EQUITY SECURITIES TO THE TRUSTEE HEREUNDER, FILING
OR CAUSING THE FILING OF A UCC FINANCING STATEMENT THAT ENCOMPASSES SUCH LOANS,
PARTICIPATIONS OR PREFERRED EQUITY SECURITIES, AS APPLICABLE, WITH THE RECORDER
OF DEEDS OF THE DISTRICT OF COLUMBIA AND SUCH OTHER OFFICES AS APPLICABLE.
(B)
THE ISSUER HEREBY AUTHORIZES THE FILING OF UCC FINANCING STATEMENTS
DESCRIBING AS THE COLLATERAL COVERED THEREBY "ALL OF THE DEBTOR'S PERSONAL
PROPERTY AND ASSETS," OR WORDS TO THAT EFFECT, NOTWITHSTANDING THAT SUCH WORDING
MAY BE BROADER IN SCOPE THAN THE ASSETS DESCRIBED IN THIS INDENTURE.
(C)
WITHOUT LIMITING THE FOREGOING, THE ISSUER AND THE TRUSTEE ON BEHALF OF
THE BANK AGREE, AND THE BANK SHALL CAUSE THE CUSTODIAL SECURITIES INTERMEDIARY,
TO TAKE SUCH DIFFERENT OR ADDITIONAL ACTION AS THE TRUSTEE MAY REASONABLY
REQUEST IN ORDER TO MAINTAIN THE PERFECTION AND PRIORITY OF THE SECURITY
INTEREST OF THE TRUSTEE IN THE EVENT OF ANY CHANGE IN APPLICABLE LAW OR
REGULATION, INCLUDING ARTICLES 8 AND 9 OF THE UCC AND TREASURY REGULATIONS
GOVERNING TRANSFERS OF INTERESTS IN GOVERNMENT ITEMS (IT BEING UNDERSTOOD THAT
THE TRUSTEE SHALL BE ENTITLED TO RELY UPON AN OPINION OF COUNSEL, INCLUDING AN
OPINION OF COUNSEL DELIVERED IN ACCORDANCE WITH SECTION 3.1(D), AS TO THE NEED
TO FILE ANY FINANCING STATEMENTS OR CONTINUATION STATEMENTS, THE DATES BY WHICH
SUCH FILINGS ARE REQUIRED TO BE MADE AND THE JURISDICTIONS IN WHICH SUCH FILINGS
ARE REQUIRED TO BE MADE).
(D)
WITHOUT LIMITING ANY OF THE FOREGOING,
(I)
IN CONNECTION WITH EACH GRANT OF A COLLATERAL DEBT SECURITY
HEREUNDER, THE ISSUER SHALL DELIVER (OR CAUSE TO BE DELIVERED BY THE APPLICABLE
SELLER) TO THE CUSTODIAL SECURITIES INTERMEDIARY (A) THE ORIGINAL OF ANY NOTE
(OR A COPY OF SUCH NOTE TOGETHER WITH A LOST NOTE AFFIDAVIT), CERTIFICATE OR
OTHER INSTRUMENT CONSTITUTING OR EVIDENCING SUCH COLLATERAL DEBT SECURITY AND
ANY OTHER UNDERLYING INSTRUMENT RELATED TO SUCH COLLATERAL DEBT SECURITY THE
DELIVERY OF WHICH IS NECESSARY IN ORDER TO PERFECT THE SECURITY INTEREST OF THE
TRUSTEE IN SUCH COLLATERAL DEBT SECURITY GRANTED PURSUANT TO THIS INDENTURE AND
(B) COPIES OF THE OTHER UNDERLYING INSTRUMENTS THEN IN POSSESSION OF THE ISSUER;
(II)
FROM TIME TO TIME UPON THE REQUEST OF THE TRUSTEE OR COLLATERAL
MANAGER, THE ISSUER SHALL DELIVER (OR CAUSE TO BE DELIVERED) TO THE CUSTODIAL
SECURITIES INTERMEDIARY ANY UNDERLYING INSTRUMENT IN THE POSSESSION OF THE
ISSUER AND NOT PREVIOUSLY DELIVERED
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HEREUNDER (INCLUDING ORIGINALS OF UNDERLYING INSTRUMENTS NOT PREVIOUSLY REQUIRED
TO BE DELIVERED AS ORIGINALS) AND AS TO WHICH THE TRUSTEE OR COLLATERAL MANAGER,
AS APPLICABLE, SHALL HAVE REASONABLY DETERMINED TO BE NECESSARY OR APPROPRIATE
FOR THE ADMINISTRATION OF SUCH COLLATERAL DEBT SECURITY HEREUNDER OR UNDER THE
COLLATERAL MANAGEMENT AGREEMENT OR FOR THE PROTECTION OF THE SECURITY INTEREST
OF THE TRUSTEE UNDER THIS INDENTURE;
(III)
IN CONNECTION WITH ANY DELIVERY OF DOCUMENTS TO THE CUSTODIAL
SECURITIES INTERMEDIARY PURSUANT TO CLAUSES (I) AND (II) ABOVE, THE TRUSTEE
SHALL DELIVER TO THE COLLATERAL MANAGER, ON BEHALF OF THE ISSUER, A TRUST
RECEIPT IN THE FORM OF EXHIBIT K ACKNOWLEDGING THE