Common use of Protection of Collateral; Acknowledgment of Pledge Clause in Contracts

Protection of Collateral; Acknowledgment of Pledge. (a) Each of the Issuing Entity and the Grantor Trust shall from time to time execute and deliver all such supplements and amendments hereto and authorize or execute, as applicable, and prepare, deliver and file all such financing statements, continuation statements, instruments of further assurance and other instruments, and shall take such other action necessary or advisable to: (i) maintain or preserve the Lien (and the priority thereof) of this Indenture or carry out more effectively the purposes hereof; (ii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture and the priority thereof; (iii) enforce the rights of the Indenture Trustee and the Noteholders in any of the Collateral; or (iv) preserve and defend title to the Collateral and the rights of the Indenture Trustee and the Secured Parties in such Collateral against the claims of all persons and parties, and the Issuing Entity hereby designates the Indenture Trustee its agent and attorney-in-fact to authorize or execute any financing statement, continuation statement or other instrument required by this Section 3.5; provided, however, that the Indenture Trustee shall not be obligated to execute or authorize such instruments except upon the written direction from the Administrator or the Issuing Entity. (b) The Indenture Trustee acknowledges the pledge by the Issuing Entity to the Indenture Trustee, pursuant to the Granting Clause of this Indenture, of all of the Issuing Entity’s right, title and interest in and to (i) the Class N Reserve Account, so long as the Class N Notes remain Outstanding and (ii) the Reserve Account, so long as the Class D Notes remain Outstanding, in order to provide for the payment to the Securityholders and the Servicer in accordance with Section 2.7 and to assure availability of the amounts maintained in the Class N Reserve Account and the Reserve Account for the benefit of the Securityholders and the Servicer. (c) Each of the Issuing Entity and the Grantor Trust hereby authorizes the Indenture Trustee to file all financing statements naming the Issuing Entity and the Grantor Trust, as applicable, as debtor that are necessary or advisable to perfect, make effective or continue the lien and security interest of this Indenture, and authorizes the Indenture Trustee to take any such action without its signature, it being understood that the Indenture Trustee has no obligation to effect any filings of financing or continuation statements.

Protection of Collateral; Acknowledgment of Pledge. (a) Each of the Issuing Entity and the Grantor Trust shall from time to time execute and deliver all such supplements and amendments hereto and authorize or execute, as applicable, and prepare, deliver and file all such financing statements, continuation statements, instruments of further assurance and other instruments, and shall take such other action necessary or advisable to: (i) maintain or preserve the Lien (and the priority thereof) of this Indenture or carry out more effectively the purposes hereof; (ii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture and the priority thereof; (iii) enforce the rights of the Indenture Trustee and the Noteholders in any of the Collateral; or (iv) preserve and defend title to the Collateral and the rights of the Indenture Trustee and the Secured Parties in such Collateral against the claims of all persons and parties, and the Issuing Entity hereby designates the Indenture Trustee its agent and attorney-in-fact to authorize or execute any financing statement, continuation statement or other instrument required by this Section 3.5; provided, however, that the Indenture Trustee shall not be obligated to execute or authorize such instruments except upon the written direction from the Administrator or the Issuing Entity. (b) The Indenture Trustee acknowledges the pledge by the Issuing Entity to the Indenture Trustee, pursuant to the Granting Clause of this Indenture, of all of the Issuing Entity’s right, title and interest in and to (i) the Class N Reserve Account, so long as the Class N Notes remain Outstanding and (ii) the Reserve Account, so long as the Class D E Notes remain Outstanding, in order to provide for the payment to the Securityholders and the Servicer in accordance with Section 2.7 and to assure availability of the amounts maintained in the Class N Reserve Account and the Reserve Account for the benefit of the Securityholders and the Servicer. (c) Each of the Issuing Entity and the Grantor Trust hereby authorizes the Indenture Trustee to file all financing statements naming the Issuing Entity and the Grantor Trust, as applicable, as debtor that are necessary or advisable to perfect, make effective or continue the lien and security interest of this Indenture, and authorizes the Indenture Trustee to take any such action without its signature, it being understood that the Indenture Trustee has no obligation to effect any filings of financing or continuation statements.

