Common use of Representations and Warranties Regarding Security Interest and Timeshare Loan Files Clause in Contracts

Representations and Warranties Regarding Security Interest and Timeshare Loan Files. (i) Payment of principal and interest on the Notes in accordance with their terms and the performance by the Issuer of all its obligations under this Indenture are secured by the Trust Estate. The Grant contained in the “Granting Clause” of this Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Trust Estate in favor of the Indenture Trustee, which security interest is prior to all other Liens arising under the UCC, and is enforceable as such against creditors of the Issuer, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (ii) The Timeshare Loans and the documents evidencing such Timeshare Loans constitute either “accounts”, “chattel paper”, “instruments” or “general intangibles” within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Trust Estate free and clear of any Lien, claim or encumbrance of any Person, except for Permitted Liens. (iv) The 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 office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Trust Estate granted to the Indenture Trustee hereunder. (v) All original executed copies of each Mortgage Note (or an executed Lost Note Affidavit related to such Mortgage Note) that constitute or evidence the Trust Estate have been or will be delivered to the Custodian and a Custodian's Certification therefor has been or will be issued, in accordance with the terms of the Custodial Agreement, to Bluegreen and the Indenture Trustee. (vi) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Trust Estate. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Trust Estate other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. (vii) All financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee in connection herewith describing the Trust Estate 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.” (viii) None of the Mortgage Notes that constitute or evidence the Trust Estate has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. The foregoing representations and warranties in Section 12.01(m)(i) – (viii) shall remain in full force and effect and shall not be waived or amended until the Notes are paid in full or otherwise released or discharged.

Representations and Warranties Regarding Security Interest and Timeshare Loan Files. (iA) Payment In the event of principal and interest on the Notes in accordance with their terms and characterization of the performance by the Issuer of all its obligations transfers under this Indenture are secured by Agreement as a loan, the Trust Estate. The Grant contained in the “Granting Clause” of this Indenture grant under Section 3 hereof creates a valid and continuing security interest (as defined in the applicable UCC) in the Trust Estate Assets and the QSTL Assets in favor of the Indenture TrusteeIssuer, which security interest is prior to all other Liens arising under the UCC, and is enforceable as such against creditors of the IssuerDepositor, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).12 (iiB) The Timeshare Loans and the documents evidencing such Timeshare Loans constitute either “accounts”, “chattel paper”, “instruments” or “general intangibles” within the meaning of the applicable UCC. (iiiC) The Issuer Depositor owns and has good and marketable title to the Trust Estate Assets and the QSTL Assets free and clear of any Lien, claim or encumbrance of any Person, except for Permitted Liens. (ivD) The Issuer Depositor has caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Trust Estate Assets and the QSTL Assets granted to the Issuer and by the Issuer to the Indenture Trustee hereunderTrustee. (vE) All original executed copies of each Mortgage Note (or an executed Lost Note Affidavit related to such Mortgage Note) that constitute or evidence the Trust Estate any Assets or QSTL Assets have been or will be delivered to the Custodian and a Custodian's Certification therefor has been or will be issued, in accordance with the terms of the Custodial Agreement, to Bluegreen and the Indenture Trustee. (viF) Other than as contemplated by this Agreement and the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Trust EstateAssets or QSTL Assets. The Issuer Depositor has not authorized the filing of and is not aware of any financing statements against the Issuer Depositor that include a description of collateral covering the Trust Estate any Assets or QSTL Assets other than any financing statement relating to the security interest granted to the Issuer hereunder, under the Indenture Trustee hereunder or that has been terminated. (viiG) All financing statements filed or to be filed against the Issuer Depositor in favor of the Indenture Trustee Issuer in connection herewith describing the Trust Estate Assets and QSTL Assets 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.” (viiiH) None of the Mortgage Notes that constitute or evidence the Trust Estate any Assets or QSTL Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than to the Issuer and by the Issuer to the Indenture Trustee. The foregoing representations and warranties in Section 12.01(m)(i) – (viii) shall remain in full force and effect and shall not be waived or amended until the Notes are paid in full or otherwise released or discharged.

