Common use of Representation and Warranties of the Issuer Clause in Contracts

Representation and Warranties of the Issuer. (a) The Issuer represents and warrants that the Issuer is duly authorized under applicable law and the Trust Agreement to create and issue the Notes, to execute and deliver this Indenture, the other documents referred to herein to which it is a party and all instruments included in the Collateral which it has executed and delivered, and that all Trust action and governmental consents, authorizations and approvals necessary or required therefor have been duly and effectively taken or obtained. The Notes, when issued, will be, and this Indenture and such other documents are, valid and legally binding obligations of the Issuer enforceable in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or in law. (b) The Issuer represents and warrants that, immediately prior to its Grant of the Collateral provided for herein, it had good title to, and was the sole owner of, the Mortgage Loans, free and clear of any pledge, lien, encumbrance or security interest. (c) The Issuer represents and warrants that the Indenture Trustee has a valid and enforceable first priority security interest in the Collateral, subject only to exceptions permitted hereby. (d) The Issuer represents and warrants it is not required to be registered as an “investment company” under the 1940 Act. (e) This Agreement shall constitute a security agreement under applicable law and shall be deemed to create valid and continuing security interests (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Issuer; (f) Other than the security interest granted to the Indenture Trustee pursuant to this Agreement, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, has not authorized the filing of and is not aware of any financing statements against the Collateral that includes a description of collateral covering the Collateral other than any financing statements relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; (g) The Issuer owns and has good and marketable title to the Collateral free and clear of any Lien, claim or encumbrance of any Person; (h) The Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the appropriate filing offices under applicable law in order to perfect the security interest in the Collateral granted to the Indenture Trustee hereunder. All financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee (or any subsequent assignee, without limitation) in connection herewith describing the Collateral contain a statement to the following effect, “A purchase of, or security interest in, any collateral described in this financing statement will violate the rights of the secured party;” and (i) The Mortgage Loans constitute instruments within the meaning of the applicable UCC. (j) The Issuer shall, to the extent consistent with this Agreement, take such additional reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans and the other assets of the Collateral, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the life of this Agreement.

Representation and Warranties of the Issuer. (a) The Issuer represents and warrants that the Issuer is duly authorized under applicable law and the Trust Agreement to create and issue the Notes, to execute and deliver this Indenture, the Swap Agreement, the other documents referred to herein to which it is a party and all instruments included in the Collateral which it has executed and delivered, and that all Trust action and governmental consents, authorizations and approvals necessary or required therefor have been duly and effectively taken or obtained. The Notes, when issued, will be, and this Indenture and such other documents are, valid and legally binding obligations of the Issuer enforceable in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or in law. (b) The Issuer represents and warrants that, immediately prior to its Grant of the Collateral provided for herein, it had good title to, and was the sole owner of, the Mortgage Loans, free and clear of any pledge, lien, encumbrance or security interest. (c) The Issuer represents and warrants that the Indenture Trustee has a valid and enforceable first priority security interest in the CollateralMortgage Loans, subject only to exceptions permitted hereby. (d) The Issuer represents and warrants it is not required to be registered as an “investment company” under the 1940 Act. (e) This Agreement shall constitute a security agreement under applicable law and shall be deemed to create a valid and continuing security interests interest (as defined in the applicable UCC) in the Collateral Mortgage Loans in favor of the Indenture Trustee, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Issuer; (f) Other than the security interest granted to the Indenture Trustee pursuant to this Agreement, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Mortgage Loans. The Issuer has not authorized the filing of and is not aware of any financing statements against the Collateral Mortgage Loans that includes a description of collateral covering the Collateral Mortgage Loans other than any financing statements statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; (g) The Issuer owns and has good and marketable title to the Collateral Mortgage Loans free and clear of any Lien, claim or encumbrance of any Person; (h) The Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate filing offices jurisdiction under applicable law in order to perfect the security interest in the Collateral Mortgage Loans granted to the Indenture Trustee hereunder. The Issuer has in its possession all original copies of the mortgage notes that constitute or evidence the Mortgage Loans. The mortgage notes that constitute or evidence the Mortgage Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. All financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee (or any subsequent assignee, without limitation) in connection herewith describing the Collateral Mortgage Loans contain a statement to the following effect, : “A purchase of, of or security interest in, any collateral described in this financing statement will violate the rights of the secured partyIndenture Trustee;” and (i) The Mortgage Loans constitute instruments within the meaning of the applicable UCC. (j) The Issuer shall, to the extent consistent with this Agreement, take such additional reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans and the other assets of the Collateral, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the life of this Agreement. The foregoing representations and warranties may not be waived and shall survive the issuance of the Notes.

