Common use of Covenants and Further Assurances Clause in Contracts

Covenants and Further Assurances. The Pledgor: (a) Shall cause the Collateral to at all times be under the “control” (within the meaning of Section 8-106, 9-106 and 9-104 of the UCC) of the Security Trustee. With respect to any Securities Account, such control shall be accomplished by the Pledgor causing the Securities Intermediary maintaining such Securities Account to enter into an agreement pursuant to which the Securities Intermediary shall agree to comply with the Security Trustee’s Entitlement Orders without further consent by the Pledgor and with respect to any Deposit Account, such control shall be accomplished by the Pledgor causing the Bank maintaining such Deposit Account to enter into an agreement pursuant to which the Bank shall agree to comply with the Security Trustee’s instructions without further consent by the Pledgor. (b) Shall not, without the express prior written consent of the Security Trustee, sell, assign, pledge or otherwise encumber, or grant any option, warrant or other right to purchase the Collateral, or otherwise diminish or impair any of its rights in, to or under any of the Collateral. (c) Shall defend the Collateral against any and all Security Interests or claims of any Person or entity adverse to the claim of the Security Trustee. (d) Shall do such other acts and things, all as the Security Trustee, from time to time, reasonably may request, to establish and maintain a valid, perfected Security Interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Security) to secure the performance and payment of the Senior Debt Obligations. (e) Except as provided in the Project Facilities Agreement, shall not withdraw any funds or other Collateral from any Deposit Account or Securities Account prior to the payment in full of any outstanding Senior Debt Obligations. (f) Without limiting any prohibitions or restrictions on mergers or other transactions set forth in the Project Facilities Agreement, shall not change its name, identity, corporate structure (including by merger, consolidation, change in corporate form or otherwise), sole place of business, chief executive office, type of organization or jurisdiction of organization or establish any trade names unless it has: (a) notified the Security Trustee in writing at least 30 days prior to any such change or establishment, identifying such new proposed name, identity, corporate structure, sole place of business, chief executive office, jurisdiction of organization or trade name and providing such other information in connection therewith as the Security Trustee may reasonably request; and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Security Interest in the Collateral granted or intended to be granted and agreed to hereby. (g) Hereby authorizes the filing of any financing statements or continuation statements, and amendments to financing statements, or any similar document in any jurisdictions and with any filing offices as the Security Trustee, in its sole discretion, may determine are necessary or advisable to perfect or otherwise protect the Security Interest granted to the Security Trustee under this Agreement. Such financing statements may describe the Pledged Account that is a Securities Account in the same manner as described in this Agreement or may contain an indication or description of collateral that describes such property in any other manner as the Security Trustee, in its sole discretion, may determine is necessary, advisable or prudent to ensure the perfection of the Security Interest in the Pledged Account that is a Securities Account granted to the Security Trustee under this Agreement, whether now owned or hereafter acquired. The Pledgor shall furnish to the Security Trustee from time to time statements and schedules further identifying and describing the Pledged Account that is a Securities Account and such other reports in connection with the Pledged Account that is a Securities Account as the Security Trustee reasonably may request, all in reasonable detail.

Covenants and Further Assurances. The Pledgor: (a) Shall cause the Collateral Debtor agrees that from time to time, at its own expense, it will promptly execute and deliver all times further instruments and documents, and take all further action, that may be under the “control” (within the meaning of Section 8-106reasonably necessary or desirable, 9-106 or that Lender may reasonably request, in order to perfect and 9-104 of the UCC) of the Security Trustee. With respect protect any security interest granted or purported to any Securities Account, such control shall be accomplished by the Pledgor causing the Securities Intermediary maintaining such Securities Account granted hereby or to enter into an agreement pursuant enable Lender to which the Securities Intermediary shall agree to comply with the Security Trustee’s Entitlement Orders without further consent by the Pledgor exercise and enforce rights and remedies hereunder with respect to any Deposit AccountCollateral. Without limiting the generality of the foregoing, Debtor will, subject to the priority rights, if any, of the holders of the Senior Liens: (i) xxxx conspicuously each document included in the Collateral and each of its records pertaining to the Collateral, with a legend, in form and substance satisfactory to Lender, indicating that such control shall document or Collateral is subject to the security interest granted hereby; (ii) transfer, register or otherwise put any of the Collateral in the name of Lender or its nominee; and (iii) execute and file such Financing Statements, and such other instruments or notices, as may be accomplished by necessary or desirable, or as Lender may request, in order to perfect and preserve the Pledgor causing the Bank maintaining such Deposit Account security interest granted or purported to enter into an agreement pursuant to which the Bank shall agree to comply with the Security Trustee’s instructions without further consent by the Pledgorbe granted hereby. (b) Shall not, Debtor hereby authorizes Lender to file one or more Financing Statements relative to all or any part of the Collateral without the express prior written consent signature of the Security TrusteeDebtor where permitted by law. A carbon, sell, assign, pledge or otherwise encumber, or grant any option, warrant photographic or other right to purchase reproduction of this Agreement or any financing statement covering the CollateralCollateral or any part thereof shall be sufficient as a Financing Statement where permitted by law. Debtor acknowledges and agrees that any Financing Statement filed by or on behalf of Lender against Debtor, whether such filing is or otherwise diminish or impair any of its rights in, was made prior to or under any after the date of this Agreement, is hereby deemed to include the Collateralsecurity interest granted by this