Common use of Trust Estate Clause in Contracts

Trust Estate. To secure the payment of the Obligations and in consideration of the premises and mutual agreements set forth in this Agreement, each Loan Party hereby confirms the grant to the Collateral Trustee, and the Collateral Trustee hereby accepts and agrees to hold, in trust under this Agreement for the benefit of all current and future Secured Parties, all of such Loan Party’s right, title and interest in, to and under all Collateral now or hereafter granted to the Collateral Trustee under any Security Document for the benefit of the Secured Parties, together with all of the Collateral Trustee’s right, title and interest in, to and under the Security Documents, and all interests, rights, powers and remedies of the Collateral Trustee thereunder or in respect thereof and all cash and non-cash proceeds thereof (collectively, the “Trust Estate”). The Collateral Trustee and its successors and assigns under this Agreement will hold the Trust Estate in trust for the benefit solely and exclusively of all current and future Secured Parties as security for the payment of all present and future Obligations. Notwithstanding the foregoing, if at any time: (1) all Liens securing the Obligations have been released as provided in Section 5.1; (2) the Collateral Trustee holds no other property in trust as part of the Trust Estate; (3) no monetary obligation is outstanding and payable under this Agreement to the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity); and (4) the Borrower delivers to the Collateral Trustee an Officers’ Certificate stating that all Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Financing Documents and that the Loan Parties are not required by any Financing Document to grant any Lien upon any property, then the first priority lien trust arising hereunder will terminate (subject to any reinstatement pursuant to Section 6.2), except that all provisions set forth in Section 7.8 that are enforceable by the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity) will remain enforceable in accordance with their terms. The parties further declare and covenant that the Trust Estate will be held and distributed by the Collateral Trustee subject to the further agreements herein.

Trust Estate. To secure the payment of the Obligations and in consideration of the premises and mutual agreements set forth in this Agreement, each Loan Party hereby confirms the grant to the Collateral Trustee, and the Collateral Trustee hereby accepts and agrees to hold, (a) The assets held in trust under this Agreement for the benefit of all current and future Secured Parties, all of such Loan Party’s right, title and interest in, to and under all Collateral now or hereafter granted to the Collateral Trustee under any Security Document for the benefit of the Secured Parties, together with all of the Collateral Trustee’s right, title and interest in, to and under the Security Documents, and all interests, rights, powers and remedies of the Collateral Trustee thereunder or in respect thereof and all cash and non-cash proceeds thereof (collectivelyjointly, the “Trust Estate”). The Collateral Trustee and its successors and assigns under this Agreement will hold ) shall include the Trust Estate in trust for the benefit solely and exclusively of all current and future Secured Parties as security for the payment of all present and future Obligations. Notwithstanding the foregoing, if at any timefollowing: (1) all Liens securing the Obligations have been released Initial Shares transferred by each Trustor, as provided agreed in Section 5.1Clause One of this Amendment Agreement; (2) any Additional Shares or other assets, if applicable, that the Collateral Trustee holds no Trustors or any third party directly or indirectly controlled by Cemex SAB, contributed to the trust under this Amendment Agreement; (3) any additional rights relating to the Initial Shares and any other property assets encumbered in trust under this Amendment Agreement; (4) except for dividends or other distributions to which the Trustors have a right under Clause Five (b) of this Amendment Agreement, any yields, distributions or funds of any nature resulting from or relating to the Initial Shares, the Additional Shares or any assets encumbered in trust under this Amendment Agreement; (5) any instruments or securities of any nature acquired with the Trust Estate and the yields or funds resulting from such Trust Estate; (6) any certificates or instruments which, for any reason, replace the Initial Shares or the Additional Shares; (7) the rights corresponding to the Initial Shares, any Additional Shares and any assets encumbered in trust under this Amendment Agreement, in accordance with and subject to the restrictions set forth in Clause Five of this Amendment Agreement, and (8) any other assets (including rights) which for any reason or as a result of any legal circumstance become part of the Trust Estate;. (3b) no monetary obligation The parties agree that the Trust Estate is outstanding and payable under this Agreement transferred to the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity); and (4) solely to comply with the Borrower delivers to the Collateral Trustee an Officers’ Certificate stating that all Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Financing Documents and that the Loan Parties are not required by any Financing Document to grant any Lien upon any property, then the first priority lien trust arising hereunder will terminate (subject to any reinstatement pursuant to Section 6.2), except that all provisions set forth in Section 7.8 that are enforceable by this Amendment Agreement, including the Collateral Trustee or any of its co-trustees or agents provisions in Clause Three. (whether in an individual or representative capacityc) will remain enforceable in accordance with their terms. The parties further declare and covenant parties, other than the Trustee, agree that the Trust Estate will be held and distributed by the Collateral Trustee subject shall have no liability or obligation, whether express or implicit, with respect to the further agreements hereinsource, authenticity, ownership or legitimacy of the Trust Estate.

