Common use of Protection of Collateral Clause in Contracts

Protection of Collateral. (a) The Issuer will (i) execute and deliver all such supplements and amendments to this Indenture and instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) take such other action, in each case necessary or advisable to: (A) maintain or preserve the Lien and security interest (and the priority of such security interest) of this Indenture or carry out more effectively the purposes of this Indenture; (B) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (C) enforce any of the Collateral; or (D) preserve and defend title to the Collateral and the rights of the Indenture Trustee and the Secured Parties in the Collateral against the claims of all Persons. (b) The Issuer authorizes the Administrator and the Indenture Trustee to file any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments to such statements, are required to be filed pursuant to this Section 3.5 or (ii) to file any such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do so.

Protection of Collateral. (a) The Issuer will (i) Borrower, or the Services Provider on behalf of and at the expense of the Borrower, shall from time to time execute and deliver all such supplements and amendments to this Indenture hereto and file or authorize the filing of all such UCC-1 financing statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) shall take such other action, in each case action as may be necessary or advisable or desirable to secure the rights and remedies of the Lenders hereunder and to: (Ai) maintain grant security more effectively on all or preserve any portion of the Lien and Collateral; (ii) maintain, preserve, protect and/or perfect any grant of security interest made or to be made by this Agreement including, without limitation, the first priority nature (and the priority of such security interestsubject to Permitted Liens) of this Indenture the lien or carry out more effectively the purposes of this Indenturehereof; (Biii) perfect, publish notice of or protect the validity of any Grant grant made or to be made by this IndentureAgreement (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations); (Civ) enforce any of the Collateral; orCollateral or other instruments or property included in the Collateral (or any portion thereof); (Dv) preserve and defend title to the Collateral and the rights therein of the Indenture Trustee Collateral Agent and the Secured Parties in the Collateral against the claims of all Persons.Persons and parties; and (bvi) pay or cause to be paid any and all material Taxes levied or assessed upon all or any part of the Collateral, except to the extent such Taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted; provided that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor. The Issuer Borrower hereby authorizes the Administrator Collateral Agent as its agent and the Indenture Trustee attorney in fact to prepare and file any UCC-1 financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such financing and continuation statements statement (which may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral collateral as “all assets” of the Issuer”). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing continuation statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statementsall other instruments, and amendments to such statementstake all other actions, are required to be filed pursuant to this Section 3.5 6.3. Such authorization shall not impose upon the Collateral Agent, or (ii) release or diminish, the Borrower’s obligations under this Section 6.3. The Borrower further authorizes the Administrative Agent’s United States counsel to file any such UCC-1 or UCC-3 financing or continuation statements, or amendment to such statements, statements that may be required by the Agents in connection with this Agreement and will not be liable for failure to do sothe transactions contemplated hereby.

Protection of Collateral. (a) The Issuer will (i) execute Borrower shall from time to time execute, deliver, file and/or authorize the filing of all UCC-1 financing statements and deliver all such supplements continuation statements and amendments to this Indenture and the equivalent thereof in any applicable foreign jurisdiction, if applicable, instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) shall take such other action, in each case action as may be necessary or advisable to secure the rights and remedies of the Secured Parties hereunder and to: (Aa) maintain grant security more effectively on all or any portion of the Collateral; (b) maintain, preserve and perfect any grant of security made or to be made by this Agreement including the first priority nature of the Lien and security interest (and the priority of such security interest) of this Indenture granted hereunder or to carry out more effectively the purposes of this Indenturehereof; (Bc) perfect, publish notice of or protect the validity of any Grant grant made or to be made by this IndentureAgreement (including any and all actions necessary as a result of changes in Law); (Cd) enforce any of the Collateral or other instruments or property included in the Collateral; or; (De) preserve and defend title to the Collateral and the rights therein of the Indenture Trustee Collateral Agent and the Secured Parties in the Collateral against the claims of all Persons.third parties; and (bf) The Issuer authorizes the Administrator pay or cause to be paid any and the Indenture Trustee to file all taxes levied or assessed upon all or any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest part of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe The Borrower hereby designates the Collateral Agent as its agent and attorney in fact to prepare and file any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such UCC-1 financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make and the equivalent thereof in any determination of whether any such financing or continuation statementsapplicable foreign jurisdiction, if applicable, and amendments to such statementsall other instruments, are and take all other actions, required to be filed pursuant to this Section 3.5 7.07 if the Borrower fails to take any such action within ten (10) Business Days after either Agent’s request therefor. Such designation shall not impose upon the Collateral Agent or (ii) the Administrative Agent or any other Secured Party, or release or diminish, the Borrower’s obligations under this Section 7.07. The Borrower further authorizes the Collateral Agent to file UCC-1 financing statements or the equivalent thereof in any such financing foreign jurisdiction, if applicable, that name the Borrower as debtor and the Collateral Agent as secured party and that describes “all assets in which the debtor now or continuation statements, or amendment to such statements, and will not be liable for failure to do sohereafter has rights” as the Collateral in which the Collateral Agent has a grant of security hereunder.

Protection of Collateral. (a) The Issuer intends the security interest Granted pursuant to this Indenture in favor of the Indenture Trustee on behalf of the Noteholders to be prior to all other liens in respect of the Collateral, and the Issuer shall take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders, a first lien on and a first priority, perfected security interest in the Collateral. The Issuer will (i) from time to time execute and deliver all such supplements and amendments to this Indenture hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize all as prepared by the Servicer and cause delivered to be filed all such financing statements the Issuer, and amendments and continuations of such financing statements and (iii) will take such other action, in each case action necessary or advisable to: (Ai) Grant more effectively all or any portion of the Collateral; (ii) maintain or preserve the Lien lien and security interest (and the priority of such security interestthereof) of created by this Indenture or carry out more effectively the purposes of this Indenturehereof; (Biii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (Civ) enforce any of the Collateral; or; (Dv) preserve and defend title to the Collateral and the rights of the Indenture Trustee and the Secured Parties Noteholders in the such Collateral against the claims of all Persons.persons and parties; and (bvi) pay all taxes or assessments levied or assessed upon the Collateral when due. The Issuer shall file the financing statements on Form UCC-1. All financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee in connection herewith describing the Collateral shall contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement, except as permitted in the Indenture, will violate the rights of the Secured Party.” The Issuer hereby authorizes the Administrator and the Indenture Trustee to file all continuation statements or other instruments required to be executed pursuant to this Section and hereby designates the Indenture Trustee its agent and attorney-in-fact for such purpose; provided, however, that the Indenture Trustee shall have no obligation to monitor or file any financing or statements, continuation statements, and financing statement amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest of any other instrument. The Issuer authorizes the Indenture Trustee and its counsel to file UCC financing statements in the Collateral. Such financing form and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine substance satisfactory to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, describing the collateral as applicable“all assets of the Issuer, will deliver to the Issuer file-stamped copies of, whether now owned or filing receipts for, any such financing statement existing or hereafter acquired or arising and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statementswheresoever located, and amendments all proceeds and products thereof” or words to such statements, are required to be filed pursuant to this Section 3.5 or (ii) to file any such financing or continuation statements, or amendment to such statementsthat effect, and will not any limitations on such collateral description, notwithstanding that such collateral description may be liable for failure to do sobroader in scope than the Collateral described in this Indenture.

Protection of Collateral. (a) The Issuer intends the security interest Granted pursuant to this Indenture in favor of the Indenture Trustee on behalf of the Noteholders to be prior to all other liens in respect of the Collateral, and the Issuer shall take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders, a first lien on and a first priority, perfected security interest in the Collateral. The Issuer will (i) from time to time execute and deliver all such supplements and amendments to this Indenture hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize all as prepared by the Servicer and cause delivered to be filed all such financing statements the Issuer, and amendments and continuations of such financing statements and (iii) will take such other action, in each case action necessary or advisable to: (Ai) Grant more effectively all or any portion of the Collateral; (ii) maintain or preserve the Lien lien and security interest (and the priority of such security interestthereof) of created by this Indenture or carry out more effectively the purposes of this Indenturehereof; (Biii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (Civ) enforce any of the Collateral; or; (Dv) preserve and defend title to the Collateral and the rights of the Indenture Trustee and the Secured Parties Noteholders in the such Collateral against the claims of all Persons.persons and parties; and (bvi) pay all taxes or assessments levied or assessed upon the Collateral when due. The Issuer authorizes shall file the Administrator and financing statements on Form UCC-1. All financing statements filed or to be filed against the Indenture Trustee to file any financing or continuation statements, and amendments to such statements, Issuer in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest favor of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe connection herewith describing the Collateral shall contain a statement to the following effect: “A purchase of or security interest in any manner collateral described in this financing statement, except as permitted in the Administrator or Indenture, will violate the rights of the Secured Party.” The Issuer hereby authorizes the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trusteeexecute, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statementsif necessary, and amendments to such statements, are file all continuation statements or other instruments required to be filed pursuant to this Section 3.5 and hereby designates the Indenture Trustee its agent and attorney-in-fact for such purpose; provided, however, that the Indenture Trustee shall have no obligation to monitor or (ii) to file any such financing or statements, continuation statements, financing statement amendments or amendment to such any other instrument. The Issuer shall file UCC financing statements, describing the collateral as “all assets of the Issuer, whether now owned or existing or hereafter acquired or arising and will not wheresoever located, and all proceeds and products thereof” or words to that effect, and any limitations on such collateral description, notwithstanding that such collateral description may be liable for failure to do sobroader in scope than the Collateral described in this Indenture.

Protection of Collateral. (a) The Issuer intends the security interest Granted pursuant to this Indenture in favor of the Indenture Trustee on behalf of the Noteholders to be prior to all other liens in respect of the Collateral, and the Issuer shall take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders, a first lien on and a first priority, perfected security interest in the Collateral. The Issuer will (i) from time to time execute or authorize, as applicable, and deliver all such supplements and amendments to this Indenture hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize all as prepared by the Servicer and cause delivered to be filed all such financing statements the Issuer, and amendments and continuations of such financing statements and (iii) will take such other action, in each case action necessary or advisable to: (Ai) Grant more effectively all or any portion of the Collateral; (ii) maintain or preserve the Lien lien and security interest (and the priority of such security interestthereof) of created by this Indenture or carry out more effectively the purposes of this Indenturehereof; (Biii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (Civ) enforce any of the Collateral; or; (Dv) preserve and defend title to the Collateral and the rights of the Indenture Trustee and the Secured Parties Noteholders in the such Collateral against the claims of all Persons.persons and parties; or (bvi) pay all taxes or assessments levied or assessed upon the Collateral when due. The Issuer authorizes hereby designates the Administrator Indenture Trustee its agent and attorney-in-fact to execute all financing statements, continuation statements or other instruments required to be executed pursuant to this Section and the Indenture Trustee to file any shall execute all financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments to such statements, are other instruments required to be filed executed pursuant to this Section 3.5 or (ii) to file any such financing or continuation statements, or amendment to such statements, section upon written notice and will not be liable for failure to do soinstructions from the Issuer.

Protection of Collateral. (a) The Issuer will (i) from time to time prepare, execute and deliver all such supplements and amendments to this Indenture hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) will take such other action, in each case action necessary or advisable to: (Ai) maintain or preserve the Lien lien and security interest (and the priority of such security interestthereof) of this Indenture or carry out more effectively the purposes of this Indenturehereof; (Bii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (Ciii) cause the Issuer, the Servicer or the Master Servicer to enforce any of the Collateralrights to the Mortgage Loans; or (Div) preserve and defend title to the Collateral Trust and the rights of the Indenture Trustee and the Secured Parties Noteholders in the Collateral Trust against the claims of all Personspersons and parties. (b) The Issuer authorizes the Administrator and Except as otherwise provided in this Indenture, the Indenture Trustee shall not remove any portion of the Trust that consists of money or is evidenced by an instrument, certificate or other writing from the jurisdiction in which it was held at the date of the most recent Opinion of Counsel delivered pursuant to file any financing Section 3.07 hereof (or continuation statementsfrom the jurisdiction in which it was held as described in the Opinion of Counsel delivered on the Closing Date pursuant to Section 3.07(a) hereof), and amendments or if no Opinion of Counsel has yet been delivered pursuant to such statementsSection 3.07(b) hereof, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest of unless the Indenture Trustee in shall have first received an Opinion of Counsel to the Collateraleffect that the lien and security interest created by this Indenture with respect to such property will continue to be maintained after giving effect to such action or actions. Such financing and continuation statements may describe the Collateral in any manner as the Administrator or The Issuer hereby designates the Indenture Trustee may reasonably determine its agent and attorney-in-fact to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trusteesign any financing statement, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments to such statements, are other instrument required to be filed signed pursuant to this Section 3.5 or (ii) 3.06 upon the Issuer’s preparation thereof and delivery to file any such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do sothe Indenture Trustee.

Protection of Collateral. (a) The Issuer intends the security interest Granted pursuant to this Indenture in favor of the Indenture Trustee on behalf of the Noteholders to be prior to all other liens in respect of the Collateral, and the Issuer shall take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders, a first lien on and a first priority, perfected security interest in the Collateral. The Issuer will (i) from time to time execute and deliver all such supplements and amendments to this Indenture hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize all as prepared by the Servicer and cause delivered to be filed all such financing statements the Issuer, and amendments and continuations of such financing statements and (iii) will take such other action, in each case action necessary or advisable to: (Ai) Grant more effectively all or any portion of the Collateral; (ii) maintain or preserve the Lien lien and security interest (and the priority of such security interestthereof) of created by this Indenture or carry out more effectively the purposes of this Indenturehereof; (Biii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (Civ) enforce any of the Collateral; or; (Dv) preserve and defend title to the Collateral and the rights of the Indenture Trustee and the Secured Parties Noteholders in the such Collateral against the claims of all Persons.persons and parties; and (bvi) pay all taxes or assessments levied or assessed upon the Collateral when due. The Issuer shall file the financing statements on Form UCC1. All financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee in connection herewith describing the Collateral shall contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement, except as permitted in the Indenture, will violate the rights of the Secured Party.” The Issuer hereby authorizes the Administrator and the Indenture Trustee to file any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments to such statements, are other instruments required to be filed executed pursuant to this Section 3.5 and hereby designates the Indenture Trustee its agent and attorney-in-fact for such purpose; provided, however, that the Indenture Trustee shall have no obligation to monitor or (ii) to file any such financing or statements, continuation statements, financing statement amendments or amendment to such statements, and will not be liable for failure to do soany other instrument.

Protection of Collateral. (a) The Issuer will (i) Borrower shall from time to time execute and deliver all such supplements and amendments to this Indenture hereto and file or authorize the filing of all such UCC-1 financing statements and continuation statements, instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) shall take such other action, in each case action as may be necessary or advisable to secure the rights and remedies of the Secured Parties hereunder and to: (Aa) maintain grant security more effectively on all or any portion of the Collateral; (b) maintain, preserve and perfect any grant of security made or to be made by this Agreement including the first-priority nature of the Lien and security interest (and the priority of such security interestsubject to Permitted Liens) of this Indenture or carry out more effectively the purposes of this Indenturehereof; (Bc) perfect, publish notice of perfect or protect the validity of any Grant grant made or to be made by this IndentureAgreement (including any and all actions necessary or desirable as a result of changes in Applicable Law); (Cd) enforce any of the Collateral or other instruments or property included in the Collateral; or; (De) preserve and defend title to the Collateral and the rights therein of the Indenture Trustee Collateral Agent and the other Secured Parties in the Collateral against the claims of all Persons.third parties; and (bf) pay or cause to be paid any and all Taxes levied or assessed upon all or any part of the Collateral (other than Taxes which are being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with GAAP). If the Borrower fails to prepare and file any instrument or to take any action required pursuant to this Section 7.07 within ten (10) Business Days after the Administrative Agent’s request and written instruction therefor, the Borrower hereby designates the Collateral Agent as its agent to prepare and file such instrument and take such action required pursuant to this Section 7.07. The Issuer authorizes Borrower further authorizes, but does not obligate, the Administrator and the Indenture Trustee Collateral Agent to file any UCC-1 financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such financing statements and continuation statements may describe therefor, that name the Borrower as debtor and the Collateral Agent as secured party and that describes “all assets in which the debtor now or hereafter has rights” (or words of similar effect) as the Collateral in any manner as which the Administrator Collateral Agent has a grant of security hereunder. Such designation shall not impose upon the Collateral Agent or the Indenture Trustee may reasonably determine to ensure Administrative Agent or any other Secured Party, or release or diminish, the perfection Borrower’s obligations under this Section 7.07. Notwithstanding the generality of the interest foregoing, the Borrower shall, not earlier than six (6) months and not later than one (1) month prior to the fifth (5th) anniversary of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” date of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, of any such financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments to such statements, are required to be filed pursuant to this Section 3.5 Agreement authorize, deliver and file or (ii) cause to file any be filed an appropriate continuation statement with respect to each such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do sostatement.

Protection of Collateral. (a) The Issuer intends the security interest Granted pursuant to this Indenture in favor of the Indenture Trustee on behalf of the Noteholders to be prior to all other liens in respect of the Collateral, and the Issuer shall take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders, a first lien on and a first priority, perfected security interest in the Collateral. The Issuer will (i) from time to time execute and deliver all such supplements and amendments to this Indenture hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize all as prepared by the Servicer and cause delivered to be filed all such financing statements the Issuer, and amendments and continuations of such financing statements and (iii) will take such other action, in each case action necessary or advisable to: (Ai) Grant more effectively all or any portion of the Collateral; (ii) maintain or preserve the Lien lien and security interest (and the priority of such security interestthereof) of created by this Indenture or carry out more effectively the purposes of this Indenturehereof; (Biii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (Civ) enforce any of the Collateral; or; (Dv) preserve and defend title to the Collateral and the rights of the Indenture Trustee and the Secured Parties Noteholders in the such Collateral against the claims of all Persons.persons and parties; and (bvi) pay all taxes or assessments levied or assessed upon the Collateral when due. The Issuer shall file the initial financing statements on Form UCC1. All financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee in connection herewith describing the Collateral shall contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement, except as permitted in the Indenture, will violate the rights of the Secured Party.” The Issuer hereby authorizes the Administrator and the Indenture Trustee to file any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments to such statements, are other instruments required to be filed executed pursuant to this Section 3.5 or (ii) to file any and hereby designates the Indenture Trustee its agent and attorney-in-fact for such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do sopurpose.

Protection of Collateral. (a) The Issuer will (i) execute and deliver all such supplements and amendments to this Indenture and instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such those financing statements and (iii) take such other action, in each case necessary or advisable to: (A) maintain or preserve the Lien and security interest (and the priority of such the security interest) of this Indenture or carry out more effectively the purposes of this Indenture; (B) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (C) enforce any of the Collateral; or (D) preserve and defend title to the Collateral and the rights of the Indenture Trustee and the Secured Parties in the Collateral against the claims of all Persons. (b) The Issuer authorizes the Administrator and the Indenture Trustee to file any financing or continuation statements, and amendments to such the statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such The financing and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such the document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments to such those statements, are required to be filed pursuant to under this Section 3.5 or (ii) to file any such financing or continuation statements, or amendment to such those statements, and will not be liable for failure to do so.

Protection of Collateral. All insurance expenses and expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping the Collateral (a) The Issuer will (i) execute and deliver including, without limitation, all such supplements and amendments rent payable by any Borrower Party to this Indenture and instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) take such other action, in each case necessary or advisable to: (A) maintain or preserve the Lien and security interest (and the priority of such security interest) of this Indenture or carry out more effectively the purposes of this Indenture; (B) perfect, publish notice of or protect the validity any landlord of any Grant made or to be made by this Indenture; (C) enforce premises where any of the Collateral; or (D) preserve Collateral may be located), and defend title any and all excise, property, sales, and use taxes imposed by any state, federal, or local authority on any of the Collateral or in respect of the sale thereof, shall be borne and paid by the Borrower Parties. If the Borrower Parties fail to promptly pay any portion thereof when due, the Lenders may, at their option during the existence of an Event of Default, but shall not be required to, make a Base Rate Advance for such purpose and pay the same directly to the Collateral and appropriate Person. The Borrower Parties agree to reimburse the rights Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement. All sums so paid or incurred by the Lenders for any of the Indenture Trustee foregoing and all reasonable costs and expenses (including attorneys’ fees, legal expenses, and court costs) which the Secured Parties Lenders may incur in enforcing or protecting the Lien on or rights and interest in the Collateral against or any of their rights or remedies under this or any other agreement between the claims parties hereto or in respect of all Persons. (b) The Issuer authorizes the Administrator and the Indenture Trustee to file any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest of the Indenture Trustee transactions to be had hereunder until paid by the Borrowers to the Lenders with interest at the Default Rate, shall be considered Obligations owing by the Borrowers to the Lenders hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of the Borrower Parties in or coming into the hands or inuring to the benefit of the Lenders. Neither the Administrative Agent nor the Lenders shall be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (except for reasonable care in the Collateral. Such financing and continuation statements may describe custody thereof while any Collateral is in the Collateral in any manner as the Administrator Administrative Agent’s or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee Lenders’ actual possession) or for any diminution in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies ofvalue thereof, or filing receipts forfor any act or default of any warehouseman, any such financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statementscarrier, and amendments to such statements, are required to be filed pursuant to this Section 3.5 or (ii) to file any such financing or continuation statementsforwarding agency, or amendment to such statementsother person whomsoever, and will not but the same shall be liable for failure to do soat the Borrower Parties’ sole risk.

Protection of Collateral. (a) The Issuer intends the security interest Granted pursuant to this Indenture in favor of the Indenture Trustee on behalf of the Noteholders to be prior to all other liens in respect of the Collateral, and the Issuer shall take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders, a first lien on and a first priority, perfected security interest in the Collateral. The Issuer will (i) from time to time execute and deliver all such supplements and amendments to this Indenture hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize all as prepared by the Servicer and cause delivered to be filed all such financing statements the Issuer, and amendments and continuations of such financing statements and (iii) will take such other action, in each case action necessary or advisable to: (Ai) Grant more effectively all or any portion of the Collateral; (ii) maintain or preserve the Lien lien and security interest (and the priority of such security interestthereof) of created by this Indenture or carry out more effectively the purposes of this Indenturehereof; (Biii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (Civ) enforce any of the Collateral; or; (Dv) preserve and defend title to the Collateral and the rights of the Indenture Trustee and the Secured Parties Noteholders in the such Collateral against the claims of all Persons.persons and parties; and (bvi) pay all taxes or assessments levied or assessed upon the Collateral when due. The Issuer shall file the initial financing statements on Form UCC1. The Issuer hereby authorizes the Administrator and the Indenture Trustee to file any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments to such statements, are other instruments required to be filed executed pursuant to this Section 3.5 or (ii) to file any and hereby designates the Indenture Trustee its agent and attorney-in-fact for such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do sopurpose.

