Common use of Representations and Warranties of the Grantor Clause in Contracts

Representations and Warranties of the Grantor. The Grantor hereby represents and warrants to the Grantor Trust Trustee that: (a) The Grantor has been duly organized and is validly existing as a statutory trust in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted and had at all relevant times, and now has, power, authority and legal right to acquire and own the Receivables and related Contracts contemplated to be transferred to the Trust pursuant to the Receivables Contribution Agreement. (b) The Grantor is duly qualified to do business as a foreign entity in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications except where the failure to qualify could not reasonably be expected to result in a Material Adverse Effect or where such license or approval has been applied for. (c) The Grantor has the power and authority to execute and deliver this Agreement and any other Transaction Document to which the Grantor is a party and to carry out its terms, the Grantor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust as part of the Grantor Trust Collateral and the Grantor has duly authorized such sale and assignment to the Trust by all necessary statutory trust action; and the execution, delivery and performance of this Agreement have been duly authorized by the Grantor by all necessary statutory trust action. (d) This Agreement, when duly executed and delivered, shall constitute legal, valid and binding obligation of the Grantor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, receivership, conservatorship, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (e) The consummation of the transactions contemplated by this Agreement and any other Transaction Document to which the Grantor is a party, and the fulfillment of the terms of this Agreement and any other Transaction Document to which the Grantor is a party do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the Grantor’s Formation Documents or any Contractual Obligation of the Grantor, (ii) result in the creation or imposition of any Lien upon any of the Grantor’s properties pursuant to the terms of any such Formation Documents or Contractual Obligation, other than this Agreement, or (iii) to the best of the Grantor’s knowledge, violate any Applicable Law.

Representations and Warranties of the Grantor. The Grantor hereby represents and warrants to the Grantor Trust Trustee that: (a) The Grantor has been duly organized and is validly existing as a statutory trust in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted and had at all relevant times, and now has, power, authority and legal right to acquire and own the Receivables and related Contracts contemplated to be transferred to the Trust pursuant to the Receivables Contribution Agreement. (b) The Grantor is duly qualified to do business as a foreign entity in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications except where the failure to qualify could not reasonably be expected to result in a Material Adverse Effect or where such license or approval has been applied for. (c) The Grantor has the power and authority to execute and deliver this Agreement and any other Transaction Document to which the Grantor is a party and to carry out its terms, the Grantor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust as part of the Grantor Trust Collateral and the Grantor has duly authorized such sale and assignment to the Trust by all necessary statutory trust action; and the execution, delivery and performance of this Agreement have been duly authorized by the Grantor by all necessary statutory trust action. (d) This Agreement, when duly executed and delivered, shall constitute legal, valid and binding obligation of the Grantor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, receivership, conservatorship, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (e) The consummation of the transactions contemplated by this Agreement and any other Transaction Document to which the Grantor is a party, and the fulfillment of the terms of this Agreement and any other Transaction Document to which the Grantor is a party do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the Grantor’s Formation Documents or any Contractual Obligation of the Grantor, (ii) result in the creation or imposition of any Lien upon any of the Grantor’s properties pursuant to the terms of any such Formation Documents or Contractual Obligation, other than this Agreement, or (iii) to the best of the Grantor’s knowledge, violate any Applicable Law.

Representations and Warranties of the Grantor. The Grantor hereby represents --------------------------------------------- and warrants to the Grantor Trust Trustee Grantee that: : (a) The the Grantor has been is a corporation duly organized and is organized, validly existing as a statutory trust and in good standing under the laws of the State of Delaware, with Delaware and has the requisite corporate power and authority to own its properties enter into and to conduct its business as such properties are presently owned and such business is presently conducted and had at all relevant times, and now has, power, authority and legal right to acquire and own the Receivables and related Contracts contemplated to be transferred to the Trust pursuant to the Receivables Contribution perform this Agreement. ; (b) The Grantor is duly qualified to do business as a foreign entity in good standing, the execution and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications except where the failure to qualify could not reasonably be expected to result in a Material Adverse Effect or where such license or approval has been applied for. (c) The Grantor has the power and authority to execute and deliver this Agreement and any other Transaction Document to which the Grantor is a party and to carry out its terms, the Grantor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust as part of the Grantor Trust Collateral and the Grantor has duly authorized such sale and assignment to the Trust by all necessary statutory trust action; and the execution, delivery and performance of this Agreement by the Grantor and the consummation by it of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Grantor by all necessary statutory trust action. (d) This Agreement, when and this Agreement has been duly executed and delivered, shall constitute legal, delivered by a duly authorized officer of the Grantor and constitutes a valid and binding obligation of the Grantor Grantor, enforceable in accordance with its terms, except as enforceability may be limited by subject to bankruptcy, receivership, conservatorship, insolvency, reorganization fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; (c) the Grantor has taken all necessary corporate action to authorize and reserve the Shares issuable upon exercise of the Option and the Shares, when issued and delivered by the Grantor upon exercise of the Option, will be duly authorized, validly issued, fully paid and non-assessable and free of any lien, security interest or other similar laws affecting adverse claim and free of any preemptive rights; (d) except as otherwise required by the enforcement HSR Act, the execution and delivery of creditors’ rights in general this Agreement by the Grantor and the consummation by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (e) The consummation it of the transactions contemplated by this Agreement and any other Transaction Document to which the Grantor is a party, and the fulfillment of the terms of this Agreement and any other Transaction Document to which the Grantor is a party hereby do not (i) conflict withrequire the consent, waiver, approval or authorization of or any filing with any person or public authority and will not violate, require a consent or waiver under, result in any a breach of or the acceleration of any of the terms and provisions ofobligation under, or constitute (with or without notice or lapse of time) a default under, any provision of any charter or by-law, indenture, mortgage, lien, lease, agreement, contract, instrument, order, law, rule, regulation, stock market rule, judgment, ordinance, decree or restriction by which the Grantor’s Formation Documents Grantor or any Contractual Obligation of the Grantor, (ii) result in the creation its subsidiaries or imposition of any Lien upon any of their respective properties or assets is bound; and (e) no "fair price", "moratorium", "control share acquisition" or other form of anti-takeover statute or regulation is or shall be applicable to the Grantor’s properties acquisition of Shares pursuant to the terms of any such Formation Documents or Contractual Obligation, other than this Agreement, or (iii) to the best of the Grantor’s knowledge, violate any Applicable Law.