Representations and Warranties Regarding Security Interest and Timeshare Loan Files. (iA) Payment In the event of principal and interest on the Notes in accordance with their terms and characterization of the performance by the Issuer of all its obligations transfers under this Indenture are secured by Agreement as a loan, the Trust Estate. The Grant contained in the “Granting Clause” of this Indenture grant under Section 3 hereof creates a valid and continuing security interest (as defined in the applicable UCC) in the Trust Estate Assets and the QSTL Assets in favor of the Indenture TrusteeIssuer, which security interest is prior to all other Liens arising under the UCC, and is enforceable as such against creditors of the IssuerDepositor, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (iiB) The Timeshare Loans and the documents evidencing such Timeshare Loans constitute either “accounts”, “chattel paper”, “instruments” or “general intangibles” within the meaning of the applicable UCC. (iiiC) The Issuer Depositor owns and has good and marketable title to the Trust Estate Assets and the QSTL Assets free and clear of any Lien, claim or encumbrance of any Person, except for Permitted Liens. (ivD) The Issuer Depositor has caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Trust Estate Assets and the QSTL Assets granted to the Issuer and by the Issuer to the Indenture Trustee hereunderTrustee. (vE) All original executed copies of each Mortgage Note (or an executed Lost Note Affidavit related to such Mortgage Note) that constitute or evidence the Trust Estate any Assets or QSTL Assets have been or will be delivered to the Custodian and a Custodian's Certification therefor has been or will be issued, in accordance with the terms of the Custodial Agreement, to Bluegreen and the Indenture Trustee. (viF) Other than as contemplated by this Agreement and the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Trust EstateAssets or QSTL Assets. The Issuer Depositor has not authorized the filing of and is not aware of any financing statements against the Issuer Depositor that include a description of collateral covering the Trust Estate any Assets or QSTL Assets other than any financing statement relating to the security interest granted to the Issuer hereunder, under the Indenture Trustee hereunder or that has been terminated. (viiG) All financing statements filed or to be filed against the Issuer Depositor in favor of the Indenture Trustee Issuer in connection herewith describing the Trust Estate Assets and QSTL Assets 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.” (viiiH) None of the Mortgage Notes that constitute or evidence the Trust Estate any Assets or QSTL Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than to the Issuer and by the Issuer to the Indenture Trustee. The foregoing representations and warranties in Section 12.01(m)(i) – (viii) shall remain in full force and effect and shall not be waived or amended until the Notes are paid in full or otherwise released or discharged.

Representations and Warranties Regarding Security Interest and Timeshare Loan Files. (iA) Payment In the event of principal and interest on the Notes in accordance with their terms and characterization of the performance by the Issuer of all its obligations transfers under this Indenture are secured by Agreement as a loan, the Trust Estate. The Grant contained in the “Granting Clause” of this Indenture grant under Section 3 hereof creates a valid and continuing security interest (as defined in the applicable UCC) in the Trust Estate Assets and the QSTL Assets in favor of the Indenture TrusteeIssuer, which security interest is prior to all other Liens arising under the UCC, and is enforceable as such against creditors of the IssuerDepositor, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (iiB) The Timeshare Loans and the documents evidencing such Timeshare Loans constitute either “accounts”, “chattel paper”, “instruments” or “general intangibles” within the meaning of the applicable UCC. (iiiC) The Issuer Depositor owns and has good and marketable title to the Trust Estate Assets and the QSTL Assets free and clear of any Lien, claim or encumbrance of any Person, except for Permitted Liens. (ivD) The Issuer Depositor has caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Trust Estate Assets and the QSTL Assets granted to the Issuer and by the Issuer to the Indenture Trustee hereunderTrustee. (vE) All original executed copies of each Mortgage Note (or an executed Lost Note Affidavit related to such Mortgage Note) that constitute or evidence the Trust Estate any Assets or QSTL Assets have been or will be delivered to the Custodian and a Custodian's ’s Certification therefor has been or will be issued, issued in accordance with the terms of the Custodial Agreement, to Bluegreen Bluegreen, the Funding Agents and the Indenture Trustee. (viF) Other than as contemplated by this Agreement and the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Trust EstateAssets or the QSTL Assets. The Issuer Depositor has not authorized the filing of and is not aware of any financing statements against the Issuer Depositor that include a description of collateral covering the Trust Estate any Assets or QSTL Assets other than any financing statement relating to the security interest granted to the Issuer hereunder, under the Indenture Trustee hereunder or that has been terminated. (viiG) All financing statements filed or to be filed against the Issuer Depositor in favor of the Indenture Trustee Issuer in connection herewith describing the Trust Estate Assets and the QSTL Assets 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.” (viiiH) None of the Mortgage Notes that constitute or evidence the Trust Estate any Assets or QSTL Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than to the Issuer and by the Issuer to the Indenture Trustee. The foregoing representations and warranties in Section 12.01(m)(i) – (viii) shall remain in full force and effect and shall not be waived or amended until the Notes are paid in full or otherwise released or discharged.