Protection of Collateral. (a) The Issuer will (i) shall from time to time execute and deliver all such supplements and amendments to this Indenture hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) shall take such other action, in each case action as may be necessary or advisable to secure the rights and remedies of the Secured Parties hereunder and to: (Ai) Grant more effectively all or any portion of the Collateral; (ii) maintain or preserve the Lien and security interest lien (and the priority of such security interestthereof) of this Indenture or to carry out more effectively the purposes of this Indenturehereof; (Biii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (Civ) enforce any of the Pledged Obligations or other instruments or property included in the Collateral; or; (Dv) preserve and defend title to the Collateral and the rights therein of the Indenture Trustee and the Secured Parties in the Collateral and the Trustee against the claims of all Personspersons and parties; (vi) pay any and all taxes levied or assessed upon all or any part of the Collateral and use its commercially reasonable efforts to minimize taxes and any other costs arising in connection with its activities; or (vii) give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers that may be necessary or desirable to create, preserve, perfect or validate the security interest granted pursuant to this Agreement or to enable the Trustee to exercise and enforce its rights hereunder with respect to such pledge and security interest, and hereby authorizes the Trustee to file a UCC financing statement listing ‘all assets of the debtor’ in the collateral description of such financing statement. The Issuer hereby designates the Trustee as its agent and attorney-in-fact to file, upon Issuer Order, any financing statement, continuation statement or other instrument required pursuant to this Section 7.7; provided that such appointment shall not impose upon the Trustee any of the Issuer’s obligations under this Section 7.7. The Issuer shall cause to be filed one or more continuation statements under the applicable UCC (it being understood that the Issuer (and to the extent the Trustee takes any action, the Trustee) shall be entitled to rely upon an Opinion of Counsel, including an Opinion of Counsel delivered in accordance with Sections 3.1(c) and 7.8, as to the need to file such financing statements and continuation statements, the dates by which such filings are required to be made and the jurisdictions in which such filings are required to be made). (b) The Issuer authorizes the Administrator and the Indenture Trustee to file any financing shall not (i) except in accordance with Section 10.6(a), (b) or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuerc). The Administrator or the Indenture Trustee, as applicable, will deliver to remove any portion of the Issuer file-stamped copies ofCollateral that consists of Cash or is evidenced by an instrument, certificate or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filing. other writing (cA) The Indenture Trustee is under no obligation (i) to make any determination from the jurisdiction in which it was held at the date the most recent Opinion of whether any such financing or continuation statements, and amendments to such statements, are required to be filed Counsel was delivered pursuant to this Section 3.5 7.8 (or from the jurisdiction in which it was held as described in the Opinion of Counsel delivered at the Closing Date pursuant to Section 3.1(c), if no Opinion of Counsel has yet been delivered pursuant to Section 7.8) or (B) from the possession of the Person who held it on such date or (ii) cause or permit ownership or the pledge of any portion of the Collateral that consists of book-entry securities to file any be recorded on the books of a Person (A) located in a different jurisdiction from the jurisdiction in which such financing ownership or continuation statementspledge was recorded at such date or (B) other than the Person on whose books such ownership or pledge was recorded at such date, or amendment unless the Trustee shall have first received an Opinion of Counsel to the effect that the lien and security interest created by this Indenture with respect to such statements, and property will not continue to be liable for failure maintained after giving effect to do sosuch action or actions.

Protection of Collateral. The Issuer intends the security interest granted pursuant to this Indenture in favor of the Indenture Trustee on behalf of the Noteholders to be prior to all other liens (aother than Permitted Liens) in respect of the Collateral, and the Issuer shall take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders, a first lien on and a first priority, perfected security interest in the Collateral (subject to Permitted Liens). The Issuer will from time to time execute, deliver and file (ior by written notice authorize the filing of) execute and deliver all such supplements and amendments to this Indenture hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize all as prepared by the Servicer and cause delivered to be filed all such financing statements the Issuer, and amendments and continuations of such financing statements and (iii) will take such other action, in each case action necessary or advisable to: (Aa) Grant more effectively all or any portion of the Collateral; (b) maintain or preserve the Lien lien and security interest (and the priority of such security interestthereof) of created by this Indenture or carry out more effectively the purposes of this Indenturehereof; (Bc) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (Cd) enforce any of the Collateral; or; (De) preserve and defend title to the Collateral and the rights of the Indenture Trustee and the Secured Parties Noteholders in the such Collateral against the claims of all Personspersons and parties; and (f) pay all taxes or assessments levied or assessed upon the Collateral when due. (bg) The Issuer authorizes the Administrator and hereby designates the Indenture Trustee its agent and attorney-in-fact to file any execute all financing or continuation statements, continuation statements or other instruments prepared by and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect at the interest expense of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments to such statements, are Servicer required to be filed executed pursuant to this Section 3.5 or (ii) to file any such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do soSection.

Protection of Collateral. (a) The Bond Issuer will (i) from time to time execute and deliver all such supplements and amendments hereto and except to this Indenture and the extent required to be made by the Seller or Servicer, make all such filings with the PUCO pursuant to the Statute or the Financing Order, UCC financing statements, UCC continuation statements, instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) will take such other action, in each case action necessary or advisable to: (Aa) maintain or preserve the Lien and security interest (and the priority of such security interestthereof) of this Bond Indenture or carry out more effectively the purposes of this Indenturehereof; (Bb) perfect, publish notice of or protect the validity of any Grant made or to be made by this Bond Indenture; (Cc) enforce any of the Collateral; or; (Dd) preserve and defend title to the Collateral and the rights of the Indenture Bond Trustee and the Secured Parties Bondholders in the such Collateral against the claims of all Persons.Persons and parties, including the challenge by any party to the validity or enforceability of the Financing Order, any Adjustment Letter or the Phase-In-Recovery Property or any proceeding relating thereto and institute any action or proceeding necessary to compel performance by the PUCO or the State of Ohio of any of its obligations or duties under the Statute, the Financing Order or any Adjustment Letter; or (be) The Issuer authorizes the Administrator pay any and the Indenture Trustee to file all taxes levied or assessed upon all or any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest part of the Indenture Trustee in the Collateral. Such financing The Bond Issuer hereby designates the Bond Trustee its agent and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine attorney-in-fact with authorization to ensure the perfection execute and/or file on behalf of the interest of Bond Issuer any filings with the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver PUCO pursuant to the Issuer file-stamped copies ofStatute or, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) except to make any determination of whether any such financing or continuation statements, and amendments to such statements, are the extent required to be filed or furnished by the Seller or Servicer, the Financing Order, UCC financing statement, UCC continuation statement or other instrument required by the Bond Trustee pursuant to this Section 3.5 or (ii) to file any Section, it being understood that the Bond Trustee shall have no such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do soobligation.

Protection of Collateral. (a) The Issuer will (i) execute and deliver all such supplements and amendments to this Indenture and instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) take such other action, in each case necessary or advisable to: (A) maintain or preserve the Lien and security interest (and the priority of such security interest) of this Indenture or carry out more effectively the purposes of this Indenture; (B) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (C) enforce any of the Collateral; or (D) preserve and defend title to the Collateral and the rights of the Indenture Trustee and the Secured Parties in the such Collateral against the claims of all Persons. (b) The Issuer authorizes the Administrator and the Indenture Trustee to file any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments to such statements, are required to be filed pursuant to this Section 3.5 or (ii) to file any such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do so.

Protection of Collateral. (a) The Issuer intends the security interest Granted pursuant to this Indenture in favor of the Indenture Trustee on behalf of the Noteholders to be prior to all other liens in respect of the Collateral, and the Issuer shall take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders, a first lien on and a first priority, perfected security interest in the Collateral. The Issuer will (i) from time to time execute and deliver all such supplements and amendments to this Indenture hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize all as prepared by the Servicer and cause delivered to be filed all such financing statements the Issuer, and amendments and continuations of such financing statements and (iii) will take such other action, in each case action necessary or advisable to: (Ai) Grant more effectively all or any portion of the Collateral; (ii) maintain or preserve the Lien lien and security interest (and the priority of such security interestthereof) of created by this Indenture or carry out more effectively the purposes of this Indenturehereof; (Biii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (Civ) enforce any of the Collateral; or; (Dv) preserve and defend title to the Collateral and the rights of the Indenture Trustee and the Secured Parties Noteholders in the such Collateral against the claims of all Persons.persons and parties; and (bvi) pay all taxes or assessments levied or assessed upon the Collateral when due. The Issuer authorizes shall file the Administrator and financing statements on Form UCC-1. All financing statements filed or to be filed against the Indenture Trustee to file any financing or continuation statements, and amendments to such statements, Issuer in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest favor of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe connection herewith describing the Collateral shall contain a statement to the following effect: “A purchase of or security interest in any manner collateral described in this financing statement, except as permitted in the Administrator or Indenture, will violate the rights of the Secured Party.” The Issuer hereby authorizes the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trusteeexecute, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statementsif necessary, and amendments to such statements, are file all continuation statements or other instruments required to be filed pursuant to this Section 3.5 and hereby designates the Indenture Trustee its agent and attorney-in-fact for such purpose; provided, however, that the Indenture Trustee shall have no obligation to monitor or (ii) to file any such financing or statements, continuation statements, financing statement amendments or amendment any other instrument. The Issuer authorizes the Indenture Trustee and its counsel to such statementsfile UCC financing statements in form and substance satisfactory to the Indenture Trustee, describing the collateral as “all assets of the Issuer, whether now owned or existing or hereafter acquired or arising and wheresoever located, and will not all proceeds and products thereof” or words to that effect, and any limitations on such collateral description, notwithstanding that such collateral description may be liable for failure to do sobroader in scope than the Collateral described in this Indenture.

Protection of Collateral. The Issuer intends the security interest Granted pursuant to this Indenture in favor of the Indenture Trustee on behalf of the Noteholders to be prior to all other liens in respect of the Collateral, and the Issuer shall take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders, a first lien on and a first priority, perfected security interest in the Collateral. In connection therewith, pursuant to Section 2.06 of the Pooling and Servicing Agreement, the Issuer shall cause to be delivered into the possession of the Indenture Trustee as pledgee hereunder, indorsed in blank, any "instruments" (a) within the meaning of the UCC), not constituting part of chattel paper, evidencing any Contract which is part of the Collateral. The Indenture Trustee agrees to maintain continuous possession of such delivered instruments as pledgee hereunder until this Indenture shall have terminated in accordance with its terms or until, pursuant to the terms hereof or of the Pooling and Servicing Agreement, the Indenture Trustee is otherwise authorized to release such instrument from the Collateral. The Issuer will (i) execute from time to time execute, deliver and deliver file all such supplements and amendments to this Indenture hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize all as prepared by the Servicer and cause delivered to be filed all such financing statements the Issuer, and amendments and continuations of such financing statements and (iii) will take such other action, in each case action necessary or advisable to: (Aa) Grant more effectively all or any portion of the Collateral; (b) maintain or preserve the Lien lien and security interest (and the priority of such security interestthereof) of created by this Indenture or carry out more effectively the purposes of this Indenturehereof; (Bc) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (Cd) enforce any of the Collateral; or; (De) preserve and defend title to the Collateral and the rights of the Indenture Trustee and the Secured Parties Noteholders in the such Collateral against the claims of all Persons.persons and parties; and (bf) pay all taxes or assessments levied or assessed upon the Collateral when due. The Issuer authorizes the Administrator and hereby designates the Indenture Trustee its agent and attorney-in-fact to file any execute all financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments to such statements, are other instruments required to be filed executed pursuant to this Section 3.5 or (ii) to file any such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do soSection.

Protection of Collateral. (a) The Issuer will (i) execute Borrower shall from time to time execute, deliver, file and/or authorize the filing of all UCC-1 financing statements and deliver all such supplements continuation statements and amendments to this Indenture and the equivalent thereof in any applicable foreign jurisdiction, if applicable, instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) shall take such other action, in each case action as may be necessary or advisable to secure the rights and remedies of the Secured Parties hereunder and to: (Aa) maintain grant security more effectively on all or any portion of the Collateral; (b) maintain, preserve and perfect any grant of security made or to be made by this Agreement including the first priority nature of the Lien and security interest (and the priority of such security interest) of this Indenture granted hereunder or to carry out more effectively the purposes of this Indenturehereof; (Bc) perfect, publish notice of or protect the validity of any Grant grant made or to be made by this IndentureAgreement (including any and all actions necessary as a result of changes in Law); (Cd) enforce any of the Collateral or other instruments or property included in the Collateral; or; (De) preserve and defend title to the Collateral and the rights therein of the Indenture Trustee Collateral Agent and the Secured Parties in the Collateral against the claims of all Persons.third parties; and (bf) pay or cause to be paid any and all taxes levied or assessed upon all or any part of the Collateral, unless the same are being contested in good faith by appropriate proceedings and for which appropriate reserves in accordance with GAAP have been established. The Issuer authorizes Borrower hereby designates the Administrator Administrative Agent as its agent and the Indenture Trustee attorney in fact to prepare and file any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such UCC-1 financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make and the equivalent thereof in any determination of whether any such financing or continuation statementsapplicable foreign jurisdiction, if applicable, and amendments to such statementsall other instruments, are and take all other actions, required to be filed pursuant to this Section 3.5 7.07 if the Borrower fails to take any such action within ten (10) Business Days after either Agent’s request therefor. Such designation shall not impose upon the Administrative Agent or (ii) any other Secured Party, or release or diminish, the Borrower’s obligations under this Section 7.07. The Borrower further authorizes the Administrative Agent to file UCC-1 financing statements or the equivalent thereof in any such financing foreign jurisdiction, if applicable, that name the Borrower as debtor and the Collateral Agent as secured party and that describes “all assets in which the debtor now or continuation statements, or amendment to such statements, and will not be liable for failure to do sohereafter has rights” as the Collateral in which the Collateral Agent has a grant of security hereunder.

Protection of Collateral. All insurance expenses and expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping the Collateral (a) The Issuer will (i) execute and deliver including, without limitation, all such supplements and amendments rent payable by any Borrower Party to this Indenture and instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) take such other action, in each case necessary or advisable to: (A) maintain or preserve the Lien and security interest (and the priority of such security interest) of this Indenture or carry out more effectively the purposes of this Indenture; (B) perfect, publish notice of or protect the validity any landlord of any Grant made or to be made by this Indenture; (C) enforce premises where any of the Collateral; or (D) preserve Collateral may be located), and defend title any and all excise, property, sales, and use taxes imposed by any state, federal, or local authority on any of the Collateral or in respect of the sale thereof, shall be borne and paid by the Borrower Parties. If the Borrower Parties fail to promptly pay any portion thereof when due, the Lenders may, at their option during the existence of an Event of Default, but shall not be required to, make a Base Rate Advance for such purpose and pay the same directly to the Collateral and appropriate Person. The Borrowers agree to reimburse the rights Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement. All sums so paid or incurred by the Lenders for any of the Indenture Trustee foregoing and all reasonable costs and expenses (including attorneys’ fees, legal expenses, and court costs) which the Secured Parties Lenders may incur in enforcing or protecting the Lien on or rights and interest in the Collateral against or any of their rights or remedies under this or any other agreement between the claims parties hereto or in respect of all Persons. (b) The Issuer authorizes the Administrator and the Indenture Trustee to file any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest of the Indenture Trustee transactions to be had hereunder until paid by the Borrowers to the Lenders with interest at the Default Rate, shall be considered Obligations owing by the Borrowers to the Lenders hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of the Borrower Parties in or coming into the hands or inuring to the benefit of the Lenders. Neither the Administrative Agent nor the Lenders shall be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (except for reasonable care in the Collateral. Such financing and continuation statements may describe the custody thereof while any Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee is in the Collateral (including describing Lenders’ actual possession) or for any diminution in the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies ofvalue thereof, or filing receipts forfor any act or default of any warehouseman, any such financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statementscarrier, and amendments to such statements, are required to be filed pursuant to this Section 3.5 or (ii) to file any such financing or continuation statementsforwarding agency, or amendment to such statementsother person whomsoever, and will not but the same shall be liable for failure to do soat the Borrower Parties’ sole risk.

Protection of Collateral. (a) The Issuer will (i) Borrower shall from time to time execute and deliver all such supplements and amendments to this Indenture hereto and file or authorize the filing of all such UCC-1 financing statements and continuation statements, registrations, instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) shall take such other action, in each case action as may be necessary or advisable to secure the rights and remedies of the Secured Parties hereunder and to: (Aa) maintain grant security more effectively on all or any portion of the Collateral; (b) maintain, preserve and perfect any grant of security made or to be made by this Agreement including the first-priority nature of the Lien and security interest (and the priority of such security interestsubject to Permitted Liens) of this Indenture or carry out more effectively the purposes of this Indenturehereof; (Bc) perfect, publish notice of perfect or protect the validity of any Grant grant made or to be made by this IndentureAgreement (including any and all actions necessary or desirable as a result of changes in Applicable Law); (Cd) enforce any of the Collateral or other instruments or property included in the Collateral; or; (De) preserve and defend title to the Collateral and the rights therein of the Indenture Trustee Collateral Agent and the Secured Parties in the Collateral against the claims of all Persons.third parties; and (bf) The Issuer authorizes the Administrator pay or cause to be paid any and the Indenture Trustee to file all Taxes levied or assessed upon all or any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest part of the Indenture Trustee in the Collateral. Such If the Borrower fails to prepare and file any instrument or to take any action required pursuant to this Section 7.07 within five (5) Business Days after the Administrative Agent’s request and written instruction therefor, the Borrower hereby designates the Collateral Agent as its agent to prepare and file such instrument and take such action required pursuant to this Section 7.07. The Borrower further authorizes the Collateral Agent to file UCC-1 financing statements and continuation statements may describe therefor, that name the Borrower as debtor and the Collateral Agent as secured party and that describes “all assets in which the debtor now or hereafter has rights” (or words of similar effect) as the Collateral in any manner as which the Administrator Collateral Agent has a grant of security hereunder. Such designation shall not impose upon the Collateral Agent or the Indenture Trustee may reasonably determine to ensure Administrative Agent or any other Secured Party, or release or diminish, the perfection Borrower’s obligations under this Section 7.07. Notwithstanding the generality of the interest foregoing, the Borrower shall, within six (6) months prior to the fifth (5th) anniversary of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” date of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, of any such financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments to such statements, are required to be filed pursuant to this Section 3.5 Agreement authorize, deliver and file or (ii) cause to file any be filed an appropriate continuation statement with respect to each such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do sostatement.

Protection of Collateral. (a) The Issuer will (i1) execute and deliver all such supplements supple­ments and amendments to this Indenture and instruments of further assurance and other instruments, (ii2) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii3) take such other action, in each case necessary or advisable to: (Ai) maintain or preserve the Lien lien and security interest (and the priority of such security interest) of this Indenture or carry out more effectively the purposes of this Indenture; (Bii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (Ciii) enforce any of the Collateral; or (Div) preserve and defend title to the Collateral and the rights of the Indenture Trustee and the Secured Parties in the such Collateral against the claims of all Persons. (b) The Issuer authorizes the Administrator and the Indenture Trustee to file any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as the Administrator or the Indenture may determine are necessary or advisable to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “"all assets” " of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments to such statements, are required to be filed pursuant to this Section 3.5 or (ii) to file any such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do so3.5.

Protection of Collateral. (a) The Issuer will (i) Issuing Entity intends the security interest Granted pursuant to this Indenture in favor of the Indenture Trustee on behalf of the Noteholders to be prior to all other liens in respect of the Collateral, and the Issuing Entity shall take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders, a first lien on and a first priority, perfected security interest in the Collateral. The Issuing Entity shall from time to time execute and deliver all such supplements and amendments to this Indenture and hereto, shall file or authorize the filing of all such financing statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize all as prepared by the Administrator and cause delivered to be filed all such financing statements the Issuing Entity, and amendments and continuations of such financing statements and (iii) shall take such other action, in each case action necessary or advisable to: (Aa) Grant more effectively all or any portion of the Collateral; (b) maintain or preserve the Lien lien and security interest (and the priority of such security interestthereof) of created by this Indenture or carry out more effectively the purposes of this Indenturehereof; (Bc) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (Cd) enforce any of the Collateral; or; (De) preserve and defend title to the Collateral and the rights of the Indenture Trustee and the Secured Parties Noteholders in the Collateral against the claims of all Persons.; or (bf) pay or cause to be paid all taxes or assessments levied or assessed upon the Collateral when due. The Issuer Issuing Entity hereby authorizes the Administrator and the Indenture Trustee to file any all financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe or other instruments required to be executed (if any) pursuant to this Section; it being understood that such authorization shall not be deemed to be an obligation on the Collateral in any manner as part of the Administrator or the Indenture Trustee may reasonably determine to ensure make any such filing. Notwithstanding anything to the contrary contained herein (including the authorization to file granted in the preceding sentence), the Indenture Trustee shall have no duty and shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filingsecurity interest. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments to such statements, are required to be filed pursuant to this Section 3.5 or (ii) to file any such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do so.

Protection of Collateral. (a) The Note Issuer will (i) from time to time execute and deliver all such supplements and amendments hereto and make all such filings with the DTE pursuant to this Indenture and the Statute, UCC financing statements, UCC continuation statements, instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) will take such other action, in each case action necessary or advisable to: (Ai) maintain or preserve the Lien lien and security interest (and the priority of such security interestthereof) of this Note Indenture or carry out more effectively the purposes of this Indenturehereof; (Bii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Note Indenture; (Ciii) enforce any of the Collateral; or; (Div) preserve and defend title to the Collateral and the rights of the Indenture Note Trustee and the Secured Parties Noteholders in the such Collateral against the claims of all Persons.Persons and parties, including the challenge by any party to the validity or enforceability of the Financing Order, any Advice Letter or the Transition Property or any proceeding relating thereto and institute any action or proceeding necessary to compel performance by the DTE or the Commonwealth of Massachusetts of any of its obligations or duties under the Statute, the Financing Order or any Advice Letter; or (bv) The Issuer authorizes the Administrator pay any and the Indenture Trustee to file all taxes levied or assessed upon all or any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest part of the Indenture Trustee in the Collateral. Such financing The Note Issuer hereby designates the Note Trustee its agent and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine attorney-in-fact to ensure the perfection execute and/or file on behalf of the interest of Note Issuer any filings with the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver DTE pursuant to the Issuer file-stamped copies ofStatute, or filing receipts forUCC financing statement, any such financing statement and UCC continuation statement promptly upon such document becoming available following filing. (c) The Indenture or other instrument required by the Note Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments to such statements, are required to be filed pursuant to this Section 3.5 or (ii) to file any Section, it being understood that the Note Trustee shall have no such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do soobligation.

Protection of Collateral. (a) The Issuer will (i) Borrower, or the Services Provider on behalf of and at the expense of the Borrower, shall from time to time execute and deliver all such supplements and amendments to this Indenture hereto and file or authorize the filing of all such UCC-1 financing statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) shall take such other action, in each case action as may be necessary or advisable or desirable to secure the rights and remedies of the Lenders hereunder and to: (Ai) maintain grant security more effectively on all or any portion of the Collateral; (ii) maintain, preserve and perfect any grant of security made or to be made by this Agreement including, without limitation, the Lien and security interest first priority nature (and the priority of such security interestsubject to Permitted Liens) of this Indenture the lien or carry out more effectively the purposes of this Indenturehereof; (Biii) perfect, publish notice of or protect the validity of any Grant grant made or to be made by this IndentureAgreement (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations); (Civ) enforce any of the Collateral or other instruments or property included in the Collateral; or; (Dv) preserve and defend title to the Collateral and the rights therein of the Indenture Trustee Collateral Agent and the Secured Parties in the Collateral against the claims of all Persons.Persons and parties; and (bvi) pay or cause to be paid any and all material Taxes levied or assessed upon all or any part of the Collateral, except to the extent such Taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor. The Issuer Borrower hereby authorizes the Administrator Collateral Agent as its agent and the Indenture Trustee attorney in fact to prepare and file any UCC-1 financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such financing and continuation statements statement (which may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral collateral as “all assets” of the Issuer”). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing continuation statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statementsall other instruments, and amendments to such statementstake all other actions, are required to be filed pursuant to this Section 3.5 6.3. Such authorization shall not impose upon the Collateral Agent, or (ii) release or diminish, the Borrower’s obligations under this Section 6.3. The Borrower further authorizes the Administrative Agent’s United States counsel to file any such UCC-1 or UCC-3 financing or continuation statements, or amendment to such statements, statements that may be required by the Agents in connection with this Agreement and will not be liable for failure to do sothe transactions contemplated hereby.