Representations and Warranties of the Grantor. The Grantor hereby represents and warrants to the Grantor Trust Trustee thatCollateral Agent and each Secured Party as follows as of the date hereof and each Series Closing Date: (a) The execution, delivery and performance by the Grantor of this Agreement (i) is within the Grantor’s limited liability company powers and has been duly organized authorized by all necessary limited liability company action, (ii) requires no action by or in respect of, or filing with, any Governmental Authority which has not been obtained and is validly existing as (iii) does not contravene, or constitute a statutory trust default under, any Requirements of Law with respect to the Grantor or any Contractual Obligation with respect to the Grantor or result in good standing under the laws creation or imposition of any Lien on any property of the State Grantor, except for Liens created by this Agreement. This Agreement has been executed and delivered by a duly authorized officer of Delaware, with power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted and had at all relevant times, and now has, power, authority and legal right to acquire and own the Receivables and related Contracts contemplated to be transferred to the Trust pursuant to the Receivables Contribution AgreementGrantor. (b) The No consent, action by or in respect of, approval or other authorization of, or registration, declaration or filing with, any Governmental Authority or other Person is required for the valid execution and delivery by the Grantor is duly qualified to do business as a foreign entity in good standingof this Agreement or for the performance of any of the Grantor’s obligations hereunder other than such consents, and has obtained all necessary licenses and approvals, in all jurisdictions in which authorizations, registrations, declarations or filings as shall have been obtained by ZVF prior to the ownership or lease of property or the conduct of its business requires such qualifications except where the failure to qualify could not reasonably be expected to result in a Material Adverse Effect or where such license or approval has been applied fordate hereof. (c) The Grantor has the power and authority to execute and deliver this This Agreement and any other Transaction Document to which the Grantor is a party and to carry out its terms, the Grantor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust as part of the Grantor Trust Collateral and the Grantor has duly authorized such sale and assignment to the Trust by all necessary statutory trust action; and the execution, delivery and performance of this Agreement have been duly authorized by the Grantor by all necessary statutory trust action. (d) This Agreement, when duly executed and delivered, shall constitute legal, valid and binding obligation of the Grantor enforceable against the Grantor in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing). (d) The Grantor owns and has good and marketable title to the Vehicle Collateral, free and clear of all Liens other than Permitted Liens. This Agreement constitutes a valid and continuing Lien on the Vehicle Collateral in favor of the Collateral Agent on behalf of the applicable Secured Party, which Lien has been perfected and is prior to all other Liens (other than Permitted Liens) and is enforceable as such as against creditors of and purchasers from the Grantor in accordance with its terms, except as such enforceability may be limited by bankruptcy, receivership, conservatorship, insolvency, reorganization or fraudulent conveyance, reorganization, moratorium and other similar laws affecting the enforcement of creditors’ rights in general and generally or by general principles of equityequitable principles, regardless of whether such enforceability is considered in a proceeding at law or in equity or at lawand by an implied covenant of good faith and fair dealing. (e) The consummation Other than the security interest granted to the Collateral Agent hereunder, the Grantor has not pledged, assigned, sold or granted a security interest in the Vehicle Collateral. All action necessary to protect and perfect the Collateral Agent’s security interest in the Vehicle Collateral has been duly and effectively taken. No security agreement, financing statement, equivalent security or lien instrument or continuation statement listing the Grantor as debtor covering all or any part of the transactions contemplated Vehicle Collateral is on file or of record in any jurisdiction, except such as may have been filed, recorded or made by the Grantor in favor of the Collateral Agent in connection with this Agreement and any other Transaction Document to which or the Grantor is a partyTrustee in connection with the Indenture, and the fulfillment Grantor has not authorized any such filing. (f) Its legal name is on the signature pages hereto and its location within the meaning of Section 9-307 of the terms applicable UCC is the State of this Agreement and any other Transaction Document to which Delaware. It will not change its name or the Grantor is a party do not (i) conflict with, result in any breach jurisdiction of any of the terms and provisions of, or constitute (with or its organization without 45 days prior written notice or lapse of time) a default under, the Grantor’s Formation Documents or any Contractual Obligation of the Grantor, (ii) result in the creation or imposition of any Lien upon any of the Grantor’s properties pursuant to the terms of any such Formation Documents or Contractual Obligation, other than this Agreement, or (iii) to the best of the Grantor’s knowledge, violate any Applicable LawCollateral Agent.

Representations and Warranties of the Grantor. The Grantor hereby represents and warrants to the Grantor Trust Trustee that: Grantee that (a) The the Grantor has been is a corporation duly organized and is organized, validly existing as a statutory trust and in good standing under the laws of the State Commonwealth of Delaware, with Pennsylvania and has the requisite corporate power and authority to own its properties enter into and to conduct its business as such properties are presently owned and such business is presently conducted and had at all relevant times, and now has, power, authority and legal right to acquire and own the Receivables and related Contracts contemplated to be transferred to the Trust pursuant to the Receivables Contribution perform this Agreement. ; (b) The Grantor is duly qualified to do business as a foreign entity in good standing, the execution and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications except where the failure to qualify could not reasonably be expected to result in a Material Adverse Effect or where such license or approval has been applied for. (c) The Grantor has the power and authority to execute and deliver this Agreement and any other Transaction Document to which the Grantor is a party and to carry out its terms, the Grantor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust as part of the Grantor Trust Collateral and the Grantor has duly authorized such sale and assignment to the Trust by all necessary statutory trust action; and the execution, delivery and performance of this Agreement by the Grantor and the consummation by it of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Grantor by all necessary statutory trust action. (d) This Agreement, when and this Agreement has been duly executed and delivered, shall constitute legal, delivered by a duly authorized officer of the Grantor and constitutes a valid and binding obligation of the Grantor Grantor, enforceable in accordance with its terms, except as enforceability may be limited by subject to bankruptcy, receivership, conservatorship, insolvency, reorganization or other fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; (c) the enforcement of creditors’ rights in general Grantor has taken all necessary corporate action to authorize and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (e) The consummation reserve the Shares issuable upon exercise of the transactions contemplated Option and the Shares, when issued and delivered by this Agreement and any other Transaction Document to which the Grantor is a party, and the fulfillment upon exercise of the terms Option, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights; (d) except as otherwise required by the HSR Act and other than any filings required under the blue sky laws of any states or by the Nasdaq, the execution and delivery of this Agreement and any other Transaction Document to which by the Grantor is a party and the issuance of Shares upon exercise of the Option do not (i) conflict withrequire the consent, waiver, approval or authorization of or any filing with any person or public authority and will not violate, result in any a breach of or the acceleration of any of the terms and provisions ofobligation under, or constitute (with or without notice or lapse of time) a default under, any provision of any charter or bylaw, indenture, mortgage, lien, lease, agreement, contract, instrument, order, law, rule, regulation, judgment, ordinance, or decree, or restriction by which the Grantor’s Formation Documents Grantor or any Contractual Obligation of its subsidiaries or any of their respective properties or assets is bound; and (e) other than the "shareholder constituency" provision of Section 1715 of the GrantorPennsylvania Business Corporation Law (the "PBCL"), no "fair price", "moratorium", "control share acquisition" or other form of antitakeover statute or regulation (ii) result including, without limitation, the restrictions on acquisitions of corporate control set forth in the creation or imposition of any Lien upon any Section 1715 of the Grantor’s properties PBCL) is or shall be applicable to the acquisition of Shares pursuant to this Agreement (and the terms Board of any such Formation Documents or Contractual Obligation, other than this Agreement, or (iii) Directors of Grantor has taken all action to approve the acquisition of the Shares to the best of the Grantor’s knowledge, violate any Applicable Lawextent necessary to avoid such application).

Representations and Warranties of the Grantor. The Grantor hereby represents and warrants to the Grantor Trust Trustee that: (a) The Grantor has been duly organized and is validly existing as a statutory trust in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted and had at all relevant times, and now has, power, authority and legal right to acquire and own the Receivables and related Contracts contemplated to be transferred to the Trust pursuant to the Receivables Contribution Agreementconducted. (b) The Grantor is duly qualified to do business as a foreign entity in good standing, and has obtained all necessary material licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications except where the failure to qualify could be so qualified or to have obtained such licenses or approvals would not reasonably be expected to result in have a Material Adverse Effect material adverse effect on the Grantor’s earnings, business affairs or where such license or approval has been applied forbusiness prospects. (c) The Grantor has the power and authority to execute and deliver this Agreement and any other Transaction Document to which the Grantor is a party and to carry out its terms, the Grantor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust as part of the Grantor Trust Collateral and the Grantor has duly authorized such sale and assignment and deposit to the Grantor Trust by all necessary statutory trust action; and the execution, delivery and performance of this Agreement have been duly authorized by the Grantor by all necessary statutory trust action. (d) This Agreement, when duly executed and delivered, shall constitute legal, valid and binding obligation of the Grantor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, receivership, conservatorship, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (e) The consummation of the transactions contemplated by this Agreement and any other Transaction Basic Document to which the Grantor is a party, and the fulfillment of the terms of this Agreement and any other Transaction Document to which the Grantor is a party hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default Default under, the Grantor’s Formation Documents Trust Agreement or the Certificate of Trust; (ii) breach, conflict with or violate any Contractual Obligation of the Grantormaterial terms or provisions of, or constitute (iiwith our without the lapse of time) a Default under, any indenture, agreement or other instrument to which the Grantor is a party or by which it is bound; (iii) result in the creation or imposition of any Lien upon any of the Grantor’s properties pursuant to the terms of any such Formation Documents indenture, agreement or Contractual Obligationother instrument, other than this Agreementpursuant to the Basic Documents, or (iiiiv) to the best of the Grantor’s knowledge, violate any Applicable Lawlaw, order, rule or regulation applicable to the Grantor of any court or of any federal or state body, administrative agency or other governmental instrumentality having jurisdiction over the Grantor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Grantor’s earnings, business affairs or business prospects. (e) To the Grantor’s best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Grantor or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic Documents, (ii) seeking to prevent the issuance of the Grantor Trust Certificate or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Grantor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Grantor and which might materially and adversely affect the U.S. federal, state and local and income and franchise tax characterization or attributes of the Grantor Trust or the Grantor Trust Certificate.