Representations and Warranties Regarding Security Interest and Timeshare Loan Files. (i) Payment of principal and interest on the Notes in accordance with their terms and the performance by the Issuer of all its obligations under this Indenture are secured by the Trust Estate. The Grant contained in the “Granting Clause” of this Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Trust Estate in favor of the Indenture Trustee, which security interest is prior to all other Liens arising under the UCC, and is enforceable as such against creditors of the Issuer, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).82 (ii) The Timeshare Loans and the documents evidencing such Timeshare Loans constitute either “accounts”, “chattel paper”, “instruments” or “general intangibles” within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Trust Estate free and clear of any Lien, claim or encumbrance of any Person, except for Permitted Liens. (iv) The 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 office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Trust Estate granted to the Indenture Trustee hereunder. (v) All original executed copies of each Mortgage Note (or an executed Lost Note Affidavit related to such Mortgage Note) that constitute or evidence the Trust Estate have been or will be delivered to the Custodian and a Custodian's Certification therefor has been or will be issued, in accordance with the terms of the Custodial Agreement, to Bluegreen and the Indenture Trustee. (vi) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Trust Estate. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Trust Estate other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. (vii) All financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee in connection herewith describing the Trust Estate 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.” (viii) None of the Mortgage Notes that constitute or evidence the Trust Estate has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. The foregoing representations and warranties in Section 12.01(m)(i) – (viii) shall remain in full force and effect and shall not be waived or amended until the Notes are paid in full or otherwise released or discharged.

Representations and Warranties Regarding Security Interest and Timeshare Loan Files. (i) Payment In the event of principal and interest on the Notes in accordance with their terms and characterization of the performance by the Issuer of all its obligations transfers under this Indenture are secured by Agreement as a loan, the Trust Estate. The Grant contained in the “Granting Clause” of this Indenture grant under Section 3 hereof creates a valid and continuing security interest (as defined in the applicable UCC) in the Trust Estate Assets and the QSTL Assets in favor of the Indenture TrusteeIssuer, which security interest is prior to all other Liens arising under the UCC, and is enforceable as such against creditors of the IssuerDepositor, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (ii) The Timeshare Loans and the documents evidencing such Timeshare Loans constitute either “accounts”, “chattel paper”, “instruments” or “general intangibles” within the meaning of the applicable UCC. (iii) The Issuer Depositor owns and has good and marketable title to the Trust Estate Assets and the QSTL Assets free and clear of any Lien, claim or encumbrance of any Person, except for Permitted Liens. (iv) The Issuer Depositor has caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Trust Estate Assets and the QSTL Assets granted to the Issuer and by the Issuer to the Indenture Trustee hereunderTrustee. (v) All original executed copies of each Mortgage Note (or an executed Lost Note Affidavit related to such Mortgage Note) that constitute or evidence the Trust Estate any Assets or QSTL Assets have been or will be delivered to the Custodian and a Custodian's ’s Certification therefor has been or will be issued, issued in accordance with the terms of the Custodial Agreement, to Bluegreen Bluegreen, the Funding Agents and the Indenture Trustee. (vi) Other than as contemplated by this Agreement and the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Trust EstateAssets or the QSTL Assets. The Issuer Depositor has not authorized the filing of and is not aware of any financing statements against the Issuer Depositor that include a description of collateral covering the Trust Estate any Assets or QSTL Assets other than any financing statement relating to the security interest granted to the Issuer hereunder, under the Indenture Trustee hereunder or that has been terminated. (vii) All financing statements filed or to be filed against the Issuer Depositor in favor of the Indenture Trustee Issuer in connection herewith describing the Trust Estate Assets and the QSTL Assets 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.” (viii) None of the Mortgage Notes that constitute or evidence the Trust Estate any Assets or QSTL Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than to the Issuer and by the Issuer to the Indenture Trustee. The foregoing representations and warranties in Section 12.01(m)(i) – (viii) shall remain in full force and effect and shall not be waived or amended until the Notes are paid in full or otherwise released or discharged.