Trust Estate. To secure The assets subject to this Agreement and the Indenture, transferred by the Depositor to the Issuer and pledged by the Issuer to the Indenture Trustee, which assets consist of all accounts, accounts receivable, contract rights, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, notes, drafts, letters of credit, advices of credit, investment property, uncertificated securities and rights to payment of the Obligations any and in consideration every kind consisting of, arising from or relating to any of the premises following: (a) the Mortgage Loans (and mutual agreements set forth in this Agreement, each Loan Party hereby confirms the grant to the Collateral Trustee, and the Collateral Trustee hereby accepts and agrees to hold, in trust under this Agreement for the benefit of all current and future Secured Parties, all of such Loan Party’s right, title and interest in, to and under all Collateral now or hereafter granted to the Collateral Trustee under any Security Document for the benefit Qualified Substitute Mortgage Loans substituted therefor) exclusive of the Secured Partiesservicing rights related thereto, together with all of the Collateral Trustee’s right, title and interest in, Mortgage Files relating to and under the Security Documentssuch Mortgage Loans, and all interestsScheduled Payments due after the Cut-off Date, rights, powers all Principal Prepayments received with respect to the Mortgage Loans paid by the respective borrower after the Cut-off Date and remedies any Prepayment Penalties due after the Cut-off Date and proceeds of the Collateral Trustee conversion, voluntary or involuntary, of the foregoing; (b) any Insurance Proceeds, REO Property, Liquidation Proceeds and other recoveries; (c) the Custodial Account, the Collection Account, the Certificate Distribution Account, the Note Payment Account, [the Pre-Funding Account, the Capitalized Interest Account] and any Escrow Account and all amounts deposited therein pursuant to the applicable provisions of this Agreement; (d) any Insurance Policies; (e) the rights of the Depositor under the Sale Agreement; (f) [the rights of the Trust under [the Swap Agreement] and [the Cap Agreements] and all amounts received from [the Swap Counterparty,] [the Cap Counterparty] and [the Class N Cap Counterparty] thereunder or in respect thereof (to the extent provided herein)]; and (g) all income, revenues, issues, products, revisions, substitutions, replacements, profits, rents and all cash and non-cash proceeds thereof (collectively, the “Trust Estate”). The Collateral Trustee and its successors and assigns under this Agreement will hold the Trust Estate in trust for the benefit solely and exclusively of all current and future Secured Parties as security for the payment of all present and future Obligations. Notwithstanding the foregoing, if at any time: (1) all Liens securing the Obligations have been released as provided in Section 5.1; (2) the Collateral Trustee holds no other property in trust as part of the Trust Estate; (3) no monetary obligation is outstanding and payable under this Agreement to the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity); and (4) the Borrower delivers to the Collateral Trustee an Officers’ Certificate stating that all Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Financing Documents and that the Loan Parties are not required by any Financing Document to grant any Lien upon any property, then the first priority lien trust arising hereunder will terminate (subject to any reinstatement pursuant to Section 6.2), except that all provisions set forth in Section 7.8 that are enforceable by the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity) will remain enforceable in accordance with their terms. The parties further declare and covenant that the Trust Estate will be held and distributed by the Collateral Trustee subject to the further agreements herein.

Trust Estate. To secure the payment of the Obligations and in consideration of the premises and mutual agreements set forth in this Agreement, each Loan Credit Party hereby confirms the grant to the Collateral Trustee, and the Collateral Trustee hereby accepts and agrees to hold, in trust under this Agreement for the benefit of all current and future First-Lien Secured Parties, a security interest in and Lien on all of such Loan Credit Party’s right, title and interest in, to and under all Collateral now or hereafter granted to the Collateral Trustee under any Security Document for the benefit of the First-Lien Secured Parties, together with all of the Collateral Trustee’s right, title and interest in, to and under the Security Documents, and all interests, rights, powers and remedies of the Collateral Trustee thereunder or in respect thereof and all cash and non-cash proceeds thereof (collectively, the “Trust Estate”). The Collateral Trustee and its successors and assigns under this Agreement will hold the Trust Estate in trust for the benefit solely and exclusively of all current and future First-Lien Secured Parties as security for the payment of all present and future Obligations. Notwithstanding the foregoing, if at any time: (1) all Liens securing the Obligations have been released as provided in Section 5.1; (2) the Collateral Trustee holds no other property in trust as part of the Trust Estate; (3) no monetary obligation is outstanding and payable under this Agreement to the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity); and (4) the Borrower delivers to the Collateral Trustee an Officers’ Officer’s Certificate stating that all Obligations have been terminated, released or otherwise satisfied or collateralized in a manner satisfactory to the counterparty of such Obligation and the Liens of the Collateral Trustee are permitted to be released, or have been released released, in compliance with all applicable provisions of the Financing Documents and that the Loan Parties are not required by any Financing Document to grant any Lien upon any property, Documents; then the first first-priority lien trust arising hereunder will terminate (subject to any reinstatement pursuant to Section 6.2), except that all provisions set forth in Section 7.8 that are enforceable by the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity) will remain enforceable in accordance with their terms. The parties further declare and covenant that the Trust Estate will be held and distributed by the Collateral Trustee subject to the further agreements herein.