Representation and Warranties of the Issuer. (a) The Issuer represents and warrants that the Issuer is duly authorized under applicable law and the Trust Agreement to create and issue the Notes, to execute and deliver this Indenture, the other documents referred to herein to which it is a party and all instruments included in the Collateral which it has executed and delivered, and that all Trust corporate action and governmental consents, authorizations and approvals necessary or required therefor have been duly and effectively taken or obtained. The Notes, when issued, will be, and this Indenture and such other documents are, valid and legally binding obligations of the Issuer enforceable in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or in law. (b) The Issuer represents and warrants that, immediately prior to its Grant of the Collateral provided for herein, it had good title to, and was the sole owner of, the Mortgage Loans, free and clear of any pledge, lien, encumbrance or security interest. (c) The Issuer represents and warrants that the Indenture Trustee has a valid and enforceable first priority security interest in the Collateral, subject only to exceptions permitted herebyhereby In addition, all representations and warranties made to the Issuer by each of the Sponsor and the Seller, pursuant to the Trust Agreement, are deemed to be made to, and for the benefit of, the Indenture Trustee. (d) The Issuer represents and warrants it is not required to be registered as an “"investment company” " under the 1940 Act. (e) This Agreement shall constitute a security agreement under applicable law and shall be deemed to create valid and continuing security interests (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Issuer; (f) Other than the security interest granted to the Indenture Trustee pursuant to this Agreement, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, has not authorized the filing of and is not aware of any financing statements against the Collateral that includes a description of collateral covering the Collateral other than any financing statements relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; (g) The Issuer owns and has good and marketable title to the Collateral free and clear of any Lien, claim or encumbrance of any Person; (h) The Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the appropriate filing offices under applicable law in order to perfect the security interest in the Collateral granted to the Indenture Trustee hereunder. All financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee (or any subsequent assignee, without limitation) in connection herewith describing the Collateral contain a statement to the following effect, “"A purchase of, or security interest in, any collateral described in this financing statement will violate the rights of the secured party;” ; and (i) The Mortgage Loans constitute instruments within the meaning of the applicable UCC. (j) The Issuer shall, to the extent consistent with this Agreement, take such additional reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans and the other assets of the Collateral, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the life of this Agreement.