Representations and Warranties Regarding Security Interest and Timeshare Loan Files. (iA) Payment In the event of principal and interest on the Notes in accordance with their terms and characterization of the performance by the Issuer of all its obligations transfers under this Indenture are secured by Agreement as a loan, the Trust Estate. The Grant contained in the “Granting Clause” of this Indenture grant under Section 3 hereof creates a valid and continuing security interest (as defined in the applicable UCC) in the Trust Estate Assets and the QSTL Assets in favor of the Indenture TrusteeIssuer, which security interest is prior to all other Liens arising under the UCC, and is enforceable as such against creditors of the IssuerDepositor, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (iiB) The Timeshare Loans and the documents evidencing such Timeshare Loans constitute either “accounts”, “chattel paper”, “instruments” or “general intangibles” within the meaning of the applicable UCC.. 12 (iiiC) The Issuer Depositor owns and has good and marketable title to the Trust Estate Assets and the QSTL Assets free and clear of any Lien, claim or encumbrance of any Person, except for Permitted Liens. (ivD) The Issuer Depositor has caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Trust Estate Assets and the QSTL Assets granted to the Issuer and by the Issuer to the Indenture Trustee hereunderTrustee. (vE) All original executed copies of each Mortgage Note (or an executed Lost Note Affidavit related to such Mortgage Note) that constitute or evidence the Trust Estate any Assets or QSTL Assets have been or will be delivered to the Custodian and a Custodian's Certification therefor has been or will be issued, in accordance with the terms of the Custodial Agreement, to Bluegreen and the Indenture Trustee. (viF) Other than as contemplated by this Agreement and the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Trust EstateAssets or QSTL Assets. The Issuer Depositor has not authorized the filing of and is not aware of any financing statements against the Issuer Depositor that include a description of collateral covering the Trust Estate any Assets or QSTL Assets other than any financing statement relating to the security interest granted to the Issuer hereunder, under the Indenture Trustee hereunder or that has been terminated. (viiG) All financing statements filed or to be filed against the Issuer Depositor in favor of the Indenture Trustee Issuer in connection herewith describing the Trust Estate Assets and QSTL Assets 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.” (viiiH) None of the Mortgage Notes that constitute or evidence the Trust Estate any Assets or QSTL Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than to the Issuer and by the Issuer to the Indenture Trustee. The foregoing representations and warranties in Section 12.01(m)(i) – (viii) shall remain in full force and effect and shall not be waived or amended until the Notes are paid in full or otherwise released or discharged.

Representations and Warranties Regarding Security Interest and Timeshare Loan Files. (iA) Payment In the event of principal and interest on the Notes in accordance with their terms and characterization of the performance by the Issuer of all its obligations transfers under this Indenture are secured by Agreement as a loan, the Trust Estate. The Grant contained in the “Granting Clause” of this Indenture grant under Section 3 hereof creates a valid and continuing security interest (as defined in the applicable UCC) in the Trust Estate Assets and the QSTL Assets in favor of the Indenture TrusteeDepositor, which security interest is prior to all other Liens arising under the UCC, and is enforceable as such against creditors of the IssuerSeller, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (iiB) The Timeshare Loans and the documents evidencing such Timeshare Loans constitute either “accounts”, “chattel paper”, “instruments” or “general intangibles” within the meaning of the applicable UCC. (iiiC) The Issuer Seller owns and has good and marketable title to the Trust Estate Assets and the QSTL Assets free and clear of any Lien, claim or encumbrance of any Person, except for Permitted Liens. (ivD) The Issuer Seller has caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Trust Estate Assets and the QSTL Assets granted to the Depositor, by the Depositor to the Issuer and by the Issuer to the Indenture Trustee hereunderTrustee. (vE) All original executed copies of each Mortgage Note (or an executed Lost Note Affidavit related to such Mortgage Note) that constitute or evidence the Trust Estate any Assets or QSTL Assets have been or will be delivered to the Custodian and a Custodian's ’s Certification therefor has been or will be issued, issued in accordance with the terms of the Custodial Agreement, to Bluegreen Bluegreen, the Funding Agents and the Indenture Trustee. (viF) Other than as contemplated by this Agreement, the security interest granted to Sale Agreement and the Indenture Trustee pursuant to this Indenture, the Issuer Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Trust EstateAssets or the QSTL Assets. The Issuer Seller has not authorized the filing of and is not aware of any financing statements against the Issuer Seller that include a description of collateral covering the Trust Estate any Assets or QSTL Assets other than any financing statement relating to the security interest granted to the Depositor hereunder, under the Sale Agreement, under the Indenture Trustee hereunder or that has been terminated. (viiG) All financing statements filed or to be filed against the Issuer Seller in favor of the Indenture Trustee Depositor in connection herewith describing the Trust Estate Assets and the QSTL Assets 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.” (viiiH) None of the Mortgage Notes that constitute or evidence the Trust Estate any Assets or QSTL Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than to the Depositor, by the Depositor to the Issuer and by the Issuer to the Indenture Trustee. The foregoing representations and warranties in Section 12.01(m)(i) – (viii) shall remain in full force and effect and shall not be waived or amended until the Notes are paid in full or otherwise released or discharged.