Trust Estate. To secure the payment of the Obligations and in consideration of the premises and mutual agreements set forth in this Agreement, each Loan Credit Party hereby confirms the grant to the Collateral Trustee, and the Collateral Trustee hereby accepts and agrees to hold, in trust under this Agreement for the benefit of all current and future First-Lien Secured Parties, a security interest in and Lien on all of such Loan Credit Party’s right, title and interest in, to and under all Collateral now or hereafter granted to the Collateral Trustee under any Security Document for the benefit of the First-Lien Secured Parties, together with all of the Collateral Trustee’s right, title and interest in, to and under the Security Documents, and all interests, rights, powers and remedies of the Collateral Trustee thereunder or in respect thereof and all cash and non-cash proceeds thereof (collectively, the “Trust Estate”). The Collateral Trustee and its successors and assigns under this Agreement will hold the Trust Estate in trust for the benefit solely and exclusively of all current and future First-Lien Secured Parties as security for the payment of all present and future Obligations. Notwithstanding the foregoing, if at any time: (1) all Liens securing the Obligations have been released as provided in Section 5.1; (2) the Collateral Trustee holds no other property in trust as part of the Trust Estate; (3) no monetary obligation is outstanding and payable under this Agreement to the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity); and (43) the Borrower delivers to the Collateral Trustee an Officers’ Officer’s Certificate stating that all Obligations have been terminated, released or otherwise satisfied or collateralized in a manner satisfactory to the counterparty of such Obligation and the Liens of the Collateral Trustee are permitted to be released, or have been released released, in compliance with all applicable provisions of the Financing Documents and that the Loan Parties are not required by any Financing Document to grant any Lien upon any property, Documents; then the first first-priority lien trust arising hereunder will terminate (subject to any reinstatement pursuant to Section 6.2), except that all provisions set forth in Section 7.8 that are enforceable by the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity) will remain enforceable in accordance with their terms. The parties further declare and covenant that the Trust Estate will be held and distributed by the Collateral Trustee subject to the further agreements herein.

Trust Estate. To secure (a) The Trustee may, and when required by the payment provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Trustee's interest in the same, in a manner and under circumstances that are not inconsistent with the provisions of this Indenture. No party relying upon an instrument executed by the Trustee as provided in this Article Twelve shall be bound to ascertain the Trustee's authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. (b) Upon the request of the Obligations Master Servicer accompanied by an Officer's Certificate and the other documents required by the Servicing Agreement for a Series, to the effect that a Mortgage Loan securing such Series has been the subject of a full prepayment or repurchase so as to become a prepaid Mortgage Loan, the Trustee shall release such Mortgage Loan including the related Loan Documents to the Master Servicer or its designees or assigns in consideration accordance with the recommendation of the premises Master Servicer. Upon Depositor Request accompanied by an Officer's Certificate of the Depositor to the effect that a GNMA Certificate, a Fred▇▇▇ ▇▇▇ Certificate, a Fann▇▇ ▇▇▇ ▇▇▇tificate or Other Mortgage Certificate has been the subject of a full prepayment so as to become a prepaid GNMA Certificate, a prepaid Fred▇▇▇ ▇▇▇ Certificate, a prepaid Fann▇▇ ▇▇▇ ▇▇▇tificate or a prepaid Other Mortgage Certificate, the Trustee shall promptly release such GNMA Certificate, Fred▇▇▇ ▇▇▇ Certificate, Fann▇▇ ▇▇▇ ▇▇▇tificate or Other Mortgage Certificate to the Depositor or its designees or assigns. (c) In any case in which a Mortgaged Premises is to be conveyed to a Person by a borrower, and mutual the Person is to enter into an assumption agreement or other equivalent agreement or agreements set forth as provided for in the Servicing Agreement for a Series that require the signature of the Trustee, the Master Servicer shall obtain such agreement or agreements and such other appropriate documents and deliver them to the Trustee for signature with a letter explaining the nature of such documents and why the Trustee's signature is required. With such letter, the Master Servicer shall deliver an Officer's Certificate as required by such Servicing Agreement. Upon receipt of such documents and an Officer's Certificate, the Trustee