Protection of Collateral. (a) The Issuer will (i) execute and deliver all such supplements and amendments to During the term of this Indenture and instruments Account Pledge Agreement, the Pledgor undertakes towards each of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) take such other action, in each case necessary or advisable tothe Pledgees: (A) maintain 7.1 not to assign, encumber or preserve the Lien and security interest (and the priority otherwise dispose of such security interest) of this Indenture or carry out more effectively the purposes of this Indenture; (B) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (C) enforce any of the Collateral; or (D) preserve Collateral or any interest therein or offer to do so, except as herein provided and defend title subject to the provisions in the general terms and conditions of the Account Bank; 7.2 to refrain from any acts or omissions which would result in the Collateral being encumbered or further encumbered, except as herein provided and subject to the provisions in the general terms and conditions of the Account Bank; 7.3 to record the Pledges immediately in its books and records and to refrain from any acts or omissions which could prevent third parties who may have a legitimate interest in obtaining knowledge of the Pledges from obtaining knowledge thereof; 7.4 not to otherwise defeat or impair the rights of the Indenture Trustee Pledgees under or in connection with this Account Pledge Agreement; 7.5 to open a new account to hold the proceeds of the Loan disbursed or to be disbursed under the Credit Agreement only with prior written consent of the Facility Agent, and in accordance with the Secured Parties Credit Agreement. In such a case, the Pledgor shall grant a corresponding account pledge to the Pledgees over the newly established account; 7.6 to inform the Pledgees, by written notice to the Facility Agent, as soon as possible in the case the Pledgees’ rights in respect of the Collateral are prejudiced or jeopardised by attachment or are prejudiced or jeopardised by other material actions of third parties. Such information shall be accompanied, in the case of any attachment, by a copy of the order for attachment as well as all documents required for the filing of an objection against the claims of all Persons. (b) The Issuer authorizes the Administrator and the Indenture Trustee to file any financing or continuation statementsattachment, and amendments to such statementsand, in case of any other actions by third parties, by copies evidencing which actions have been or will be taken, respectively, as well as all jurisdictions and documents required for the filing of an objection against such actions. The Pledgor shall further be obliged to inform as soon as possible the attaching creditors or other third parties asserting rights with all filing offices as are necessary or advisable respect to preserve, maintain and protect the interest Collateral in writing of the Indenture Trustee Pledgees’ rights in respect of the Collateral. Such financing All reasonable and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection adequately documented costs and expenses for countermeasures of the interest Pledgees shall be borne by the Pledgor. This shall also apply to the institution of legal action which any of the Indenture Trustee Pledgees reasonably considers necessary; 7.7 to inform the Pledgees, by written notice to the Facility Agent, promptly of any subsequent material changes in the Collateral (including describing the Collateral as “all assets” value of the Issuer). The Administrator Pledged Accounts resulting from any set off or other reasons, after becoming aware of such changes other than in the Indenture Trusteeordinary course of business; and 7.8 to notify the Pledgees, as applicable, will deliver by written notice to the Issuer file-stamped copies ofFacility Agent, promptly of any event or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filingcircumstance which might be expected to have a material adverse effect on the validity or enforceability of this Account Pledge Agreement. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments to such statements, are required to be filed pursuant to this Section 3.5 or (ii) to file any such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do so.

Protection of Collateral. (a) The Issuer will (i) Upon the Lender’s reasonable request, the Borrowers shall from time to time execute and deliver all such supplements and amendments to this Indenture hereto and file or authorize the filing of all such UCC 1 financing statements and continuation statements and the equivalent thereof in any applicable foreign jurisdiction, if applicable, instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) shall take such other action, in each case action as may be necessary or advisable to secure the rights and remedies of the Lender hereunder (including, without limitation, following the Senior Facility Release Date, with respect to all Collateral over which control may be obtained within the meaning of Section 8-106 and 9-104 of the UCC, the Borrowers take all actions as may be requested from time to time by the Lender so that control of such Collateral is obtained and at all times held by the Lender) and to: (Aa) maintain grant security more effectively on all or any portion of the Collateral; (b) maintain, preserve and perfect any grant of security made or to be made by this Agreement including the second priority nature of the Lien granted hereunder while at all times prior to the Senior Facility Release Date and first priority security interest (and the priority of such security interest) of this Indenture interests thereafter or carry out more effectively the purposes of this Indenturehereof; (Bc) perfect, publish notice of or protect the validity of any Grant grant made or to be made by this IndentureAgreement (including any and all actions necessary as a result of changes in Law); (Cd) enforce any of the Collateral or other instruments or property included in the Collateral; or; (De) preserve and defend title to the Collateral and the rights therein of the Indenture Trustee and the Secured Parties Lender in the Collateral against the claims of all Persons.third parties other than the Senior Lender; and (bf) The Issuer pay or cause to be paid any and all taxes levied or assessed upon all or any part of the Collateral. Each Borrower hereby authorizes the Administrator Lender to prepare and file financing statements with respect to the Indenture Trustee to file any financing or security interests granted hereby, continuation statementsstatements with respect thereto, and any amendments to such statements, in all jurisdictions and with all filing offices as are financing statements that may be necessary or advisable to preserve, maintain and protect continue to perfect the Lender’s interest of the Indenture Trustee in the Collateral. Each Borrower agrees that such Borrower shall not file a termination statement with respect to any financing statement filed by the Lender in connection with any security interest granted under this Agreement if the Lender reasonably objects to the filing of such termination statement, due to the continuing existence of any outstanding Obligations. Such financing and continuation statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrator Lender may determine in its sole discretion is necessary, advisable or the Indenture Trustee may reasonably determine prudent to ensure the perfection of the security interest of the Indenture Trustee in the Collateral (including granted herein, including, without limitation, describing the Collateral such property as “all assets, whether now owned or hereafter acquired” of or “all personal property, whether now owned or hereafter acquired”; provided that in each case at all times prior to the Issuer). The Administrator or the Indenture TrusteeSenior Facility Release Date, such description shall include language that explicitly excludes interests in Properties, other than Permitted Second Liens, as applicable, will deliver to such term is defined in the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filingSenior Loan Agreement. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments to such statements, are required to be filed pursuant to this Section 3.5 or (ii) to file any such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do so.

Protection of Collateral. (a) The Issuer will (i1) execute and deliver all such supplements supple­ments and amendments to this Indenture and instruments of further assurance and other instruments, (ii2) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii3) take such other action, in each case necessary or advisable to: (Ai) maintain or preserve the Lien and security interest (and the priority of such security interest) of this Indenture or carry out more effectively the purposes of this Indenture; (Bii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (Ciii) enforce any of the Collateral; or (Div) preserve and defend title to the Collateral and the rights of the Indenture Trustee and the Secured Parties in the such Collateral against the claims of all Persons. (b) The Issuer authorizes the Administrator and the Indenture Trustee to file any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “"all assets” " of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments to such statements, are required to be filed pursuant to this Section 3.5 or (ii) to file any such financing or continuation statementsstatement, or amendment to such statements, and will not be liable for failure to do so.

Protection of Collateral. (a) The Issuer will (i) shall from time to time execute and deliver all such supplements and amendments hereto and all filings with the Commission, the Secretary of State of the State of Delaware or the Florida Secured Transaction Registry pursuant to this Indenture the Financing Order and any Subsequent Financing Order, as applicable, or to the Nuclear Asset-Recovery Law and all financing statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) shall take such other action, in each case action necessary or advisable advisable, to: (Aa) maintain or preserve the Lien and security interest (and the priority of such security interestthereof) of this Indenture and each Series Supplement or carry out more effectively the purposes of this Indenturehereof; (Bb) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (Cc) enforce any of the Collateral; or; (Dd) preserve and defend title to the Collateral and the rights of the Indenture Trustee and the Secured Parties Holders in the such Collateral against the claims Claims of all Persons., including a challenge by any party to the validity or enforceability of the Financing Order or any Subsequent Financing Order, the Series Property or any proceeding relating thereto and institute any action or proceeding necessary to compel performance by the Commission or the State of Florida of any of its obligations or duties under the Nuclear Asset-Recovery Law, the State Pledge, or the Financing Order or any Subsequent Financing Order; and (be) The Issuer authorizes the Administrator pay any and the Indenture Trustee to file all taxes levied or assessed upon all or any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest part of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe the Collateral in any manner as the Administrator or the The Indenture Trustee may reasonably determine is specifically permitted and authorized, but not required to ensure file financing statements covering the perfection of the interest of the Indenture Trustee in the Collateral (Collateral, including describing financing statements that describe the Collateral as “all assets” or “all personal property” of the Issuer)Issuer and/or reflecting Section 366.95(5)(b) of the Nuclear Asset-Recovery Law. The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or Trustee shall not be responsible for filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filingstatements. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments to such statements, are required to be filed pursuant to this Section 3.5 or (ii) to file any such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do so.

Protection of Collateral. (a) The Issuer will from time to time execute (iif applicable) execute and deliver file all such supplements financing statements, all amendments thereto and amendments to this Indenture and continuation statements, instruments of further assurance and other instruments, (ii) file and will, upon the reasonable request of the Manager, the Indenture Trustee, the Administrative Agent, any Hedge Counterparty or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) any Series Enhancer, take such other action, in each case action necessary or advisable to: (Aa) maintain or preserve the Lien and security interest of this Indenture (and the priority thereof) including executing and filing such documents as may be required under any international convention for the perfection of such security interest) of this Indenture or carry out more effectively interests in Managed Containers that may be adopted subsequent to the purposes date of this Indenture; (Bb) perfect, publish notice of or of, and protect the validity of any Grant made or the security interest in the Collateral created pursuant to be made by this Indenture; (Cc) enforce any of the items of the Collateral; or; (Dd) preserve and defend its right, title and interest to the Collateral and the rights of the Indenture Trustee and the Secured Parties in the such Collateral against the claims of all Persons.Persons (other than the Noteholders or any Person claiming through the Noteholders); and (e) pay any and all taxes levied or assessed upon all or any part of the Collateral, except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Noteholders. In furtherance of clauses (b) The and (c) above, the Issuer authorizes hereby agrees that if at any time subsequent to a Closing Date there is a change in Applicable Law (or a change in the Administrator and the Indenture Trustee to file any financing or continuation statements, and amendments to interpretation of Applicable Law as in effect on such statementsClosing Date) which, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest reasonable judgment of the Indenture Trustee in the Collateral. Such financing and continuation statements Requisite Global Majority, may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure affect the perfection of the Indenture Trustee’s security interest of the Indenture Trustee in the Collateral Collateral, then the Issuer shall, within thirty (including describing 30) days after request from the Collateral as “all assets” of the Issuer). The Administrator or Requisite Global Majority, furnish to the Indenture Trustee, as applicablethe Administrative Agent, will deliver to the Issuer file-stamped copies ofeach Rating Agency and each Series Enhancer, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation an Opinion of Counsel either (i) stating that, in the opinion of such counsel, such action has been taken with respect to make the recording, filing, recording and refiling of this Indenture, any determination Supplements hereto and any other requisite documents, and with respect to the filing of whether any such financing or statements and continuation statements, as are necessary to maintain the Lien created by this Indenture and amendments reciting the details of such action, or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such statementsLien. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any Supplements hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that, in the opinion of such counsel, are required to be filed pursuant to maintain the lien and security interest of this Section 3.5 or (ii) to file any such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do soIndenture.

Protection of Collateral. (a) The Issuer will (i) Borrower shall from time to time execute and deliver all such supplements and amendments to this Indenture hereto and file or authorize the filing of all such UCC-1 financing statements and continuation statements, instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) shall take such other action, in each case action as may be necessary or advisable or desirable to secure the rights and remedies of the Secured Parties hereunder and to: (Aa) maintain grant security more effectively on all or any portion of the Collateral; (b) maintain, preserve and perfect any grant of security made or to be made by this Agreement including the first priority nature of the Lien and security interest (and the priority of such security interest) of this Indenture or carry out more effectively the purposes of this Indenturehereof; (Bc) perfect, publish notice of or protect the validity of any Grant grant made or to be made by this IndentureAgreement (including any and all actions necessary or desirable as a result of changes in Law); (Cd) enforce any of the Collateral or other instruments or property included in the Collateral; or; (De) preserve and defend title to the Collateral and the rights therein of the Indenture Trustee Collateral Agent and the Secured Parties in the Collateral against the claims of all Persons.third parties; and (bf) The Issuer authorizes the Administrator pay or cause to be paid any and the Indenture Trustee to file all taxes levied or assessed upon all or any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest part of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe The Borrower hereby designates the Collateral Agent as its agent and attorney in fact to prepare and file any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such UCC-1 financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statementsstatement, and amendments to such statementsall other instruments, are and take all other actions, required to be filed pursuant to this Section 3.5 7.07 if the Borrower fails to take any such action within ten (10) Business Days after either Agent’s request therefor. Such designation shall not impose upon the Collateral Agent or (ii) the Administrative Agent or any other Secured Party, or release or diminish, the Borrower’s obligations under this Section 7.07. The Borrower further authorizes the Collateral Agent to file any such UCC-1 financing or continuation statements, that name the Borrower as debtor and the Collateral Agent as secured party and that describes “all assets in which the debtor now or amendment to such statements, and will not be liable for failure to do sohereafter has rights” as the Collateral in which the Collateral Agent has a grant of security hereunder.

Protection of Collateral. (a) The Issuer intends the security interest Granted pursuant to this Indenture in favor of the Indenture Trustee on behalf of the Noteholders and the Swap Counterparty to be prior to all other liens in respect of the Collateral, and the Issuer shall take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders and the Swap Counterparty, a first lien on and a first priority, perfected security interest in the Collateral. The Issuer will (i) from time to time execute and deliver all such supplements and amendments to this Indenture hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize all as prepared by the Servicer and cause delivered to be filed all such financing statements the Issuer, and amendments and continuations of such financing statements and (iii) will take such other action, in each case action necessary or advisable to: (Ai) Grant more effectively all or any portion of the Collateral; (ii) maintain or preserve the Lien lien and security interest (and the priority of such security interestthereof) of created by this Indenture or carry out more effectively the purposes of this Indenturehereof; (Biii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (Civ) enforce any of the Collateral; or; (Dv) preserve and defend title to the Collateral and the rights of the Indenture Trustee Trustee, the Noteholders and the Secured Parties Swap Counterparty in the such Collateral against the claims of all Persons.persons and parties; and (bvi) pay all taxes or assessments levied or assessed upon the Collateral when due. The Issuer shall file the financing statements on Form UCC1. All financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee in connection herewith describing the Collateral shall contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement, except as permitted in the Indenture, will violate the rights of the Secured Party.” The Issuer hereby authorizes the Administrator and the Indenture Trustee to file any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments to such statements, are other instruments required to be filed executed pursuant to this Section 3.5 and hereby designates the Indenture Trustee its agent and attorney-in-fact for such purpose; provided, however, that the Indenture Trustee shall have no obligation to monitor or (ii) to file any such financing or statements, continuation statements, financing statement amendments or amendment to such statements, and will not be liable for failure to do soany other instrument.

Protection of Collateral. (a) The Issuer will (itake such action as is necessary to maintain the perfection and priority of the security interest of the Trustee in the Collateral; provided that the Issuer shall be entitled to rely on any Opinion of Counsel delivered pursuant to Section 7.6 and any Opinion of Counsel with respect to the same subject matter delivered pursuant to Section 3.1(d) to determine what actions are necessary, and shall be fully protected in so relying on such an Opinion of Counsel, unless the Issuer has actual knowledge that the procedures described in any such Opinion of Counsel are no longer adequate to maintain such perfection and priority. The Issuer shall from time to time execute and deliver all such supplements and amendments to this Indenture hereto and file or authorize the filing of all such Financing Statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) shall take such other action, in each case action as may be necessary or advisable or desirable to secure the rights and remedies of the Holders of the Notes hereunder and to: (Ai) maintain Grant more effectively all or any portion of the Collateral; (ii) maintain, preserve the Lien and security interest (and the priority of such security interest) of perfect any Grant made or to be made by this Indenture including, without limitation, the first priority nature of the lien or carry out more effectively the purposes of this Indenturehereof; (Biii) perfect, publish notice of or protect the validity of any Grant made or to be made by this IndentureIndenture (including any and all actions necessary or desirable as a result of changes in law or regulations); (Civ) enforce any of the Collateral or other instruments or property included in the Collateral; or; (Dv) preserve and defend title to the Collateral and the rights therein of the Indenture Trustee and the Secured Parties Holders of the Notes in the Collateral against the claims of all PersonsPersons and parties; or (vi) pay or cause to be paid any and all taxes levied or assessed upon all or any part of the Collateral. The Issuer hereby authorizes the Trustee to prepare and file any Financing Statement, continuation statement and all other instruments, and take all other actions, required pursuant to this Section 7.5. Such designation shall not impose upon the Trustee, or release or diminish, the Issuer’s obligations under this Section 7.5. The Issuer further authorizes, and shall cause the Issuer’s United States counsel to file, a Financing Statement that names the Issuer as debtor and the Trustee as secured party and that describes “all personal property of the Debtor now owned or hereafter acquired, other than ‘Excepted Property’” (and that defines Excepted Property in accordance with its definition herein) or words of similar effect as the Collateral in which the Trustee has a Grant. (b) The Issuer authorizes the Administrator shall enforce all of its material rights and the Indenture Trustee remedies under each Transaction Document to file any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filingwhich it is a party. (c) The Indenture Promptly upon obtaining knowledge that security interest granted by the Issuer to the Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments to such statements, are required to be filed pursuant to this Section 3.5 Indenture in any Portfolio Asset ceases to be a valid first priority security interest, the Issuer shall notify UBS whether (1) such Portfolio Asset will be secured by such security interest or Lien in, to or on such specified collateral within a period of not more than 5 Business Days or (ii2) the Issuer will sell such Portfolio Asset pursuant to file any such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do soSection 12.1(b).

Protection of Collateral. (a) The Issuer intends the security interest Granted pursuant to this Indenture in favor of the Indenture Trustee on behalf of the Noteholders to be prior to all other liens in respect of the Collateral, and the Issuer shall take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders, a first lien on and a first priority, perfected security interest in the Collateral. The Issuer will (i) from time to time execute and deliver all such supplements and amendments to this Indenture hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize all as prepared by the Servicer and cause delivered to be filed all such financing statements the Issuer, and amendments and continuations of such financing statements and (iii) will take such other action, in each case action necessary or advisable to: (Ai) Grant more effectively all or any portion of the Collateral; (ii) maintain or preserve the Lien lien and security interest (and the priority of such security interestthereof) of created by this Indenture or carry out more effectively the purposes of this Indenturehereof; (Biii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (Civ) enforce any of the Collateral; or; (Dv) preserve and defend title to the Collateral and the rights of the Indenture Trustee and the Secured Parties Noteholders in the such Collateral against the claims of all Persons.persons and parties; and (bvi) pay all taxes or assessments levied or assessed upon the Collateral when due. The Issuer shall file the initial financing statements on Form UCC1. All financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee in connection herewith describing the Collateral shall contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement, except as permitted in the Indenture, will violate the rights of the Secured Party.” The Issuer hereby authorizes the Administrator and the Indenture Trustee to file any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments to such statements, are other instruments required to be filed executed pursuant to this Section 3.5 and hereby designates the Indenture Trustee its agent and attorney-in-fact for such purpose; provided, however, that the Indenture Trustee shall have no obligation to monitor or (ii) to file any such financing or statements, continuation statements, financing statement amendments or amendment to such statements, and will not be liable for failure to do soany other instrument.

Protection of Collateral. (a) The Issuer intends the security interest Granted pursuant to this Indenture in favor of the Indenture Trustee on behalf of the Noteholders [and the [Swap][Cap] Counterparty] to be prior to all other liens in respect of the Collateral, and the Issuer shall take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders [and the [Swap][Cap] Counterparty], a first lien on and a first priority, perfected security interest in the Collateral. The Issuer will (i) from time to time execute and deliver all such supplements and amendments to this Indenture hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize all as prepared by the Servicer and cause delivered to be filed all such financing statements the Issuer, and amendments and continuations of such financing statements and (iii) will take such other action, in each case action necessary or advisable to: (Ai) Grant more effectively all or any portion of the Collateral; (ii) maintain or preserve the Lien lien and security interest (and the priority of such security interestthereof) of created by this Indenture or carry out more effectively the purposes of this Indenturehereof; (Biii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (Civ) enforce any of the Collateral; or; (Dv) preserve and defend title to the Collateral and the rights of the Indenture Trustee Trustee[, the [Swap][Cap] Counterparty] and the Secured Parties Noteholders in the such Collateral against the claims of all Persons.persons and parties; and (bvi) pay all taxes or assessments levied or assessed upon the Collateral when due. The Issuer shall file the financing statements on Form UCC-1. All financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee in connection herewith describing the Collateral shall contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement, except as permitted in the Indenture, will violate the rights of the Secured Party.” The Issuer hereby authorizes the Administrator and the Indenture Trustee to file all continuation statements or other instruments required to be executed pursuant to this Section and hereby designates the Indenture Trustee its agent and attorney-in-fact for such purpose; provided, however, that the Indenture Trustee shall have no obligation to monitor or file any financing or statements, continuation statements, and financing statement amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest of any other instrument. The Issuer authorizes the Indenture Trustee and its counsel to file UCC financing statements in the Collateral. Such financing form and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine substance satisfactory to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, describing the collateral as applicable“all assets of the Issuer, will deliver to the Issuer file-stamped copies of, whether now owned or filing receipts for, any such financing statement existing or hereafter acquired or arising and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statementswheresoever located, and amendments all proceeds and products thereof” or words to such statements, are required to be filed pursuant to this Section 3.5 or (ii) to file any such financing or continuation statements, or amendment to such statementsthat effect, and will not any limitations on such collateral description, notwithstanding that such collateral description may be liable for failure to do sobroader in scope than the Collateral described in this Indenture.

Protection of Collateral. (a) The Issuer will (i1) execute and deliver all such supplements and amendments to this Indenture and instruments of further assurance and other instruments, (ii2) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii3) take such other action, in each case necessary or advisable to: (Ai) maintain or preserve the Lien lien and security interest (and the priority of such security interest) of this Indenture or carry out more effectively the purposes of this Indenture; (Bii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (Ciii) enforce any of the Collateral; or (Div) preserve and defend title to the Collateral and the rights of the Indenture Trustee and the Secured Parties in the such Collateral against the claims of all Persons. (b) The Issuer authorizes the Administrator and the Indenture Trustee to file any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as the Administrator or the Indenture may determine are necessary or advisable to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “"all assets” " of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments to such statements, are required to be filed pursuant to this Section 3.5 or (ii) to file any such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do so3.5.