Agreement, regardless of whether such Financing Statement is or was filed in connection with the Loan or some other indebtedness owed to Lender. (c) Shall defend Debtor will take all actions and pay all costs to keep and maintain the Collateral against any validity, enforceability, security, priority and all Security Interests or claims of any Person or entity adverse to the claim collectibility of the Security TrusteeClient Notes and the Client Loan Documents and will pay all other amounts which may be necessary or desirable to preserve, maintain and protect Lender's interest in the Client Notes and the Client Loan Documents. (d) Shall do such other acts and things, Debtor shall at all as the Security Trustee, from time to time, reasonably may request, to establish and times maintain a valid, perfected Security Interest in the Collateral (free and its books of all other liensaccount and records relating to the Collateral at its Principal Place of Business, claims and rights of third parties whatsoever, other than Permitted Security) to secure the performance and payment of the Senior Debt Obligations. (e) Except as provided in the Project Facilities Agreement, shall not withdraw any funds or other relocate such books of account and records and Collateral from any Deposit Account or Securities Account prior to the payment in full of any outstanding Senior Debt Obligations. (f) Without limiting any prohibitions or restrictions on mergers or other transactions set forth in the Project Facilities Agreement, shall not change its name, identity, corporate structure (including by merger, consolidation, change in corporate form or otherwise), sole place of business, chief executive office, type of organization or jurisdiction of organization or establish any trade names unless it has: (a) notified the Security Trustee in writing at least 30 days delivers to Lender, prior to any written notice of such change or establishment, identifying such new proposed name, identity, corporate structure, sole place of business, chief executive office, jurisdiction of organization or trade name and providing such other information in connection therewith as the Security Trustee may reasonably request; and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection relocation and the same or better priority of new location thereof (which must be within the Security Interest in the Collateral granted or intended to be granted and agreed to hereby. (g) Hereby authorizes the filing of any financing statements or continuation statements, and amendments to financing statements, or any similar document in any jurisdictions and with any filing offices as the Security Trustee, in its sole discretion, may determine are necessary or advisable to perfect or otherwise protect the Security Interest granted to the Security Trustee under this AgreementUnited States). Such financing statements may describe the Pledged Account that is a Securities Account in the same manner as described in this Agreement or may contain an indication or description of collateral that describes such property in any other manner as the Security Trustee, in its sole discretion, may determine is necessary, advisable or prudent to ensure the perfection of the Security Interest in the Pledged Account that is a Securities Account granted to the Security Trustee under this Agreement, whether now owned or hereafter acquired. The Pledgor shall Debtor will furnish to the Security Trustee Lender from time to time statements and schedules further identifying and describing the Pledged Account that is a Securities Account Collateral and such other reports in connection with the Pledged Account that is a Securities Account Collateral as the Security Trustee Lender may reasonably may request, all in reasonable detail. (e) Promptly, but in any event, within three (3) business days following the closing of any Client Note, Borrower agrees to execute and deliver to Lender, for each such Client Note, (i) an allonge duly endorsing the Client Note to Lender, in the form attached to this Agreement as Exhibit “A”, together with the original Client Note, which shall be held by Lender for so long as the Note is outstanding or Lender has any obligation to Borrower thereunder, and (ii) a Collateral Assignment of Note and Liens, assigning the Client Notes and the related Client Loan Documents to Lender, in the form attached to this Agreement as Exhibit “B”.

Covenants and Further Assurances. The PledgorEach of the Securitization Parties agrees with the Purchasers: (a) Shall cause The Securitization Parties will use the Collateral to at all times be under proceeds from the “control” (within the meaning of Section 8-106, 9-106 and 9-104 sale of the UCC) of Notes in the Security Trustee. With respect to any Securities Account, such control shall be accomplished manner contemplated by this Agreement and the Pledgor causing the Securities Intermediary maintaining such Securities Account to enter into an agreement pursuant to which the Securities Intermediary shall agree to comply with the Security Trustee’s Entitlement Orders without further consent by the Pledgor and with respect to any Deposit Account, such control shall be accomplished by the Pledgor causing the Bank maintaining such Deposit Account to enter into an agreement pursuant to which the Bank shall agree to comply with the Security Trustee’s instructions without further consent by the Pledgorother Transaction Documents. (b) Shall notThe Securitization Parties (i) shall complete on or prior to the Closing Date all filings and other similar actions required in connection with the creation and perfection of security interests in the Collateral as and to the extent required by the Indenture, the Notes and the other Transaction Documents and (ii) after the Closing Date, shall complete all filings and other similar actions that need not be completed on the Closing Date but which may be required in connection with the creation and perfection or maintenance of security interests in the Collateral as and to the extent required by the Indenture, the Notes and the other Transaction Documents. Within a reasonable period following the Closing Date, the Securitization Parties will furnish the Trustee certified copies of such documents or instruments necessary to (i) evidence the filings in each jurisdiction required to perfect by filing the lien purported to be created by the Indenture and (ii) evidence of registered lien, security interest, encumbrance, judgment and other lien searches that the Trustee and its counsel may reasonably request, which searches shall reflect no prior liens on any of the Collateral other than Permitted Liens. (c) So long as the Notes are outstanding, the Securitization Parties will not be a company that is, or is required to be registered as, an “investment company” under the Investment Company Act or a “covered fund”. (d) For a period of 180 days from