Protection of Collateral; Acknowledgment of Pledge. (a) Each of the Issuing Entity and the Grantor Trust The Issuer shall from time to time execute and deliver all such supplements and amendments hereto and authorize or execute, as applicable, and prepare, deliver and file all such financing statements, amendments thereto, continuation statements, assignments, certificates, instruments of further assurance and other instruments, and shall take such other action as may be determined to be necessary or advisable in an Opinion of Counsel to the Owner Trustee delivered to the Indenture Trustee to: (i) maintain or preserve the Lien lien and security interest (and the priority thereof) of this Indenture or carry out more effectively the purposes hereofhereof including by making the necessary filings of financing statements or amendments thereto within sixty days after the occurrence of any of the following: (A) any change in the name of the Issuer (or its successor), (B) any change in the jurisdiction of formation of the Issuer (or its successor) and (C) any merger or consolidation or other change in the identity or organizational structure of the Issuer and by promptly notifying the Indenture Trustee of any such filings; (ii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture and the priority thereofIndenture; (iii) enforce the rights of the Indenture Trustee and the Noteholders in any of the Collateral; or (iv) preserve and defend title to the Collateral and the rights of the Indenture Trustee and the Secured Parties Noteholders in such Collateral against the claims of all persons Persons and parties, and the Issuing Entity Issuer hereby designates authorizes the Indenture Trustee its agent to execute and attorney-in-fact to authorize or execute file any financing statement, continuation statement or other instrument required by the Indenture Trustee pursuant to this Section 3.5; provided, however, that the Indenture Trustee shall not be obligated to execute or authorize such instruments except upon the written direction from the Administrator or the Issuing Entity. (b) The Indenture Trustee acknowledges the pledge by the Issuing Entity to the Indenture Trustee, pursuant to the Granting Clause of this Indenture, of all of the Issuing Entity’s right, title and interest in and to (i) the Class N Reserve Account, so long as the Class N Notes remain Outstanding and (ii) the Reserve Account, so long as the Class D Notes remain Outstanding, in order to provide for the payment to the Securityholders and the Servicer in accordance with Section 2.7 and to assure availability of the amounts maintained in the Class N Reserve Account and the Reserve Account for the benefit of the Securityholders and the Servicer. (c) Each of the Issuing Entity and the Grantor Trust hereby authorizes the Indenture Trustee to file all financing statements naming the Issuing Entity and the Grantor Trust, as applicable, as debtor that are necessary or advisable to perfect, make effective or continue the lien and security interest of this Indenture, and authorizes the Indenture Trustee to take any such action without its signature, it being understood that the Indenture Trustee has no obligation to effect any filings of financing or continuation statements.

Protection of Collateral; Acknowledgment of Pledge. (a) Each of the Issuing Entity and the Grantor Trust shall from time to time execute and deliver all such supplements and amendments hereto and authorize or execute, as applicable, and prepare, deliver and file all such financing statements, continuation statements, instruments of further assurance and other instruments, and shall take such other action necessary or advisable to: (i) maintain or preserve the Lien (and the priority thereof) of this Indenture or carry out more effectively the purposes hereof; (ii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture and the priority thereof; (iii) enforce the rights of the Indenture Trustee and the Noteholders in any of the Collateral; or (iv) preserve and defend title to the Collateral and the rights of the Indenture Trustee and the Secured Parties in such Collateral against the claims of all persons and parties, and the Issuing Entity hereby designates the Indenture Trustee its agent and attorney-in-fact to authorize or execute any financing statement, continuation statement or other instrument required by this Section 3.5; provided, however, that the Indenture Trustee shall not be obligated to execute or authorize such instruments except upon the written direction from the Administrator or the Issuing Entity. (b) The Indenture Trustee acknowledges the pledge by the Issuing Entity to the Indenture Trustee, pursuant to the Granting Clause of this Indenture, of all of the Issuing Entity’s right, title and interest in and to (i) the Class N Reserve Account, so long as the Class N Notes remain Outstanding and (ii) the Reserve Account, so long as the Class D E Notes remain Outstanding, in order to provide for the payment to the Securityholders and the Servicer in accordance with Section 2.7 and to assure availability of the amounts maintained in the Class N Reserve Account and the Reserve Account for the benefit of the Securityholders and the Servicer. (c) Each of the Issuing Entity and the Grantor Trust hereby authorizes the Indenture Trustee to file all financing statements naming the Issuing Entity and the Grantor Trust, as applicable, as debtor that are necessary or advisable to perfect, make effective or continue the lien and security interest of this Indenture, and authorizes the Indenture Trustee to take any such action without its signature, it being understood that the Indenture Trustee has no obligation to effect any filings of financing or continuation statements.