Protection of Collateral. (a) The Issuer will (i) shall from time to time execute and deliver all such supplements and amendments hereto and all filings with the Commission or the Secretary of State of the State of Delaware pursuant to this Indenture the Financing Order or the Deferred Fuel Cost Statute and all financing statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) shall take such other action, in each case action necessary or advisable advisable, to: (Aa) maintain or preserve the Lien and security interest (and the priority of such security interestthereof) of this Indenture or carry out more effectively the purposes of this Indenturehereof; (Bb) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (Cc) enforce any of the Deferred Fuel Cost Collateral; or; (Dd) preserve and defend title to the Deferred Fuel Cost Collateral and the rights of the Indenture Trustee and the Secured Parties Holders in the such Deferred Fuel Cost Collateral against the claims Claims of all Persons., including a challenge by any party to the validity or enforceability of the Financing Order, any Tariff, the Deferred Fuel Cost Property or any Proceeding relating thereto and institute any action or Proceeding necessary to compel performance by the Commission or the Commonwealth of Virginia of any of its obligations or duties under the Deferred Fuel Cost Statute, the Commonwealth Pledge or the Financing Order; and (be) pay any and all taxes levied or assessed upon all or any part of the Deferred Fuel Cost Collateral. The Issuer authorizes the Administrator and the Indenture Trustee is specifically permitted and authorized, but not required, to file any financing or continuation statementsstatements covering the Deferred Fuel Cost Collateral, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such including financing and continuation statements may that describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Deferred Fuel Cost Collateral as “all assets” or “all personal property” of the Issuer). The Administrator or ; provided, however, that such authorization shall not be deemed to be an obligation and it being understood that the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or Trustee shall not be responsible for filing receipts for, any such financing statement unless directed in writing to do so in accordance with the provisions of this Section 3.05 and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under shall have no obligation (i) or any duty to make any determination of whether any such financing prepare, authorize, executed or continuation statements, and amendments to such statements, are required to be filed pursuant to this Section 3.5 or (ii) to file any such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do sodocuments.

Protection of Collateral. (a) The Issuer will (i) Upon the request of any Lender or the Administrative Agent, the Borrower shall from time to time execute and deliver all such supplements and amendments to this Indenture hereto and all such Financing Statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) shall take such other actionaction as may be reasonably necessary to secure the rights and remedies of the Secured Parties hereunder and under the other Transaction Documents (provided that the Borrower shall be entitled to rely on any Opinion of Counsel delivered pursuant to Section 5.5 and any Opinion of Counsel with respect to the same subject matter delivered pursuant to Section 3 (each such Opinion of Counsel, a “Lien Opinion”) to determine what actions are reasonably necessary, and shall be fully protected in each case necessary or advisable so relying on such a Lien Opinion, unless the Borrower has knowledge that the procedures described in any such Lien Opinion are no longer adequate to maintain such perfection and priority) and to: (A1) Grant more effectively all or any portion of the Collateral; (2) maintain or preserve the Lien and security interest lien (and the priority of such security interestthereof) of this Indenture under the Collateral Documents and the other Transaction Documents to which it is a party or to carry out more effectively the purposes of this Indenturehereof and thereof; (B3) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenturethe Collateral Documents; (C4) enforce any of the Pledged Obligations or other instruments or property included in the Collateral; or; (D5) preserve and defend title to the Collateral and the rights therein of the Indenture Trustee Collateral Agent and the Secured Parties in the Collateral and the Collateral Agent against the claims of all Persons.persons and parties; (b6) The Issuer pay any and all taxes levied or assessed upon all or any part of the Collateral and use its commercially reasonable efforts to minimize taxes and any other costs arising in connection with its activities; and (7) give, execute, deliver, file and/or record any Financing Statement, notice, instrument, document, agreement or other papers that may be necessary or desirable to create, preserve, perfect or validate the security interest granted pursuant to the Collateral Documents or under the other Transaction Documents or to enable the Collateral Agent to exercise and enforce its rights hereunder and thereunder with respect to such pledge and security interest, and hereby authorizes the Administrator and the Indenture Trustee Collateral Agent to file any financing or continuation statements, and amendments to such statements, in Financing Statements listing ‘all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest assets’ of the Indenture Trustee debtor in the Collateral. Such financing and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection collateral description of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filingFinancing Statements. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments to such statements, are required to be filed pursuant to this Section 3.5 or (ii) to file any such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do so.

Protection of Collateral. The Borrower shall from time to time execute, deliver, file and/or authorize the filing of all UCC-1 financing statements and continuation statements (aincluding, but not limited to UCC-3 financing statements) The Issuer will (i) execute and deliver all such supplements and amendments to this Indenture and the equivalent thereof in any applicable foreign jurisdiction, if applicable, instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) shall take such other action, in each case action as may be necessary or advisable to secure the rights and remedies of the Secured Parties hereunder and to: (Aa) maintain grant security more effectively on all or any portion of the Collateral; (b) maintain, preserve and perfect any grant of security made or to be made by this Agreement including the first priority (subject to Permitted Liens) nature of the Lien and security interest (and the priority of such security interest) of this Indenture granted hereunder or to carry out more effectively the purposes of this Indenturehereof; (Bc) perfect, publish notice of or protect the validity of any Grant grant made or to be made by this IndentureAgreement (including any and all actions necessary as a result of changes in Law); (Cd) enforce any of the Collateral or other instruments or property included in the Collateral; or; (De) preserve and defend title to the Collateral and the rights therein of the Indenture Trustee Collateral Agent and the Secured Parties in the Collateral against the claims of all Persons.third parties; and (bf) pay or cause to be paid any and all Taxes levied or assessed upon all or any part of the Collateral unless the same are being contested in good faith by appropriate proceedings and for which appropriate reserves in accordance with GAAP have been established. The Issuer authorizes Borrower hereby designates the Administrator Collateral Agent as its agent and the Indenture Trustee attorney in fact to prepare and file any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such UCC-1 financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make and the equivalent thereof in any determination of whether any such financing or continuation statementsapplicable foreign jurisdiction, if applicable, and amendments to such statementsall other instruments, are and take all other actions, required to be filed pursuant to this Section 3.5 7.07 if the Borrower fails to take any such action within ten (10) Business Days after either Agent’s request therefor. Such designation shall not impose upon the Collateral Agent or (ii) the Administrative Agent or any other Secured Party, or release or diminish, the Borrower’s obligations under this Section 7.07. The Borrower further authorizes the Collateral Agent to file UCC-1 financing statements or the equivalent thereof in any such financing foreign jurisdiction, if applicable, that name the Borrower as debtor and the Collateral Agent as secured party and that describes “all assets in which the debtor now or continuation statements, or amendment to such statements, and will not be liable for failure to do sohereafter has rights” as the Collateral in which the Collateral Agent has a grant of security hereunder.

Protection of Collateral. (a) The Note Issuer will (i) from time to time execute and deliver all such supplements and amendments hereto and all such filings with the DTE pursuant to this Indenture and the Statute, financing statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) will take such other action, in each case action necessary or advisable to: (Aa) maintain or preserve the Lien and security interest (and the priority of such security interestthereof) of this Note Indenture or carry out more effectively the purposes of this Indenturehereof; (Bb) perfect, publish notice of or protect the validity of any Grant made or to be made by this Note Indenture; (Cc) enforce any of the Collateral; or; (Dd) preserve and defend title to the Collateral and the rights of the Indenture Note Trustee and the Secured Parties Noteholders in the such Collateral against the claims of all Persons.Persons and parties, including the challenge by any party to the validity or enforceability of the Financing Order, any Advice Letter or the Transition Property or any proceeding relating thereto and institute any action or proceeding necessary to compel performance by the DTE or The Commonwealth of Massachusetts of any of its obligations or duties under the Statute, the Financing Order or any Advice Letter; or (be) The Issuer authorizes the Administrator pay any and the Indenture Trustee to file all taxes levied or assessed upon all or any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest part of the Indenture Trustee in the Collateral. Such The Note Issuer hereby designates the Note Trustee its agent and attorney-in-fact to execute any filings with the DTE pursuant to the Statute, financing and statement, continuation statement or other instrument required by the Note Trustee pursuant to this Section, it being understood that the Note Trustee shall have no such obligation. The Note Trustee agrees not to execute any such filing (other than UCC financing statements, continuation statements may describe or amendments) prior to a Default unless the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Note Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) shall have failed to make any determination of whether any such financing or continuation statementsfiling on a timely basis, which shall mean at least five Business Days prior to the expiration date for such filing. The Note Issuer hereby agrees to file promptly after the date hereof, and amendments the Note Trustee hereby authorizes the filing of, financing statements in lieu of continuation statements with respect to such statementsthe financing statements filed in Massachusetts and Connecticut on or prior to the Issuance Date that name the Note Issuer as debtor in accordance with the provisions of Article 9 of the Delaware UCC to take effect after June 30, are required to be filed pursuant to this Section 3.5 or (ii) to file any such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do so2001.

Protection of Collateral. (a) The Issuer will (i) shall from time to time execute and deliver all such supplements and amendments hereto and all filings with the PUCT or the Texas Secretary of State pursuant to this Indenture the Financing Order or to the Securitization Law and all financing statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) shall take such other action, in each case action necessary or advisable to: (Ai) maintain or preserve the Lien lien and security interest (and the priority of such security interestthereof) of this Indenture or carry out more effectively the purposes of this Indenturehereof; (Bii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (Ciii) enforce any of the Collateral; or, including any Swap Agreement; (Div) preserve and defend title to the Collateral and the rights of the Indenture Trustee and the Secured Parties Holders in the such Collateral against the claims Claims of all Persons.Persons and parties, including the challenge by any party to the validity or enforceability of the Financing Order, any Tariff, the Transition Property or any proceeding relating thereto and institute any action or proceeding necessary to compel performance by the PUCT or the State of Texas of any of its obligations or duties under the Securitization Law, the State Pledge, or the Financing Order or any Tariff; or (bv) pay any and all taxes levied or assessed upon all or any part of the Collateral. The Issuer authorizes the Administrator and hereby designates the Indenture Trustee or the Servicer its agent and attorney-in-fact to file execute upon the written direction of the Issuer any filings with the PUCT or the Texas Secretary of State, financing or continuation statements, and amendments continuation statements or other instrument required pursuant to such statementsthis Section, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest of it being understood that the Indenture Trustee in the Collateral. Such financing and continuation statements may describe the Collateral in shall have no such obligation or any manner as the Administrator or the Indenture Trustee may reasonably determine duty to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any prepare such financing statement and continuation statement promptly upon such document becoming available following filingdocuments. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments to such statements, are required to be filed pursuant to this Section 3.5 or (ii) to file any such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do so.

Protection of Collateral. (a) The Issuer will (i) Borrower shall from time to time execute and deliver all such supplements and amendments to this Indenture hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) shall take such other action, in each case action as may be necessary or advisable to secure the rights and remedies of the Secured Parties hereunder and to: (A1) Grant more effectively all or any portion of the Collateral; (2) maintain or preserve the Lien and security interest lien (and the priority of such security interestthereof) of this Indenture the Transaction Documents or to carry out more effectively the purposes of this Indenturehereof; (B3) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenturethe Transaction Documents; (C4) enforce any of the Pledged Obligations or other instruments or property included in the Collateral; or; (D5) preserve and defend title to the Collateral and the rights therein of the Indenture Trustee Collateral Agent and the Secured Parties in the Collateral against the claims of all Personspersons and parties; (6) pay any and all taxes levied or assessed upon all or any part of the Collateral and use its commercially reasonable efforts to minimize taxes and any other costs arising in connection with its activities; and (7) give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers that may be necessary or desirable to create, preserve, perfect or validate the security interest granted pursuant to the Transaction Documents or to enable the Collateral Agent to exercise and enforce its rights hereunder and thereunder with respect to such pledge and security interest, and hereby authorizes the Collateral Agent to file a UCC financing statement listing ‘all assets of the debtor’ in the collateral description of such financing statement. The Borrower hereby designates the Collateral Agent as its agent and attorney-in-fact to file, upon Borrower Order, any financing statement, continuation statement or other instrument required pursuant to this Section 4; provided that such appointment shall not impose upon the Collateral Agent any of the Borrower’s obligations under this Section 4. The Borrower shall cause to be filed one or more continuation statements under the applicable UCC (it being understood that the Borrower (and to the extent the Collateral Agent takes any action, the Collateral Agent) shall be entitled to rely upon an Opinion of Counsel as to the need to file such financing statements and continuation statements, the dates by which such filings are required to be made and the jurisdictions in which such filings are required to be made). (b) The Issuer authorizes Collateral Agent shall not (1) except in accordance with the Administrator terms and conditions herein, remove any portion of the Indenture Trustee Collateral that consists of Cash or is evidenced by an instrument, certificate or other writing (A) from the jurisdiction in which it was held at the date the most recent Opinion of Counsel was delivered pursuant to file Section 5 below in this Part 1 of Schedule E (or from the jurisdiction in which it was held as described in the Opinion of Counsel delivered at the Initial Funding Date pursuant to Section 3 of this Agreement, if no Opinion of Counsel has yet been delivered pursuant to said Section 5) or (B) from the possession of the Person who held it on such date or (2) cause or permit ownership or the pledge of any financing portion of the Collateral that consists of book-entry securities to be recorded on the books of a Person (A) located in a different jurisdiction from the jurisdiction in which such ownership or continuation statementspledge was recorded at such date or (B) other than the Person on whose books such ownership or pledge was recorded at such date, unless the Collateral Agent shall have first received an Opinion of Counsel to the effect that the lien and amendments security interest created by this Agreement with respect to such statements, in all jurisdictions and with all filing offices as are necessary or advisable property will continue to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments be maintained after giving effect to such statements, are required to be filed pursuant to this Section 3.5 action or (ii) to file any such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do soactions.

Protection of Collateral. (a) The Issuer will (i1) execute and deliver all such supplements and amendments to this Indenture and instruments of further assurance and other instruments, (ii2) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii3) take such other action, in each case necessary or advisable to: (Ai) maintain or preserve the Lien and security interest (and the priority of such security interest) of this Indenture or carry out more effectively the purposes of this Indenture; (Bii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (Ciii) enforce any of the Collateral; or (Div) preserve and defend title to the Collateral and the rights of the Indenture Trustee and the Secured Parties in the such Collateral against the claims of all Persons. (b) The Issuer authorizes the Administrator and the Indenture Trustee to file any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “"all assets” " of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments to such statements, are required to be filed pursuant to this Section 3.5 or (ii) to file any such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do so.

Protection of Collateral. (a) The Issuer will (i1) execute and deliver all such supplements and amendments to this Indenture and instruments of further assurance and other instruments, (ii2) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii3) take such other action, in each case necessary or advisable to: (Ai) maintain or preserve the Lien lien and security interest (and the priority of such security interest) of this Indenture or carry out more effectively the purposes of this Indenture; (Bii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (Ciii) enforce any of the Collateral; or (Div) preserve and defend title to the Collateral and the rights of the Indenture Trustee and the Secured Parties in the such Collateral against the claims of all Persons. (b) The Issuer authorizes the Administrator and the Indenture Trustee to file any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as the Administrator or the Indenture may determine are necessary or advisable to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer)Collateral. The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments to such statements, are required to be filed pursuant to this Section 3.5 or (ii) to file any such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do so3.5.

Protection of Collateral. (a) The Issuer will (i) Each Borrower Entity shall from time to time execute and deliver all such supplements and amendments to this Indenture hereto and all such Financing Statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) shall take such other actionaction as may be reasonably necessary to secure the rights and remedies of the Secured Parties hereunder and under the other Transaction Documents (provided that the Borrower shall be entitled to rely on any Opinion of Counsel delivered pursuant to Section 5.5 and any Opinion of Counsel with respect to the same subject matter delivered pursuant to Section 3 (each such Opinion of Counsel, a “Lien Opinion”) to determine what actions are reasonably necessary, and shall be fully protected in each case necessary or advisable so relying on such a Lien Opinion, unless the Borrower has knowledge that the procedures described in any such Lien Opinion are no longer adequate to maintain such perfection and priority) and to: (A1) Grant more effectively all or any portion of the Collateral; (2) maintain or preserve the Lien and security interest lien (and the priority of such security interestthereof) of this Indenture under the Collateral Documents and the other Transaction Documents to which it is a party or to carry out more effectively the purposes of this Indenturehereof and thereof; (B3) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenturethe Collateral Documents; (C4) enforce any of the Pledged Obligations or other instruments or property included in the Collateral; or; (D5) preserve and defend title to the Collateral and the rights therein of the Indenture Trustee Collateral Agent and the Secured Parties in the Collateral and the Collateral Agent against the claims of all Personspersons and parties; (6) pay any and all taxes levied or assessed upon all or any part of the Collateral and use its commercially reasonable efforts to minimize taxes and any other costs arising in connection with its activities; and (7) give, execute, deliver, file and/or record any Financing Statement, notice, instrument, document, agreement or other papers that may be necessary or desirable to create, preserve, perfect or validate the security interest granted pursuant to the Collateral Documents or under the other Transaction Documents or to enable the Collateral Agent to exercise and enforce its rights hereunder and thereunder with respect to such pledge and security interest, and hereby authorizes the Collateral Agent to file Financing Statements listing ‘all assets’ of the debtor (or words of similar effect) in the collateral description of such Financing Statements. The Borrower Entities hereby designate the Collateral Agent as the agent and attorney‑in‑fact for the Borrower Entities to file, upon Borrower Order, any Financing Statement, continuation statement or other instrument required pursuant to this Section 5.4; provided that such appointment shall not impose upon the Collateral Agent any of the Borrower Entities’ obligations under this Section 5.4. The Borrower Entities shall cause to be filed one or more continuation statements under the applicable UCC (it being understood that the Borrower Entities (and to the extent the Collateral Agent takes any action, the Collateral Agent) shall be entitled to rely upon an Opinion of Counsel, including a Lien Opinion, as to the need to file such Financing Statements and continuation statements, the dates by which such filings are required to be made and the jurisdictions in which such filings are required to be made). (b) The Issuer authorizes the Administrator and the Indenture Trustee to file any financing Collateral Agent shall not (1) except in accordance with Section 6.8(a), (b) or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuerc). The Administrator or the Indenture Trustee, as applicable, will deliver remove any portion of the Collateral that consists of Cash or is evidenced by an instrument, certificate or other writing (A) from the jurisdiction in which it was held at the date the most recent Lien Opinion was delivered pursuant hereto or (B) from the possession of the Person who held it on such date or (2) cause or permit ownership or the pledge of any portion of the Collateral that consists of book entry securities to be recorded on the books of a Person (A) located in a different jurisdiction from the jurisdiction in which such ownership or pledge was recorded at such date or (B) other than the Person on whose books such ownership or pledge was recorded at such date, unless the Collateral Agent shall have first received an Opinion of Counsel to the Issuer file-stamped copies of, or filing receipts for, any such financing statement effect that the lien and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments security interest created by this Agreement with respect to such statements, are required property will continue to be filed pursuant to this Section 3.5 or (ii) to file any such financing or continuation statements, or amendment maintained after giving effect to such statements, and will not be liable for failure to do soaction or actions.

Protection of Collateral. (a) The Issuer will (i) Each Borrower Entity shall from time to time execute and deliver all such supplements and amendments to this Indenture hereto and all such Financing Statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) shall take such other actionaction as may be reasonably necessary to secure the rights and remedies of the Secured Parties hereunder and under the other Transaction Documents (provided that the Borrower shall be entitled to rely on any Opinion of Counsel delivered pursuant to Section 5.5 and any Opinion of Counsel with respect to the same subject matter delivered pursuant to Section 3 (each such Opinion of Counsel, a “Lien Opinion”) to determine what actions are reasonably necessary, and shall be fully protected in each case necessary or advisable so relying on such a Lien Opinion, unless the Borrower has knowledge that the procedures described in any such Lien Opinion are no longer adequate to maintain such perfection and priority) and to: (A1) Grant more effectively all or any portion of the Collateral; (2) maintain or preserve the Lien and security interest lien (and the priority of such security interestthereof) of this Indenture under the Collateral Documents and the other Transaction Documents to which it is a party or to carry out more effectively the purposes of this Indenturehereof and thereof; (B3) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenturethe Collateral Documents; (C4) enforce any of the Pledged Obligations or other instruments or property included in the Collateral; or; (D5) preserve and defend title to the Collateral and the rights therein of the Indenture Trustee Collateral Agent and the Secured Parties in the Collateral and the Collateral Agent against the claims of all Personspersons and parties; (6) pay any and all taxes levied or assessed upon all or any part of the Collateral and use its commercially reasonable efforts to minimize taxes and any other costs arising in connection with its activities; and (7) give, execute, deliver, file and/or record any Financing Statement, notice, instrument, document, agreement or other papers that may be necessary or desirable to create, preserve, perfect or validate the security interest granted pursuant to the Collateral Documents or under the other Transaction Documents or to enable the Collateral Agent to exercise and enforce its rights hereunder and thereunder with respect to such pledge and security interest, and hereby authorizes the Collateral Agent to file Financing Statements listing ‘all assets’ of the debtor in the collateral description of such Financing Statements. The Borrower Entities hereby designate the Collateral Agent as the agent and attorney-in-fact for the Borrower Entities to file, upon Borrower Order, any Financing Statement, continuation statement or other instrument required pursuant to this Section 5.4; provided that such appointment shall not impose upon the Collateral Agent any of the Borrower Entities’ obligations under this Section 5.4. The Borrower Entities shall cause to be filed one or more continuation statements under the applicable UCC (it being understood that the Borrower Entities (and to the extent the Collateral Agent takes any action, the Collateral Agent) shall be entitled to rely upon an Opinion of Counsel, including a Lien Opinion, as to the need to file such Financing Statements and continuation statements, the dates by which such filings are required to be made and the jurisdictions in which such filings are required to be made). (b) The Issuer authorizes the Administrator and the Indenture Trustee to file any financing Collateral Agent shall not (1) except in accordance with Section 6.8(a), (b) or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuerc). The Administrator or the Indenture Trustee, as applicable, will deliver remove any portion of the Collateral that consists of Cash or is evidenced by an instrument, certificate or other writing (A) from the jurisdiction in which it was held at the date the most recent Lien Opinion was delivered pursuant hereto or (B) from the possession of the Person who held it on such date or (2) cause or permit ownership or the pledge of any portion of the Collateral that consists of book entry securities to be recorded on the books of a Person (A) located in a different jurisdiction from the jurisdiction in which such ownership or pledge was recorded at such date or (B) other than the Person on whose books such ownership or pledge was recorded at such date, unless the Collateral Agent shall have first received an Opinion of Counsel to the Issuer file-stamped copies of, or filing receipts for, any such financing statement effect that the lien and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments security interest created by this Agreement with respect to such statements, are required property will continue to be filed pursuant to this Section 3.5 or (ii) to file any such financing or continuation statements, or amendment maintained after giving effect to such statements, and will not be liable for failure to do soaction or actions.