shall execute such documents. (d) Upon compliance with the terms of Section 3.11 relating to the substitution of a Substitute Mortgage Certificate in exchange for an Original Mortgage Certificate, the Trustee shall release to the Depositor or its designees or assigns (1) the Original Mortgage Certificate, (2) all Collateral Proceeds received by the Trustee on such Original Mortgage Certificate on the Due Date in the month of the Subsequent Delivery Date (and to be received the following month in the case of Fred▇▇▇ ▇▇▇ Certificates), (3) all amounts deposited in the Collateral Proceeds Account with the Trustee with respect to such Original Mortgage Certificate on the Subsequent Delivery Date and (4) any investment earnings on such Collateral Proceeds and such amounts deposited in the Collateral Proceeds Account. (e) The Trustee shall, at such time as there are no Bonds Outstanding for a Series, release the Trust Estate for such Series from the lien of this AgreementIndenture in accordance with Article Five. (f) The Trustee shall enter into an agreement to subordinate a Security Instrument related to a Mortgage Loan securing a Series of Bonds to a conservation easement or other easement created subsequent to the date of origination of the Mortgage Loan provided that: (i) the Master Servicer shall have consented to such subordination; (ii) the Loan-to-Value Ratio of the Mortgage Loan following the creation of such easement will not exceed the greater of the Loan-to-Value Ratio of the Mortgage Loan at the time of origination; (iii) the Trustee shall have received an opinion of counsel, each acceptable to the Trustee, that, under the laws of the state in which the related Mortgaged Premises is located, the Security Instrument held by the Trustee will continue to represent a first lien on the Mortgaged Premises, notwithstanding the execution of the agreement subordinating such Security Instrument to the easement; and (iv) the Trustee shall have received an Officer's Certificate of the Master Servicer of such Mortgage Loan Party hereby confirms certifying that the grant creation of such easement will not materially and adversely affect the marketability of title to the Mortgaged Premises. (g) Notwithstanding anything herein to the contrary, the Depositor shall be entitled to purchase a Defaulted Mortgage Loan upon payment to the Trustee for deposit to the Collateral Trustee, Proceeds Account of the lesser of (i) the Unpaid Principal Balance of the Defaulted Mortgage Loan plus accrued and unpaid interest thereon to the Collateral Trustee hereby accepts Payment Date following the date of the purchase and agrees to hold, in trust under this Agreement for (ii) [___%] of the benefit of all current and future Secured Parties, all Defaulted Mortgage Loan Value as determined by the Master Servicer of such Loan Party’s rightor an independent party selected by the Depositor with the approval of the Trustee. Upon receipt of the required payment, title and interest in, to and under all Collateral now or hereafter granted the Trustee shall release the Defaulted Mortgage Loan including the related Loan Documents to the Collateral Trustee under any Security Document for the benefit of the Secured Parties, together with all of the Collateral Trustee’s right, title and interest in, to and under the Security Documents, and all interests, rights, powers and remedies of the Collateral Trustee thereunder or in respect thereof and all cash and non-cash proceeds thereof (collectively, the “Trust Estate”). The Collateral Trustee and its successors and assigns under this Agreement will hold the Trust Estate in trust for the benefit solely and exclusively of all current and future Secured Parties as security for the payment of all present and future Obligations. Notwithstanding the foregoing, if at any time: (1) all Liens securing the Obligations have been released as provided in Section 5.1; (2) the Collateral Trustee holds no other property in trust as part of the Trust Estate; (3) no monetary obligation is outstanding and payable under this Agreement to the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity); and (4) the Borrower delivers to the Collateral Trustee an Officers’ Certificate stating that all Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Financing Documents and that the Loan Parties are not required by any Financing Document to grant any Lien upon any property, then the first priority lien trust arising hereunder will terminate (subject to any reinstatement pursuant to Section 6.2), except that all provisions set forth in Section 7.8 that are enforceable by the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity) will remain enforceable in accordance with their terms. The parties further declare and covenant that the Trust Estate will be held and distributed by the Collateral Trustee subject to the further agreements hereinDepositor.