the date of the Indenture, the Securitization Parties will not offer for sale, sell, contract to sell or otherwise dispose of, directly or indirectly, or file a registration statement for, or announce any offer, sale, contract for sale or other disposition of any debt securities issued or guaranteed by the Issuer (other than the Notes) without the express prior written consent of the Security Trustee. The Securitization Parties will not at any time offer, sell, assign, pledge contract to sell or otherwise encumberdispose of, directly or grant indirectly, any optionsecurities under circumstances where such offer, warrant sale, contract or other right to purchase disposition would cause the Collateral, or otherwise diminish or impair any of its rights in, to or under any exemption afforded by Section 4(a)(2) of the Collateral. (c) Shall defend the Collateral against any and all Security Interests or claims of any Person or entity adverse Securities Act to cease to be applicable to the claim issuance and sale of the Security Trustee. (d) Shall do such other acts and things, all as the Security Trustee, from time to time, reasonably may request, to establish and maintain a valid, perfected Security Interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Security) to secure the performance and payment of the Senior Debt ObligationsNotes. (e) Except So long as provided in the Project Facilities Agreement, shall not withdraw any funds or other Collateral from any Deposit Account or Securities Account prior U.S. Risk Retention Rules apply to the payment in full of any outstanding Senior Debt ObligationsNotes, the Securitization Parties will comply with the U.S. Risk Retention Rules. (f) Without limiting The Issuer will at all times on or after September 20, 2022 (the “Rating Deadline”) maintain a Private Rating by a Rating Agency on the Notes. On or prior to the Rating Deadline, the Issuer shall deliver to the holders of the Notes, with respect to each Private Rating on each class of Notes, a Private Rating Letter and a rating rationale report, in each case, dated on or prior to the Rating Deadline. Thereafter (i) on each anniversary of the Rating Deadline, the Issuer shall deliver to each holder of the Notes, for each Private Rating on each class of Notes, an updated Private Rating Letter, dated as of such date of delivery, and (ii) promptly following any prohibitions change in any Private Rating on any class of Notes, Issuer shall deliver to each holder of the Notes an updated Private Rating Letter in respect of such affected class of Notes, dated as of such date of delivery. On or restrictions on mergers or other transactions set forth in prior to the Project Facilities AgreementRating Deadline, Dechert LLP, as counsel to the Securitization Parties, shall not change its namehave furnished to the Trustee, identity, corporate structure a written opinion that is customary for transactions of this type and reasonably satisfactory in form and substance to the Trustee and the Purchasers on tax related matters (including by merger, consolidation, change in corporate form or otherwisetax treatment of the Notes and the Issuer), sole place of business, chief executive office, type of organization or jurisdiction of organization or establish any trade names unless it has: (a) notified addressed to the Security Trustee in writing at least 30 days prior to any such change or establishment, identifying such new proposed name, identity, corporate structure, sole place of business, chief executive office, jurisdiction of organization or trade name and providing such other information in connection therewith as the Security Trustee may reasonably request; and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Security Interest in the Collateral granted or intended to be granted and agreed to herebyPurchasers. (g) Hereby authorizes the filing The Securitization Parties shall deliver to each holder of any financing statements or continuation statementsa Note, with reasonable promptness, such other data and amendments to financing statements, or any similar document in any jurisdictions and with any filing offices as the Security Trustee, in its sole discretion, may determine are necessary or advisable to perfect or otherwise protect the Security Interest granted information relating to the Security Trustee under this Agreement. Such financing statements may describe the Pledged Account that is business, operations, affairs, financial condition, assets or properties of a Securities Account in the same manner as described in this Agreement Securitization Party or may contain an indication or description of collateral that describes such property in any other manner as the Security Trustee, in its sole discretion, may determine is necessary, advisable or prudent to ensure the perfection of the Security Interest in the Pledged Account that is a Securities Account granted relating to the Security Trustee ability of a Securitization Party to perform its obligations hereunder and under this Agreement, whether now owned or hereafter acquired. The Pledgor shall furnish to the Security Trustee Notes as from time to time statements and schedules further identifying and describing may be reasonably requested by such holder of a Note. (h) The Securitization Parties will provide notice to the Pledged Account that holders of the Notes to the extent it or any Controlled Entity (i) is a Securities Account Blocked Person, (ii) has been notified that its name appears or may in the future appear on a State Sanctions List or (iii) is a target of sanctions that have been imposed by the United Nations, the United Kingdom or the European Union. (i) No Securitization Party, nor any Controlled Entity will be in violation of any applicable U.S. Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws. Each Securitization Party shall maintain or be subject to procedures and such other reports controls which it reasonably believes are adequate (and otherwise comply with applicable law) to ensure that the Securitization Party and each Controlled Entity is and will continue to be in connection compliance with all applicable U.S. Economic Sanctions Laws, Anti-Money Laundering Laws and Anti-Corruption Laws. No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, in violation of, or cause any holder of a Note to be in violation of, any applicable Anti-Money Laundering Laws; or will be used, directly or indirectly, for the purpose of making any improper payments, including bribes, to any Governmental Official or commercial counterparty in order to obtain, retain or direct business or obtain any improper advantage, in each case which would be in violation of, or cause any holder of a Note to be in violation of, any applicable Anti-Corruption Laws. (j) Each Securitization Party shall comply in all material respects with the Pledged Account that is 17g-5 Representation and shall take the actions