Representations and Warranties Regarding Security Interest and Timeshare Loan Files. (i) Payment of principal and interest on the Notes in accordance with their terms and the performance by the Issuer of all its obligations under this Indenture are secured by the Trust Estate. The Grant contained in the “Granting Clause” of this Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Trust Estate in favor of the Indenture Trustee, which security interest is prior to all other Liens arising under the UCC, and is enforceable as such against creditors of the Issuer, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).83 (ii) The Timeshare Loans and the documents evidencing such Timeshare Loans constitute either “accounts”, “chattel paper”, “instruments” or “general intangibles” within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Trust Estate free and clear of any Lien, claim or encumbrance of any Person, except for Permitted Liens. (iv) The 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 office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Trust Estate granted to the Indenture Trustee hereunder. (v) All original executed copies of each Mortgage Note (or an executed Lost Note Affidavit related to such Mortgage Note) that constitute or evidence the Trust Estate have been or will be delivered to the Custodian and a Custodian's Certification therefor has been or will be issued, in accordance with the terms of the Custodial Agreement, to Bluegreen and the Indenture Trustee. (vi) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Trust Estate. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Trust Estate other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. (vii) All financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee in connection herewith describing the Trust Estate 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.” (viii) None of the Mortgage Notes that constitute or evidence the Trust Estate has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. The foregoing representations and warranties in Section 12.01(m)(i) – (viii) shall remain in full force and effect and shall not be waived or amended until the Notes are paid in full or otherwise released or discharged.

Representations and Warranties Regarding Security Interest and Timeshare Loan Files. (iA) Payment In the event of principal and interest on the Notes in accordance with their terms and characterization of the performance by the Issuer of all its obligations transfers under this Indenture are secured by Agreement as a loan, the Trust Estate. The Grant contained in the “Granting Clause” of this Indenture grant under Section 3 hereof creates a valid and continuing security interest (as defined in the applicable UCC) in the Trust Estate Assets and the QSTL Assets in favor of the Indenture TrusteeIssuer, which security interest is prior to all other Liens arising under the UCC, and is enforceable as such against creditors of the IssuerDepositor, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).12 (iiB) The Timeshare Loans and the documents evidencing such Timeshare Loans constitute either “accounts”, “chattel paper”, “instruments” or “general intangibles” within the meaning of the applicable UCC. (iiiC) The Issuer Depositor owns and has good and marketable title to the Trust Estate Assets and the QSTL Assets free and clear of any Lien, claim or encumbrance of any Person, except for Permitted Liens. (ivD) The Issuer Depositor has caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Trust Estate Assets and the QSTL Assets granted to the Issuer and by the Issuer to the Indenture Trustee hereunderTrustee. (vE) All original executed copies of each Mortgage Note (or an executed Lost Note Affidavit related to such Mortgage Note) that constitute or evidence the Trust Estate any Assets or QSTL Assets have been or will be delivered to the Custodian and a Custodian's Certification therefor has been or will be issued, in accordance with the terms of the Custodial Agreement, to Bluegreen and the Indenture Trustee. (viF) Other than as contemplated by this Agreement and the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Trust EstateAssets or QSTL Assets. The Issuer Depositor has not authorized the filing of and is not aware of any financing statements against the Issuer Depositor that include a description of collateral covering the Trust Estate any Assets or QSTL Assets other than any financing statement relating to the security interest granted to the Issuer hereunder, under the Indenture Trustee hereunder or that has been terminated. (viiG) All financing statements filed or to be filed against the Issuer Depositor in favor of the Indenture Trustee Issuer in connection herewith describing the Trust Estate Assets and QSTL Assets 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.” (viiiH) None of the Mortgage Notes that constitute or evidence the Trust Estate any Assets or QSTL Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than to the Issuer and by the Issuer to the Indenture Trustee. The foregoing representations and warranties in Section 12.01(m)(i) – (viii) shall remain in full force and effect and shall not be waived or amended until the Notes are paid in full or otherwise released or discharged.13

Representations and Warranties Regarding Security Interest and Timeshare Loan Files. (i) Payment of principal and interest on the Notes in accordance with their terms and the performance by the Issuer of all its obligations under this Indenture are secured by the Trust Estate. The Grant contained in the “Granting Clause” of this Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Trust Estate in favor of the Indenture Trustee, which security interest is prior to all other Liens arising under the UCC, and is enforceable as such against creditors of the Issuer, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and to 83 general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (ii) The Timeshare Loans and the documents evidencing such Timeshare Loans constitute either “accounts”, “chattel paper”, “instruments” or “general intangibles” within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Trust Estate free and clear of any Lien, claim or encumbrance of any Person, except for Permitted Liens. (iv) The 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 office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Trust Estate granted to the Indenture Trustee hereunder. (v) All original executed copies of each Mortgage Note (or an executed Lost Note Affidavit related to such Mortgage Note) that constitute or evidence the Trust Estate have been or will be delivered to the Custodian and a Custodian's Certification therefor has been or will be issued, in accordance with the terms of the Custodial Agreement, to Bluegreen and the Indenture Trustee. (vi) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Trust Estate. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Trust Estate other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. (vii) All financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee in connection herewith describing the Trust Estate 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.” (viii) None of the Mortgage Notes that constitute or evidence the Trust Estate has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. The foregoing representations and warranties in Section 12.01(m)(i) – (viii) shall remain in full force and effect and shall not be waived or amended until the Notes are paid in full or otherwise released or discharged.