Trust Estate. To secure (a) The Trustee may, and when required by the payment provisions of this Standard Provisions Indenture shall, execute instruments to release property from the lien of this Standard Provisions Indenture, or convey the Trustee's interest in the same, in a manner and under circumstances which are not inconsistent with the provisions of this Standard Provisions Indenture. No party relying upon an instrument executed by the Trustee as provided in this Article Twelve shall be bound to ascertain the Trustee's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys. (b) Upon the request of the Obligations Servicer accompanied by an officers' certificate and such other documents as required by the Servicing Agreement for a Series, to the effect that a Pledged Loan securing such Series has been the subject of a full prepayment so as to become a prepaid Pledged Loan and stating the fair value thereof, the Trustee shall release such Pledged Loan including the related Loan Documents to the Servicer or its designees or assigns in consideration accordance with the recommendation of the premises and mutual agreements set forth in this AgreementServicer. Subject to Section 13.05, each Loan Party hereby confirms upon the grant Issuer's Request accompanied by an officers' certificate of the Issuer pursuant to Section 12.02(d)(3), Section 12.03(d)(3), Section 12.04(d)(3), Section 12.05(d)(3) or Section 12.06(d)(3), or upon the Issuer's Request accompanied by an Officers' Certificate of the Issuer to the effect that a GNMA Certificate, a ▇▇▇▇▇▇▇ Mac PC, a FNMA MBS or an Other Mortgage Certificate has been the subject of a full prepayment so as to become a prepaid GNMA Certificate, a prepaid ▇▇▇▇▇▇▇ Mac PC, a prepaid FNMA MBS or a prepaid Other Mortgage Certificate and stating the fair value thereof, the Trustee shall promptly release such GNMA Certificate, ▇▇▇▇▇▇▇ Mac PC, FNMA MDS or other Mortgage Certificate or such excess funds in the Supplemental Debt Service Fund, the Buy-Down Fund, the Reserve Fund, the Overcollateralization Fund or the Other Funds to the Issuer or its designees or assigns. However, in the event the amount of the Mortgage Collateral Trusteereleased from the lien of the Standard Provisions Indenture for such Series for the then current calendar year equals or exceeds 10% of the aggregate principal amount of the Bonds of such Series then Outstanding, a certificate shall be provided by an Independent appraiser or other expert stating the fair value of such Mortgage Collateral. (c) In any case in which a Mortgaged Property is to be conveyed to a Person by a borrower, and the Collateral Trustee hereby accepts and agrees Person is to hold, enter into an assumption agreement or other equivalent agreement or agreements as provided for in trust under this the Servicing Agreement for a Series which require the benefit signature of all current the Trustee, the Servicer shall obtain from the Servicer such agreement or agreements and future Secured Parties, all such other appropriate documents and deliver them to the Trustee for signature with a letter explaining the nature of such Loan Party’s rightdocuments and the reason or reasons why the Trustee's signature is required. With such letter, title and interest inthe Servicer shall deliver an officers' certificate as required by such Servicing Agreement. (d) Upon compliance with the terms of Section 3.10 relating to the substitution of an item of Substitute Mortgage Collateral in exchange for an item of Original Mortgage Collateral or Substitute Mortgage Collateral, the Trustee shall release to and under the Issuer or its designees or assigns (1) the item of Original Mortgage Collateral or Substitute Mortgage Collateral, (2) all Collateral now Proceeds received by the Trustee on such item of Original Mortgage Collateral or hereafter granted Substitute Mortgage Collateral on the Due Date prior to the Subsequent Delivery Date, (3) all amounts deposited in the Collection Account with the Trustee with respect to such item of Original Mortgage Collateral Trustee under or Substitute Mortgage Collateral on the Delivery Date, (4) any Security Document for investment earnings on such Collateral Proceeds and such amounts deposited in the benefit of the Secured Parties, together with all of the Collateral Trustee’s right, title and interest in, to and under the Security DocumentsCollection Account, and all interests(5) amounts on deposit in any funds or accounts hereunder relating to such item of Original Mortgage Collateral or Substitute Mortgage Collateral. (e) The Trustee shall, rightsat such time as there are no Bonds Outstanding for a Series, powers and remedies of the Collateral Trustee thereunder or in respect thereof and all cash and non-cash proceeds thereof (collectively, the “Trust Estate”). The Collateral Trustee and its successors and assigns under this Agreement will hold release the Trust Estate in trust for such Series for the benefit solely and exclusively lien of all current and future Secured Parties as security for the payment of all present and future Obligations. Notwithstanding the foregoing, if at any time: (1) all Liens securing the Obligations have been released as provided in Section 5.1; (2) the Collateral Trustee holds no other property in trust as part of the Trust Estate; (3) no monetary obligation is outstanding and payable under this Agreement to the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity); and (4) the Borrower delivers to the Collateral Trustee an Officers’ Certificate stating that all Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Financing Documents and that the Loan Parties are not required by any Financing Document to grant any Lien upon any property, then the first priority lien trust arising hereunder will terminate (subject to any reinstatement pursuant to Section 6.2), except that all provisions set forth in Section 7.8 that are enforceable by the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity) will remain