Representation and Warranties of the Issuer. (a) The Issuer represents and warrants to the Indenture Trustee, the Swap Provider, the Seller, the Sponsor and the Servicer that the Issuer is duly authorized under applicable law and the Trust Agreement to create and issue the Notes, to execute and deliver this Indenture, the Swap Agreement, the Sale and Servicing Agreement, the other documents referred to herein to which it is a party and all instruments included in the Collateral which it has executed and delivered, and that all Trust action and governmental consents, authorizations and approvals necessary or required therefor have been duly and effectively taken or obtained. The Notes, when issued, will be, and this Indenture and such other documents are, valid and legally binding obligations of the Issuer enforceable in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or in law. (b) The Issuer represents and warrants that, immediately prior to its Grant of the Collateral provided for herein, it had good title to, and was the sole owner of, the Mortgage Loans, free and clear of any pledge, lien, encumbrance or security interest. (c) The Issuer represents and warrants that the Indenture Trustee has a valid and enforceable first priority security interest in the CollateralMortgage Loans, subject only to exceptions permitted hereby. (d) The Issuer represents and warrants it is not required to be registered as an “investment company” under the 1940 Act. (e) This Agreement Indenture shall constitute a security agreement under applicable law and shall be deemed to create a valid and continuing security interests interest (as defined in the applicable UCC) in the Collateral Mortgage Loans in favor of the Indenture Trustee, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Issuer;. (f) Other than the security interest granted to the Indenture Trustee pursuant to this AgreementIndenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Mortgage Loans. The Issuer has not authorized the filing of and is not aware of any financing statements against the Collateral Mortgage Loans that includes a description of collateral covering the Collateral Mortgage Loans other than any financing statements statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer;. (g) The Issuer owns and has good and marketable title to the Collateral Mortgage Loans free and clear of any Lien, claim or encumbrance of any Person;. (h) The Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate filing offices jurisdiction under applicable law in order to perfect the security interest in the Collateral Mortgage Loans granted to the Indenture Trustee hereunder. The Issuer has in its possession all original copies of the mortgage notes that constitute or evidence the Mortgage Loans. The mortgage notes that constitute or evidence the Mortgage Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. All financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee (or any subsequent assignee, without limitation) in connection herewith describing the Collateral Mortgage Loans contain a statement to the following effect, : “A purchase of, of or security interest in, any collateral described in this financing statement will violate the rights of the secured party;” andIndenture Trustee.” (i) The Mortgage Loans constitute instruments within the meaning of the applicable UCC. (j) The Issuer shall, to the extent consistent with this AgreementIndenture, take such additional reasonable actions as may be necessary to ensure that, if this Agreement Indenture were deemed to create a security interest in the Mortgage Loans and the other assets of the Collateral, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the life of this AgreementIndenture. The foregoing representations and warranties may not be waived and shall survive the issuance of the Notes.

Representation and Warranties of the Issuer. (a) The Issuer represents and warrants to the Indenture Trustee, the Swap Provider, the Depositor, the Sponsor and the Servicer that the Issuer is duly authorized under applicable law and the Trust Agreement to create and issue the Notes, to execute and deliver this Indenture, the Swap Agreement, the Sale and Servicing Agreement, the other documents referred to herein to which it is a party and all instruments included in the Collateral which it has executed and delivered, and that all Trust Issuer action and governmental consents, authorizations and approvals necessary or required therefor have been duly and effectively taken or obtained. The Notes, when issued, will be, and this Indenture and such other documents are, valid and legally binding obligations of the Issuer enforceable in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or in law. (b) The Issuer represents and warrants that, immediately prior to its Grant of the Collateral provided for herein, it had good title to, and was the sole owner of, the Mortgage Loans, free and clear of any pledge, lien, encumbrance or security interest. (c) The Issuer represents and warrants that the Indenture Trustee has a valid and enforceable first priority security interest in the CollateralMortgage Loans, subject only to exceptions permitted hereby. (d) The Issuer represents and warrants it is not required to be registered as an “investment company” under the 1940 Act. (e) This Agreement Indenture shall constitute a security agreement under applicable law and shall be deemed to create a valid and continuing security interests interest (as defined in the applicable UCC) in the Collateral Mortgage Loans in favor of the Indenture Trustee, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Issuer;. (f) Other than the security interest granted to the Indenture Trustee pursuant to this AgreementIndenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Mortgage Loans. The Issuer has not authorized the filing of and is not aware of any financing statements against the Collateral Mortgage Loans that includes a description of collateral covering the Collateral Mortgage Loans other than any financing statements statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer;. (g) The Issuer owns and has good and marketable title to the Collateral Mortgage Loans free and clear of any Lien, claim or encumbrance of any Person;. (h) The Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate filing offices jurisdiction under applicable law in order to perfect the security interest in the Collateral Mortgage Loans granted to the Indenture Trustee hereunder. The Issuer has in its possession all original copies of the mortgage notes that constitute or evidence the Mortgage Loans. The mortgage notes that constitute or evidence the Mortgage Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. All financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee (or any subsequent assignee, without limitation) in connection herewith describing the Collateral Mortgage Loans contain a statement to the following effect, : “A purchase of, of or security interest in, any collateral described in this financing statement will violate the rights of the secured party;” andIndenture Trustee.” (i) The Mortgage Loans constitute instruments within the meaning of the applicable UCC. (j) The Issuer shall, to the extent consistent with this AgreementIndenture, take such additional reasonable actions as may be necessary to ensure that, if this Agreement Indenture were deemed to create a security interest in the Mortgage Loans and the other assets of the Collateral, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the life of this AgreementIndenture. The foregoing representations and warranties may not be waived and shall survive the issuance of the Notes.