Protection of Collateral. (a) The Issuer will (i) execute and deliver all such supplements and amendments to this Indenture and instruments of further assurance and other instrumentsSell, (ii) file transfer, exchange or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) take such other action, in each case necessary or advisable to: (A) maintain or preserve the Lien and security interest (and the priority of such security interest) of this Indenture or carry out more effectively the purposes of this Indenture; (B) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (C) enforce any of the Collateral; or (D) preserve and defend title to the Collateral and the rights of the Indenture Trustee and the Secured Parties in the Collateral against the claims of all Persons. (b) The Issuer authorizes the Administrator and the Indenture Trustee to file any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies otherwise dispose of, or filing receipts forpledge, mortgage, hypothecate or otherwise encumber (or permit such to occur or suffer such to exist), any part of the Revolver Collateral, except as expressly permitted by the Security Agreement, or any part of the Shared Collateral, except as expressly permitted by the Master Collateral and Intercreditor Agreement; permit the validity or effectiveness of the Security Agreement or the Master Collateral and Intercreditor Agreement or any grant under either such financing statement agreement to be impaired; permit the Lien of the Security Agreement or the Lien of the Master Collateral and continuation statement promptly upon such document becoming available following filing. Intercreditor Agreement to be amended, hypothecated, subordinated, terminated or discharged; permit any Person to be released from any covenants or obligations with respect to the Security Agreement or the Master Collateral and Intercreditor Agreement, except as may be expressly permitted hereby or thereby; permit any Lien (c) The Indenture Trustee is under no obligation (iother than the Lien of the Security Agreement or the collateral agent specified in the Spread Account Agreement for the benefit of the insurer of the Designated Series and the related secured parties) to be created on or extend to or otherwise arise upon or burden the Revolver Collateral or any part thereof, any interest therein or the proceeds thereof; take any action that would permit the lien of the Security Agreement not to constitute a valid security interest in the Revolver Collateral and prior to all Liens other than the Permitted Liens; permit any Lien (other than the Lien of the Master Collateral and Intercreditor Agreement) to be created on or extend to or otherwise arise upon or burden the Shared Collateral or any part thereof, any interest therein or the proceeds thereof; take any action that would permit the lien of the Master Collateral and Intercreditor Agreement not to constitute a valid security interest in the Shared Collateral and prior to all Liens other than the Permitted Liens; claim any credit on, or make any determination deduction from, the principal or interest payable in respect of whether the Advances or the Notes (other than amounts withheld in accordance with the Code) or assert any such financing claim against any present or continuation statementsfuture Lender or the Administrative Agent, and amendments to such statements, are required to be filed pursuant to this Section 3.5 by reason of the payment of any taxes levied or (ii) to file assessed upon any such financing part of the Revolver Collateral or continuation statements, or amendment to such statements, and will not be liable for failure to do sothe Shared Collateral.

Protection of Collateral. (a) The Issuer will (i1) execute and deliver all such supplements supple-ments and amendments to this Indenture and instruments of further assurance and other instruments, (ii2) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii3) take such other action, in each case necessary or advisable to: (Ai) maintain or preserve the Lien lien and security interest (and the priority of such security interest) of this Indenture or carry out more effectively the purposes of this Indenture; (Bii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (Ciii) enforce any of the Collateral; or (Div) preserve and defend title to the Collateral and the rights of the Indenture Trustee and the Secured Parties in the such Collateral against the claims of all Persons. (b) The Issuer authorizes the Administrator and the Indenture Trustee to file any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as the Administrator or the Indenture may determine are necessary or advisable to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer)Collateral. The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments to such statements, are required to be filed pursuant to this Section 3.5 or (ii) to file any such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do so3.5.

Protection of Collateral. (a) The Note Issuer will (i) from time to time execute and deliver all such supplements and amendments hereto and all such filings with the DPUC pursuant to this Indenture and the Statute, financing statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) will take such other action, in each case action necessary or advisable to: (Aa) maintain or preserve the Lien lien and security interest (and the priority of such security interestthereof) of this Note Indenture or carry out more effectively the purposes of this Indenturehereof; (Bb) perfect, publish notice of or protect the validity of any Grant made or to be made by this Note Indenture; (Cc) enforce any of the Collateral; or; (Dd) preserve and defend title to the Collateral and the rights of the Indenture Note Trustee and the Secured Parties Noteholders in the such Collateral against the claims of all Persons.Persons and parties, including the challenge by any party to the validity or enforceability of the Financing Order, any Advice Letter or the Transition Property or any proceeding relating thereto and institute any action or proceeding necessary to compel performance by the DPUC or the State of Connecticut of any of its obligations or duties under the Statute, the Financing Order or any Advice Letter; or (be) The Issuer authorizes the Administrator pay any and the Indenture Trustee to file all taxes levied or assessed upon all or any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest part of the Indenture Trustee in the Collateral. Such The Note Issuer hereby designates the Note Trustee its agent and attorney-in-fact to execute any filings with the DPUC pursuant to the Statute, financing and statement, continuation statement or other instrument required by the Note Trustee pursuant to this Section, it being understood that the Note Trustee shall have no such obligation. The Note Trustee agrees not to execute any such filing (other than UCC financing statements, continuation statements may describe or amendments) prior to a Default unless the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Note Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) shall have failed to make any determination of whether any such financing or continuation statementsfiling on a timely basis, and amendments which shall mean at least five Business Days prior to the expiration date for such statements, are required to be filed pursuant to this Section 3.5 or (ii) to file any such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do sofiling.

Protection of Collateral. (a) The Issuer will (i) Borrower shall from time to time execute and deliver all such supplements and amendments to this Indenture hereto and file or authorize the filing of all such UCC-1 financing statements and continuation statements and the equivalent thereof in any applicable foreign jurisdiction, if applicable, instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) shall take such other action, in each case action as may be necessary or advisable to secure the rights and remedies of the Secured Parties hereunder and to: (Aa) maintain grant security more effectively on all or any portion of the Collateral; (b) maintain, preserve and perfect any grant of security made or to be made by this Agreement including the first priority nature of the Lien and security interest (and the priority of such security interest) of this Indenture granted hereunder or to carry out more effectively the purposes of this Indenturehereof; (Bc) perfect, publish notice of or protect the validity of any Grant grant made or to be made by this IndentureAgreement (including any and all actions necessary as a result of changes in Law); (Cd) enforce any of the Collateral or other instruments or property included in the Collateral; or; (De) preserve and defend title to the Collateral and the rights therein of the Indenture Trustee Collateral Agent and the Secured Parties in the Collateral against the claims of all Persons.third parties; and (bf) The Issuer authorizes the Administrator pay or cause to be paid any and the Indenture Trustee to file all taxes levied or assessed upon all or any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest part of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe The Borrower hereby designates the Collateral Agent as its agent and attorney in fact to prepare and file any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such UCC-1 financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make and the equivalent thereof in any determination of whether any such financing or continuation statementsapplicable foreign jurisdiction, if applicable, and amendments to such statementsall other instruments, are and take all other actions, required to be filed pursuant to this Section 3.5 7.07 if the Borrower fails to take any such action within ten (10) Business Days after either Agent’s request therefor. Such designation shall not impose upon the Collateral Agent or (ii) the Administrative Agent or any other Secured Party, or release or diminish, the Borrower’s obligations under this Section 7.07. The Borrower further authorizes the Collateral Agent to file UCC-1 financing statements or the equivalent thereof in any such financing foreign jurisdiction, if applicable, that name the Borrower as debtor and the Collateral Agent as secured party and that describes “all assets in which the debtor now or continuation statements, or amendment to such statements, and will not be liable for failure to do sohereafter has rights” as the Collateral in which the Collateral Agent has a grant of security hereunder.

Protection of Collateral. (a) The Issuer will (i) Borrower shall from time to time execute and deliver all such supplements and amendments to this Indenture hereto and file or authorize the filing of all such UCC-1 financing statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) shall take such other action, in each case action as may be necessary or advisable to secure the rights and remedies of the Secured Parties hereunder and to: (Ai) maintain grant security more effectively on all or any portion of the Collateral; (ii) maintain, preserve and perfect any grant of security made or to be made by this Agreement including, without limitation, the Lien and security interest (and first priority nature of the priority of such security interest) of this Indenture lien or carry out more effectively the purposes of this Indenturehereof; (Biii) perfect, publish notice of or protect the validity of any Grant grant made or to be made by this IndentureAgreement (including, without limitation, any and all actions necessary as a result of changes in law or regulations); (Civ) enforce any of the Collateral or other instruments or property included in the Collateral; or; (Dv) preserve and defend title to the Collateral and the rights therein of the Indenture Trustee Collateral Agent and the Secured Parties in the Collateral against the claims of all Persons.third parties; and (bvi) The Issuer authorizes the Administrator pay or cause to be paid any and the Indenture Trustee to file all taxes levied or assessed upon all or any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest part of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe The Borrower hereby designates the Collateral Agent as its agent and attorney in fact to prepare and file any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture TrusteeUCC-1 financing statement, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing continuation statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statementsall other instruments, and amendments to such statementstake all other actions, are required to be filed pursuant to this Section 3.5 7.07. Such designation shall not impose upon the Collateral Agent, or (ii) release or diminish, the Borrower’s obligations under this Section 7.07 or Section 5.01(c). The Borrower further authorizes the Administrative Agent or its counsel to file file, without the Borrower’s signature, UCC- 1 financing statements that name the Borrower as debtor and the Collateral Agent as secured party and that describe “all assets in which the debtor now or hereafter has rights” as the Collateral in which the Collateral Agent has a grant of security hereunder and any such financing amendments or continuation statements, statements that may be necessary or amendment to such statements, and will not be liable for failure to do sodesirable.

Protection of Collateral. (a) The Issuer will (i) Borrower shall from time to time execute and deliver all such supplements and amendments to this Indenture hereto and file or authorize the filing of all such UCC-1 financing statements and continuation statements, instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) shall take such other action, in each case action as may be necessary or advisable to secure the rights and remedies of the Secured Parties hereunder and to: (Aa) maintain grant security more effectively on all or any portion of the Collateral; (b) maintain, preserve and perfect any grant of security made or to be made by this Agreement including the first-priority nature of the Lien and security interest (and the priority of such security interestsubject to Permitted Liens) of this Indenture or carry out more effectively the purposes of this Indenturehereof; (Bc) perfect, publish notice of perfect or protect the validity of any Grant grant made or to be made by this IndentureAgreement (including any and all actions necessary or desirable as a result of changes in Applicable Law); (Cd) enforce any of the Collateral or other instruments or property included in the Collateral; or; (De) preserve and defend title to the Collateral and the rights therein of the Indenture Trustee Collateral Agent and the Secured Parties in the Collateral against the claims of all Persons.third parties; and (bf) The Issuer authorizes the Administrator pay or cause to be paid any and the Indenture Trustee to file all Taxes levied or assessed upon all or any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest part of the Indenture Trustee in the Collateral. Such If the Borrower fails to prepare and file any instrument or to take any action required pursuant to this Section 7.07 within ten (10) Business Days after the Administrative Agent’s request and written instruction therefor, the Borrower hereby designates the Collateral Agent as its agent to prepare and file such instrument and take such action required pursuant to this Section 7.07. The Borrower further authorizes the Collateral Agent to file UCC-1 financing statements and continuation statements may describe therefor, that name the Borrower as debtor and the Collateral Agent as secured party and that describes “all assets in which the debtor now or hereafter has rights” (or words of similar effect) as the Collateral in any manner as which the Administrator Collateral Agent has a grant of security hereunder. Such designation shall not impose upon the Collateral Agent or the Indenture Trustee may reasonably determine to ensure Administrative Agent or any other Secured Party, or release or diminish, the perfection Borrower’s obligations under this Section 7.07. Notwithstanding the generality of the interest foregoing, the Borrower shall, not earlier than six (6) months and not later than one (1) month prior to the fifth (5th) anniversary of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” date of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, of any such financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments to such statements, are required to be filed pursuant to this Section 3.5 Agreement authorize, deliver and file or (ii) cause to file any be filed an appropriate continuation statement with respect to each such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do sostatement.

Protection of Collateral. (a) The Issuer will (i) Borrower, or the Collateral Manager on behalf of and at the expense of the Borrower, shall from time to time execute and deliver all such supplements and amendments to this Indenture hereto and file or authorize the filing of all such UCC-1 financing statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) shall take such other action, in each case action as may be necessary or advisable or desirable to secure the rights and remedies of the Lenders hereunder and to: (Ai) maintain grant security more effectively on all or any portion of the Collateral; (ii) maintain, preserve and perfect any grant of security made or to be made by this Agreement including, without limitation, the Lien and security interest first priority nature (and the priority of such security interestsubject to Permitted Liens) of this Indenture the lien or carry out more effectively the purposes of this Indenturehereof; (Biii) perfect, publish notice of or protect the validity of any Grant grant made or to be made by this IndentureAgreement (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations); (Civ) enforce any of the Collateral or other instruments or property included in the Collateral; or; (Dv) preserve and defend title to the Collateral and the rights therein of the Indenture Trustee Collateral Agent and the Secured Parties in the Collateral against the claims of all Persons.Persons and parties; and (bvi) pay or cause to be paid any and all material Taxes levied or assessed upon all or any part of the Collateral, except to the extent such Taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor. The Issuer Borrower hereby authorizes the Administrator Collateral Agent as its agent and the Indenture Trustee attorney in fact to prepare and file any UCC-1 financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such financing and continuation statements statement (which may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral collateral as “all assets” of the Issuer”). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing continuation statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statementsall other instruments, and amendments to such statementstake all other actions, are required to be filed pursuant to this Section 3.5 6.3. Such authorization shall not impose upon the Collateral Agent, or (ii) release or diminish, the Borrower’s obligations under this Section 6.3. The Borrower further authorizes the Administrative Agent’s United States counsel to file any such UCC-1 or UCC-3 financing or continuation statements, or amendment to such statements, statements that may be required by the Agents in connection with this Agreement and will not be liable for failure to do sothe transactions contemplated hereby.

Protection of Collateral. (a) The Issuer will (i) from time to time prepare, execute and deliver all such supplements and amendments to this Indenture hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) will take such other action, in each case action necessary or advisable to: (Ai) maintain or preserve the Lien lien and security interest (and the priority of such security interestthereof) of this Indenture or carry out more effectively the purposes of this Indenturehereof; (Bii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (Ciii) cause the Issuer, the Servicer or the Master Servicer to enforce any of the Collateralrights to the Mortgage Loans; or (Div) preserve and defend title to the Collateral Trust and the rights of the Indenture Trustee and the Secured Parties Noteholders in the Collateral Trust against the claims of all Personspersons and parties. (b) The Issuer authorizes the Administrator and Except as otherwise provided in this Indenture, the Indenture Trustee shall not remove any portion of the Trust that consists of money or is evidenced by an instrument, certificate or other writing from the jurisdiction in which it was held at the date of the most recent Opinion of Counsel delivered pursuant to file any financing Section 3.07 hereof (or continuation statementsfrom the jurisdiction in which it was held as described in the Opinion of Counsel delivered on the Closing Date pursuant to Section 3.07(a) hereof), and amendments or if no Opinion of Counsel has yet been delivered pursuant to such statementsSection 3.07(b) hereof, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest of unless the Indenture Trustee in shall have first received an Opinion of Counsel to the Collateraleffect that the lien and security interest created by this Indenture with respect to such property will continue to be maintained after giving effect to such action or actions. Such financing and continuation statements may describe the Collateral in any manner as the Administrator or The Issuer hereby designates the Indenture Trustee may reasonably determine its agent and attorney-in-fact to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trusteesign any financing statement, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments to such statements, are other instrument required to be filed signed pursuant to this Section 3.5 or (ii) 3.06 upon the Issuer's preparation thereof and delivery to file any such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do sothe Indenture Trustee.

Protection of Collateral. (a) The Issuer Each of the Owner and the Owner Participant agrees that from time to time, at the expense of the Owner, it will (i) promptly execute and deliver all such supplements further instruments and documents, and take all further action, that may be necessary and as may be reasonably requested by the Lender in order to perfect and protect any security interest granted or purported to be granted pursuant to the Security Documents (including, without limitation, to the extent applicable registrations of international interests in respect of the Airframe and each Engine with the International Registry), or to enable the Security Trustee to exercise and enforce its rights and remedies under and in accordance with the provisions hereof or of the Security Documents. The Owner hereby authorizes, and will cause the Owner to authorize, the Lender and/or the Security Trustee to file one or more UCC financing or continuation statements, and amendments thereto, or any similar document, with respect to this Indenture all or any part of the Collateral granted by the Owner or the Owner without the signature of the Owner or the Owner where permitted by Applicable Law. The Security Trustee shall prepare and instruments file on behalf of further assurance and other instruments, the Owner all necessary continuation statements (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) take such other actionsimilar documents) in order to maintain the perfection of the Security Trustee’s security interest in the Collateral. Without limiting the foregoing, in each case the Owner will, upon the reasonable request of the Security Trustee or the Lender, take at the Owner’s cost and expense such other reasonable action necessary or advisable to: (Ai) grant more effectively the security interest in all or any portion of the Collateral; (ii) maintain or preserve the Lien and first perfected security interest (and of the priority of such security interest) of this Indenture or carry out more effectively Security Trustee and/or the purposes of this IndentureOwner in the Collateral; (Biii) perfect, publish notice of or protect the validity of any Grant made or to be made the security interest in the Collateral created by this Indenturethe Security Documents; (Civ) enforce perfect the Security Trustee’s and/or the Owner’s interest in the Aircraft and Lease under the Cape Town Convention to the extent applicable and under any international perfection standards that may be adopted after the date of this Agreement to the Collateral; orextent practicable and without unreasonable cost; (Dv) preserve and defend its right, title and interest to the Collateral and the rights of the Indenture Trustee Lender and the Secured Parties Security Trustee in the such Collateral against the claims of all Persons.Persons (other than the Lender or any Person claiming through the Lender); and (bvi) The Issuer authorizes the Administrator pay any and the Indenture Trustee to file all fees, taxes and other charges payable in connection with any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments to such statements, which are required to be filed with any applicable Governmental Authority pursuant to this Section 3.5 Agreement or (ii) to file any such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do soother Basic Document.

Protection of Collateral. The Issuer intends the security interest Granted pursuant to this Indenture in favor of the Indenture Trustee on behalf of the Noteholders to be prior to all other liens (aother than Permitted Liens) in respect of the Collateral, and the Issuer shall take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders, a first lien on and a first priority, perfected security interest in the Collateral (subject to Permitted Liens). The Issuer will (i) execute from time to time execute, deliver and deliver file all such supplements and amendments to this Indenture hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize all as prepared by the Servicer and cause delivered to be filed all such financing statements the Issuer, and amendments and continuations of such financing statements and (iii) will take such other action, in each case action necessary or advisable to: (Aa) Grant more effectively all or any portion of the Collateral; (b) maintain or preserve the Lien lien and security interest (and the priority of such security interestthereof) of created by this Indenture or carry out more effectively the purposes of this Indenturehereof; (Bc) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (Cd) enforce any of the Collateral; or; (De) preserve and defend title to the Collateral and the rights of the Indenture Trustee and the Secured Parties Noteholders in the such Collateral against the claims of all Persons.persons and parties; and (bf) pay all taxes or assessments levied or assessed upon the Collateral when due. The Issuer authorizes the Administrator and hereby designates the Indenture Trustee its agent and attorney-in-fact to file any execute all financing or continuation statements, continuation statements or other instruments prepared by and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect at the interest expense of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments to such statements, are Servicer required to be filed executed pursuant to this Section 3.5 or (ii) to file any such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do soSection.

Protection of Collateral. (a) The Issuer will (i) execute and deliver all such supplements and amendments to this Indenture and instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) take such other action, in each case necessary or advisable to: (A) maintain or preserve the Lien and security interest (and the priority of such security interest) of this Indenture or carry out more effectively the purposes of this Indenture; (B) perfect, publish notice of or protect the validity of any Grant made or to be made by this IndentureIndenture and the Indenture Supplements; (C) enforce any of the Collateral; or (D) preserve and defend title to the Collateral and the rights of the Indenture Trustee and the Secured Parties in the such Collateral against the claims of all Persons. (b) The Issuer authorizes the Administrator and the Indenture Trustee to file any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments to such statements, are required to be filed pursuant to this Section 3.5 or (ii) to file any such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do so.

Protection of Collateral. The Issuer, at its expense, will cause this Indenture and any Control Agreement to be registered under Section 55 of the Companies Act 1981 of Bermuda in the Register of Charges kept at the Office of the Registrar of Companies of Bermuda (a) The or under any statute enacted in lieu thereof and for the time being in force, or under any law of general application relating to the registration of mortgages of or charges upon personal property for the time being in force in the Islands of Bermuda). In addition, the Issuer will (i) from time to time execute and deliver all amendments thereto and all such supplements and amendments to this Indenture and financing statements, continuation statements, instruments of further assurance and other instruments, (ii) file and will, upon the reasonable request of the Manager, the Indenture Trustee, the Administrative Agent or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) any Interest Rate Hedge Provider, take such other action, in each case action necessary or advisable to: (Aa) grant more effectively the security interest in all or any portion of the Collateral; (b) maintain or preserve the Lien and security interest of this Indenture (and the priority of such security interestthereof) of this Indenture or carry out more effectively the purposes hereof including executing and filing such documents, as may be required under any international convention for the perfection of interests in containers that may be adopted subsequent to the date of this Indenture; (Bc) perfect, publish notice of of, or protect the validity of any Grant made or the security interest in the Collateral created pursuant to be made by this Indenture; (Cd) enforce any of the items of the Collateral; or; (De) preserve and defend its right, title and interest to the Collateral and the rights of the Indenture Trustee and the Secured Parties in the such Collateral against the claims of all Persons.Persons (other than the Noteholders or any Person claiming through the Noteholders); (f) pay any and all taxes levied or assessed upon all or any part of the Collateral; (g) pay any and all fees, taxes and other charges payable in connection with the registration of this Indenture and any Supplement with the Office of the Registrar of Companies of Bermuda or any other Governmental Authority; or (h) notify such parties of any Commercial Tort Claims in which the Issuer has rights that arise after the Closing Date and exceed $250,000 and take such actions necessary to create and perfect the Indenture Trustee’s Lien therein. In furtherance of clauses (b) The and (c) above, the Issuer authorizes hereby agrees that if at any time subsequent to a Closing Date there is a change in Applicable Law (or a change in the Administrator and the Indenture Trustee to file any financing or continuation statements, and amendments to interpretation of Applicable Law as in effect on such statementsClosing Date) which, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest reasonable judgment of the Indenture Trustee in the Collateral. Such financing and continuation statements Requisite Global Majority, may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure affect the perfection of the Indenture Trustee’s security interest of the Indenture Trustee in the Collateral Collateral, then the Issuer shall, within thirty (including describing 30) days after written request from the Collateral as “all assets” of the Issuer). The Administrator or Requisite Global Majority, furnish to the Indenture Trustee, as applicablethe Administrative Agent and each Rating Agency, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation an Opinion of Counsel either (i) stating that, in the opinion of such counsel, such action has been taken with respect to make the recording, filing, re-recording and refiling of this Indenture, any determination Supplements hereto and any other requisite documents, and with respect to the execution and filing of whether any such financing or statements and continuation statements, as are necessary to maintain the Lien created by this Indenture and amendments reciting the details of such action, or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such statementsLien. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any Supplements hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that, in the opinion of such counsel, are required to be filed pursuant maintain the Lien and security interest of this Indenture. In furtherance of clause (h) above, the Issuer hereby confirms that it does not currently have any rights with respect to this Section 3.5 or (ii) to file any such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do soCommercial Tort Claims as of the Closing Date.