enforceable Standard Provisions Indenture in accordance with their terms. The parties further declare Article Five and covenant that deliver the Trust Estate to the Issuer. (f) Upon the Issuer's Request, accompanied by an Officers' Certificate of the Issuer (i) to the effect that, as of the Payment Date immediately preceding the date of such Officers' Certificate (or, if prior to the first Payment Date, as of the Issue Date), the Aggregate Outstanding Bond Value of the Mortgage Collateral securing the Series exceeds the unpaid principal amount of the Bonds of such Series, (ii) requesting a release of an amount of such Mortgage Collateral or cash not exceeding such excess, and representing that each Rating Agency rating the Bonds of such Series has confirmed that the release of such Mortgage Collateral or cash will not result in lowering of the then rating of such Bonds, (iii) and stating the fair value of such Mortgage Collateral, the Trustee shall on the next succeeding Payment Date release from the lien of this Standard Provisions Indenture such Mortgage Collateral or cash or portions thereof; provided, however, that in the event the amount of the Mortgage Collateral released from the lien of the Standard Provisions Indenture for the then current calendar year equals or exceeds 10% of the aggregate principal amount of the Bonds of such Series then Outstanding, a certificate shall be held and distributed provided by an Independent appraiser or other expert stating the fair value of such Mortgage Collateral. The Officers' Certificate provided by the Collateral Trustee subject Issuer in this Section 12.12(f) shall be accompanied by a certificate of the firm of Independent certified public accountants reporting on the financial statements of the Issuer for its immediately preceding fiscal year certifying as to the further agreements hereinamount of the excess.

Trust Estate. To secure the payment of the Obligations and in consideration of the premises and mutual agreements set forth in this Agreement, each Loan Party The Issuer hereby confirms the grant Grants to the Collateral Indenture Trustee, and the Collateral Trustee hereby accepts and agrees to hold, in trust under this Agreement for the benefit of all current and future Secured Parties, the Holders of the Notes all of such Loan Party’s the Issuer's right, title and interest in(but none of its obligations) in and to (a) each and every Receivable listed as a Series 1998-1 Receivable on the Schedule of Receivables attached hereto as Schedule I and all monies paid or payable thereon or in respect thereof after the Cutoff Date (including amounts due on or before the Cutoff Date but received by HAFC, the Seller, the Master Servicer or the Issuer after the Cutoff Date); (b) an assignment of the security interests in the related Financed Vehicles granted by Obligors pursuant to such Series 1998-1 Receivables and any other interest of the Issuer in the related Financed Vehicles; c all rights of HAFC against Dealers pursuant to Dealer Agreements or Dealer Assignments related to such Series 1998-1 Receivables; (d) any proceeds and the right to receive proceeds with respect to such Series 1998-1 Receivables repurchased by a Dealer, pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) any proceeds and the right to receive proceeds with respect to such Series 1998-1 Receivables from claims on any physical damage, credit life or disability insurance policies covering the related Financed Vehicles or Obligors including rebates of insurance premiums relating to such Series 1998-1 Receivables; (g) all Collateral now or hereafter granted funds on deposit from time to time in the Series 1998-1 Trust Accounts (including all investments and proceeds thereof from time to time allocable to the Collateral Series 1998-1 Reserve Account, but excluding all investments and proceeds thereof allocable to the other Series 1998-1 Trust Accounts or allocable to the Master Collection Account); (h) all rights of the Seller in and to the Purchase Agreement and the Purchase Agreement Supplement or Purchase Agreement Supplements related to Series 1998-1, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFC under the Purchase Agreement and such Purchase Agreement Supplement, or Purchase Agreement Supplements; (i) all property (including the right to receive future Net Liquidation Proceeds) that secures such Series 1998-1 Receivables and that has been acquired by or on behalf of the Issuer pursuant to liquidation of such Series 1998-1 Receivables; (j) all items contained in the Receivable Files with respect such Series 1998-1 Receivables and any and all other documents that the Master Servicer or HAFC keeps on file in accordance with its customary procedures relating to such Series 1998-1 Receivables, or the related Financed Vehicles or Obligors; (k) the Master Sale and Servicing Agreement and the Transfer Agreement or Transfer Agreements related to Series 1998-1 (including all rights of the Seller under the Purchase Agreement and the related Purchase Agreement Supplement or Purchase Agreement Supplements, assigned to the Issuer pursuant to the Master Sale and Servicing Agreement and the related Transfer Agreement or Transfer Agreements); (l) one share of the Preferred Stock of the Seller; (m) all rights of the Issuer in and to the Interest Rate Cap, including all proceeds and the right to receive proceeds with respect thereto; and (n) all present and future claims, demands, causes and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the "Series 1998-1 Trust Estate"). The foregoing Grant is made in trust to the Indenture Trustee under any Security Document for the benefit of the Secured Parties, together with all Holders of the Collateral Trustee’s rightNotes. The Indenture Trustee hereby acknowledges such Grant, title and interest in, to and accepts the trusts under the Security Documents, Indenture and all interests, rights, powers and remedies of this Series 1998-1 Supplement in accordance with the