Protection of Collateral; Acknowledgment of Pledge. (a) Each of the Issuing Entity and the Grantor Trust The Issuer shall from time to time execute and deliver all such supplements and amendments hereto and authorize or execute, as applicable, and prepare, deliver and file all such financing statements, amendments thereto, continuation statements, assignments, certificates, instruments of further assurance and other instruments, and shall take such other action necessary or advisable to: (i) : maintain or preserve the Lien lien and security interest (and the priority thereof) of this Indenture or carry out more effectively the purposes hereof; , including by making the necessary filings of financing statements or amendments thereto within thirty days prior to the occurrence of any of the following: (iiA) any change in the Issuer's name, (B) any change in the location of the Issuer's principal place of business, (C) any merger or consolidation or other change in the Issuer's identity or organizational structure and by promptly notifying in writing the Indenture Trustee of any such filings and (D) any other change or occurrence that would make any financing statement or amendment seriously misleading within the meaning of Section 9-402(7) of the UCC; perfect, publish notice of or protect the validity of any Grant grant of a security interest made or to be made by this Indenture and the priority thereof; (iii) Indenture; enforce the rights of the Indenture Trustee and the Noteholders in any of the Collateral; or (iv) or preserve and defend title to the Collateral and the rights of the Indenture Trustee and the Secured Parties Noteholders in such Collateral against the claims of all persons Persons and parties, and the Issuing Entity Issuer hereby designates the Indenture Trustee its agent and attorney-in-fact to authorize or execute any financing statement, continuation statement or other instrument required by pursuant to this Section 3.5; provided. In addition, however, that the Issuer shall deliver to the Indenture Trustee all documents constituting "instruments" (as defined in the UCC as in effect in the applicable jurisdiction) as shall not be obligated have been delivered to execute or authorize such instruments except upon the written direction from the Administrator or the Issuing Entity. (b) The Indenture Trustee acknowledges the pledge it by the Issuing Entity to the Indenture Trustee, Seller pursuant to the Granting Clause of this Indenture, of all terms of the Issuing Entity’s right, title and interest in and to (i) the Class N Reserve Account, so long as the Class N Notes remain Outstanding and (ii) the Reserve Account, so long as the Class D Notes remain Outstanding, in order to provide for the payment Receivables Purchase Agreement relating to the Securityholders and the Servicer in accordance Collateral with Section 2.7 and to assure availability of the amounts maintained in the Class N Reserve Account and the Reserve Account for the benefit of the Securityholders and the Servicer. (c) Each of the Issuing Entity and the Grantor Trust hereby authorizes such endorsements attached as the Indenture Trustee to file all financing statements naming the Issuing Entity and the Grantor Trust, as applicable, as debtor that are necessary or advisable to perfect, make effective or continue the lien and security interest of this Indenture, and authorizes the Indenture Trustee to take any such action without its signature, it being understood that the Indenture Trustee has no obligation to effect any filings of financing or continuation statementsmay reasonably require.

Protection of Collateral; Acknowledgment of Pledge. (a) Each of the Issuing Entity and the Grantor Trust The Issuer -------------------------------------------------- shall from time to time execute and deliver all such supplements and amendments hereto and authorize or execute, as applicable, and prepare, deliver and file all such financing statements, amendments thereto, continuation statements, assignments, certificates, instruments of further assurance and other instruments, and shall take such other action as may be determined to be necessary or advisable in an Opinion of Counsel to the Owner Trustee delivered to the Indenture Trustee to: (i) maintain or preserve the Lien lien and security interest (and the priority thereof) of this Indenture or carry out more effectively the purposes hereofhereof including by making the necessary filings of financing statements or amendments thereto within sixty days after the occurrence of any of the following: (A) any change in the name of the Issuer (or its successor), (B) any change in the jurisdiction of formation of the Issuer (or its successor) and (C) any merger or consolidation or other change in the identity or organizational structure of the Issuer and by promptly notifying the Indenture Trustee of any such filings; (ii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture and the priority thereofIndenture; (iii) enforce the rights of the Indenture Trustee and the Noteholders in any of the Collateral; or (iv) preserve and defend title to the Collateral and the rights of the Indenture Trustee and the Secured Parties Noteholders in such Collateral against the claims of all persons Persons and parties, and the Issuing Entity Issuer hereby designates authorizes the Indenture Trustee its agent to execute and attorney-in-fact to authorize or execute file any financing statement, continuation statement or other instrument required by the Indenture Trustee pursuant to this Section 3.5; provided, however, that the Indenture Trustee shall not be obligated to execute or authorize such instruments except upon the written direction from the Administrator or the Issuing Entity. (b) The Indenture Trustee acknowledges the pledge by the Issuing Entity to the Indenture Trustee, pursuant to the Granting Clause of this Indenture, of all of the Issuing Entity’s right, title and interest in and to (i) the Class N Reserve Account, so long as the Class N Notes remain Outstanding and (ii) the Reserve Account, so long as the Class D Notes remain Outstanding, in order to provide for the payment to the Securityholders and the Servicer in accordance with Section 2.7 and to assure availability of the amounts maintained in the Class N Reserve Account and the Reserve Account for the benefit of the Securityholders and the Servicer. (c) Each of the Issuing Entity and the Grantor Trust hereby authorizes the Indenture Trustee to file all financing statements naming the Issuing Entity and the Grantor Trust, as applicable, as debtor that are necessary or advisable to perfect, make effective or continue the lien and security interest of this Indenture, and authorizes the Indenture Trustee to take any such action without its signature, it being understood that the Indenture Trustee has no obligation to effect any filings of financing or continuation statements.