Representations and Warranties Regarding Security Interest and Timeshare Loan Files. (iA) Payment In the event of principal and interest on the Notes in accordance with their terms and characterization of the performance by the Issuer of all its obligations transfers under this Indenture are secured by Agreement as a loan, the Trust Estate. The Grant contained in the “Granting Clause” of this Indenture grant under Section 3 hereof creates a valid and continuing security interest (as defined in the applicable UCC) in the Trust Estate Assets and the QSTL Assets in favor of the Indenture TrusteeIssuer, which security interest is prior to all other Liens arising under the UCC, and is enforceable as such against creditors of the IssuerDepositor, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (iiB) The Timeshare Loans and the documents evidencing such Timeshare Loans constitute either “accounts”, “chattel paper”, “instruments” or “general intangibles” within the meaning of the applicable UCC. (iiiC) The Issuer Depositor owns and has good and marketable title to the Trust Estate Assets and the QSTL Assets free and clear of any Lien, claim or encumbrance of any Person, except for Permitted Liens. (ivD) The Issuer Depositor has caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Trust Estate Assets and the QSTL Assets granted to the Issuer and by the Issuer to the Indenture Trustee hereunderTrustee. (vE) All original executed copies of each Mortgage Note (or an executed Lost Note Affidavit related to such Mortgage Note) that constitute or evidence the Trust Estate any Assets or QSTL Assets have been or will be delivered to the Custodian and a Custodian's Certification therefor has been or will be issued, in accordance with the terms of the Custodial Agreement, to Bluegreen and the Indenture Trustee. (viF) Other than as contemplated by this Agreement and the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Trust EstateAssets or QSTL Assets. The Issuer Depositor has not authorized the filing of and is not aware of any financing statements against the Issuer Depositor that include a description of collateral covering the Trust Estate any Assets or QSTL Assets other than any financing statement relating to the security interest granted to the Issuer hereunder, under the Indenture Trustee hereunder or that has been terminated. (viiG) All financing statements filed or to be filed against the Issuer Depositor in favor of the Indenture Trustee Issuer in connection herewith describing the Trust Estate Assets and QSTL Assets 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.” (viii) None of the Mortgage Notes that constitute or evidence the Trust Estate has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. The foregoing representations and warranties in Section 12.01(m)(i) – (viii) shall remain in full force and effect and shall not be waived or amended until the Notes are paid in full or otherwise released or discharged.10

Representations and Warranties Regarding Security Interest and Timeshare Loan Files. (iA) Payment In the event of principal and interest on the Notes in accordance with their terms and characterization of the performance by the Issuer of all its obligations transfers under this Indenture are secured by Agreement as a loan, the Trust Estate. The Grant contained in the “Granting Clause” of this Indenture grant under Section 3 hereof creates a valid and continuing security interest (as defined in the applicable UCC) in the Trust Estate Assets and the QSTL Assets in favor of the Indenture TrusteeIssuer, which security interest is prior to all other Liens arising under the UCC, and is enforceable as such against creditors of the IssuerDepositor, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (iiB) The Timeshare Loans and the documents evidencing such Timeshare Loans constitute either “accounts”, “chattel paper”, “instruments” or “general intangibles” within the meaning of the applicable UCC.. KL2 3337071.5 (iiiC) The Issuer Depositor owns and has good and marketable title to the Trust Estate Assets and the QSTL Assets free and clear of any Lien, claim or encumbrance of any Person, except for Permitted Liens. (ivD) The Issuer Depositor has caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Trust Estate Assets and the QSTL Assets granted to the Issuer and by the Issuer to the Indenture Trustee hereunderTrustee. (vE) All original executed copies of each Mortgage Note (or an executed Lost Note Affidavit related to such Mortgage Note) that constitute or evidence the Trust Estate any Assets or QSTL Assets have been or will be delivered to the Custodian and a Custodian's Certification therefor has been or will be issued, in accordance with the terms of the Custodial Agreement, to Bluegreen and the Indenture Trustee. (viF) Other than as contemplated by this Agreement and the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Trust EstateAssets or QSTL Assets. The Issuer Depositor has not authorized the filing of and is not aware of any financing statements against the Issuer Depositor that include a description of collateral covering the Trust Estate any Assets or QSTL Assets other than any financing statement relating to the security interest granted to the Issuer hereunder, under the Indenture Trustee hereunder or that has been terminated. (viiG) All financing statements filed or to be filed against the Issuer Depositor in favor of the Indenture Trustee Issuer in connection herewith describing the Trust Estate Assets and QSTL Assets 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.” (viiiH) None of the Mortgage Notes that constitute or evidence the Trust Estate any Assets or QSTL Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than to the Issuer and by the Issuer to the Indenture Trustee. The foregoing representations and warranties in Section 12.01(m)(i) – (viii) shall remain in full force and effect and shall not be waived or amended until the Notes are paid in full or otherwise released or discharged.