specified in paragraphs (a)(3)(iii)(A) through (E) of Rule 17g-5 of the Exchange Act with respect to the Notes. (k) Each Securitization Party will permit any authorized representative or agent designated by a Securities Account Noteholder to visit and inspect any of the properties of such Securitization Party, as the Security Trustee case may be, to examine the corporate books and financial records of such Securitization Party and to inspect its records relating to the Loans and to discuss the affairs, finances, and accounts of such Securitization Party, as the case may be, with its principal officers, as applicable, and its independent accountants. For the avoidance of doubt no Noteholder may make any copies or extracts of any loan agreement pertaining to the Loans. In each case, such access shall be afforded only upon reasonable request and during normal business hours; provided, that prior to the occurrence of a Rapid Amortization Event or Event of Default, the Noteholders, collectively, may conduct only one such visit per calendar year. The Issuer shall reimburse the Noteholders for reasonable and documented expenses related to such visits and inspections. Each Securitization Party and each Noteholder and the representative of any such regulatory authority designated by the related Noteholder to view such information shall and shall cause their representatives to hold in confidence all such information except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) and except to the extent that such Noteholder and the Issuer may reasonably determine that such disclosure is consistent with their obligations hereunder. The Servicer may requestrequest that any such Person not a party hereto enter into a confidentiality agreement reasonably acceptable to the Servicer prior to permitting such Person to view such information. (l) If, notwithstanding the efforts of the parties hereto, the Rating Agency is unable to issue a rating on the Notes on or before the ninetieth (90th) day following the Closing Date or the rating assigned to the Notes by the Rating Agency is BBB- or lower, the Majority Noteholders (in their sole discretion) may demand in writing that the Issuer repurchase the Notes from the Noteholders. No later than ten (10) Business Days following its receipt of such demand, the Securitization Parties shall, or shall cause the Issuer to, repurchase all, but not less than all, of such Notes from the Noteholders at a price equal to the then Outstanding Principal Balance of such Notes plus accrued and unpaid interest thereon to but excluding the date of such repurchase plus all in reasonable detail.expenses, fees and indemnities then due and payable to the applicable Notes so repurchased

Covenants and Further Assurances. The Pledgor: (a) Shall cause the Collateral Each Debtor agrees that from time to time, at its own expense, it will promptly execute and deliver all times further instruments and documents, and take all further action, that may be under the “control” (within the meaning of Section 8-106reasonably necessary or desirable, 9-106 or that Lender may reasonably request, in order to perfect and 9-104 of the UCC) of the Security Trustee. With respect protect any security interest granted or purported to any Securities Account, such control shall be accomplished by the Pledgor causing the Securities Intermediary maintaining such Securities Account granted hereby or to enter into an agreement pursuant enable Lender to which the Securities Intermediary shall agree to comply with the Security Trustee’s Entitlement Orders without further consent by the Pledgor exercise and enforce rights and remedies hereunder with respect to any Deposit AccountCollateral. Without limiting the generality of the foregoing, each Debtor will, subject to the priority rights, if any, of the holders of the Senior Liens: (i) xxxx conspicuously each document included in the Collateral and each of its records pertaining to the Collateral, with a legend, in form and substance satisfactory to Lender, indicating that such control shall document or Collateral is subject to the security interest granted hereby; (ii) transfer, register or otherwise put any of the Collateral in the name of Lender or its nominee; and (iii) execute and file such Financing Statements, and such other instruments or notices, as may be accomplished by necessary or desirable, or as Lender may request, in order to perfect and preserve the Pledgor causing the Bank maintaining such Deposit Account security interest granted or purported to enter into an agreement pursuant to which the Bank shall agree to comply with the Security Trustee’s instructions without further consent by the Pledgorbe granted hereby. (b) Shall not, Debtors hereby authorize Lender to file one or more Financing Statements relative to all or any part of the Collateral without the express prior written consent signature of the Security TrusteeDebtors where permitted by law. A carbon, sell, assign, pledge or otherwise encumber, or grant any option, warrant photographic or other right to purchase reproduction of this Agreement or any financing statement covering the CollateralCollateral or any part thereof shall be sufficient as a Financing Statement where permitted by law. Each Debtor acknowledges and agrees that any Financing Statement filed by or on behalf of Lender against such Debtor, whether such filing is or otherwise diminish or impair any of its rights in, was made prior to or under any after the date of this Agreement, is hereby deemed to include the Collateralsecurity interest granted by this Agreement, regardless of whether such Financing Statement is or was filed in connection with the Loan or some other indebtedness owed to Lender. (c) Shall defend Debtors shall at all times maintain the Collateral against any and all Security Interests or claims their respective books of any Person or entity adverse account and records relating to the claim Collateral at their Principal Place of the Security Trustee. (d) Shall do such other acts Business, and things, all as the Security Trustee, from time to time, reasonably may request, to establish and maintain a valid, perfected Security Interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Security) to secure the performance and payment of the Senior Debt Obligations. (e) Except as provided in the Project Facilities Agreement, shall not withdraw any funds or other relocate such books of account and records and Collateral from any Deposit Account or Securities Account unless they deliver to Lender, prior to the payment in full written notice of any outstanding Senior Debt Obligations. (f) Without limiting any prohibitions or restrictions on mergers or other transactions set forth in the Project Facilities Agreement, shall not change its name, identity, corporate structure (including by merger, consolidation, change in corporate form or otherwise), sole place of business, chief