Collateral Trustee thereunder or in respect thereof and all cash and non-cash proceeds thereof (collectively, the “Trust Estate”). The Collateral Trustee and its successors and assigns under this Agreement will hold the Trust Estate in trust for the benefit solely and exclusively of all current and future Secured Parties as security for the payment of all present and future Obligations. Notwithstanding the foregoing, if at any time: (1) all Liens securing the Obligations have been released as provided in Section 5.1; (2) the Collateral Trustee holds no other property in trust as part of the Trust Estate; (3) no monetary obligation is outstanding and payable under this Agreement to the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity); and (4) the Borrower delivers to the Collateral Trustee an Officers’ Certificate stating that all Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Financing Documents Indenture and that this Series 1998-1 Supplement and agrees to perform its duties required in the Loan Parties are not required by any Financing Document to grant any Lien upon any property, then the first priority lien trust arising hereunder will terminate (subject to any reinstatement pursuant to Section 6.2), except that all provisions set forth Indenture and in Section 7.8 that are enforceable by the Collateral Trustee or any of its cothis Series 1998-trustees or agents (whether in an individual or representative capacity) will remain enforceable 1 Supplement in accordance with their terms. The parties further declare the provisions hereof and covenant of the Indenture to the best of its ability to the end that the Trust Estate will interests of such parties, recognizing the priorities of their respective interests may be held adequately and distributed by the Collateral Trustee subject to the further agreements hereineffectively protected.

Trust Estate. To secure (a) The power to effect the payment sale of the Obligations Trust Estate pursuant to Section 6.3 hereof shall continue unimpaired until all the Trust Estate shall have been sold or all amounts payable on the Notes shall have been paid or losses allocated thereto and borne thereby. The Indenture Trustee may from time to time, upon directions in consideration accordance with Section 6.12 hereof, postpone any public sale by public announcement made at the time and place of such sale. (b) Unless required by applicable law, the Indenture Trustee shall not sell to a third party the Trust Estate, or any portion thereof except as permitted under Section 6.3(d) hereof. (c) In connection with a sale of the premises Trust Estate: (i) any one or more Noteholders may bid for and mutual agreements set forth purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder may, in this Agreementpaying the purchase money therefor, each Loan Party hereby confirms deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the grant to amount that shall, upon distribution of the Collateral Trusteenet proceeds of such sale, be payable thereon, and the Collateral Trustee hereby accepts and agrees to holdNotes, in trust under this Agreement for case the benefit of all current and future Secured Partiesamounts so payable thereon shall be less than the amount due thereon, all of such Loan Party’s right, title and interest in, to and under all Collateral now or hereafter granted shall be returned to the Collateral Noteholders after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee under shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Issuer’s interest in the Trust Estate without recourse, representation or warranty in any Security Document for the benefit portion of the Secured Parties, together with all of the Collateral Trustee’s right, title and interest in, to and under the Security Documents, and all interests, rights, powers and remedies of the Collateral Trustee thereunder or in respect thereof and all cash and non-cash proceeds thereof (collectively, the “Trust Estate”). The Collateral Trustee and its successors and assigns under this Agreement will hold the Trust Estate in trust for the benefit solely and exclusively of all current and future Secured Parties as security for the payment of all present and future Obligations. Notwithstanding the foregoing, if at any time: (1) all Liens securing the Obligations have been released as provided in Section 5.1connection with a sale thereof; (2iii) the Collateral Indenture Trustee holds no other property is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s interest in trust as part any portion of the Trust EstateEstate in connection with a sale thereof, and to take all action necessary to effect such sale; (3iv) no monetary obligation is outstanding and payable under this Agreement purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the Collateral Trustee or application of any of its co-trustees or agents (whether in an individual or representative capacity)moneys; and (4v) the Borrower delivers to the Collateral Trustee an Officers’ Certificate stating that all Liens method, manner, time, place and terms of any sale of the Collateral Trustee have been released in compliance with all applicable provisions of the Financing Documents and that the Loan Parties are not required by any Financing Document to grant any Lien upon any property, then the first priority lien trust arising hereunder will terminate Trust Estate shall be commercially reasonable; and (subject to any reinstatement pursuant to Section 6.2), vi) except that all provisions as set forth in Section 7.8 that are enforceable 5.3(b)(iv), none of Silverleaf or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Collateral Indenture Trustee or any of its co-trustees or agents (whether in an individual or representative capacity) will remain enforceable in accordance with their terms. The parties further declare and covenant that the Trust Estate will be held and distributed by the Collateral Trustee subject pursuant to the further agreements hereinSection 6.16(c)(i).