Protection of Collateral. The Issuer intends the security interest Granted pursuant to this Indenture in favor of the Indenture Trustee on behalf of the Noteholders to be prior to all other liens in respect of the Collateral, and the Issuer shall take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders, a first lien on and a first priority, perfected security interest in the Collateral. In connection therewith, pursuant to Section 2.06 of the Sale and Servicing Agreement, the Issuer shall cause to be delivered into the possession of the Indenture Trustee as pledgee hereunder, indorsed in blank, any "instruments" (a) within the meaning of the UCC), not constituting part of chattel paper, evidencing any Contract which is part of the Collateral. The Indenture Trustee agrees to maintain continuous possession of such delivered instruments as pledgee hereunder until this Indenture shall have terminated in accordance with its terms or until, pursuant to the terms hereof or of the Sale and Servicing Agreement, the Indenture Trustee is otherwise authorized to release such instrument from the Collateral. The Issuer will (i) from time to time execute and deliver all such supplements and amendments to this Indenture hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize all as prepared by the Servicer and cause delivered to be filed all such financing statements the Issuer, and amendments and continuations of such financing statements and (iii) will take such other action, in each case action necessary or advisable to: (Ai) Grant more effectively all or any portion of the Collateral; (ii) maintain or preserve the Lien lien and security interest (and the priority of such security interestthereof) of created by this Indenture or carry out more effectively the purposes of this Indenturehereof; (Biii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (Civ) enforce any of the Collateral; or; (Dv) preserve and defend title to the Collateral and the rights of the Indenture Trustee and the Secured Parties Noteholders in the such Collateral against the claims of all Persons.persons and parties; and (bvi) pay all taxes or assessments levied or assessed upon the Collateral when due. The Issuer authorizes the Administrator and hereby designates the Indenture Trustee its agent and attorney-in-fact to file any execute all financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments to such statements, are other instruments required to be filed executed pursuant to this Section 3.5 or (ii) to file any such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do soSection.

Protection of Collateral. (a) The Issuer will (i) execute Borrower shall from time to time execute, deliver, file and/or authorize the filing of all UCC-1 financing statements and deliver all such supplements continuation statements and amendments to this Indenture and the equivalent thereof in any applicable foreign jurisdiction, if applicable, instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) shall take such other action, in each case action as may be necessary or advisable to secure the rights and remedies of the Secured Parties hereunder and to: (Aa) maintain grant security more effectively on all or any portion of the Collateral; (b) maintain, preserve and perfect any grant of security made or to be made by this Agreement including the first priority nature of the Lien and security interest (and the priority of such security interest) of this Indenture granted hereunder or to carry out more effectively the purposes of this Indenturehereof; (Bc) perfect, publish notice of or protect the validity of any Grant grant made or to be made by this IndentureAgreement (including any and all actions necessary as a result of changes in Law); (Cd) enforce any of the Collateral or other instruments or property included in the Collateral; or; (De) preserve and defend title to the Collateral and the rights therein of the Indenture Trustee Collateral Agent and the Secured Parties in the Collateral against the claims of all Persons.third parties; and (bf) The Issuer authorizes the Administrator pay or cause to be paid any and the Indenture Trustee to file all taxes levied or assessed upon all or any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest part of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe The Borrower hereby designates the Collateral Agent as its agent and attorney in fact to prepare and file any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such UCC-1 financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make and the equivalent thereof in any determination of whether any such financing or continuation statementsapplicable foreign jurisdiction, if applicable, and amendments to such statementsall other instruments, are and take all other actions, required to be filed pursuant to this Section 3.5 or 7.07 if the Borrower fails to take any such action within ten (ii10) Business Days after either Agent’s request therefor. The Borrower further authorizes the Collateral Agent to file UCC-1 financing statements or the equivalent thereof in any such financing foreign jurisdiction, if applicable, that name the Borrower as debtor and the Collateral Agent as secured party and that describes “all assets in which the debtor now or continuation statementshereafter has rights” as the Collateral in which the Collateral Agent has a grant of security hereunder. Such designation set forth in this Section 7.07 shall not impose upon the Collateral Agent or the Administrative Agent or any other Secured Party, or amendment to such statementsrelease or diminish, and will not be liable for failure to do sothe Borrower’s obligations under this Section 7.07.

Protection of Collateral. (a) The Issuer intends the security interest Granted pursuant to this Indenture in favor of the Indenture Trustee on behalf of the Noteholders and the Insurer to be prior to all other liens in respect of the Collateral, and the Issuer shall take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders and the Insurer, a first lien on and a first priority, perfected security interest in the Collateral. The Issuer will (i) execute from time to time take all actions necessary, including without limitation preparing, executing, delivering and deliver filing all such supplements and amendments to this Indenture hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize if applicable, all as prepared by the Servicer and cause delivered to be filed all such financing statements the Issuer, and amendments and continuations of such financing statements and (iii) will take such other action, in each case action necessary or advisable to: (Ai) Grant more effectively all or any portion of the Collateral; (ii) maintain or preserve the Lien lien and security interest (and the priority of such security interestthereof) of created by this Indenture or carry out more effectively the purposes of this Indenturehereof; (Biii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (Civ) enforce any of the Collateral; or; (Dv) preserve and defend title to the Collateral and the rights of the Indenture Trustee Trustee, the Insurer and the Secured Parties Noteholders in the such Collateral against the claims of all Persons.persons and parties; or (bvi) pay all taxes or assessments levied or assessed upon the Collateral when due. The Issuer authorizes the Administrator and hereby designates the Indenture Trustee its agent and attorney-in-fact to file any execute all financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments to such statements, are other instruments required to be filed executed pursuant to this Section 3.5 or (ii) to file any such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do soSection.

Protection of Collateral. (a) The Issuer will (i) from time to time execute and deliver all amendments hereto and all such supplements and amendments to this Indenture and financing statements, continuation statements, instruments of further assurance and other instruments, (ii) file and will, upon the reasonable request of the Manager, the Indenture Trustee, each Deal Agent, any Interest Rate Hedge Provider or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) any Series Enhancer, take such other action, in each case action necessary or advisable to: (Aa) grant more effectively the security interest in all or any part of the Collateral; (b) maintain or preserve the Lien and security interest of this Indenture (and the priority of such security interesthereof) of this Indenture or carry out more effectively the purposes hereof including executing and filing such documents as may be required under any international convention for the perfection of interests in Containers that may be adopted subsequent to the date of this Indenture; (Bc) to the extent permitted by Applicable Law, perfect, publish notice of of, or protect the validity of any Grant made or the security interest in the Collateral created pursuant to be made by this Indenture; (Cd) enforce any of the items of the Collateral; or; (De) preserve and defend its right, title and interest to the Collateral and the rights of the Indenture Trustee and the Secured Parties in the such Collateral against the claims of all Persons.Persons (other than the Noteholders or any Person claiming through the Noteholders); or (f) pay any and all taxes levied or assessed upon all or any part of the Collateral before the same become due except for such taxes as are being contested in good faith by appropriate proceedings and for which adequate reserves are maintained, provided, however, that in no event shall any such contest result in a material risk of loss of any asset of the Issuer. In furtherance of clauses (a) and (b) The above, the Issuer authorizes hereby agrees that if at any time subsequent to the Administrator and Closing Date there is a change in Applicable Law (or a change in the Indenture Trustee to file any financing or continuation statements, and amendments to such statementsinterpretation of Applicable Law as in effect on the Closing Date) which, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest reasonable judgment of the Indenture Trustee in the Collateral. Such financing and continuation statements Requisite Global Majority, may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure affect the perfection of the Indenture Trustee’s security interest of the Indenture Trustee in the Collateral Collateral, then the Issuer shall, within thirty (including describing the Collateral as “all assets” 30) days after receipt of the Issuer). The Administrator or such request, furnish to the Indenture Trustee, as applicableeach Deal Agent and each Series Enhancer, will deliver an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the Issuer filerecording, filing, re-stamped copies of, or recording and re-filing receipts forof this Indenture, any such Supplements hereto and any other requisite documents, and with respect to the execution and filing of any financing statement statements and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, as are necessary to maintain the perfection of the Lien created by this Indenture and amendments reciting the details of such action or stating that, in the opinion of such counsel, no such action is necessary to maintain the perfection of such statementsLien. Such Opinion of Counsel shall also describe the recording, filing, re-recording and re-filing of this Indenture, any Supplements hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that, in the opinion of such counsel, are required to be filed pursuant to maintain the lien and security interest of this Section 3.5 or (ii) to file any such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do soIndenture.

Protection of Collateral. (a) The Issuer will (itake such action as is necessary to maintain the perfection and priority of the security interest of the Trustee in the Collateral; provided that the Issuer shall be entitled to rely on any Opinion of Counsel delivered pursuant to Section 7.6 and any Opinion of Counsel with respect to the same subject matter delivered pursuant to Section 3.1(d) to determine what actions are necessary, and shall be fully protected in so relying on such an Opinion of Counsel, unless the Issuer has actual knowledge that the procedures described in any such Opinion of Counsel are no longer adequate to maintain such perfection and priority. The Issuer shall from time to time execute and deliver all such supplements and amendments to this Indenture hereto and file or authorize the filing of all such Financing Statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) shall take such other action, in each case action as may be necessary or advisable or desirable to secure the rights and remedies of the Holders of the Notes hereunder and to: (Ai) maintain Grant more effectively all or any portion of the Collateral; (ii) maintain, preserve the Lien and security interest (and the priority of such security interest) of perfect any Grant made or to be made by this Indenture including, without limitation, the first priority nature of the lien or carry out more effectively the purposes of this Indenturehereof; (Biii) perfect, publish notice of or protect the validity of any Grant made or to be made by this IndentureIndenture (including any and all actions necessary or desirable as a result of changes in law or regulations); (Civ) enforce any of the Collateral or other instruments or property included in the Collateral; or; (Dv) preserve and defend title to the Collateral and the rights therein of the Indenture Trustee and the Secured Parties Holders of the Notes in the Collateral against the claims of all PersonsPersons and parties; or (vi) pay or cause to be paid any and all taxes levied or assessed upon all or any part of the Collateral. The Issuer hereby authorizes the Trustee to prepare and file any Financing Statement, continuation statement and all other instruments, and take all other actions, required pursuant to this Section 7.5. Such designation shall not impose upon the Trustee, or release or diminish, the Issuer’s obligations under this Section 7.5. The Issuer further authorizes, and shall cause the Issuer’s United States counsel to file, a Financing Statement that names the Issuer as debtor and the Trustee as secured party and that describes “all personal property of the Debtor now owned or hereafter acquired, other than ‘Excepted Property’” (and that defines Excepted Property in accordance with its definition herein) or words of similar effect as the Collateral in which the Trustee has a Grant. (b) The Issuer authorizes the Administrator shall enforce all of its material rights and the Indenture Trustee remedies under each Transaction Document to file any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filingwhich it is a party. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments to such statements, are required to be filed pursuant to this Section 3.5 or (ii) to file any such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do so.

Protection of Collateral. (a) The Issuer will (i) intends the security interest Granted pursuant to this Indenture in favor of the Indenture Trustee on behalf of the Noteholders to be prior to all other Liens in respect of the Collateral, and the Issuer shall take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders, a first lien on and a first priority, perfected security interest in the Collateral. The Issuer shall from time to time execute and deliver all such supplements and amendments to this Indenture hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize all as prepared by the Administrator and cause delivered to be filed all such financing statements the Issuer, and amendments and continuations of such financing statements and (iii) shall take such other action, in each case action necessary or advisable to: (Aa) Grant more effectively all or any portion of the Collateral; (b) maintain or preserve the Lien lien and security interest (and the priority of such security interestthereof) of created by this Indenture or carry out more effectively the purposes of this Indenturehereof; (Bc) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (Cd) enforce any of the Collateral; or (De) preserve and defend title to the Collateral and the rights of the Indenture Trustee and the Secured Parties Noteholders in the Collateral against the claims of all Persons. (b) . The Issuer hereby designates the Indenture Trustee its agent and attorney-in-fact and hereby authorizes the Administrator and the Indenture Trustee to file all financing statements, continuation statements or other instruments required to be executed (if any) pursuant to this Section; provided, however, the Indenture Trustee shall have no duty and shall not be responsible for filing any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary statements or advisable to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe the Collateral recording any documents or instruments in any manner as the Administrator public office at any time or the Indenture Trustee may reasonably determine to ensure times or otherwise perfecting or maintaining the perfection of any security interest. Notwithstanding any statement to the interest contrary contained herein or in any other Transaction Document, the Issuer shall not be required to notify any Dealer or any insurer with respect to any Insurance Policy about any aspect of the Indenture Trustee in transactions contemplated by the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filingTransaction Documents. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments to such statements, are required to be filed pursuant to this Section 3.5 or (ii) to file any such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do so.

Protection of Collateral. (a) The Issuer will (ior, with respect to continuation statements, the Collateral Agent, on behalf of the Issuer) shall file (or cause to be filed, on its behalf) any financing statements and any continuation statements as shall be reasonably necessary to perfect the security interest of the Collateral Agent in the Collateral. In addition, the Issuer shall from time to time execute and deliver all such supplements and amendments to this Indenture hereto and all such Financing Statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) shall take such other actionaction as, in each case case, any Secured Party may reasonably request as being necessary or advisable or desirable to secure the rights and remedies of the Holders and to: (Ai) Grant more effectively all or any portion of the Collateral; (ii) maintain or preserve the Lien and security interest lien (and the priority of such security interestthereof) of this Indenture and Credit Agreement or to carry out more effectively the purposes of this Indenturehereof; (Biii) perfect, publish notice of or protect the validity of any Grant made or to be made by this IndentureIndenture and Credit Agreement (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations); (Civ) enforce instruct the Collateral Agent with respect to enforcement on any of the Collateral; orMortgage Assets; (Dv) instruct the Collateral Agent to preserve and defend title to the Collateral and the rights of the Indenture Trustee and the Secured Parties in the Collateral Mortgage Assets against the claims of all Personspersons and parties; and (vi) pursuant to Section 11.1(a)(i), pay or cause to be paid any and all taxes levied or assessed upon all or any part of the Collateral (other than any taxes not yet due and payable). The Issuer hereby designates the Collateral Agent as its agent and attorney-in-fact to execute and file any Financing Statement, continuation statement or other instrument required pursuant to this Section 7.5, provided that such appointment shall not impose upon the Collateral Agent any of the Issuer’s obligations under this Section 7.5. The Collateral Agent agrees that it will from time to time, and at the direction of the Class A Lender, execute and cause such Financing Statements and continuation statements to be filed (it being understood that the Collateral Agent shall be entitled to rely upon any direction given to it by either the Issuer or the Class A Lender Representative, as to the need to file such Financing Statements and continuation statements, the dates by which such filings are required to be made and the jurisdictions in which such filings are required to be made). In the absence of any such direction of the Class A Lender or Issuer, the Collateral Agent shall have no obligation to take any action in respect of any Financing Statement, continuation statement or other instrument required pursuant to this Section 7.5. (b) The Issuer authorizes Collateral Agent shall not (except for payments, deliveries and distributions otherwise expressly permitted under this Indenture and Credit Agreement) cause or permit the Administrator Custodian to be located in a different jurisdiction from the jurisdiction in which the Custodian was located on the Closing Date, unless the Collateral Agent, shall have first received an Opinion of Counsel to the effect that the lien and the security interest created by this Indenture Trustee to file any financing or continuation statements, and amendments Credit Agreement with respect to such statements, in all jurisdictions and with all filing offices as are necessary property will continue to be maintained after giving effect to such action or advisable to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filingactions. (c) The Indenture Trustee is under no obligation Issuer shall (i) to make any determination of whether any such financing pay or continuation statements, and amendments to such statements, are required cause to be filed pursuant to this Section 3.5 or paid all income and other material taxes, if any, levied on account of the beneficial ownership by the Issuer of any Collateral that secure the Notes and timely file all income and other material tax returns and information statements as required, (ii) take all available actions necessary or advisable to file prevent the Issuer from becoming subject to any such financing withholding or continuation statements, other taxes or amendment to such statementsassessments, and will not (iii) upon the request of the applicable withholding agent if reasonably determined to be liable for failure necessary to prevent the withholding or imposition of United States income tax, deliver or cause to be delivered a United States IRS Form W-9 (or the applicable IRS Form W-8, if appropriate) or successor applicable form, to each applicable requesting withholding agent (e.g., a borrower, counterparty or paying agent, as applicable) with respect to (as applicable) an item included in the Collateral as soon as reasonably practical following such request and thereafter to the extent legally permitted to do soso upon the expiration or obsolescence of such IRS form.

Protection of Collateral. (a) The Issuer will (i) shall from time to time, execute and deliver all such supplements and amendments to this Indenture hereto and all such Financing Statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) shall take such other action, in each case action as may be necessary or advisable or desirable to secure the rights and remedies of the Secured Parties hereunder and to: (A1) maintain Grant more effectively all or any portion of the Collateral; (2) maintain, preserve and perfect the Lien and security interest lien (and the first priority of such security interestnature thereof) of this Indenture or to carry out more effectively the purposes of this Indenturehereof; (B3) perfect, publish notice of or protect the validity of any Grant made or to be made by this IndentureIndenture (including any and all actions necessary or desirable as a result of changes in law or regulations); (C4) enforce any of the Pledged Securities or other instruments or property included in the Collateral; or; (D5) preserve and defend title to the Collateral and the rights therein of the Indenture Trustee and the Secured Parties in Holders of the Collateral Rated Notes against the claims of all PersonsPersons and parties; or (6) pay or cause to be paid any and all taxes levied or assessed upon all or any part of the Collateral. The Issuer hereby designates the Trustee its agent and attorney-in-fact to file any Financing Statement, continuation statement or other instrument delivered to it pursuant to this Section 7.5, and the Trustee, as agent of the Issuer, agrees to file such continuation statements as are necessary to maintain perfection of the Collateral perfected by the filing of Financing Statements, provided that the Issuer retains ultimate responsibility to maintain the perfection of the Collateral perfected by the filing of Financing Statements and any failure of the Trustee to file continuation statements pursuant to this undertaking shall not result in any liability of the Trustee and the Trustee shall be entitled to indemnification pursuant to Section 6.8(a) with respect to any claim, loss, liability or expense incurred by the Trustee with respect to the filing of such continuation statements. The Trustee agrees that it will from time to time, at the direction of any Secured Party, cause to be filed Financing Statements and continuation statements. The Issuer shall otherwise cause the perfection and priority of the security interest in the Collateral and the maintenance of such security interest at all times. Notwithstanding anything to the contrary herein, the right of a Secured Party to provide direction to the Trustee shall not impose upon the Trustee, as Secured Party, any obligation to provide any such direction. The Issuer agrees that a carbon, photographic, photostatic or other reproduction of this Indenture or of a Financing Statement is sufficient as an Indenture or a Financing Statement as the case may be. (b) The Issuer authorizes the Administrator and the Indenture Trustee to file any financing shall not (i) except in accordance with Section 10.12(a) or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuerb). The Administrator or the Indenture Trustee, as applicable, will deliver remove any portion of the Collateral that consists of Cash or is evidenced by an Instrument, certificate or other writing (A) from the jurisdiction in which it was held at the date the most recent Opinion of Counsel was delivered pursuant to Section 7.6 (or from the jurisdiction in which it was held as described in the Opinion of Counsel delivered at the Closing Date pursuant to Section 3.1(c), if no Opinion of Counsel has yet been delivered pursuant to Section 7.6) or (B) from the possession of the Person who held it on such date or (ii) cause or permit ownership or the pledge of any portion of the Collateral that consists of book-entry securities to be recorded on the books of a Person (A) located in a different jurisdiction from the jurisdiction in which such ownership or pledge was recorded at such date or (B) other than the Person on whose books such ownership or pledge was recorded at such date, unless the Trustee shall have first received an Opinion of Counsel to the Issuer file-stamped copies of, effect that the lien and security interest created by this Indenture with respect to such property will continue to be maintained after giving effect to such action or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filingactions. (c) The Indenture Trustee is under no obligation (i) Issuer shall pay or cause to make be paid taxes, if any, levied on account of the beneficial ownership by the Issuer of any determination of whether Pledged Securities that secure the Rated Notes; provided that the Issuer shall not be required to pay or discharge or cause to be paid or discharged any such financing tax whose amount, applicability or continuation statementsvalidity is being contested in good faith by appropriate proceedings and for which disputed amounts or adequate reserves have been made or the failure of which to pay or discharge could not reasonably be expected to have a material adverse effect upon the ability of the Issuer to timely and fully perform any of its payment or other material obligations under this Indenture or upon the interests of the Rated Noteholders in the Collateral. (d) The Issuer shall enforce all of its material rights and remedies under the Transaction Documents to which it is a party. (e) Without at least thirty (30) days’ prior written notice to the Trustee, and amendments to such statements, are required to be filed pursuant to this Section 3.5 or (ii) to file any such financing or continuation statementsthe Issuer shall not change its name, or amendment to such statementsthe name under which it does business, and will not be liable for failure to do sofrom the name shown on the signature pages hereto, reincorporate or reorganize under the laws of another jurisdiction, or establish an office in the United States.

Protection of Collateral. (a) The Issuer intends the security interest Granted pursuant to this Indenture in favor of the Indenture Trustee on behalf of the Noteholders [and the [Swap][Cap] Counterparty] to be prior to all other liens in respect of the Collateral, and the Issuer shall take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders [and the [Swap][Cap] Counterparty], a first lien on and a first priority, perfected security interest in the Collateral. The Issuer will (i) from time to time execute and deliver all such supplements and amendments to this Indenture hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize all as prepared by the Servicer and cause delivered to be filed all such financing statements the Issuer, and amendments and continuations of such financing statements and (iii) will take such other action, in each case action necessary or advisable to: (Ai) Grant more effectively all or any portion of the Collateral; (ii) maintain or preserve the Lien lien and security interest (and the priority of such security interestthereof) of created by this Indenture or carry out more effectively the purposes of this Indenturehereof; (Biii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (Civ) enforce any of the Collateral; or; (Dv) preserve and defend title to the Collateral and the rights of the Indenture Trustee Trustee[, the [Swap][Cap] Counterparty] and the Secured Parties Noteholders in the such Collateral against the claims of all Persons.persons and parties; and (bvi) pay all taxes or assessments levied or assessed upon the Collateral when due. The Issuer authorizes shall file the Administrator and financing statements on Form UCC-1. All financing statements filed or to be filed against the Indenture Trustee to file any financing or continuation statements, and amendments to such statements, Issuer in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest favor of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe connection herewith describing the Collateral shall contain a statement to the following effect: “A purchase of or security interest in any manner collateral described in this financing statement, except as permitted in the Administrator or Indenture, will violate the rights of the Secured Party.” The Issuer hereby authorizes the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trusteeexecute, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statementsif necessary, and amendments to such statements, are file all continuation statements or other instruments required to be filed pursuant to this Section 3.5 and hereby designates the Indenture Trustee its agent and attorney-in-fact for such purpose; provided, however, that the Indenture Trustee shall have no obligation to monitor or (ii) to file any such financing or statements, continuation statements, financing statement amendments or amendment to such any other instrument. The Issuer shall file UCC financing statements, describing the collateral as “all assets of the Issuer, whether now owned or existing or hereafter acquired or arising and will not wheresoever located, and all proceeds and products thereof” or words to that effect, and any limitations on such collateral description, notwithstanding that such collateral description may be liable for failure to do sobroader in scope than the Collateral described in this Indenture.