Representations and Warranties of the Grantor. The Grantor hereby represents and warrants to the Grantor Trust Trustee that: Grantee that (a) The the Grantor has been is a corporation duly organized and is organized, validly existing as a statutory trust and in good standing under the laws of the State of Delaware, with Delaware and has the requisite corporate power and authority to own its properties enter into and to conduct its business as such properties are presently owned and such business is presently conducted and had at all relevant times, and now has, power, authority and legal right to acquire and own the Receivables and related Contracts contemplated to be transferred to the Trust pursuant to the Receivables Contribution perform this Agreement. ; (b) The Grantor is duly qualified to do business as a foreign entity in good standing, the execution and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications except where the failure to qualify could not reasonably be expected to result in a Material Adverse Effect or where such license or approval has been applied for. (c) The Grantor has the power and authority to execute and deliver this Agreement and any other Transaction Document to which the Grantor is a party and to carry out its terms, the Grantor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust as part of the Grantor Trust Collateral and the Grantor has duly authorized such sale and assignment to the Trust by all necessary statutory trust action; and the execution, delivery and performance of this Agreement by the Grantor and the consummation by it of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Grantor by all necessary statutory trust action. (d) This Agreement, when and this Agreement has been duly executed and delivered, shall constitute legal, delivered by a duly authorized officer of the Grantor and constitutes a valid and binding obligation of the Grantor Grantor, enforceable in accordance with its terms, except as enforceability may be limited by subject to bankruptcy, receivership, conservatorship, insolvency, reorganization or other fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; (c) the enforcement Grantor has taken all necessary corporate action to authorize and reserve the Shares issuable upon exercise of creditors’ rights in general the Option and the Shares, when issued and delivered by general principles the Grantor upon exercise of equitythe Option, regardless will be duly authorized, validly issued, fully paid and non-assessable and free of whether such enforceability is considered in a proceeding in equity or at law. preemptive rights; (ed) The except as otherwise required by the HSR Act, the execution and delivery of this Agreement by the Grantor and the consummation by it of the transactions contemplated by this Agreement and any other Transaction Document to which the Grantor is a party, and the fulfillment of the terms of this Agreement and any other Transaction Document to which the Grantor is a party hereby do not (i) conflict withrequire the consent, waiver, approval or authorization of or any filing with any person or public authority and will not violate, result in any a breach of or the acceleration of any of the terms and provisions ofobligation under, or constitute (with or without notice or lapse of time) a default under, any provision of any charter or by-law, indenture, mortgage, lien, lease, agreement, contract, instrument, order, law, rule, regulation, judgment, ordinance, decree or restriction by which the Grantor’s Formation Documents Grantor or any Contractual Obligation of its subsidiaries or any of their respective properties or assets is bound; and (e) no "fair price", "moratorium", "control share acquisition" or other form of antitakeover statute or regulation (including, without limitation, Section 203 of the Grantor, (iiDelaware General Corporation Law) result in is or shall be applicable to the creation or imposition acquisition of any Lien upon any of the Grantor’s properties Shares pursuant to the terms of any such Formation Documents or Contractual Obligation, other than this Agreement, or (iii) to the best of the Grantor’s knowledge, violate any Applicable Law.

Representations and Warranties of the Grantor. The Grantor hereby represents --------------------------------------------- and warrants to the Grantor Trust Trustee Grantee that: : (a) The the Grantor has been is a corporation duly organized and is organized, validly existing as a statutory trust and in good standing under the laws of the State of Delaware, with California and has the requisite corporate power and authority to own its properties enter into and to conduct its business as such properties are presently owned and such business is presently conducted and had at all relevant times, and now has, power, authority and legal right to acquire and own the Receivables and related Contracts contemplated to be transferred to the Trust pursuant to the Receivables Contribution perform this Agreement. ; (b) The Grantor is duly qualified to do business as a foreign entity in good standing, the execution and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications except where the failure to qualify could not reasonably be expected to result in a Material Adverse Effect or where such license or approval has been applied for. (c) The Grantor has the power and authority to execute and deliver this Agreement and any other Transaction Document to which the Grantor is a party and to carry out its terms, the Grantor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust as part of the Grantor Trust Collateral and the Grantor has duly authorized such sale and assignment to the Trust by all necessary statutory trust action; and the execution, delivery and performance of this Agreement by the Grantor and the consummation by it of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Grantor by all necessary statutory trust action. (d) This Agreement, when and this Agreement has been duly executed and delivered, shall constitute legal, delivered by a duly authorized officer of the Grantor and constitutes a valid and binding obligation of the Grantor Grantor, enforceable in accordance with its terms, except as enforceability may be limited by subject to bankruptcy, receivership, conservatorship, insolvency, reorganization fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights, to general equity principles and to the California General Corporation Law; (c) the Grantor has taken all necessary corporate action to authorize and reserve the Option Shares issuable upon exercise of the Option and the Option Shares, when issued and delivered by the Grantor upon the exercise of the Option in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non- assessable and free of any lien, security interest or other similar laws affecting adverse claim and free of any preemptive rights; (d) except as otherwise required by the enforcement HSR Act and, except for routine filings under the Securities Exchange Act of creditors’ rights 1934, as amended, and the listing of the Option Shares in general accordance with Section 6, the execution and delivery of this Agreement by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (e) The the Grantor and the consummation by it of the transactions contemplated by this Agreement and any other Transaction Document to which the Grantor is a party, and the fulfillment of the terms of this Agreement and any other Transaction Document to which the Grantor is a party hereby do not (i) conflict withrequire the consent, waiver, EXECUTION COPY approval or authorization of or any filing with any person or public authority and will not violate, require a consent or waiver under, result in any a breach of or the acceleration of any of the terms and provisions ofobligation under, or constitute (with or without notice or lapse of time) a default under, any provision of any charter or by-law, indenture, mortgage, lien, lease, agreement, contract, instrument, order, law, rule, regulation, stock market rule, judgment, ordinance, decree or restriction by which the Grantor’s Formation Documents Grantor or any Contractual Obligation of the Grantor, (ii) result in the creation its subsidiaries or imposition of any Lien upon any of their respective properties or assets is bound; and (e) no "fair price," "moratorium," "control share acquisition" or other form of antitakeover statute or regulation is or shall be applicable to the Grantor’s properties acquisition of Option Shares pursuant to the terms of any such Formation Documents or Contractual Obligation, other than this Agreement, or (iii) to the best of the Grantor’s knowledge, violate any Applicable Law.