Representations and Warranties Regarding Security Interest and Timeshare Loan Files. (i) Payment of principal and interest on the Notes in accordance with their terms and the performance by the Issuer of all its obligations under this Indenture are secured by the Trust Estate. The Grant contained in the “Granting Clause” of this Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Trust Estate in favor of the Indenture Trustee, which security interest is prior to all other Liens arising under the UCC, and is enforceable as such against creditors of the Issuer, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).81 (ii) The Timeshare Loans and the documents evidencing such Timeshare Loans constitute either “accounts”, “chattel paper”, “instruments” or “general intangibles” within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Trust Estate free and clear of any Lien, claim or encumbrance of any Person, except for Permitted Liens. (iv) The 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 office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Trust Estate granted to the Indenture Trustee hereunder. (v) All original executed copies of each Mortgage Note (or an executed Lost Note Affidavit related to such Mortgage Note) that constitute or evidence the Trust Estate have been or will be delivered to the Custodian and a Custodian's Certification therefor has been or will be issued, in accordance with the terms of the Custodial Agreement, to Bluegreen and the Indenture Trustee. (vi) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Trust Estate. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Trust Estate other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. (vii) All financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee in connection herewith describing the Trust Estate 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.” (viii) None of the Mortgage Notes that constitute or evidence the Trust Estate has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. The foregoing representations and warranties in Section 12.01(m)(i) – (viii) shall remain in full force and effect and shall not be waived or amended until the Notes are paid in full or otherwise released or discharged.

Representations and Warranties Regarding Security Interest and Timeshare Loan Files. (i) Payment of principal and interest on the Notes in accordance with their terms and the performance by the Issuer of all its obligations under this Indenture are secured by the Trust Estate. The Grant contained in the “Granting Clause” of this Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Trust Estate in favor of the Indenture Trustee, which security interest is prior to all other Liens arising under the UCC, and is enforceable as such against creditors of the Issuer, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).83 KL2 3337076.6 (ii) The Timeshare Loans and the documents evidencing such Timeshare Loans constitute either “accounts”, “chattel paper”, “instruments” or “general intangibles” within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Trust Estate free and clear of any Lien, claim or encumbrance of any Person, except for Permitted Liens. (iv) The 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 office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Trust Estate granted to the Indenture Trustee hereunder. (v) All original executed copies of each Mortgage Note (or an executed Lost Note Affidavit related to such Mortgage Note) that constitute or evidence the Trust Estate have been or will be delivered to the Custodian and a Custodian's Certification therefor has been or will be issued, in accordance with the terms of the Custodial Agreement, to Bluegreen and the Indenture Trustee. (vi) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Trust Estate. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Trust Estate other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. (vii) All financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee in connection herewith describing the Trust Estate 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.” (viii) None of the Mortgage Notes that constitute or evidence the Trust Estate has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. The foregoing representations and warranties in Section 12.01(m)(i) – (viii) shall remain in full force and effect and shall not be waived or amended until the Notes are paid in full or otherwise released or discharged.