executive office, type of organization or jurisdiction of organization or establish any trade names unless it has: (a) notified the Security Trustee in writing at least 30 days prior to any such change or establishment, identifying such new proposed name, identity, corporate structure, sole place of business, chief executive office, jurisdiction of organization or trade name and providing such other information in connection therewith as the Security Trustee may reasonably request; and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection relocation and the same or better priority of new location thereof (which must be within the Security Interest in the Collateral granted or intended to be granted and agreed to hereby. (g) Hereby authorizes the filing of any financing statements or continuation statements, and amendments to financing statements, or any similar document in any jurisdictions and with any filing offices as the Security Trustee, in its sole discretion, may determine are necessary or advisable to perfect or otherwise protect the Security Interest granted to the Security Trustee under this AgreementUnited States). Such financing statements may describe the Pledged Account that is a Securities Account in the same manner as described in this Agreement or may contain an indication or description of collateral that describes such property in any other manner as the Security Trustee, in its sole discretion, may determine is necessary, advisable or prudent to ensure the perfection of the Security Interest in the Pledged Account that is a Securities Account granted to the Security Trustee under this Agreement, whether now owned or hereafter acquired. The Pledgor shall Debtors will furnish to the Security Trustee Lender from time to time statements and schedules further identifying and describing the Pledged Account that is a Securities Account Collateral and such other reports in connection with the Pledged Account that is a Securities Account Collateral as the Security Trustee Lender may reasonably may request, all in reasonable detail.

Covenants and Further Assurances. The PledgorIn addition to any covenants set forth in any other Loan Document, from the date hereof and until the Indebtedness hereunder is fully paid and Lender has no further obligation to extend any Advances hereunder, Borrower covenants and agrees as follows: (a) Shall cause Borrower agrees that from time to time, at the Collateral expense of Borrower, Borrower will promptly execute and deliver all further instruments and documents, and take all further action, that may be reasonably necessary or desirable, or that Lender may reasonably request, in order to at all times perfect and protect any security interest granted or purported to be under the “control” (within the meaning of Section 8-106, 9-106 granted hereby or to enable Lender to exercise and 9-104 of the UCC) of the Security Trustee. With respect to any Securities Account, such control shall be accomplished by the Pledgor causing the Securities Intermediary maintaining such Securities Account to enter into an agreement pursuant to which the Securities Intermediary shall agree to comply with the Security Trustee’s Entitlement Orders without further consent by the Pledgor enforce rights and remedies hereunder with respect to any Deposit AccountCollateral. Without limiting the generality of the foregoing, Borrower will: (i) within five (5) business days of a request by Lender, xxxx conspicuously each document included in the Collateral and each of its records pertaining to the Collateral, with a legend, in form and substance satisfactory to Lender, indicating that such document or Collateral is subject to the security interest granted hereby; (ii) within five (5) business days of a request by Lender, provide Lender with certified copies of any or all Mortgages included in the Collateral; (iii) within five (5) business days of a request by Lender, and subject to the rights of the holders of Senior Debt, if any, transfer to Lender actual possession of the original Mortgages, to the extent same are in possession or control shall of Borrower; (iv) within five (5) business days of a request by Lender, transfer, register or otherwise put any of the Collateral in the name of Lender or its nominee; and (v) execute and file such Financing Statements, and such other instruments or notices, as may be accomplished by necessary or desirable, or as Lender may request, in order to perfect and preserve the Pledgor causing the Bank maintaining such Deposit Account security interest granted or purported to enter into an agreement pursuant to which the Bank shall agree to comply with the Security Trustee’s instructions without further consent by the Pledgorbe granted hereby. (b) Shall notBorrower shall file or cause to be filed Financing Statements, assignments and all other instruments and documents as may be required to perfect Lender’s security interest in the Collateral and shall provide prompt evidence of having done the same to Lender. To further secure Lender hereunder, Borrower hereby authorizes Lender to file one or more Financing Statements relative to all or any part of the Collateral without the express prior written consent signature of Borrower where permitted by law in form satisfactory to Lender in such office(s) as Lender deems appropriate. A carbon, photographic or other reproduction of this Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. Debtor will pay the cost of filing financing statement(s) in all public offices wherever filing is deemed desirable by Lender. This Agreement shall be terminated only by Lender’s filing of a termination statement in accordance with the applicable law of the Security Trustee, sell, assign, pledge or otherwise encumber, or grant office in which any option, warrant or other right to purchase the Collateral, or otherwise diminish or impair any of its rights in, to or under any of the Collateralfinancing statement is filed. (c) Shall defend Borrower will take all actions and pay all costs to keep and maintain the Collateral against any validity, enforceability, security, priority and all Security Interests or claims of any Person or entity adverse to the claim collectability of the Security TrusteeMortgages and will pay all other amounts which may be necessary or desirable to preserve, maintain and protect Lender’s interest in the Mortgages. (d) Shall do such other acts Borrower shall at all times maintain its books of account and things, all as the Security Trustee, from time records relating to time, reasonably may request, to establish and maintain a valid, perfected Security Interest in the Collateral (free at its principal place of all other liensbusiness and its Collateral at the locations set forth on Exhibit “A”, claims and rights of third parties whatsoever, other than Permitted Security) to secure the performance and payment of the Senior Debt