Representations and Warranties of the Grantor. The Grantor hereby represents represents, warrants, and warrants to certifies that as of the Grantor Trust Trustee thatEffective Date: (a) The Grantor has been duly organized is a municipal corporation and political subdivision of the Commonwealth and is validly existing as a statutory trust in good standing under authorized to enter into the laws of the State of Delaware, with power and authority to own its properties transactions contemplated by this Agreement and to conduct carry out its business as such properties are presently owned obligations hereunder and such business is presently conducted by proper action has duly authorized the execution and had at all relevant times, and now has, power, authority and legal right to acquire and own the Receivables and related Contracts contemplated to be transferred to the Trust pursuant to the Receivables Contribution delivery of this Agreement. (b) The This Agreement has been duly executed and delivered by the Grantor is duly qualified to do business as a foreign entity in good standingand constitutes the legal, valid, and has obtained all necessary licenses binding obligation of the Grantor in accordance with its terms, except to the extent that enforcement thereof may be limited by laws, rulings and approvalsdecisions affecting remedies, and by bankruptcy, insolvency, reorganization, moratorium, or other laws affecting the enforcement of creditors’ rights, and to the exercise of judicial discretion in all jurisdictions in which the ownership or lease accordance with general principles of property or the conduct of its business requires such qualifications except where the failure to qualify could not reasonably be expected to result in a Material Adverse Effect or where such license or approval has been applied forequity. (c) The Grantor has shall not impose taxes, assessments, charges or fees on the power and authority to execute and deliver this Agreement and any other Transaction Document to which Grantee or the Grantor is a party and to carry out its termsProject that are not generally applicable taxes, the Grantor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust as part of the Grantor Trust Collateral and the Grantor has duly authorized such sale and assignment to the Trust by all necessary statutory trust action; and the executionassessments, delivery and performance of this Agreement have been duly authorized by the Grantor by all necessary statutory trust actioncharges or fees. (d) This AgreementNo litigation, when duly executed and deliveredproceedings, shall constitute legalor investigations are pending or, valid and binding obligation to the knowledge of the Grantor enforceable in accordance with its termsGrantor, threatened against the Grantor, except as enforceability may be limited by bankruptcylitigation, receivershipproceedings, conservatorship, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (e) The consummation of the transactions contemplated by this Agreement and any other Transaction Document to investigations involving claims for which the Grantor is a party, probable ultimate recoveries and the fulfillment estimated costs and expenses of defense in the terms opinion of this Agreement and any other Transaction Document to which counsel for the Grantor is a party do not Grantor, (i) conflict withwill be entirely within applicable insurance policy limits (subject to applicable deductibles) or not in excess of the total available reserves held under applicable self- insurance programs; or (ii) will not have a materially adverse effect on the Grantor’s operations or condition, result financial or otherwise. No litigation, proceedings, or investigations are pending or, to the Grantor’s knowledge, threatened against the Grantor seeking to restrain, enjoin, or in any breach way limit the approval or issuance and delivery of the Grant Documents by the Grantor or which would in any manner challenge or adversely affect the Grantor’s corporate existence or powers to enter into and carry out the transactions described in or contemplated by or the execution, delivery, validity, or performance by the Grantor of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the Grantor’s Formation Documents or any Contractual Obligation of the Grantor, (ii) result in the creation or imposition of any Lien upon any of the Grantor’s properties pursuant to the terms of any such Formation Documents or Contractual Obligation, other than this Agreement, or (iii) to the best of the Grantor’s knowledge, violate any Applicable LawGrant Documents.

Representations and Warranties of the Grantor. The Grantor hereby represents and warrants to the Grantor Trust Trustee Grantee that: (a) The Grantor has been is a corporation duly organized and is organized, validly existing as a statutory trust and in good standing under the laws of the State of Delaware, with Delaware and has the requisite corporate power and authority to own its properties enter into and to conduct its business as such properties are presently owned and such business is presently conducted and had at all relevant times, and now has, power, authority and legal right to acquire and own the Receivables and related Contracts contemplated to be transferred to the Trust pursuant to the Receivables Contribution perform this Agreement.; (b) The Grantor is duly qualified to do business as a foreign entity in good standing, the execution and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications except where the failure to qualify could not reasonably be expected to result in a Material Adverse Effect or where such license or approval has been applied for. (c) The Grantor has the power and authority to execute and deliver this Agreement and any other Transaction Document to which the Grantor is a party and to carry out its terms, the Grantor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust as part of the Grantor Trust Collateral and the Grantor has duly authorized such sale and assignment to the Trust by all necessary statutory trust action; and the execution, delivery and performance of this Agreement by the Grantor and the consummation by it of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Grantor by all necessary statutory trust action. (d) This Agreement, when and this Agreement has been duly executed and delivered, shall constitute legal, delivered by a duly authorized officer of the Grantor and constitutes a valid and binding obligation of the Grantor Grantor, enforceable in accordance with its terms, except as enforceability may be limited by subject to bankruptcy, receivership, conservatorship, insolvency, reorganization or other fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; (c) the enforcement Grantor has taken all necessary corporate action to authorize and reserve the Shares issuable upon exercise of creditors’ rights in general the Option and the Shares, when issued and delivered by general principles the Grantor upon exercise of equitythe Option and paid for by Grantee as contemplated hereby will be duly authorized, regardless validly issued, fully paid and non-assessable and free of whether such enforceability is considered preemptive rights; (d) except as otherwise required by the HSR Act and applicable insurance laws, the execution and delivery of this Agreement by the Grantor and the consummation by it of the transactions contemplated hereby do not require the consent, waiver, approval or authorization of or any filing with any person or public authority and will not violate, result in a proceeding in equity breach of or at the acceleration of any obligation under, or constitute a default under, any provision of Grantor's charter or by-laws, or any material indenture, mortgage, lien, lease, agreement, contract, instrument, order, law., rule, regulation, judgment, ordinance, or decree, or restriction by which the Grantor or any of its subsidiaries or any of their respective properties or assets is bound; (e) The consummation no "fair price", "moratorium", "control share acquisition," "interested shareholder" or other form of antitakeover statute or regulation, including without limitation, Section 203 of the transactions contemplated by Delaware General Corporation Law, or similar provision contained in the charter or by-laws of Grantor, is or shall be applicable to the acquisition of Shares pursuant to this Agreement; and (f) the Grantor has taken all corporate action necessary so that any Shares acquired pursuant to this Agreement and any other Transaction Document to which shall not be counted for purposes of determining the Grantor is a party, and number of shares of Common Stock beneficially owned by the fulfillment of the terms of this Agreement and any other Transaction Document to which the Grantor is a party do not (i) conflict with, result in any breach of Grantee or any of the terms and provisions of, its Affiliates or constitute Associates (with or without notice or lapse of time) a default under, the Grantor’s Formation Documents or any Contractual Obligation of the Grantor, (ii) result as defined in the creation or imposition of any Lien upon any of the Grantor’s properties Rights Agreement) pursuant to the terms of any such Formation Documents or Contractual Obligation, other than this Rights Agreement, or dated as of September 11, 1998, between the Grantor and ▇▇▇▇▇ ▇▇▇▇▇▇ Shareholder Services, LLC, as Rights Agent (iii) to the best of the Grantor’s knowledge, violate any Applicable Law"Rights Agreement").