Trust Estate. To secure a. The power to effect the payment sale of the Obligations Trust Estate pursuant to Section 6.3 hereof shall continue unimpaired until all the Trust Estate shall have been sold or all amounts payable on the Notes shall have been paid or losses allocated thereto and borne thereby. The Indenture Trustee may from time to time, upon directions in consideration accordance with Section 6.12 hereof, postpone any public sale by public announcement made at the time and place of such sale. b. Unless required by applicable law, the Indenture Trustee shall not sell to a third party the Trust Estate, or any portion thereof except as permitted under Section 6.3(d) hereof. c. In connection with a sale of the premises Trust Estate: i. any one or more Noteholders may bid for and mutual agreements set forth purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder may, in this Agreementpaying the purchase money therefor, each Loan Party hereby confirms deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the grant to amount that shall, upon distribution of the Collateral Trusteenet proceeds of such sale, be payable thereon, and the Collateral Trustee hereby accepts and agrees to holdNotes, in trust under this Agreement for case the benefit of all current and future Secured Partiesamounts so payable thereon shall be less than the amount due thereon, all of such Loan Party’s right, title and interest in, to and under all Collateral now or hereafter granted shall be returned to the Collateral Noteholders after being appropriately stamped to show such partial payment; ii. the Indenture Trustee under shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Issuer's interest in the Trust Estate without recourse, representation or warranty in any Security Document for the benefit portion of the Secured Parties, together with all of the Collateral Trustee’s right, title and interest in, to and under the Security Documents, and all interests, rights, powers and remedies of the Collateral Trustee thereunder or in respect thereof and all cash and non-cash proceeds thereof (collectively, the “Trust Estate”). The Collateral Trustee and its successors and assigns under this Agreement will hold the Trust Estate in trust for the benefit solely and exclusively of all current and future Secured Parties as security for the payment of all present and future Obligations. Notwithstanding the foregoing, if at any time: (1) all Liens securing the Obligations have been released as provided in Section 5.1connection with a sale thereof; (2) iii. the Collateral Indenture Trustee holds no other property is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer's interest in trust as part any portion of the Trust EstateEstate in connection with a sale thereof, and to take all action necessary to effect such sale; (3) iv. no monetary obligation is outstanding and payable under this Agreement purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee's authority, inquire into the satisfaction of any conditions precedent or see to the Collateral Trustee or application of any of its co-trustees or agents (whether in an individual or representative capacity)moneys; and (4) v. the Borrower delivers to the Collateral Trustee an Officers’ Certificate stating that all Liens method, manner, time, place and terms of any sale of the Collateral Trustee have been released in compliance with all applicable provisions of the Financing Documents and that the Loan Parties are not required by any Financing Document to grant any Lien upon any property, then the first priority lien trust arising hereunder will terminate (subject to any reinstatement pursuant to Section 6.2), Trust Estate shall be commercially reasonable; and vi. except that all provisions as set forth in Section 7.8 that are enforceable 5.3(b)(iv), none of Silverleaf or its Affiliates may bid for and purchase the Timeshare Loans offered for sale by the Collateral Indenture Trustee or any of its co-trustees or agents (whether in an individual or representative capacity) will remain enforceable in accordance with their terms. The parties further declare and covenant that the Trust Estate will be held and distributed by the Collateral Trustee subject pursuant to the further agreements hereinSection 6.16(c)(i).