Protection of Collateral. The Issuer intends the security interest Granted pursuant to this Indenture in favor of the Indenture Trustee on behalf of the Noteholders to be prior to all other liens in respect of the Collateral, and the Issuer shall take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders, a first lien on and a first priority, perfected security interest in the Collateral. In connection therewith, pursuant to Section 2.06 of the Sale and Servicing Agreement, the Issuer shall cause to be delivered into the possession of the Indenture Trustee as pledgee hereunder, indorsed in blank, any "instruments" (a) within the meaning of the UCC), not constituting part of chattel paper, evidencing any Contract which is part of the Collateral. The Indenture Trustee agrees to maintain continuous possession of such delivered instruments as pledgee hereunder until this Indenture shall have terminated in accordance with its terms or until, pursuant to the terms hereof or of the Sale and Servicing Agreement, the Indenture Trustee is otherwise authorized to release such instrument from the Collateral. The Issuer will (i) from time to time execute and deliver all such supplements and amendments to this Indenture hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize all as prepared by the Servicer and cause delivered to be filed all such financing statements the Issuer, and amendments and continuations of such financing statements and (iii) will take such other action, in each case action necessary or advisable to: (Ai) Grant more effectively all or any portion of the Collateral; (ii) maintain or preserve the Lien lien and security interest (and the priority of such security interestthereof) of created by this Indenture or carry out more effectively the purposes of this Indenturehereof; (Biii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (Civ) enforce any of the Collateral; or; (Dv) preserve and defend title to the Collateral and the rights of the Indenture Trustee and the Secured Parties Noteholders in the such Collateral against the claims of all Persons.persons and parties; and (bvi) pay all taxes or assessments levied or assessed upon the Collateral when due. The Issuer authorizes the Administrator and hereby designates the Indenture Trustee its agent and attorney-in- fact to file any execute all financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments to such statements, are other instruments required to be filed executed pursuant to this Section 3.5 or (ii) to file any such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do soSection.

Protection of Collateral. (a) The Note Administrator, at the expense of the Issuer will (iand pursuant to any Opinion of Counsel received pursuant to Section 7.5(d) shall execute and deliver all such supplements and amendments to this Indenture and Financing Statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) shall take such other action, in each case action as may be necessary or advisable or desirable to secure the rights and remedies of the Holders and to: (Ai) Grant more effectively all or any portion of the Collateral; (ii) maintain or preserve the Lien and security interest lien (and the priority of such security interestthereof) of this Indenture or to carry out more effectively the purposes of this Indenturehereof; (Biii) perfect, publish notice of or protect the validity of any Grant made or to be made by this IndentureIndenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations); (Civ) enforce instruct the Special Servicer with respect to enforcement on any of the Mortgage Assets or enforce on any other instruments or property included in the Collateral; or; (Dv) instruct the Special Servicer to preserve and defend title to the Mortgage Assets and preserve and defend title to the other Collateral and the rights of the Indenture Trustee Trustee, the Holders of the Class A Loans and the Secured Parties Notes in the Collateral against the claims of all Personspersons and parties; and (vi) pursuant to Sections 11.1(a)(i)(1) and 11.1(a)(ii)(1), pay or cause to be paid any and all taxes levied or assessed upon all or any part of the Collateral. The Issuer hereby designates the Note Administrator as its agent and attorney-in-fact to execute any Financing Statement, continuation statement or other instrument required pursuant to this Section 7.5. The Note Administrator agrees that it will from time to time execute and cause such Financing Statements and continuation statements to be filed (it being understood that the Note Administrator shall be entitled to rely upon an Opinion of Counsel described in Section 7.5(d), at the expense of the Issuer, as to the need to file such Financing Statements and continuation statements, the dates by which such filings are required to be made and the jurisdictions in which such filings are required to be made). (b) The Issuer authorizes Neither the Trustee nor the Note Administrator shall (except in accordance with Section 10.12(a), (b) or (c) and except for payments, deliveries and distributions otherwise expressly permitted under this Indenture) cause or permit the Indenture Trustee to file any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe the Collateral in any manner as the Administrator Custodial Account or the Indenture Custodian to be located in a different jurisdiction from the jurisdiction in which the Custodian was located on the Closing Date, unless the Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture TrusteeNote Administrator, as applicable, will deliver shall have first received an Opinion of Counsel to the Issuer file-stamped copies of, effect that the lien and security interest created by this Indenture with respect to such property will continue to be maintained after giving effect to such action or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filingactions. (c) The Indenture Trustee is under no obligation Issuer shall (i) to make any determination of whether any such financing pay or continuation statements, and amendments to such statements, are required cause to be filed pursuant to this Section 3.5 or paid taxes, if any, levied on account of the beneficial ownership by the Issuer of any Collateral that secure the Class A Loans and the Notes and timely file all tax returns and information statements as required, (ii) take all actions necessary or advisable to file prevent the Issuer from becoming subject to any such financing withholding or continuation statements, other taxes or amendment assessments and to such statementsallow the Issuer to comply with FATCA, and will not (iii) if required to prevent the withholding or imposition of United States income tax, deliver or cause to be liable delivered a United States IRS Form W-9 (or the applicable IRS Form W-8, if appropriate) or successor applicable form, to each borrower, counterparty or paying agent with respect to (as applicable) an item included in the Collateral at the time such item is purchased or entered into and thereafter prior to the expiration or obsolescence of such form. (d) For so long as the Class A Loans or the Notes are Outstanding, within the six-month period preceding the fifth anniversary of the Closing Date and every sixty (60) months thereafter, the Issuer (or the Collateral Manager on its behalf) shall deliver to the Trustee and the Note Administrator, for failure the benefit of the Trustee, the Collateral Manager, the Note Administrator and the Rating Agencies, at the expense of the Issuer, an Opinion of Counsel stating what is required, in the opinion of such counsel, as of the date of such opinion, to do somaintain the lien and security interest created by this Indenture with respect to the Collateral, and confirming the matters set forth in the Opinion of Counsel, furnished pursuant to Section 3.1(c), with regard to the perfection and priority of such security interest (and such Opinion of Counsel may likewise be subject to qualifications and assumptions similar to those set forth in the Opinion of Counsel delivered pursuant to Section 3.1(c)).

Protection of Collateral. The Issuer intends the security ------------------------ interest Granted pursuant to this Indenture in favor of the Indenture Trustee on behalf of the Noteholders to be prior to all other liens in respect of the Collateral, and the Issuer shall take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders, a first lien on and a first priority, perfected security interest in the Collateral. In connection therewith, pursuant to Section 2.3 of the Sale and Servicing Agreement, the Issuer shall cause to be delivered into the possession of the Indenture Trustee as pledgee hereunder, indorsed in blank, any "instruments" (a) within the meaning of the UCC), not constituting part of chattel paper, evidencing any Contract which is part of the Collateral. The Indenture Trustee agrees to maintain continuous possession of such delivered instruments as pledgee hereunder until this Indenture shall have terminated in accordance with its terms or until, pursuant to the terms hereof or of the Sale and Servicing Agreement, the Indenture Trustee is otherwise authorized to release such instrument from the Collateral. The Issuer will (i) from time to time execute and deliver all such supplements and amendments to this Indenture hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize all as prepared by the Servicer and cause delivered to be filed all such financing statements the Issuer, and amendments and continuations of such financing statements and (iii) will take such other action, in each case action necessary or advisable to: (Ai) Grant more effectively all or any portion of the Collateral; (ii) maintain or preserve the Lien lien and security interest (and the priority of such security interestthereof) of created by this Indenture or carry out more effectively the purposes of this Indenturehereof; (Biii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (Civ) enforce any of the Collateral; or; (Dv) preserve and defend title to the Collateral and the rights of the Indenture Trustee and the Secured Parties Noteholders in the such Collateral against the claims of all Persons.persons and parties; and (bvi) pay all taxes or assessments levied or assessed upon the Collateral when due. The Issuer authorizes the Administrator and hereby designates the Indenture Trustee its agent and attorney-in-fact to file any execute all financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments to such statements, are other instruments required to be filed executed pursuant to this Section 3.5 or (ii) to file any such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do soSection.

Protection of Collateral. (a) The Issuer will (i) from time to time authorize, prepare, or cause to be prepared, execute and deliver all such supplements and amendments to this Indenture hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) will take such other action, in each case action necessary or advisable to: (Aa) grant more effectively all or any portion of the Collateral as security for the Notes; (b) maintain or preserve the Lien and security interest lien (and the priority of such security interestthereof) of this Indenture or to carry out more effectively the purposes of this Indenturehereof; (Bc) perfect, publish notice of of, or protect the validity of any Grant made or to be made by under this Indenture; (Cd) enforce any of the Collateral; or (De) preserve and defend title to the Collateral securing the Notes and the rights therein of the Indenture Trustee and the Secured Parties in the Collateral Noteholders secured thereby against the claims of all Persons. (b) Persons and parties. Issuer hereby designates Indenture Trustee its agent and attorney-in-fact to execute any financing statement, continuation statement or other instrument required pursuant to this Section 3.5 and provided to it. The Issuer hereby irrevocably authorizes the Administrator and the Indenture Trustee to file any financing or continuation statements, statements and amendments to such statements, in all jurisdictions and with all filing offices thereto as are necessary may be required or advisable in order to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe the Collateral in any manner as the Administrator perfect or the Indenture Trustee may reasonably determine to ensure continue the perfection of the security interest in the Collateral, including, without limitation, financing statements that describe the collateral as being of an equal, greater, or lesser scope, or with greater or lesser detail, than as set forth in the definition of “Collateral.” The Issuer also hereby ratifies its authorization for the Indenture Trustee to have filed in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator any jurisdiction any like financing statements or the Indenture Trustee, as applicable, will deliver amendments thereto if filed prior to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filingdate of execution hereof. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments to such statements, are required to be filed pursuant to this Section 3.5 or (ii) to file any such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do so.

Protection of Collateral. (a) The Issuer will (i) Borrower shall from time to time execute and deliver all such supplements and amendments to this Indenture hereto and file or authorize the filing of all such UCC-1 financing statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) shall take such other action, in each case action as may be necessary or advisable to secure the rights and remedies of the Secured Parties hereunder and to: (Aa) maintain grant security more effectively on all or any portion of the Collateral; (b) maintain, preserve and perfect any grant of security made or to be made by this Agreement including, without limitation, the first priority nature of the Lien and security interest (and the priority of such security interest) of this Indenture or carry out more effectively the purposes of this Indenturehereof; (Bc) perfect, publish notice of or protect the validity of any Grant grant made or to be made by this IndentureAgreement (including, without limitation, any and all actions necessary as a result of changes in law or regulations); (Cd) enforce any of the Collateral or other instruments or property included in the Collateral; or; (De) preserve and defend title to the Collateral and the rights therein of the Indenture Trustee Administrative Agent and the Secured Parties in the Collateral against the claims of all Persons.third parties; and (bf) The Issuer authorizes the Administrator pay or cause to be paid any and the Indenture Trustee to file all taxes levied or assessed upon all or any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest part of the Indenture Trustee in the Collateral. Such The Borrower hereby designates the Administrative Agent as its agent and attorney in fact to prepare and file any UCC-1 financing and statement, continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statementsall other instruments, and amendments to such statementstake all other actions, are required to be filed pursuant to this Section 3.5 7.07. Such designation shall not impose upon the Administrative Agent, or (ii) release or diminish, the Borrower’s obligations under this Section 7.07 or Section 5.01(c). The Borrower further authorizes the Administrative Agent or its counsel to file UCC- 1 financing statements that name the Borrower as debtor and the Administrative Agent as secured party and that describe “all assets in which the debtor now or hereafter has rights” as the Collateral in which the Administrative Agent has a grant of security hereunder and any such financing amendments or continuation statements, statements that may be necessary or amendment to such statements, and will not be liable for failure to do sodesirable.

Protection of Collateral. (a) The Asset Manager shall cause the Issuer will (i) to execute and deliver deliver, from time to time, all such supplements and amendments to this Indenture hereto and file or authorize the filing of all such financing statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) shall take such other action, in each case action as may be necessary or advisable or desirable to secure the rights and remedies of the Secured Parties hereunder and to: (Ai) Grant more effectively all or any portion of the Collateral; (ii) maintain or preserve the Lien and security interest lien (and the priority of such security interestthereof) of this Indenture or to carry out more effectively the purposes of this Indenturehereof; (Biii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (Civ) enforce any of the Pledged Obligations or other instruments or property included in the Collateral; or; (Dv) preserve and defend title to the Collateral and the rights therein of the Indenture Trustee and the Secured Parties in the Collateral against the claims of all PersonsPersons and parties; or (vi) pay any and all taxes levied or assessed upon all or any part of the Collateral and use its best efforts to minimize taxes and any other costs arising in connection with its activities. The Issuer hereby designates the Trustee as its agent and attorney-in-fact to file (upon request from the Issuer or the Asset Manager on behalf of the Issuer) any financing statement, continuation statement or other instrument required pursuant to this Section 7.7; provided, that such designation shall not impose upon the Trustee any of the Issuer's obligations under this Section 7.7(a). The Issuer shall cause the Trustee (or if the Issuer fails to do so, the Asset Manager shall cause the Trustee), and the Trustee shall follow such reasonable directions, from time to time to file, and the Issuer shall cause to be filed financing statements and continuation statements (it being understood that the Trustee shall be entitled to rely upon an Opinion of Counsel, including an Opinion of Counsel delivered in accordance with Section 3.1(c) or Section 7.8, as to the need to file such financing statements and continuation statements, the dates by which such filings are required to be made and the jurisdictions in which such filings are required to be made). (b) The Issuer authorizes Trustee shall not, except in accordance with Sections 10.6, 12.2 or 12.4, permit the Administrator and the Indenture Trustee to file removal of any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest portion of the Indenture Trustee Collateral or transfer any such Collateral from the Pledged Account to which it is credited, or cause or permit any change in the Delivery made pursuant to Section 3.4 with respect to any Collateral. Such financing and continuation statements may describe , if after giving effect thereto the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure jurisdiction governing the perfection of the Trustee's security interest in such Collateral is different from the jurisdiction governing perfection at the time of delivery of the Indenture most recent Opinion of Counsel pursuant to Section 7.8 (or, if no such Opinion of Counsel has yet been delivered, the Opinion of Counsel delivered at the Closing Date pursuant to Section 3.1(c), unless the Trustee in the Collateral (including describing the Collateral as “all assets” shall have received an Opinion of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver Counsel to the Issuer file-stamped copies of, or filing receipts for, any such financing statement effect that the lien and continuation statement promptly upon such document becoming available following filing. (c) The security interest created by this Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments with respect to such statements, are required property will continue to be filed pursuant to this Section 3.5 or (ii) to file any such financing or continuation statements, or amendment maintained after giving effect to such statements, and will not be liable for failure to do soaction or actions).

Protection of Collateral. The Issuer intends the security interest Granted pursuant to this Indenture in favor of the Indenture Trustee on behalf of the Noteholders to be prior to all other liens in respect of the Collateral, and the Issuer shall take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders, a first lien on and a first priority, perfected security interest in the Collateral. In connection therewith, pursuant to Section 2.06 of the Transfer and Servicing Agreement, the Issuer shall cause to be delivered into the possession of the Indenture Trustee as pledgee hereunder, indorsed in blank, any "instruments" (a) within the meaning of the UCC), not constituting part of chattel paper, evidencing any Contract which is part of the Collateral. The Indenture Trustee agrees to maintain continuous possession of such delivered instruments as pledgee hereunder until this Indenture shall have terminated in accordance with its terms or until, pursuant to the terms hereof or of the Transfer and Servicing Agreement, the Indenture Trustee is otherwise authorized to release such instrument from the Collateral. The Issuer will (i) from time to time execute and deliver all such supplements and amendments to this Indenture hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize all as prepared by the Servicer and cause delivered to be filed all such financing statements the Issuer, and amendments and continuations of such financing statements and (iii) will take such other action, in each case action necessary or advisable to: (Ai) Grant more effectively all or any portion of the Collateral; (ii) maintain or preserve the Lien lien and security interest (and the priority of such security interestthereof) of created by this Indenture or carry out more effectively the purposes of this Indenturehereof; (Biii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (Civ) enforce any of the Collateral; or; (Dv) preserve and defend title to the Collateral and the rights of the Indenture Trustee and the Secured Parties Noteholders in the such Collateral against the claims of all Persons.persons and parties; and (bvi) pay all taxes or assessments levied or assessed upon the Collateral when due. The Issuer authorizes the Administrator and hereby designates the Indenture Trustee its agent and attorney-in-fact to file any execute all financing or continuation statements, and amendments continuation statements or other instruments required to such statements, in all jurisdictions and with all filing offices as are necessary or advisable be executed pursuant to preserve, maintain and protect the interest of this Section. In no event shall the Indenture Trustee in the Collateral. Such be responsible for filing or maintaining such financing and statements, continuation statements may describe or other instruments, unless they have become the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filingSuccessor Servicer. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments to such statements, are required to be filed pursuant to this Section 3.5 or (ii) to file any such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do so.

Protection of Collateral. (a) The Issuer will (i) from time to time execute and deliver all such supplements and amendments hereto and all such filings with the NHPUC pursuant to this Indenture and the Statute, financing statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) will take such other action, in each case action necessary or advisable to: (Aa) maintain or preserve the Lien and security interest (and the priority of such security interestthereof) of this Indenture or carry out more effectively the purposes of this Indenturehereof; (Bb) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (Cc) enforce any of the Collateral; or; (Dd) preserve and defend title to the Collateral and the rights of the Indenture Trustee and the Secured Parties Bondholders in the such Collateral against the claims of all Persons.Persons and parties, including the challenge by any party to the validity or enforceability of the Finance Order, any Issuance Advice Letter or the RRB Property or any proceeding relating thereto and institute any action or proceeding necessary to compel performance by the NHPUC or the State of New Hampshire of any of its obligations or duties under the Statute, the Finance Order or any Issuance Advice Letter; or (be) The Issuer authorizes the Administrator pay any and the Indenture Trustee to file all taxes levied or assessed upon all or any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest part of the Indenture Trustee in the Collateral. Such The Issuer hereby designates the Trustee its agent and attorney-in-fact to execute any filings with the NHPUC pursuant to the Statute, financing and statement, continuation statements may describe statement or other instrument required by the Collateral in any manner as Trustee pursuant to this Section, it being understood that the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer)shall have no such obligation. The Administrator or the Indenture Trustee, as applicable, will deliver Trustee agrees not to execute any such filings prior to a Default unless the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) shall have failed to make any determination such filing on a timely basis, which in the case of whether any continuation statements with respect to financing statements and similar instruments shall mean at least five Business Days prior to the expiration date for such financing or continuation statements, and amendments to such statements, are required to be filed pursuant to this Section 3.5 or (ii) to file any such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do sofiling.

Protection of Collateral. (a) The Issuer will (i) shall from time to time execute and deliver all such supplements and amendments to this Indenture hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) shall take such other action, in each case action as may be necessary or advisable to secure the rights and remedies of the Secured Parties hereunder and to: (Ai) Grant more effectively all or any portion of the Collateral; (ii) maintain or preserve the Lien and security interest lien (and the priority of such security interestthereof) of this Indenture or to carry out more effectively the purposes of this Indenturehereof; (Biii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (Civ) enforce any of the Pledged Obligations or other instruments or property included in the Collateral; or; (Dv) preserve and defend title to the Collateral and the rights therein of the Indenture Trustee and the Secured Parties in the Collateral and the Trustee against the claims of all Personspersons and parties; (vi) pay any and all Taxes upon all or any part of the Collateral and use its commercially reasonable efforts to minimize Taxes and any other costs arising in connection with its activities; or (vii) give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers that may be necessary or desirable to create, preserve, perfect or validate the security interest granted pursuant to this Indenture or to enable the Trustee to exercise and enforce its rights hereunder with respect to such pledge and security interest, and hereby authorizes the Trustee to file a UCC financing statement listing ‘all assets of the debtor’ in the collateral description of such financing statement. The Issuer hereby designates the Trustee as its agent and attorney-in-fact to file, upon Issuer Order, any financing statement, continuation statement or other instrument required pursuant to this Section 7.7; provided that such appointment shall not impose upon the Trustee any of the Issuer’s obligations under this Section 7.7. The Issuer shall cause to be filed one or more continuation statements under the applicable UCC (it being understood that the Issuer (and to the extent the Trustee takes any action, the Trustee) shall be entitled to rely upon an Opinion of Counsel, including an Opinion of Counsel delivered in accordance with Sections 3.1(c) and 7.8, as to the need to file such financing statements and continuation statements, the dates by which such filings are required to be made and the jurisdictions in which such filings are required to be made). (b) The Issuer authorizes the Administrator and the Indenture Trustee to file any financing shall not (i) except in accordance with Section 10.6(a), (b) or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuerc). The Administrator or the Indenture Trustee, as applicable, will deliver to remove any portion of the Issuer file-stamped copies ofCollateral that consists of Cash or is evidenced by an instrument, certificate or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filing. other writing (cA) The Indenture Trustee is under no obligation (i) to make any determination from the jurisdiction in which it was held at the date the most recent Opinion of whether any such financing or continuation statements, and amendments to such statements, are required to be filed Counsel was delivered pursuant to this Section 3.5 7.8 (or from the jurisdiction in which it was held as described in the Opinion of Counsel delivered at the Closing Date pursuant to Section 3.1(c), if no Opinion of Counsel has yet been delivered pursuant to Section 7.8) or (B) from the possession of the Person who held it on such date or (ii) cause or permit ownership or the pledge of any portion of the Collateral that consists of book-entry securities to file any be recorded on the books of a Person (A) located in a different jurisdiction from the jurisdiction in which such financing ownership or continuation statementspledge was recorded at such date or (B) other than the Person on whose books such ownership or pledge was recorded at such date, or amendment unless the Trustee shall have first received an Opinion of Counsel to the effect that the lien and security interest created by this Indenture with respect to such statements, and property will not continue to be liable for failure maintained after giving effect to do sosuch action or actions.