Representations and Warranties of the Grantor. The Grantor hereby --------------------------------------------- represents and warrants to the Grantor Trust Trustee that: Grantee that (a) The the Grantor has been is a corporation duly organized and is organized, validly existing as a statutory trust and in good standing under the laws of the State of Delaware, with Delaware and has the requisite corporate power and authority to own its properties enter into and to conduct its business as such properties are presently owned and such business is presently conducted and had at all relevant times, and now has, power, authority and legal right to acquire and own the Receivables and related Contracts contemplated to be transferred to the Trust pursuant to the Receivables Contribution perform this Agreement. ; (b) The Grantor is duly qualified to do business as a foreign entity in good standing, the execution and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications except where the failure to qualify could not reasonably be expected to result in a Material Adverse Effect or where such license or approval has been applied for. (c) The Grantor has the power and authority to execute and deliver this Agreement and any other Transaction Document to which the Grantor is a party and to carry out its terms, the Grantor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust as part of the Grantor Trust Collateral and the Grantor has duly authorized such sale and assignment to the Trust by all necessary statutory trust action; and the execution, delivery and performance of this Agreement by the Grantor and the consummation by it of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Grantor by all necessary statutory trust action. (d) This Agreement, when and this Agreement has been duly executed and delivered, shall constitute legal, delivered by a duly authorized officer of the Grantor and constitutes a valid and binding obligation of the Grantor, enforceable against Grantor enforceable in accordance with its terms, except as enforceability may be limited by subject to bankruptcy, receivership, conservatorship, insolvency, reorganization or other fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; (c) the enforcement Grantor has taken all necessary corporate action to authorize and reserve the Shares issuable upon exercise of creditors’ rights in general the Option and the Shares, when issued and delivered by general principles the Grantor upon exercise of equitythe Option and paid for by the Grantee as contemplated hereby, regardless will be duly authorized, validly issued, fully paid and non-assessable and free of whether such enforceability is considered in a proceeding in equity preemptive rights; (d) except as otherwise required by the HSR Act or at law. (e) The the rules and regulations of Nasdaq, the execution and delivery of this Agreement by the Grantor and the consummation by it of the transactions contemplated by this Agreement and hereby do not require the consent, waiver, approval or authorization of or any filing with any person or public authority (other Transaction Document than those that have been obtained prior to which the Grantor is a party, and the fulfillment of the terms date of this Agreement or will have been obtained prior to the Closing Date) and any other Transaction Document to which the Grantor is a party do will not (i) conflict withviolate, result in any a breach of or the acceleration of any of the terms and provisions ofobligation under, or constitute (with or without notice or lapse of time) a default under, the Grantor’s Formation Documents or any Contractual Obligation provision of the Grantor's certificate of incorporation or bylaws, (ii) result in or any indenture, mortgage, lien, lease, agreement, contract, instrument, order, rule, regulation, judgment, ordinance, or decree, or restriction by which the creation Grantor or imposition of any Lien upon any of its subsidiaries or any of their respective properties or assets is bound, except as set forth in Schedule 4(d) attached hereto; and (e) no "fair price," "moratorium," "control share acquisition," "interested shareholder" or other form of antitakeover statute or regulation (including but not limited to Section 203 of the Grantor’s properties Delaware General Corporation Law) is or shall be applicable to the grant of the Option or the acquisition of Shares pursuant to the terms of any such Formation Documents or Contractual Obligation, other than this Agreement, or (iii) to the best of the Grantor’s knowledge, violate any Applicable Law.

Representations and Warranties of the Grantor. The Each Grantor hereby represents and warrants to ▇▇▇▇▇▇ ▇▇▇ on the Grantor Trust Trustee Closing Date that: (ai) The Grantor has been it is a limited partnership or limited liability company duly organized and is organized, validly existing as a statutory trust and in good standing under in the laws state of the State of Delaware, with its formation; (ii) it has all requisite power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted and had at all relevant times, and now has, power, authority and legal right to acquire and own the Receivables and related Contracts contemplated to be transferred to the Trust pursuant to the Receivables Contribution Agreement. (b) The Grantor is duly qualified to do business as a foreign entity in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications except where the failure to qualify could not reasonably be expected to result in a Material Adverse Effect or where such license or approval has been applied for. (c) The Grantor has the power and authority to execute and deliver enter into this Cash Collateral Agreement and any other Transaction Document to which the Grantor is a party and to carry out its terms, the Grantor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust as part of the Grantor Trust obligations under this Cash Collateral and the Grantor has duly authorized such sale and assignment to the Trust by all necessary statutory trust actionAgreement; and the execution, delivery and performance of this Cash Collateral Agreement have been duly authorized by and the Grantor by all necessary statutory trust action. (d) This Agreement, when duly executed and delivered, shall constitute legal, valid and binding obligation of the Grantor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, receivership, conservatorship, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (e) The consummation of the transactions contemplated by this Cash Collateral Agreement have been duly authorized by all necessary partnership and other action on the part of the Grantor; this Cash Collateral Agreement has been duly executed and delivered by it and is the valid and binding obligation of the Grantor, enforceable against it in accordance with its terms (except to the extent enforceability thereof may be limited by any applicable bankruptcy, insolvency, receivership or similar laws affecting the rights of creditors generally); (iii) No consent of any other Transaction Document person or entity and no authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is required (a) for the pledge by the Grantor of the Collateral pursuant to this Cash Collateral Agreement or for the execution, delivery or performance of this Cash Collateral Agreement by the Grantor, (b) for the perfection or maintenance of the security interest created hereby (including the first priority nature of such security interest) or (c) for the exercise by ▇▇▇▇▇▇ Mae or the Servicer of the rights provided for in this Cash Collateral Agreement or the remedies in respect of the Collateral pursuant to this Cash Collateral Agreement (except as may be required in connection with any disposition of any portion of the Collateral by laws affecting the offering and sale of securities generally); there are no conditions precedent to the effectiveness of this Cash Collateral Agreement, to which the Grantor is a partymay be subject, and that have not been satisfied or waived; (iv) neither the fulfillment execution nor delivery of this Cash Collateral Agreement nor the performance by the Grantor of its obligations under this Cash Collateral Agreement, nor the consummation of the terms transactions contemplated by this Cash Collateral Agreement, will (a) conflict with any provision of this Agreement and the certificate of limited partnership, partnership agreement, articles of organization or operating agreement of the Grantor; (b) conflict with, result in a breach of, constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or give rise to a right to terminate, amend, modify, abandon or accelerate, any other Transaction Document contract, agreement, promissory note, lease, indenture, instrument or license to which the Grantor is a party do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, by which the Grantor’s Formation Documents assets or properties may be bound or affected; (c) violate or conflict with any Contractual Obligation of federal, state or local law, statute, ordinance, rule, regulation, order, judgment, decree or arbitration award which is either applicable to, binding upon or enforceable against the Grantor, ; (iid) result in or require the creation or imposition of any Lien liens, security interests, options or other charges or encumbrances (“Liens”) upon any of the Grantor’s properties pursuant or with respect to the terms of any such Formation Documents or Contractual ObligationCollateral, other than this AgreementLiens in favor of ▇▇▇▇▇▇ ▇▇▇; (e) give to any individual or entity a right or claim against the Grantor; (f) require the consent, approval, order or authorization of, or the registration, declaration or filing with, any federal, state or local government entity; (iiiv) it is the legal and beneficial owner of, and has good and marketable title to (and has full right and authority to pledge and assign), the best Collateral, free and clear of any Liens, except Liens granted pursuant to this Cash Collateral Agreement; and (vi) upon delivery of the Grantor’s knowledgeCollateral to ▇▇▇▇▇▇ Mae and/or the filing of financing statements, violate any Applicable Law.if any, required under the Code, ▇▇▇▇▇▇ ▇▇▇ shall have a valid, enforceable and perfected first priority security interest in all of the Collateral securing the Obligations; and