Representation and Warranties of the Issuer. (a) The Issuer represents and warrants to the Indenture Trustee, the Swap Provider, the Depositor, the Sponsor and the Servicer that the Issuer is duly authorized under applicable law and the Trust Agreement to create and issue the Notes, to execute and deliver this Indenture, the Swap Agreement, the Sale and Servicing Agreement, the other documents referred to herein to which it is a party and all instruments included in the Collateral which it has executed and delivered, and that all Trust Issuer action and governmental consents, authorizations and approvals necessary or required therefor have been duly and effectively taken or obtained. The Notes, when issued, will be, and this Indenture and such other documents are, valid and legally binding obligations of the Issuer enforceable in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or in law. (b) The Issuer represents and warrants that, immediately prior to its Grant of the Collateral provided for herein, it had good title to, and was the sole owner of, the Mortgage Loans, free and clear of any pledge, lien, encumbrance or security interest. (c) The Issuer represents and warrants that the Indenture Trustee has a valid and enforceable first priority security interest in the CollateralMortgage Loans, subject only to exceptions permitted hereby. (d) The Issuer represents and warrants it is not required to be registered as an “investment company” under the 1940 Act. (e) This Agreement Indenture shall constitute a security agreement under applicable law and shall be deemed to create a valid and continuing security interests interest (as defined in the applicable UCC) in the Collateral Mortgage Loans in favor of the Indenture Trustee, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Issuer;. (f) Other than the security interest granted to the Indenture Trustee pursuant to this AgreementIndenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Mortgage Loans. The Issuer has not authorized the filing of and is not aware of any financing statements against the Collateral Mortgage Loans that includes a description of collateral covering the Collateral Mortgage Loans other than any financing statements statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer;. (g) The Issuer owns and has good and marketable title to the Collateral Mortgage Loans free and clear of any Lien, claim or encumbrance of any Person;. (h) The Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate filing offices jurisdiction under applicable law in order to perfect the security interest in the Collateral Mortgage Loans granted to the Indenture Trustee hereunder. The Issuer has in its possession all original copies of the mortgage notes that constitute or evidence the Mortgage Loans. The mortgage notes that constitute or evidence the Mortgage Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. All financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee (or any subsequent assignee, without limitation) in connection herewith describing the Collateral Mortgage Loans contain a statement to the following effect, : “A purchase of, of or security interest in, any collateral described in this financing statement will violate the rights of the secured party;” andIndenture Trustee.” (i) The mortgage notes evidencing the Mortgage Loans constitute instruments instruments, and the derivative evidenced by the Swap Agreement constitutes general intangibles, within the meaning of the applicable UCC. (j) The Issuer shall, to the extent consistent with this AgreementIndenture, take such additional reasonable actions as may be necessary to ensure that, if this Agreement Indenture were deemed to create a security interest in the Mortgage Loans and the other assets of the Collateral, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the life of this AgreementIndenture. The foregoing representations and warranties may not be waived and shall survive the issuance of the Notes.