Protection of Collateral; Acknowledgment of Pledge. (a) Each The Borrower intends the security interest granted pursuant to this Agreement in favor of the Issuing Entity Trustee, for the benefit of the Secured Parties, to be prior to all other liens in respect of the Collateral (other than Permitted Liens), and the Grantor Trust Borrower shall take all actions necessary to obtain and maintain, in favor of the Trustee, for the benefit of the Secured Parties, a first lien on and a first priority, perfected security interest in the Collateral. The Borrower shall from time to time execute and deliver all such supplements and amendments hereto and authorize or execute, as applicable, and prepare, deliver and file all such financing statements, continuation statements, instruments of further assurance and other instruments, and shall take such other action necessary or advisable to: (i) maintain or preserve the Lien lien and security interest (and the priority thereof) of this Indenture Agreement or carry out more effectively the purposes hereof, including by making the necessary filings of financing statements or amendments thereto within 30 days after the occurrence of any of the following and by promptly notifying the Trustee and the Administrative Agent of any such filings: (A) any change in the Borrower’s true legal name, (B) any merger or consolidation or other change in the Borrower’s identity or organizational structure or jurisdiction of organization or in which the Borrower is located for purposes of the UCC and (C) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; (ii) perfect, publish notice of or protect the validity of any Grant grant made or to be made by this Indenture Agreement and the priority thereof; (iii) enforce the rights of the Indenture Trustee and the Noteholders Secured Parties in any of the Collateral; or; (iv) preserve and defend title to the Collateral and the rights of the Indenture Trustee and the Secured Parties in such Collateral against the claims of all persons and parties, ; or (v) pay all taxes or assessments levied or assessed upon the Collateral when due; and the Issuing Entity Borrower hereby designates the Indenture Trustee its agent and attorney-in-fact to authorize or and/or execute any financing statement, continuation statement or other instrument required by the Trustee pursuant to this Section 3.5; provided, however, that 9.6 in accordance with Section 9.7 hereof. The right provided to the Indenture Trustee shall in the immediately preceding sentence will not be obligated to execute create any duty or authorize such instruments except upon obligation on the written direction from part of the Administrator or the Issuing EntityTrustee. (b) The Indenture Trustee acknowledges the pledge by the Issuing Entity to the Indenture Trustee, pursuant to the Granting Clause of this Indenture, of all of the Issuing Entity’s right, title and interest in and to (i) the Class N Reserve Account, so long as the Class N Notes remain Outstanding and (ii) the Reserve Account, so long as the Class D Notes remain Outstanding, in order to provide for the payment to the Securityholders and the Servicer in accordance with Section 2.7 and to assure availability of the amounts maintained in the Class N Reserve Account and the Reserve Account for the benefit of the Securityholders and the Servicer. (c) Each of the Issuing Entity and the Grantor Trust Borrower hereby authorizes the Indenture Trustee to file all financing statements, continuation statements or other instrument required to be filed, naming the Issuing Entity and the Grantor Trust, as applicable, Borrower as debtor that are necessary or advisable to perfect, make effective or continue the lien and security interest of this IndentureAgreement, and authorizes the Indenture Trustee to take any such action without its signature, it being understood that . The right provided to the Indenture Trustee has no in the immediately preceding sentence will not create any duty or obligation to effect any filings on the part of financing the Trustee or continuation statementsrelieve the Borrower of its obligations under this Section 9.6.