Obligations. (e) Except as provided in the Project Facilities Agreement, shall not withdraw any funds or other relocate such books of account and records and Collateral from any Deposit Account or Securities Account prior to the payment in full of any outstanding Senior Debt Obligations. (f) Without limiting any prohibitions or restrictions on mergers or other transactions set forth in the Project Facilities Agreement, shall not change its name, identity, corporate structure (including by merger, consolidation, change in corporate form or otherwise), sole place of business, chief executive office, type of organization or jurisdiction of organization or establish any trade names unless it has: (a) notified the Security Trustee in writing at least 30 days delivers to Lender, prior to any written notice of such change or establishment, identifying such new proposed name, identity, corporate structure, sole place of business, chief executive office, jurisdiction of organization or trade name and providing such other information in connection therewith as the Security Trustee may reasonably request; and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection relocation and the same or better priority of new location thereof (which must be within the Security Interest in the Collateral granted or intended to be granted and agreed to hereby. (g) Hereby authorizes the filing of any financing statements or continuation statements, and amendments to financing statements, or any similar document in any jurisdictions and with any filing offices as the Security Trustee, in its sole discretion, may determine are necessary or advisable to perfect or otherwise protect the Security Interest granted to the Security Trustee under this AgreementUnited States). Such financing statements may describe the Pledged Account that is a Securities Account in the same manner as described in this Agreement or may contain an indication or description of collateral that describes such property in any other manner as the Security Trustee, in its sole discretion, may determine is necessary, advisable or prudent to ensure the perfection of the Security Interest in the Pledged Account that is a Securities Account granted to the Security Trustee under this Agreement, whether now owned or hereafter acquired. The Pledgor shall Borrower will furnish to the Security Trustee Lender from time to time statements and schedules further identifying and describing the Pledged Account that is a Securities Account Collateral and such other reports in connection with the Pledged Account that is a Securities Account Collateral as the Security Trustee Lender may reasonably may request, all in reasonable detail. (e) Borrower shall not conduct business under any name other than as appears in this Agreement nor change or reorganize the type of Borrower’s business entity, nor change the location of any of the Collateral without the prior written consent of Lender. Borrower shall not transfer, sell or assign (by operating of law or otherwise) all or substantially all of Borrower’s assets or property without the prior written consent of Lender, except for in the ordinary course of Borrower’s business. (f) Borrower shall continue to conduct its business in the ordinary course and shall continue to collect and enforce all present and future payments due to Borrower, including without limitation, those payments due under the Mortgages.

Covenants and Further Assurances. The PledgorEach of the Securitization Parties agrees with the Purchasers: (a) Shall cause The Securitization Parties will use the Collateral to at all times be under proceeds from the “control” (within the meaning of Section 8-106, 9-106 and 9-104 sale of the UCC) of Notes in the Security Trustee. With respect to any Securities Account, such control shall be accomplished manner contemplated by this Agreement and the Pledgor causing the Securities Intermediary maintaining such Securities Account to enter into an agreement pursuant to which the Securities Intermediary shall agree to comply with the Security Trustee’s Entitlement Orders without further consent by the Pledgor and with respect to any Deposit Account, such control shall be accomplished by the Pledgor causing the Bank maintaining such Deposit Account to enter into an agreement pursuant to which the Bank shall agree to comply with the Security Trustee’s instructions without further consent by the Pledgorother Basic Documents. (b) Shall notThe Securitization Parties (i) shall complete on or prior to the Closing Date all filings and other similar actions required in connection with the creation and perfection of security interests in the Collateral as and to the extent required by the Indenture, the Notes and the other Basic Documents and (ii) after the Closing Date, shall complete all filings and other similar actions that need not be completed on the Closing Date but which may be required in connection with the creation and perfection or maintenance of security interests in the Collateral as and to the extent required by the Indenture, the Notes and the other Basic Documents. Within a reasonable period following the Closing Date not to exceed thirty (30) days, the Securitization Parties will furnish the Indenture Trustee certified copies of such documents or instruments necessary to (i) evidence the filings in each jurisdiction required to perfect by filing the lien purported to be created by the Indenture and (ii) evidence of registered lien, security interest, encumbrance, judgment and other lien searches that the Indenture Trustee and its counsel may reasonably request, which searches shall reflect no prior liens on any of the Collateral other than Permitted Liens. (c) So long as the Notes are outstanding, no Securitization Party shall be a company that is, or is required to be registered as, an “investment company” under the Investment Company Act for reasons other than exemption (3)(c)(1) or (3)(c)(7). (d) For a period of 180 days from the date of the Indenture, the Securitization Parties will not offer for sale, sell, contract to sell or otherwise dispose of, directly or indirectly, or file a registration statement for, or announce any offer, sale, contract for sale or other disposition of any debt securities issued or guaranteed by the Issuer (other than the Notes) without the express prior written consent of the Security TrusteeIndenture Trustee (acting at the written direction of the Noteholders). The Securitization Parties will not at any time offer, sell, assign, pledge contract to sell or otherwise encumberdispose of, directly or grant indirectly, any optionsecurities under circumstances where such offer, warrant sale, contract or other right to purchase disposition would require the Collateral, or otherwise diminish or impair any of its rights in, to or under any registration of the Collateral. (c) Shall defend the Collateral against any and all Security Interests or