Common use of Representations and Warranties of the Sponsor to the Pledge Custodian Clause in Contracts

Representations and Warranties of the Sponsor to the Pledge Custodian. The Sponsor represents and warrants to the Pledge Custodian on the Closing Date and on each date that Purchased Bonds or Pledged Class A Certificates are delivered to the Pledge Custodian hereunder with respect to such Purchased Bonds and Pledged Class A Certificates that: (a) it is the legal and beneficial owner of (and has full right and authority to pledge and assign) the applicable Pledged Security Collateral, free and clear of all liens, security interests, options or other charges or encumbrances (collectively, “Liens”) except Liens granted pursuant to this Agreement; and (b) upon delivery of the Pledged Security Collateral to the Pledge Custodian (or notice to the financial intermediary, if applicable), the Pledge Custodian shall have a valid, enforceable and first priority security interest in all of the Pledged Security Collateral securing the Obligations.

Representations and Warranties of the Sponsor to the Pledge Custodian. The Sponsor represents and warrants to the Pledge Custodian on the Closing Date Date, subject to and except as permitted by the provisions of Section 8.19, and on each date that Purchased Bonds Assets, Class B Certificates or Pledged Class A Certificates are delivered to the Pledge Custodian hereunder with respect to such Purchased Bonds Assets, Class B Certificates and Pledged Class A Certificates that: (a) it is the legal and beneficial owner of (and has full right and authority to pledge and assign) the applicable Pledged Security Collateral, free and clear of all liens, security interests, options or other charges or encumbrances (collectively, “Liens”) except Liens granted pursuant to this Agreement; and (b) upon delivery of the Pledged Security Collateral to the Pledge Custodian (or notice to the financial intermediary, if applicable), the Pledge Custodian shall have a valid, enforceable and first priority security interest in all of the Pledged Security Collateral securing the Obligations.