Representations and Warranties Regarding Security Interest and Timeshare Loan Files. (iA) Payment In the event of principal and interest on the Notes in accordance with their terms and characterization of the performance by the Issuer of all its obligations transfers under this Indenture are secured by Agreement as a loan, the Trust Estate. The Grant contained in the “Granting Clause” of this Indenture grant under Section 3 hereof creates a valid and continuing security interest (as defined in the applicable UCC) in the Trust Estate Assets and the QSTL Assets in favor of the Indenture TrusteeIssuer, which security interest is prior to all other Liens arising under the UCC, and is enforceable as such against creditors of the IssuerDepositor, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).12 (iiB) The Timeshare Loans and the documents evidencing such Timeshare Loans constitute either “accounts”, “chattel paper”, “instruments” or “general intangibles” within the meaning of the applicable UCC. (iiiC) The Issuer Depositor owns and has good and marketable title to the Trust Estate Assets and the QSTL Assets free and clear of any Lien, claim or encumbrance of any Person, except for Permitted Liens. (ivD) The Issuer Depositor has caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Trust Estate Assets and the QSTL Assets granted to the Issuer and by the Issuer to the Indenture Trustee hereunderTrustee. (vE) All original executed copies of each Mortgage Note (or an executed Lost Note Affidavit related to such Mortgage Note) that constitute or evidence the Trust Estate any Assets or QSTL Assets have been or will be delivered to the Custodian and a Custodian's Certification therefor has been or will be issued, in accordance with the terms of the Custodial Agreement, to Bluegreen and the Indenture Trustee. (viF) Other than as contemplated by this Agreement and the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Trust EstateAssets or QSTL Assets. The Issuer Depositor has not authorized the filing of and is not aware of any financing statements against the Issuer Depositor that include a description of collateral covering the Trust Estate any Assets or QSTL Assets other than any financing statement relating to the security interest granted to the Issuer hereunder, under the Indenture Trustee hereunder or that has been terminated. (viiG) All financing statements filed or to be filed against the Issuer Depositor in favor of the Indenture Trustee Issuer in connection herewith describing the Trust Estate Assets and QSTL Assets 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.” (viiiH) None of the Mortgage Notes that constitute or evidence the Trust Estate any Assets or QSTL Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than to the Issuer and by the Issuer to the Indenture Trustee. The foregoing representations and warranties in Section 12.01(m)(i) – (viii) shall remain in full force and effect and shall not be waived or amended until the Notes are paid in full or otherwise released or discharged.

Representations and Warranties Regarding Security Interest and Timeshare Loan Files. (iA) Payment In the event of principal and interest on the Notes in accordance with their terms and characterization of the performance by the Issuer of all its obligations transfers under this Indenture are secured by Agreement as a loan, the Trust Estate. The Grant contained in the “Granting Clause” of this Indenture grant under Section 3 hereof creates a valid and continuing security interest (as defined in the applicable UCC) in the Trust Estate Assets and the QSTL Assets in favor of the Indenture TrusteeDepositor, which security interest is prior to all other Liens arising under the UCC, and is enforceable as such against creditors of the IssuerSeller, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (iiB) The Timeshare Loans and the documents evidencing such Timeshare Loans constitute either “accounts”, “chattel paper”, “instruments” or “general intangibles” within the meaning of the applicable UCC. (iiiC) The Issuer Seller owns and has good and marketable title to the Trust Estate Assets and the QSTL Assets free and clear of any Lien, claim or encumbrance of any Person, except for Permitted Liens. (ivD) The Issuer Seller has caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Trust Estate Assets and the QSTL Assets granted to the Depositor, by the Depositor to the Issuer and by the Issuer to the Indenture Trustee hereunderTrustee. (vE) All original executed copies of each Mortgage Note (or an executed Lost Note Affidavit related to such Mortgage Note) that constitute or evidence the Trust Estate any Assets or QSTL Assets have been or will be delivered to the Custodian and a Custodian's ’s Certification therefor has been or will be issued, issued in accordance with the terms of the Custodial Agreement, to Bluegreen and the Indenture Trustee.11 (viF) Other than as contemplated by this Agreement, the security interest granted to Sale Agreement and the Indenture Trustee pursuant to this Indenture, the Issuer Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Trust EstateAssets or the QSTL Assets. The Issuer Seller has not authorized the filing of and is not aware of any financing statements against the Issuer Seller that include a description of collateral covering the Trust Estate any Assets or QSTL Assets other than any financing statement relating to the security interest granted to the Depositor hereunder, under the Sale Agreement, under the Indenture Trustee hereunder or that has been terminated. (viiG) All financing statements filed or to be filed against the Issuer Seller in favor of the Indenture Trustee Depositor in connection herewith describing the Trust Estate Assets and the QSTL Assets 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.” (viiiH) None of the Mortgage Notes that constitute or evidence the Trust Estate any Assets or QSTL Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than to the Depositor, by the Depositor to the Issuer and by the Issuer to the Indenture Trustee. The foregoing representations and warranties in Section 12.01(m)(i) – (viii) shall remain in full force and effect and shall not be waived or amended until the Notes are paid in full or otherwise released or discharged.