claims of any Person or entity adverse to the claim Notes under of the Security Trustee. (d) Shall do such other acts and things, all as the Security Trustee, from time to time, reasonably may request, to establish and maintain a valid, perfected Security Interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Security) to secure the performance and payment of the Senior Debt ObligationsSecurities Act. (e) Except So long as provided in the Project Facilities Agreement, shall not withdraw any funds or other Collateral from any Deposit Account or Securities Account prior U.S. Risk Retention Rules apply to the payment in full of any outstanding Senior Debt ObligationsNotes, the Securitization Parties will comply with such U.S. Risk Retention Rules. (fi) Without limiting On each anniversary of the Closing, the Issuer shall deliver to each holder of the Notes, for each Private Rating on each class of Notes, an updated Private Rating Letter, dated as of such date of delivery, and (ii) promptly following any prohibitions or restrictions on mergers or other transactions set forth in the Project Facilities Agreement, shall not change its name, identity, corporate structure (including by merger, consolidation, change in corporate form or otherwise)any Private Rating on any class of Notes, sole place of business, chief executive office, type of organization or jurisdiction of organization or establish any trade names unless it has: (a) notified the Security Trustee in writing at least 30 days prior Issuer shall deliver to any such change or establishment, identifying such new proposed name, identity, corporate structure, sole place of business, chief executive office, jurisdiction of organization or trade name and providing such other information in connection therewith as the Security Trustee may reasonably request; and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority each holder of the Security Interest Notes an updated Private Rating Letter in the Collateral granted or intended to be granted and agreed to herebyrespect of such affected class of Notes, dated as of such date of delivery. (g) Hereby authorizes the filing The Securitization Parties shall deliver to each holder of any financing statements or continuation statementsa Note, with reasonable promptness, such other data and amendments to financing statements, or any similar document in any jurisdictions and with any filing offices as the Security Trustee, in its sole discretion, may determine are necessary or advisable to perfect or otherwise protect the Security Interest granted information relating to the Security Trustee under this Agreement. Such financing statements may describe the Pledged Account that is business, operations, affairs, financial condition, assets or properties of a Securities Account in the same manner as described in this Agreement Securitization Party or may contain an indication or description of collateral that describes such property in any other manner as the Security Trustee, in its sole discretion, may determine is necessary, advisable or prudent to ensure the perfection of the Security Interest in the Pledged Account that is a Securities Account granted relating to the Security Trustee ability of a Securitization Party to perform its obligations hereunder and under this Agreement, whether now owned or hereafter acquired. The Pledgor shall furnish to the Security Trustee Notes as from time to time statements and schedules further identifying and describing may be reasonably requested by such holder of a Note. (h) The Securitization Parties will provide notice to the Pledged Account that holders of the Notes to the extent it or any Controlled Entity (i) is a Securities Account Blocked Person, (ii) has been notified that its name appears or may in the future appear on a State Sanctions List or (iii) is a target of sanctions that have been imposed by the United Nations, the United Kingdom or the European Union. (i) No Securitization Party, nor any Controlled Entity will be in violation of any applicable U.S. Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws. Each Securitization Party shall maintain or be subject to procedures and such other reports controls which it reasonably believes are adequate (and otherwise comply with applicable law) to ensure that the Securitization Party and each Controlled Entity is and will continue to be in connection compliance with all applicable U.S. Economic Sanctions Laws, Anti-Money Laundering Laws and Anti-Corruption Laws. No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, in violation of, or cause any holder of a Note to be in violation of, any applicable Anti-Money Laundering Laws; or will be used, directly or indirectly, for the purpose of making any improper payments, including bribes, to any Governmental Official or commercial counterparty in order to obtain, retain or direct business or obtain any improper advantage, in each case which would be in violation of, or cause any holder of a Note to be in violation of, any applicable Anti-Corruption Laws. (j) Each Securitization Party shall comply in all material respects with the Pledged Account that is 17g-5 Representation and shall, to the extent required, take the actions specified in paragraphs (a)(3)(iii)(A) through (E) of Rule 17g-5 of the Exchange Act with respect to the Notes. (k) Each Securitization Party will permit any authorized representative or agent designated by a Securities Account Noteholder to visit and inspect any of the properties of such Securitization Party, as the Security Trustee case may be, to examine the corporate books and financial records of such Securitization Party (only insofar as such books and financial records relate to the issuance of the Notes) and to inspect its records relating to the Notes and to discuss the affairs, finances, and accounts of such Securitization Party (only insofar as such books and financial records relate to the issuance of the Notes), as the case may be, with its principal officers, as applicable, and its independent accountants. In each case, such access shall be afforded only upon reasonable request and during normal business hours; provided, that prior to the occurrence of an Event of Default, the Noteholders, collectively, may conduct only two (2) such visits per calendar year. The Issuer shall reimburse the Noteholders for reasonable and documented expenses related to such visits and inspections. Each Securitization Party and each Noteholder and the representative of any such regulatory authority designated by the related Noteholder to view such information shall and shall cause their representatives to hold in confidence all such information except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) and except to the extent that such Noteholder and the Issuer may reasonably may request, all in reasonable detaildetermine that such disclosure is consistent with their obligations hereunder.