Representations and Warranties of the Grantor. The Grantor hereby represents and warrants to the Grantor Trust Trustee thatCollateral Agent and each Secured Party as follows as of the Restatement Effective Date and each Series Closing Date: (a) The execution, delivery and performance by the Grantor of this Agreement (i) is within the Grantor’s limited liability company powers and has been duly organized authorized by all necessary limited liability company action, (ii) requires no action by or in respect of, or filing with, any Governmental Authority which has not been obtained and is validly existing as (iii) does not contravene, or constitute a statutory trust default under, any Requirements of Law with respect to the Grantor or any Contractual Obligation with respect to the Grantor or result in good standing under the laws creation or imposition of any Lien on any property of the State Grantor, except for Liens created by this Agreement. This Agreement has been executed and delivered by a duly authorized officer of Delaware, with power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted and had at all relevant times, and now has, power, authority and legal right to acquire and own the Receivables and related Contracts contemplated to be transferred to the Trust pursuant to the Receivables Contribution AgreementGrantor. (b) The No consent, action by or in respect of, approval or other authorization of, or registration, declaration or filing with, any Governmental Authority or other Person is required for the valid execution and delivery by the Grantor is duly qualified to do business as a foreign entity in good standingof this Agreement or for the performance of any of the Grantor’s obligations hereunder other than such consents, and has obtained all necessary licenses and approvals, in all jurisdictions in which authorizations, registrations, declarations or filings as shall have been obtained by ZVF prior to the ownership or lease of property or the conduct of its business requires such qualifications except where the failure to qualify could not reasonably be expected to result in a Material Adverse Effect or where such license or approval has been applied forRestatement Effective Date. (c) The Grantor has the power and authority to execute and deliver this This Agreement and any other Transaction Document to which the Grantor is a party and to carry out its terms, the Grantor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust as part of the Grantor Trust Collateral and the Grantor has duly authorized such sale and assignment to the Trust by all necessary statutory trust action; and the execution, delivery and performance of this Agreement have been duly authorized by the Grantor by all necessary statutory trust action. (d) This Agreement, when duly executed and delivered, shall constitute legal, valid and binding obligation of the Grantor enforceable against the Grantor in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing). (d) The Grantor owns and has good and marketable title to the Vehicle Collateral, free and clear of all Liens other than Permitted Liens. This Agreement constitutes a valid and continuing Lien on the Vehicle Collateral in favor of the Collateral Agent on behalf of the applicable Secured Party, which Lien has been perfected and is prior to all other Liens (other than Permitted Liens) and is enforceable as such as against creditors of and purchasers from the Grantor in accordance with its terms, except as such enforceability may be limited by bankruptcy, receivership, conservatorship, insolvency, reorganization or fraudulent conveyance, reorganization, moratorium and other similar laws affecting the enforcement of creditors’ rights in general and generally or by general principles of equityequitable principles, regardless of whether such enforceability is considered in a proceeding at law or in equity or at lawand by an implied covenant of good faith and fair dealing. (e) The consummation Other than the security interest granted to the Collateral Agent hereunder, the Grantor has not pledged, assigned, sold or granted a security interest in the Vehicle Collateral. All action necessary to protect and perfect the Collateral Agent’s security interest in the Vehicle Collateral has been duly and effectively taken. No security agreement, financing statement, equivalent security or lien instrument or continuation statement listing the Grantor as debtor covering all or any part of the transactions contemplated Vehicle Collateral is on file or of record in any jurisdiction, except such as may have been filed, recorded or made by the Grantor in favor of the Collateral Agent in connection with this Agreement and any other Transaction Document to which or the Grantor is a partyTrustee in connection with the Indenture, and the fulfillment Grantor has not authorized any such filing. (f) Its legal name is on the signature pages hereto and its location within the meaning of Section 9-307 of the terms applicable UCC is the State of this Agreement and any other Transaction Document to which Delaware. It will not change its name or the Grantor is a party do not (i) conflict with, result in any breach jurisdiction of any of the terms and provisions of, or constitute (with or its organization without 45 days prior written notice or lapse of time) a default under, the Grantor’s Formation Documents or any Contractual Obligation of the Grantor, (ii) result in the creation or imposition of any Lien upon any of the Grantor’s properties pursuant to the terms of any such Formation Documents or Contractual Obligation, other than this Agreement, or (iii) to the best of the Grantor’s knowledge, violate any Applicable LawCollateral Agent.

Representations and Warranties of the Grantor. The Grantor hereby --------------------------------------------- represents and warrants to the Grantor Trust Trustee Grantee that: : (a) The the Grantor has been is a corporation duly organized and is organized, validly existing as a statutory trust and in good standing under the laws of the State of Delaware, with Delaware and has the requisite corporate power and authority to own its properties enter into and to conduct its business as such properties are presently owned and such business is presently conducted and had at all relevant times, and now has, power, authority and legal right to acquire and own the Receivables and related Contracts contemplated to be transferred to the Trust pursuant to the Receivables Contribution perform this Agreement. ; (b) The Grantor is duly qualified to do business as a foreign entity in good standing, the execution and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications except where the failure to qualify could not reasonably be expected to result in a Material Adverse Effect or where such license or approval has been applied for. (c) The Grantor has the power and authority to execute and deliver this Agreement and any other Transaction Document to which the Grantor is a party and to carry out its terms, the Grantor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust as part of the Grantor Trust Collateral and the Grantor has duly authorized such sale and assignment to the Trust by all necessary statutory trust action; and the execution, delivery and performance of this Agreement by the Grantor and the consummation by it of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Grantor and this Agreement has been duly authorized by all necessary statutory trust action. (d) This Agreement, when the Board of Directors of the Grantor and this Agreement has been duly executed and delivered, shall constitute legal, delivered by a duly authorized officer of the Grantor and constitutes a valid and binding obligation of the Grantor Grantor, enforceable in accordance with its terms, except as enforceability may be limited by subject to bankruptcy, receivership, conservatorship, insolvency, reorganization fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights, to general equity principles and to the Delaware General Corporation Law; (c) the Grantor has taken all necessary corporate action to authorize and reserve the Shares issuable upon exercise of the Option and the Shares, when issued and delivered by the Grantor upon exercise of the Option and the Shares, when issued and delivered by the Grantor upon exercise of the Option, will be duly authorized, validly issued, fully paid and non-assessable and free of any lien, security interest or other similar laws affecting adverse claim and free of any preemptive rights; (d) except as otherwise required by the enforcement HSR Act, the execution and delivery of creditors’ rights in general this Agreement by the Grantor and by general principles the consummation of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (e) The consummation it of the transactions contemplated by this Agreement and any other Transaction Document to which the Grantor is a party, and the fulfillment of the terms of this Agreement and any other Transaction Document to which the Grantor is a party hereby do not (i) conflict withrequire the consent, waiver, approval or authorization of or any filing with any person or public authority and will not violate, require a consent or waiver under, result in any a breach of or the acceleration of any of the terms and provisions ofobligation under, or constitute (with or without notice or lapse of time) a default under, any provision of any charter or by-law, indenture, mortgage, lien, lease, agreement, contract, instrument, order, law, rule, regulation, stock market rule, judgment, ordinance, decree or restriction by which the Grantor’s Formation Documents Grantor or any Contractual Obligation of its subsidiaries or any of their respective properties or assets is bound; (e) no "fair price", "moratorium", "control share acquisition" or other form of antitakeover statute or regulation is or shall be applicable to the acquisition of Shares pursuant to this Agreement; and (f) the Grantor has taken all corporate action necessary so that the grant and any subsequent exercise of the Grantor, (ii) Option by the Grantee will not result in the creation separation or imposition exercisability of any Lien upon any of rights under the Grantor’s properties pursuant to the terms of any such Formation Documents or Contractual Obligation, other than this Rights Agreement, or (iii) to dated as of September 4, 1996 between the best of the Grantor’s knowledgeGrantor and ChaseMellon Shareholder Services, violate any Applicable LawL.L.C., as Rights Agent.

