial sale, any Class an injunction suspending the issuance of Secured Liquidity Notes shall have been issued or Extended proceedings therefor shall have been initiated by the Securities and Exchange Commission, (ii) the Issuer or any other Person shall have been found in a judicial or administrative proceeding to have violated the Securities Act in connection with the issuance of the Secured Liquidity Notes, or any portion of any such Class, may be resold only (1iii) to the Issuer (upon redemption thereof or otherwise), (2) in shall have filed a transaction meeting the requirements of Rule 144A to a person whom the transferor reasonably believes is a qualified institutional buyer (as defined in Rule 144A) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A, (3) pursuant to an exemption from the registration requirements of statement with the Securities Act and Exchange Commission seeking to an “accredited investor” within register the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 of Regulation D under the Securities Act (each, an “Institutional Accredited Investor” that is acquiring such Note for its own account, or for the account of such an Institutional Accredited Investor; or (4) in a transaction complying with or exempt from the registration requirements of the Securities Act (subject in the case of this clause (4) to receipt of an opinion of counsel, in form and substance acceptable to the Issuer, the Collateral Agent, the Depositary and each SLN Placement Agent, to the effect that such reoffer, resale, pledge or other transfer has been made in compliance with or pursuant to an exemption from registration Secured Liquidity Notes under the Securities Act), then, in each case in accordance with any applicable securities laws of such event, the Issuer shall not thereafter issue or sell any state of the United States or any other jurisdiction. The holder will, and each subsequent holder is required to, notify any purchaser from it of the resale restrictions set forth above. (ii) In furtherance of the foregoing, each purchaser of any Class of Secured Liquidity Notes, Extended Notes, or any portion of any such Class, sold to an Institutional Accredited Investor . The Issuer shall be deemed to have represented and agreed that: (A) It understands that the Notes purchased by it will be offered, and may be transferred, only in a transaction not involving any public offering within the meaning of the Securities Act, and that, if in the future it decides to resell, pledge or otherwise transfer any such Notes, such Notes may be resold, pledged or transferred only in accordance with the transfer restrictions set forth in this Security Agreement, the Depositary Agreement and such Notes; (B) the purchaser is (A) an “accredited investor” as that term is defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act or is a fiduciary or agent (other than a U.S. bank or savings and loan association) that is purchasing such Secured Liquidity Note or Extended Note either for its own account or for the account of one or more Institutional Accredited Investors, (B) has such knowledge and experience (or is a fiduciary or agent with sole investment discretion having such knowledge and experience) in financial and business matters that it (or such fiduciary or agent) is capable of evaluating the merits and risks of investing in such Secured Liquidity Note or Extended Note, (C) has had access to such information (including without limitation information with respect to the Mortgage Loans and the Swap Counterparties) as the purchaser deems necessary in order to make an informed investment decision, (D) is purchasing such Secured Liquidity Note or Extended Note for investment and not with a view to distribution; and (E) the purchaser understands that, although the Issuer and the SLN Placement Agents may repurchase Secured Liquidity Notes or Extended Notes, the Issuer and the SLN Placement Agents are not obligated to do so, and accordingly the purchaser (or any such other investor) should be prepared to hold such Notes until their Final Maturity; (C) Either (i) no part of the assets used by it to acquire such Notes constitutes assets of any Benefit Plan, or (ii) its acquisition and holding of such Notes will not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code (or, in the case of a governmental plan, non-U.S. plan, or church plan, will not violate any law substantially similar to the fiduciary responsibility provisions of ERISA or Section 4975 of the Code); (D) It acknowledges that give the Collateral Agent, the Depositary, the Issuer, each SLN Placement Agent, Secured Liquidity Note Dealers and their Affiliates, and others will rely exclusively upon the truth and accuracy Rating Agencies written notice of any of the foregoing acknowledgements, representations and agreements and shall be under no duty or obligation to verify the accuracy of the same; and (E) If it is acquiring any such Notes for the account of one or more Institutional Accredited Investors, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgements, representations and agreements on behalf of each such account. (iii) In furtherance of the foregoing, each purchaser of any Class of Secured Liquidity Notes, Extended Notes, or any portion of any such Class, sold in the United States to a qualified institutional buyer within the meaning of, and in reliance on, Rule 144A, shall be deemed to have represented and agreed that: (A) It is a qualified institutional buyer as that term is defined in Rule 144A and is acquiring such Notes for its own institutional account or for the account of a qualified institutional buyer; (B) It understands that the Notes purchased by it will be offered, and may be transferred, only in a transaction not involving any public offering within the meaning of the Securities Act, and that, if in the future it decides to resell, pledge or otherwise transfer any such Notes, such Notes may be resold, pledged or transferred only in accordance with the transfer restrictions set forth events described in this Security Agreement, the Depositary Agreement and such Notes; (C) Either (i) no part of the assets used by it to acquire such Notes constitutes assets of any Benefit Plan, or (ii) its acquisition and holding of such Notes will not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code (or, in the case of a governmental plan, non-U.S. plan or church plan, will not violate any law substantially similar to the fiduciary responsibility provisions of ERISA or Section 4975 of the Code4.02(c); (D) It acknowledges that the Collateral Agent, the Depositary, the Issuer, each SLN Placement Agent, and their Affiliates, and others will rely exclusively upon the truth and accuracy of the foregoing acknowledgements, representations and agreements and shall be under no duty or obligation to verify the accuracy of the same; and (E) If it is acquiring any such Notes for the account of one or more qualified institutional buyers, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgements, representations and agreements on behalf of each such account.