Covenants and Further Assurances. The Pledgor: (a) Shall cause the Collateral Each Debtor agrees that from time to time, at its own expense, it will promptly execute and deliver all times further instruments and documents, and take all further action, that may be under the “control” (within the meaning of Section 8-106reasonably necessary or desirable, 9-106 or that Lender may reasonably request, in order to perfect and 9-104 of the UCC) of the Security Trustee. With respect protect any security interest granted or purported to any Securities Account, such control shall be accomplished by the Pledgor causing the Securities Intermediary maintaining such Securities Account granted hereby or to enter into an agreement pursuant enable Lender to which the Securities Intermediary shall agree to comply with the Security Trustee’s Entitlement Orders without further consent by the Pledgor exercise and enforce rights and remedies hereunder with respect to any Deposit AccountCollateral. Without limiting the generality of the foregoing, each Debtor will, subject to the priority rights, if any, of the holders of the Senior Liens: (i) mxxx conspicuously each document included in the Collateral and each of its records pertaining to the Collateral, with a legend, in form and substance satisfactory to Lender, indicating that such control shall document or Collateral is subject to the security interest granted hereby; (ii) transfer, register or otherwise put any of the Collateral in the name of Lender or its nominee; and (iii) execute and file such Financing Statements, and such other instruments or notices, as may be accomplished by necessary or desirable, or as Lender may request, in order to perfect and preserve the Pledgor causing the Bank maintaining such Deposit Account security interest granted or purported to enter into an agreement pursuant to which the Bank shall agree to comply with the Security Trustee’s instructions without further consent by the Pledgorbe granted hereby. (b) Shall not, Debtors hereby authorize Lender to file one or more Financing Statements relative to all or any part of the Collateral without the express prior written consent signature of the Security TrusteeDebtors where permitted by law. A carbon, sell, assign, pledge or otherwise encumber, or grant any option, warrant photographic or other right to purchase reproduction of this Agreement or any financing statement covering the CollateralCollateral or any part thereof shall be sufficient as a Financing Statement where permitted by law. Each Debtor acknowledges and agrees that any Financing Statement filed by or on behalf of Lender against such Debtor, whether such filing is or otherwise diminish or impair any of its rights in, was made prior to or under any after the date of this Agreement, is hereby deemed to include the Collateralsecurity interest granted by this Agreement, regardless of whether such Financing Statement is or was filed in connection with the Loan or some other indebtedness owed to Lender. (c) Shall defend Debtors shall at all times maintain the Collateral against any and all Security Interests or claims their respective books of any Person or entity adverse account and records relating to the claim Collateral at their Principal Place of the Security Trustee. (d) Shall do such other acts Business, and things, all as the Security Trustee, from time to time, reasonably may request, to establish and maintain a valid, perfected Security Interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Security) to secure the performance and payment of the Senior Debt Obligations. (e) Except as provided in the Project Facilities Agreement, shall not withdraw any funds or other relocate such books of account and records and Collateral from any Deposit Account or Securities Account unless they deliver to Lender, prior to the payment in full written notice of any outstanding Senior Debt Obligations. (f) Without limiting any prohibitions or restrictions on mergers or other transactions set forth in the Project Facilities Agreement, shall not change its name, identity, corporate structure (including by merger, consolidation, change in corporate form or otherwise), sole place of business, chief executive office, type of organization or jurisdiction of organization or establish any trade names unless it has: (a) notified the Security Trustee in writing at least 30 days prior to any such change or establishment, identifying such new proposed name, identity, corporate structure, sole place of business, chief executive office, jurisdiction of organization or trade name and providing such other information in connection therewith as the Security Trustee may reasonably request; and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection relocation and the same or better priority of new location thereof (which must be within the Security Interest in the Collateral granted or intended to be granted and agreed to hereby. (g) Hereby authorizes the filing of any financing statements or continuation statements, and amendments to financing statements, or any similar document in any jurisdictions and with any filing offices as the Security Trustee, in its sole discretion, may determine are necessary or advisable to perfect or otherwise protect the Security Interest granted to the Security Trustee under this AgreementUnited States). Such financing statements may describe the Pledged Account that is a Securities Account in the same manner as described in this Agreement or may contain an indication or description of collateral that describes such property in any other manner as the Security Trustee, in its sole discretion, may determine is necessary, advisable or prudent to ensure the perfection of the Security Interest in the Pledged Account that is a Securities Account granted to the Security Trustee under this Agreement, whether now owned or hereafter acquired. The Pledgor shall Debtors will furnish to the Security Trustee Lender from time to time statements and schedules further identifying and describing the Pledged Account that is a Securities Account Collateral and such other reports in connection with the Pledged Account that is a Securities Account Collateral as the Security Trustee Lender may reasonably may request, all in reasonable detail.