Representations and Warranties of the Grantor. The Grantor hereby represents and warrants to the Grantor Trust Trustee thatOption Holder as follows: (a) The Grantor has been Company is a corporation duly organized and is organized, validly existing as a statutory trust and in good standing under the laws of the State People’s Republic of Delaware, with China and has full power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted and had at all relevant times, and now has, power, authority and legal right to acquire and own the Receivables and related Contracts contemplated to be transferred to the Trust pursuant to the Receivables Contribution Agreementconducted. (b) The Grantor is duly qualified to do business as a foreign entity in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications except where the failure to qualify could not reasonably be expected to result in a Material Adverse Effect or where such license or approval has been applied for. (c) The Grantor has the all requisite corporate power and authority to execute execute, deliver and deliver perform this Agreement and any the other Transaction Document to which the Grantor is a party agreements, certificates and to carry out its terms, the Grantor has full power and authority to sell and assign the property instruments to be sold and assigned executed by Grantor in connection with or pursuant to and deposited with the Trust as part of the Grantor Trust Collateral and the Grantor has duly authorized such sale and assignment to the Trust by all necessary statutory trust action; and the this Agreement. The execution, delivery and performance by Grantor of this Agreement have been duly authorized by the Grantor by all necessary statutory trust action. (d) corporate action on the part of Grantor. This Agreement, when duly executed and delivered, shall constitute Agreement constitutes the legal, valid and binding obligation agreement of the Grantor, enforceable against Grantor enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, receivership, conservatorship, insolvency, reorganization fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general generally and by subject to general principles of equity, equity (regardless of whether such enforceability enforcement is considered sought in a proceeding at law or in equity or at lawequity). (ec) The consummation authorized capital stock of the transactions contemplated by this Agreement Company consists of registered capital shares, of US$1,121,000 shares issued and any other Transaction Document to which the Grantor is a party, and the fulfillment outstanding as of the terms date hereof, of this Agreement which US$610,000 has been paid as of the date hereof, of which Grantor legally and any other Transaction Document to which beneficially owns 90%. As of the Grantor is a party do not (i) conflict withdate hereof, result in any breach there are no outstanding commitments, options, warrants, calls, rights or agreements of any character to issue any capital shares of the terms Company and provisions of, no capital shares are held in treasury or constitute (with or without notice or lapse reserved for issuance. As of time) a default underthe date hereof, the Grantor’s Formation Documents or any Contractual Obligation Option Shares represent Twenty-Four Percent (24%) of all of the Grantor, (ii) result in the creation or imposition of any Lien upon any outstanding capital shares of the Grantor’s properties Company, on a fully-diluted basis. The Option Holder is the Pledgee of the 66% of the registered share capital of the Company pursuant to the terms of a Onshore Share Pledge Agreement of even date herewith (“Onshore Pledge Agreement”) between the Grantor and the Option Holder. (d) Grantor is the record and beneficial owner of all of the Option Shares, free and clear of all liens, security interests, claims, charges and encumbrances of any such Formation Documents nature whatsoever. None of the Option Shares are subject to any restrictions, directly or Contractual Obligationindirectly, with respect to their transferability or any other than this Agreement, or (iii) restrictions. Upon transfer and delivery of the Option Shares to the best Option Holder or its transferee(s) pursuant to the exercise of the Grantor’s knowledgeOption, violate the Option Holder (or its transferee(s)) will have good and marketable right, title and interest in and to the Option Shares, free and clear of all liens, security interests, claims, charges and encumbrances of any Applicable Lawnature whatsoever.

Representations and Warranties of the Grantor. (a) The Grantor hereby represents and warrants (1) with respect to itself, as of each Funding Date, (2) with respect to the Collateral identified in Section 2.01 as being Collateral on such Funding Date, as of such Funding Date and (3) with respect to all other Collateral, as of the date such Collateral becomes a part of the Collateral, as follows: (i) The Grantor is the legal and beneficial owner of the Collateral pledged by it hereunder, in each case free and clear of any and all Liens (other than Permitted Liens). No effective financing statement, security agreement, title reservation agreement or other instrument similar in effect covering all or any part of the Collateral is on file in any recording office, except such as may have been filed in favor of the Security Trustee relating to the Collateral. (ii) This Agreement creates a valid and, upon the taking of the actions required hereby, perfected security interest in the Collateral as security for the Secured Obligations subject in priority to no other Liens (other than Permitted Liens), and all filings and other actions necessary or desirable to perfect and protect such security interest have been (or in the case of future Collateral will be) duly taken. Other than the security interest granted to the Security Trustee pursuant to this Agreement, the Grantor has not pledged, assigned, sold or granted a security interest in any of the Collateral or authorized, and is not aware of, the filing of, any financing statements or other instruments similar in effect against the Grantor or the Collateral other than any financing statement relating to the security interest granted to the Security Trustee hereunder or that has been terminated (or that relate to any security interest previously granted that has been terminated and such filing is in the course of being terminated), in each case as of the date this representation and warranty is given as to the Grantor Trust Trustee that:and the Collateral. There are no judgment or tax lien filings against the Grantor. (aiii) The name of the Grantor as it appears on the signature pages hereto is its name as it appears on the public record of its jurisdiction of organization or, in the case of a trust, is the name specified for the trust in its organizational documents and indicates that it is a trust. The Grantor has been duly organized not changed its name, jurisdiction of organization or formation (as applicable), chief executive office or sole place of business or its type of organization or corporate structure in any way (e.g., by merger, consolidation, change in corporate form or otherwise) or used any trade names except as set forth on Schedule I hereto within the past five (5) years. (iv) No consent of any Person and no authorization, approval or other action by, and no notice to or filing with, any Government Entity or regulatory body or other third party is validly existing as a statutory trust in good standing required either (i) for the grant by the Grantor of the assignment and security interest granted hereby, (ii) for the execution, delivery or performance of this Agreement or any other Operative Agreement by the Grantor, or (iii) for the perfection, priority or maintenance of the pledge, assignment and security interest created hereby, except for (A) the filing of financing and continuation statements under the laws UCC, and (B) consents to, or authorizations or approvals of, filings that have been or will be given, obtained or made, as the case may be. (v) The jurisdiction of organization of the Grantor is the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted and had at all relevant times, and now has, power, authority and legal right to acquire and own the Receivables and related Contracts contemplated to be transferred to the Trust pursuant to the Receivables Contribution Agreement. (bvi) The Grantor is duly qualified to do business as a foreign entity in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications except where the failure to qualify could not reasonably be expected to result in a Material Adverse Effect or where such license or approval Each Pledged Note has been applied for. (c) The Grantor has the power and authority to execute and deliver this Agreement and any other Transaction Document to which the Grantor is a party and to carry out its termsduly authorized, the Grantor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust as part of the Grantor Trust Collateral and the Grantor has duly authorized such sale and assignment to the Trust by all necessary statutory trust action; and the execution, delivery and performance of this Agreement have been duly authorized by the Grantor by all necessary statutory trust action. (d) This Agreement, when duly executed authenticated or issued and delivered, shall constitute is the legal, valid and binding obligation of the Grantor enforceable each obligor thereunder and is not in accordance with its terms, except as enforceability may be limited by bankruptcy, receivership, conservatorship, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at lawdefault. (evii) The consummation Pledged Notes constitute “certificated securities” within the meaning of Section 8-102(a)(4) of the transactions contemplated by this Agreement and any other Transaction Document UCC. The Pledged Notes have been delivered to which the Grantor is a party, and the fulfillment Security Trustee. None of the terms of this Agreement and Pledged Notes that constitute or evidence the Collateral have any other Transaction Document marks or notations indicating that they have been pledged, assigned or otherwise conveyed to which the Grantor is a party do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the Grantor’s Formation Documents or any Contractual Obligation of the Grantor, (ii) result in the creation or imposition of any Lien upon any of the Grantor’s properties pursuant to the terms of any such Formation Documents or Contractual Obligation, Person other than this Agreement, or (iii) to the best of the Grantor’s knowledge, violate any Applicable LawSecurity Trustee.