Representation and Warranties of the Issuer. (a) The Issuer represents and warrants that the Issuer is duly authorized under applicable law and the Trust Agreement to create and issue the Notes, to execute and deliver this Indenture, the other documents referred to herein to which it is a party and all instruments included in the Collateral which it has executed and delivered, and that all Trust action and governmental consents, authorizations and approvals necessary or required therefor have been duly and effectively taken or obtained. The Notes, when issued, will be, and this Indenture and such other documents are, valid and legally binding obligations of the Issuer enforceable in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ ' rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or in law. (b) The Issuer represents and warrants that, immediately prior to its Grant of the Collateral provided for herein, it had good title to, and was the sole owner of, the Mortgage Loans, free and clear of any pledge, lien, encumbrance or security interest. (c) The Issuer represents and warrants that the Indenture Trustee has a valid and enforceable first priority security interest in the Collateral, subject only to exceptions permitted hereby. (d) The Issuer represents and warrants it is not required to be registered as an “"investment company” " under the 1940 Act. (e) This Agreement shall constitute a security agreement under applicable law and shall be deemed to create valid and continuing security interests (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Issuer; (f) Other than the security interest granted to the Indenture Trustee pursuant to this Agreement, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, has not authorized the filing of and is not aware of any financing statements against the Collateral that includes a description of collateral covering the Collateral other than any financing statements relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; (g) The Issuer owns and has good and marketable title to the Collateral free and clear of any Lien, claim or encumbrance of any Person; (h) The Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the appropriate filing offices under applicable law in order to perfect the security interest in the Collateral granted to the Indenture Trustee hereunder. All financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee (or any subsequent assignee, without limitation) in connection herewith describing the Collateral contain a statement to the following effect, “"A purchase of, or security interest in, any collateral described in this financing statement will violate the rights of the secured party;” " and (i) The Mortgage Loans constitute instruments within the meaning of the applicable UCC. (j) The Issuer shall, to the extent consistent with this Agreement, take such additional reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans and the other assets of the Collateral, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the life of this Agreement.

Representation and Warranties of the Issuer. (a) The Issuer represents and warrants that the Issuer is duly authorized under applicable law and the Trust Agreement to create and issue the Notes, to execute and deliver this Indenture, the other documents referred to herein to which it is a party and all instruments included in the Collateral which it has executed and delivered, and that all Trust action and governmental consents, authorizations and approvals necessary or required therefor have been duly and effectively taken or obtained. The Notes, when issued, will be, and this Indenture and such other documents are, valid and legally binding obligations of the Issuer enforceable in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or in law. (b) The Issuer represents and warrants that, immediately prior to its Grant of the Collateral provided for herein, it had good title to, and was the sole owner of, the Mortgage Loans, free and clear of any pledge, lien, encumbrance or security interest. (c) The Issuer represents and warrants that the Indenture Trustee has a valid and enforceable first priority security interest in the CollateralMortgage Loans, subject only to exceptions permitted hereby. (d) The Issuer represents and warrants it is not required to be registered as an “investment company” under the 1940 Act. (e) This Agreement shall constitute a security agreement under applicable law and shall be deemed to create a valid and continuing security interests interest (as defined in the applicable UCC) in the Collateral Mortgage Loans in favor of the Indenture Trustee, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Issuer; (f) Other than the security interest granted to the Indenture Trustee pursuant to this Agreement, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Mortgage Loans. The Issuer has not authorized the filing of and is not aware of any financing statements against the Collateral Mortgage Loans that includes a description of collateral covering the Collateral Mortgage Loans other than any financing statements statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; (g) The Issuer owns and has good and marketable title to the Collateral Mortgage Loans free and clear of any Lien, claim or encumbrance of any Person; (h) The Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate filing offices jurisdiction under applicable law in order to perfect the security interest in the Collateral Mortgage Loans granted to the Indenture Trustee hereunder. The Issuer has in its possession all original copies of the mortgage notes that constitute or evidence the Mortgage Loans. The mortgage notes that constitute or evidence the Mortgage Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. All financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee (or any subsequent assignee, without limitation) in connection herewith describing the Collateral Mortgage Loans contain a statement to the following effect, : “A purchase of, of or security interest in, any collateral described in this financing statement will violate the rights of the secured partyIndenture Trustee;” and (i) The Mortgage Loans constitute instruments within the meaning of the applicable UCC. (j) The Issuer shall, to the extent consistent with this Agreement, take such additional reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans and the other assets of the Collateral, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the life of this Agreement.