Representations and Warranties of the Grantor. The Grantor hereby represents and warrants to the Grantor Trust Trustee Grantee that: : (a) The the Grantor has been is a corporation duly organized and is organized, validly existing as a statutory trust and in good standing under the laws of the State of Delaware, with Delaware and has the requisite corporate power and authority to own its properties enter into and to conduct its business as such properties are presently owned and such business is presently conducted and had at all relevant times, and now has, power, authority and legal right to acquire and own the Receivables and related Contracts contemplated to be transferred to the Trust pursuant to the Receivables Contribution perform this Agreement. ; (b) The Grantor is duly qualified to do business as a foreign entity in good standing, the execution and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications except where the failure to qualify could not reasonably be expected to result in a Material Adverse Effect or where such license or approval has been applied for. (c) The Grantor has the power and authority to execute and deliver this Agreement and any other Transaction Document to which the Grantor is a party and to carry out its terms, the Grantor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust as part of the Grantor Trust Collateral and the Grantor has duly authorized such sale and assignment to the Trust by all necessary statutory trust action; and the execution, delivery and performance of this Agreement by the Grantor and the consummation by it of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Grantor and this Agreement has been duly authorized by all necessary statutory trust action. (d) This Agreement, when the Board of Directors of the Grantor and this Agreement has been duly executed and delivered, shall constitute legal, delivered by a duly authorized officer of the Grantor and constitutes a valid and binding obligation of the Grantor Grantor, enforceable in accordance with its terms, except as enforceability may be limited by subject to bankruptcy, receivership, conservatorship, insolvency, reorganization fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights, to general equity principles and to the Delaware General Corporation Law; (c) the Grantor has taken all necessary corporate action to authorize and reserve the Shares issuable upon exercise of the Option and the Shares, when issued and delivered by the Grantor upon exercise of the Option and the Shares, when issued and delivered by the Grantor upon exercise of the Option, will be duly authorized, validly issued, fully paid and non-assessable and free of any lien, security interest or other similar laws affecting adverse claim and free of any preemptive rights; (d) except as otherwise required by the enforcement HSR Act, the execution and delivery of creditors’ rights in general this Agreement by the Grantor and by general principles the consummation of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (e) The consummation it of the transactions contemplated by this Agreement and any other Transaction Document to which the Grantor is a party, and the fulfillment of the terms of this Agreement and any other Transaction Document to which the Grantor is a party hereby do not (i) conflict withrequire the consent, waiver, approval or authorization of or any filing with any person or public authority and will not violate, require a consent or waiver under, result in any a breach of or the acceleration of any of the terms and provisions ofobligation under, or constitute (with or without notice or lapse of time) a default under, any provision of any charter or by-law, indenture, mortgage, lien, lease, agreement, contract, instrument, order, law, rule, regulation, stock market rule, judgment, ordinance, decree or restriction by which the Grantor’s Formation Documents Grantor or any Contractual Obligation of its subsidiaries or any of their respective properties or assets is bound; (e) no "fair price", "moratorium", "control share acquisition" or other form of antitakeover statute or regulation is or shall be applicable to the acquisition of Shares pursuant to this Agreement; and (f) the Grantor has taken all corporate action necessary so that the grant and any subsequent exercise of the Grantor, (ii) Option by the Grantee will not result in the creation separation or imposition exercisability of any Lien upon any of rights under the Grantor’s properties pursuant to the terms of any such Formation Documents or Contractual Obligation, other than this Rights Agreement, or (iii) to dated as of September 4, 1996 between the best of the Grantor’s knowledgeGrantor and ChaseMellon Shareholder Services, violate any Applicable LawL.L.C., as Rights Agent.

Representations and Warranties of the Grantor. The Each Grantor hereby represents and warrants to ▇▇▇▇▇▇ ▇▇▇ on the Grantor Trust Trustee Closing Date that: (ai) The Grantor has been it is a limited partnership or limited liability company duly organized and is organized, validly existing as a statutory trust and in good standing under in the laws state of the State of Delaware, with its formation; (ii) it has all requisite power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted and had at all relevant times, and now has, power, authority and legal right to acquire and own the Receivables and related Contracts contemplated to be transferred to the Trust pursuant to the Receivables Contribution Agreement. (b) The Grantor is duly qualified to do business as a foreign entity in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications except where the failure to qualify could not reasonably be expected to result in a Material Adverse Effect or where such license or approval has been applied for. (c) The Grantor has the power and authority to execute and deliver enter into this Cash Collateral Agreement and any other Transaction Document to which the Grantor is a party and to carry out its terms, the Grantor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust as part of the Grantor Trust obligations under this Cash Collateral and the Grantor has duly authorized such sale and assignment to the Trust by all necessary statutory trust actionAgreement; and the execution, delivery and performance of this Cash Collateral Agreement have been duly authorized by and the Grantor by all necessary statutory trust action. (d) This Agreement, when duly executed and delivered, shall constitute legal, valid and binding obligation of the Grantor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, receivership, conservatorship, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (e) The consummation of the transactions contemplated by this Cash Collateral Agreement have been duly authorized by all necessary partnership and other action on the part of the Grantor; this Cash Collateral Agreement has been duly executed and delivered by it and is the valid and binding obligation of the Grantor, enforceable against it in accordance with its terms (except to the extent enforceability thereof may be limited by any applicable bankruptcy, insolvency, receivership or similar laws affecting the rights of creditors generally); (iii) No consent of any other Transaction Document person or entity and no authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is required (a) for the pledge by the Grantor of the Collateral pursuant to this Cash Collateral Agreement or for the execution, delivery or performance of this Cash Collateral Agreement by the Grantor, (b) for the perfection or maintenance of the security interest created hereby (including the first priority nature of such security interest) or (c) for the exercise by the Custodian of the rights provided for in this Cash Collateral Agreement or the remedies in respect of the Collateral pursuant to this Cash Collateral Agreement (except as may be required in connection with any disposition of any portion of the Collateral by laws affecting the offering and sale of securities generally); there are no conditions precedent to the effectiveness of this Cash Collateral Agreement, to which the Grantor is a partymay be subject, and that have not been satisfied or waived; (iv) neither the fulfillment execution nor delivery of this Cash Collateral Agreement nor the performance by the Grantor of its obligations under this Cash Collateral Agreement, nor the consummation of the terms transactions contemplated by this Cash Collateral Agreement, will (a) conflict with any provision of this Agreement and the certificate of limited partnership, partnership agreement, articles of organization or operating agreement of the Grantor; (b) conflict with, result in a breach of, constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or give rise to a right to terminate, amend, modify, abandon or accelerate, any other Transaction Document contract, agreement, promissory note, lease, indenture, instrument or license to which the Grantor is a party do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, by which the Grantor’s Formation Documents assets or properties may be bound or affected; (c) violate or conflict with any Contractual Obligation of federal, state or local law, statute, ordinance, rule, regulation, order, judgment, decree or arbitration award which is either applicable to, binding upon or enforceable against the Grantor, ; (iid) result in or require the creation or imposition of any Lien liens, security interests, options or other charges or encumbrances (“Liens”) upon any of the Grantor’s properties pursuant or with respect to the terms of any such Formation Documents or Contractual ObligationCollateral, other than this AgreementLiens in favor of the Custodian; (e) give to any individual or entity a right or claim against the Grantor; (f) require the consent, approval, order or authorization of, or the registration, declaration or filing with, any federal, state or local government entity; (iiiv) it is the legal and beneficial owner of, and has good and marketable title to (and has full right and authority to pledge and assign), the Collateral, free and clear of any Liens, except Liens granted pursuant to this Cash Collateral Agreement; and (vi) upon delivery of the Collateral to the best Custodian and/or the filing of financing statements, if any, required under the Code, the Custodian for the benefit of ▇▇▇▇▇▇ Mae shall have a valid, enforceable and perfected first priority security interest in all of the Grantor’s knowledge, violate any Applicable Law.Collateral securing the Obligations; and