Protection of Collateral. (a) The Issuer will (iTrustee, on behalf of the Issuer, pursuant to any Opinion of Counsel received pursuant to Section 7.5(d) shall execute and deliver all such supplements and amendments to this Indenture and Financing Statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) shall take such other action, in each case action as may be necessary or advisable or desirable to secure the rights and remedies of the Holders, each Hedge Counterparty and each Synthetic Asset Counterparty hereunder and to: (Ai) Grant more effectively all or any portion of the Collateral; (ii) maintain or preserve the Lien and security interest lien (and the priority of such security interestthereof) of this Indenture or to carry out more effectively the purposes of this Indenturehereof; (Biii) perfect, publish notice of or protect the validity of any Grant made or to be made by this IndentureIndenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations); (Civ) enforce any of the Pledged Obligations or other instruments or property included in the Collateral; or; (Dv) preserve and defend title to the Collateral and the rights of the Indenture Trustee Trustee, the Holders of the Notes, each Hedge Counterparty and the Secured Parties each Synthetic Asset Counterparty in the Collateral against the claims of all Personspersons and parties; and (vi) pursuant to Sections 11.1(a)(i)(1) and 11.1(a)(ii)(1), (x) pay or cause to be paid any and all taxes levied or assessed upon either of the Co-Issuers in respect of all or any part of the Collateral and timely file all tax returns and information statements as required and delivered to the Trustee for filing and (y) if required to prevent the withholding or imposition of United States income tax, deliver or cause to be delivered a United States Internal Revenue Service Form W-8BEN or successor applicable form, to each issuer, counterparty or paying agent with respect to (as applicable) an item included in the Collateral at the time such item included in the Collateral is purchased or entered into and thereafter prior to the expiration or obsolescence of such form. The Issuer hereby designates the Trustee, its agent and attorney-in-fact to execute any continuation statement or other instrument required pursuant to this Section 7.5. The Trustee agrees that it will from time to time execute and cause to be filed continuation statements (it being understood that the Trustee shall be entitled to rely upon an Opinion of Counsel described in Section 7.5(d), at the expense of the Issuer, as to the need to file such continuation statements, the dates by which such filings are required to be made and the jurisdictions in which such filings are required to be made). (b) The Issuer authorizes Trustee shall not (i) except in accordance with Section 10.15(a), (b) or (c) and except for payments, deliveries and distributions otherwise expressly permitted under this Indenture, remove any portion of the Administrator Collateral that consists of Cash or is evidenced by an instrument, certificate or other writing (A) from the jurisdiction in which it was held at the date as described in the Opinion of Counsel delivered at the Closing Date pursuant to Section 3.1(d) or (B) from the possession of the Person who held it on such date or (ii) cause or permit the Custodial Account or the Custodial Securities Intermediary to be located in a different jurisdiction from the jurisdiction in which such securities accounts and Custodial Securities Intermediary were located on the Closing Date, unless the Trustee shall have first received an Opinion of Counsel to the effect that the lien and security interest created by this Indenture Trustee to file any financing or continuation statements, and amendments with respect to such statements, in all jurisdictions and with all filing offices as are necessary property will continue to be maintained after giving effect to such action or advisable to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filingactions. (c) The Indenture Trustee is under no obligation Issuer shall pay or cause to be paid taxes, if any, levied on account of the beneficial ownership by the Issuer of any Pledged Obligations that secure the Notes. (d) For so long as the Notes are Outstanding, (i) to make any determination of whether any such financing or continuation statements, on [•] and amendments to such statements, are required to be filed pursuant to this Section 3.5 or (ii) every 60 months after such date, the Issuer (or the Collateral Manager on behalf of the Issuer) shall deliver to file the Trustee for the benefit of the Trustee, the Collateral Manager, the Upfront Swap Counterparty, each Hedge Counterparty and each Synthetic Asset Counterparty and each Rating Agency, at the expense of the Issuer, an Opinion of Counsel stating what is required, in the opinion of such counsel, as of the date of such opinion, to maintain the lien and security interest created by this Indenture with respect to the Collateral, and confirming the matters set forth in the Opinion of Counsel, furnished pursuant to Section 3.1(d), with regard to the perfection and priority of such security interest (and such Opinion may likewise be subject to qualifications and assumptions similar to those set forth in the Opinion delivered pursuant to Section 3.1(d)); provided that the Issuer shall be required to deliver an Opinion of Counsel with respect to the foregoing matters within 60 days after any change in the jurisdiction of organization of the Trustee; and provided, further, that a Majority of the Controlling Class shall be entitled to direct the Issuer to deliver an additional Opinion of Counsel with respect to the foregoing matters, at the expense of such Holders, twice within any such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do so60 month period.

Protection of Collateral. The Owner agrees that from time to time, at the expense of the Lessee (a) The Issuer and the Lessee hereby agrees to pay such expenses), it will (i) promptly execute and deliver all such supplements further instruments and documents, and take all further action, that may be necessary and as may be reasonably requested by any Purchaser in order to perfect and protect any security interest granted or purported to be granted pursuant to the Security Documents (including, without limitation, to the extent applicable registrations of international interests in respect of the Airframe and Engine with the International Registry), or to enable the Security Trustee to exercise and enforce its rights and remedies under and in accordance with the provisions hereof or of the Security Documents. The Owner hereby authorizes, and will cause Lessee to authorize, each Purchaser and/or the Security Trustee to file one or more UCC financing or continuation statements, and amendments thereto, or any similar document, with respect to this Indenture all or any part of the Collateral granted by the Owner or the Lessee without the signature of the Owner where permitted by Applicable Law. The Security Trustee shall prepare and instruments file on behalf of further assurance and other instruments, the Owner all necessary continuation statements (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) take such other actionsimilar documents) in order to maintain the perfection of the Security Trustee’s security interest in the Collateral (taking into account whether a Mortgage Filing for any particular item was required). Without limiting the foregoing, in each case the Owner will, upon the reasonable request of the Security Trustee or any Purchaser, take at the Lessee’s cost and expense (and the Lessee hereby agrees to pay such costs and expenses) such other reasonable action necessary or advisable to: (Ai) grant more effectively the security interest in all or any portion of the Collateral; (ii) maintain or preserve the Lien and first perfected security interest (and of the priority of such security interest) of this Indenture Security Trustee in the Collateral or carry out more effectively the purposes of this Indenturehereof; (Biii) perfect, publish notice of or protect the validity of any Grant made or to be made the security interest in the Collateral created by this Indenturethe Security Documents; (Civ) enforce perfect the Security Trustee’s interest in the applicable Aircraft and Lease under the Cape Town Convention to the extent applicable and under any international perfection standards that may be adopted after the date of this Agreement to the Collateral; orextent practicable and without unreasonable cost; (Dv) preserve and defend its right, title and interest to the Collateral and the rights of the Indenture Trustee Purchasers and the Secured Parties Security Trustee in the such Collateral against the claims of all Persons.Persons (other than the Purchasers or any Person claiming through any Purchaser); and (bvi) The Issuer authorizes cause the Administrator Lessee to pay any and the Indenture Trustee to file all fees, taxes and other charges payable in connection with any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments to such statements, which are required to be filed with any applicable Governmental Authority pursuant to this Section 3.5 Agreement or (ii) to file any such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do soother Operative Document.

Protection of Collateral. (a) The Asset Manager shall cause the Issuer will (i) to execute and deliver deliver, from time to time, all such supplements and amendments to this Indenture hereto and file or authorize the filing of all such financing statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) shall take such other action, in each case action as may be necessary or advisable or desirable to secure the rights and remedies of the Secured Parties hereunder and to: (Ai) Grant more effectively all or any portion of the Collateral; (ii) maintain or preserve the Lien and security interest lien (and the priority of such security interestthereof) of this Indenture or to carry out more effectively the purposes of this Indenturehereof; (Biii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (Civ) enforce any of the Pledged Obligations or other instruments or property included in the Collateral; or; (Dv) preserve and defend title to the Collateral and the rights therein of the Indenture Collateral Trustee and the Secured Parties in the Collateral against the claims of all PersonsPersons and parties; or (vi) pay any and all taxes levied or assessed upon all or any part of the Collateral and use its best efforts to minimize taxes and any other costs arising in connection with its activities. The Issuer hereby designates the Collateral Trustee as its agent and attorney-in-fact to file (upon request from the Issuer or the Asset Manager on behalf of the Issuer) any financing statement, continuation statement or other instrument required pursuant to this Section 7.7; provided, that such designation shall not impose upon the Collateral Trustee any of the Issuer’s obligations under this Section 7.7(a). The Issuer shall cause the Collateral Trustee (or if the Issuer fails to do so, the Asset Manager shall cause the Collateral Trustee), and the Collateral Trustee shall follow such reasonable directions, from time to time to file, and the Issuer shall cause to be filed financing statements and continuation statements (it being understood that the Collateral Trustee shall be entitled to rely upon an Opinion of Counsel, including an Opinion of Counsel delivered in accordance with Section 3.1(c) or Section 7.8, as to the need to file such financing statements and continuation statements, the dates by which such filings are required to be made and the jurisdictions in which such filings are required to be made). (b) The Issuer authorizes Collateral Trustee shall not, except in accordance with Sections 10.6, 12.2 or 12.3, permit the Administrator and the Indenture Trustee to file removal of any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest portion of the Indenture Trustee Collateral or transfer any such Collateral from the Pledged Account to which it is credited, or cause or permit any change in the Delivery made pursuant to Section 3.4 with respect to any Collateral. Such financing and continuation statements may describe , if after giving effect thereto the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure jurisdiction governing the perfection of the Collateral Trustee’s security interest in such Collateral is different from the jurisdiction governing perfection at the time of delivery of the Indenture Trustee in most recent Opinion of Counsel pursuant to Section 7.8 (or, if no such Opinion of Counsel has yet been delivered, the Opinion of Counsel delivered at the Closing Date pursuant to Section 3.1(c), unless the Collateral (including describing the Collateral as “all assets” Trustee shall have received an Opinion of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver Counsel to the Issuer file-stamped copies of, effect that the lien and security interest created by this Indenture with respect to such property will continue to be maintained after giving effect to such action or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filingactions). (c) The Indenture Trustee is under no obligation Issuer shall (i) pay or cause to make be paid taxes, if any, levied on account of the beneficial ownership by the Issuer of any determination of whether any such financing or continuation statementsCollateral, and amendments to such statements, are required to be filed pursuant to this Section 3.5 or (ii) if required to file any prevent the withholding or imposition of U.S. federal income tax, deliver or cause to be delivered a United States Internal Revenue Service Form W-9 or successor applicable form, to each issuer, counterparty or paying agent with respect to (as applicable) an item included in the Collateral, at the time such financing item included in the Collateral, is purchased or continuation statements, entered into and thereafter prior to the expiration or amendment to obsolescence of such statements, and will not be liable for failure to do soform.

Protection of Collateral. The Issuer, at its expense, will cause this Indenture and any Supplement to be registered under Section 55 of the Companies Act of 1981 Bermuda in the Register of Charges kept at the Office of the Registrar of Companies of Bermuda (a) The or under any statute enacted in lieu thereof and for the time being in force, or under any law of general application relating to the registration of mortgages of or charges upon personal property for the time being in force in the Islands of Bermuda). In addition, the Issuer will (i) from time to time execute and deliver all amendments thereto and all such supplements and amendments to this Indenture and financing statements, continuation statements, instruments of further assurance and other instruments, (ii) file and will, upon the reasonable request of the Manager, the Indenture Trustee, the Administrative Agent, any Interest Rate Hedge Provider or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) any Series Enhancer, take such other action, in each case action necessary or advisable to: (Aa) grant more effectively the security interest in all or any portion of the Collateral; (b) maintain or preserve the Lien and security interest of this Indenture (and the priority of such security interestthereof) of this Indenture or carry out more effectively the purposes hereof including executing and filing such documents, as may be required under any international convention for the perfection of interests in containers that may be adopted subsequent to the date of this Indenture; (Bc) perfect, publish notice of of, or protect the validity of any Grant made or the security interest in the Collateral created pursuant to be made by this Indenture; (Cd) enforce any of the items of the Collateral; or; (De) preserve and defend its right, title and interest to the Collateral and the rights of the Indenture Trustee and the Secured Parties in the such Collateral against the claims of all Persons.Persons (other than the Noteholders or any Person claiming through the Noteholders); 119711828\V-7 (bf) The pay any and all taxes levied or assessed upon all or any part of the Collateral; (g) pay any and all fees, taxes and other charges payable in connection with the registration of this Indenture and any Supplement with the Office of the Registrar of Companies of Bermuda or any other Governmental Authority; or (h) notify such parties of any Commercial Tort Claims in which the Issuer authorizes has rights that arise after the Administrator Closing Date and exceed $250,000 and take such actions necessary to create and perfect the Indenture Trustee Trustee’s Lien therein. In furtherance of Section 604(b) and Section 604(c) above, the Issuer hereby agrees that if at any time subsequent to file any financing a Closing Date there is a change in Applicable Law (or continuation statements, and amendments to a change in the interpretation of Applicable Law as in effect on such statementsClosing Date) which, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest reasonable judgment of the Indenture Trustee in the Collateral. Such financing and continuation statements Requisite Global Majority, may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure affect the perfection of the Indenture Trustee’s security interest of the Indenture Trustee in the Collateral Collateral, then the Issuer shall, within thirty (including describing 30) days after written request from the Collateral as “all assets” of the Issuer). The Administrator or Requisite Global Majority, furnish to the Indenture Trustee, as applicablethe Administrative Agent and each Series Enhancer, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation an Opinion of Counsel either (i) stating that, in the opinion of such counsel, such action has been taken with respect to make the recording, filing, re-recording and refiling of this Indenture, any determination Supplements and any other requisite documents, and with respect to the execution and filing of whether any such financing or statements and continuation statements, as are necessary to maintain the Lien created by this Indenture and amendments reciting the details of such action, or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such statementsLien. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any Supplements and any other requisite documents and the execution and filing of any financing statements and continuation statements that, in the opinion of such counsel, are required to be filed pursuant to maintain the Lien and security interest of this Section 3.5 or (ii) to file any such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do soIndenture.

Protection of Collateral. (a) The Issuer intends the security interest Granted pursuant to this Indenture in favor of the Indenture Trustee on behalf of the Noteholders and the Insurer to be prior to all other liens in respect of the Collateral, and the Issuer shall take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders and the Insurer, a first lien on and a first priority, perfected security interest in, the Collateral. The Issuer will (i) execute from time to time take all actions necessary, including without limitation preparing, executing, delivering and deliver filing all such supplements and amendments to this Indenture hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize if applicable, all as prepared by the Servicer and cause delivered to be filed all such financing statements the Issuer, and amendments and continuations of such financing statements and (iii) will take such other action, in each case action necessary or advisable to: (Ai) Grant more effectively all or any portion of the Collateral; (ii) maintain or preserve the Lien lien and security interest (and the priority of such security interestthereof) of created by this Indenture or carry out more effectively the purposes of this Indenturehereof; (Biii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (Civ) enforce any of the Collateral; or; (Dv) preserve and defend title to the Collateral and the rights of the Indenture Trustee Trustee, the Insurer and the Secured Parties Noteholders in the such Collateral against the claims of all Persons.persons and parties; or (bvi) pay all taxes or assessments levied or assessed upon the Collateral when due. The Issuer authorizes the Administrator and hereby designates the Indenture Trustee its agent and attorney-in-fact to file any execute all financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments to such statements, are other instruments required to be filed executed pursuant to this Section 3.5 or (ii) to file any such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do soSection.

Protection of Collateral. (a) The Issuer intends the security interest Granted pursuant to this Indenture in favor of the Indenture Trustee on behalf of the Noteholders to be prior to all other liens in respect of the Collateral, and the Issuer shall take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders, a first lien on and a first priority, perfected security interest in the Collateral. The Issuer will (i) from time to time execute or authorize, as applicable, and deliver all such supplements and amendments to this Indenture hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize all as prepared by the Servicer and cause delivered to be filed all such financing statements the Issuer, and amendments and continuations of such financing statements and (iii) will take such other action, in each case action necessary or advisable to: (Ai) Grant more effectively all or any portion of the Collateral; (ii) maintain or preserve the Lien lien and security interest (and the priority of such security interestthereof) of created by this Indenture or carry out more effectively the purposes of this Indenturehereof; (Biii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (Civ) enforce any of the Collateral; or (Dv) preserve and defend title to the Collateral and the rights of the Indenture Trustee and the Secured Parties Noteholders in the such Collateral against the claims of all Persons. (b) persons and parties. The Issuer authorizes hereby designates the Administrator Indenture Trustee its agent and attorney-in-fact to execute all financing statements, continuation statements or other instruments required to be executed pursuant to this Section and the Indenture Trustee to file any shall execute all financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments to such statements, are other instruments required to be filed executed pursuant to this Section 3.5 or (ii) to file any such financing or continuation statements, or amendment to such statements, section upon written notice and will not be liable for failure to do soinstructions from the Issuer.

Protection of Collateral. (a) The Issuer will (i) Borrower shall from time to time execute and deliver all such supplements and amendments to this Indenture hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) shall take such other action, in each case action as may be necessary or advisable to secure the rights and remedies of the Secured Parties hereunder and to: (A1) Grant more effectively all or any portion of the Collateral; (2) maintain or preserve the Lien and security interest lien (and the priority of such security interestthereof) of this Indenture the Transaction Documents or to carry out more effectively the purposes of this Indenturehereof; (B3) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenturethe Transaction Documents; (C4) enforce any of the Pledged Obligations or other instruments or property included in the Collateral; or; (D5) preserve and defend title to the Collateral and the rights therein of the Indenture Trustee Collateral Agent and the Secured Parties in the Collateral against the claims of all Personspersons and parties; (6) pay any and all taxes levied or assessed upon all or any part of the Collateral and use its commercially reasonable efforts to minimize taxes and any other costs arising in connection with its activities; and (7) give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers that may be necessary or desirable to create, preserve, perfect or validate the security interest granted pursuant to the Transaction Documents or to enable the Collateral Agent to exercise and enforce its rights hereunder and thereunder with respect to such pledge and security interest, and hereby authorizes the Collateral Agent to file a UCC financing statement listing ‘all assets of the debtor’ in the collateral description of such financing statement. The Borrower hereby designates the Collateral Agent as its agent and attorney-in-fact to file, upon Borrower Order, any financing statement, continuation statement or other instrument required pursuant to this Section 4; provided that such appointment shall not impose upon the Collateral Agent any of the Borrower’s obligations under this Section 4. The Borrower shall cause to be filed one or more continuation statements under the applicable UCC (it being understood that the Borrower (and to the extent the Collateral Agent is directed to take any action, the Collateral Agent) shall be entitled to rely upon an Opinion of Counsel as to the need to file such financing statements and continuation statements, the dates by which such filings are required to be made and the jurisdictions in which such filings are required to be made). (b) The Issuer authorizes Collateral Agent shall not, unless directed by the Administrator Borrower with the written consent of the Administrative Agent, (1) except in accordance with the terms and conditions herein, remove any portion of the Indenture Trustee Collateral that consists of Cash or is evidenced by an instrument, certificate or other writing (A) from the jurisdiction in which it was held at the date the most recent Opinion of Counsel was delivered pursuant to file Section 5.5 (or from the jurisdiction in which it was held as described in the Opinion of Counsel delivered at the Effective Date pursuant to Section 3 of this Agreement, if no Opinion of Counsel has yet been delivered pursuant to said Section 5.5) or (B) from the possession of the Person who held it on such date or (2) cause or permit ownership or the pledge of any financing portion of the Collateral that consists of book-entry securities to be recorded on the books of a Person (A) located in a different jurisdiction from the jurisdiction in which such ownership or continuation statementspledge was recorded at such date or (B) other than the Person on whose books such ownership or pledge was recorded at such date, unless the Collateral Agent shall have first received an Opinion of Counsel to the effect that the lien and amendments security interest created by this Agreement with respect to such statements, in all jurisdictions and with all filing offices as are necessary or advisable property will continue to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments be maintained after giving effect to such statements, are required to be filed pursuant to this Section 3.5 action or (ii) to file any such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do soactions.

Protection of Collateral. (a) The Issuer Borrower agrees that from time to time, at the expense of the Borrower, it will (i) promptly execute and deliver all such supplements further instruments and documents, and take all further action, that may be necessary and as may be reasonably requested by the Security Trustee in order to perfect and protect any security interest granted or purported to be granted pursuant to the Security Documents (including, without limitation, to the extent applicable registrations of International Interests in respect of each Airframe and Engine with the International Registry), or to enable the Security Trustee to exercise and enforce its rights and remedies hereunder and under the Security Documents. The Borrower hereby authorizes, and will cause Lessee to authorize, the Security Trustee to file one or more UCC financing or continuation statements, and amendments thereto, or any similar document, with respect to this Indenture all or any part of the Collateral granted by the Borrower or the Lessee without the signature of the Borrower where permitted by Applicable Law. The Borrower shall prepare and instruments of further assurance and other instruments, file all necessary continuation statements (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) take such other actionsimilar documents) in order to maintain the perfection of the Security Trustee's security interest in the Collateral (taking into account whether a Mortgage Filing for any particular item was required). Without limiting the foregoing, in each case the Borrower will, upon the reasonable request of the Security Trustee or any Lender, take at the Borrower's own cost and expense such other reasonable action necessary or advisable to: (Ai) grant more effectively the security interest in all or any portion of the Collateral; (ii) maintain or preserve the Lien and first perfected security interest (and of the priority of such security interest) of this Indenture Security Trustee in the Collateral or carry out more effectively the purposes of this Indenturehereof; (Biii) perfect, publish notice of of, or protect the validity of any Grant made or to be made the security interest in the Collateral created by this Indenturethe Security Documents; (Civ) enforce perfect the Security Trustee's interest in the applicable Aircraft and Leases under the Cape Town Convention to the extent applicable and under any international perfection standards that may be adopted after the date of this Agreement to the Collateral; orextent practicable and without unreasonable cost; (Dv) preserve and defend its right, title and interest to the Collateral and the rights of the Indenture Security Trustee and the Secured Parties in the such Collateral against the claims of all Persons.Persons (other than the Lenders or any Person claiming through any Lender); and (bvi) The Issuer authorizes the Administrator pay any and the Indenture Trustee to file all fees, taxes and other charges payable in connection with any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments to such statements, which are required to be filed with any applicable Governmental Authority pursuant to this Section 3.5 Agreement or (ii) to file any such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do so.other Basic Document. 24007359992-v10 - 51 - 80-41061491

Protection of Collateral. (a) The Issuer will (iIf so directed by the Issuer, the Trustee, on behalf of the Issuer, pursuant to any Opinion of Counsel received pursuant to Section 7.5(d) shall execute and deliver all such supplements and amendments to this Indenture and Financing Statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) the Issuer shall take such other action, in each case action as may be necessary or advisable or desirable to secure the rights and remedies of the Holders hereunder and to: (Ai) Grant more effectively all or any portion of the Collateral; (ii) maintain or preserve the Lien and security interest lien (and the priority of such security interestthereof) of this Indenture or to carry out more effectively the purposes of this Indenturehereof; (Biii) perfect, publish notice of or protect the validity of any Grant made or to be made by this IndentureIndenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations); (Civ) enforce any of the Underlying Loans or other instruments or property included in the Collateral; orand (Dv) preserve and defend title to the Collateral and the rights of the Indenture Trustee and the Secured Parties Noteholders in the Collateral against the claims of all Personspersons and parties. The Issuer hereby designates the Trustee, its agent and attorney-in-fact to execute any Financing Statement, continuation statement or other instrument required pursuant to this Section 7.5. The Trustee agrees that it will from time to time cause to be filed Financing Statements and continuation statements (it being understood that the Trustee shall be entitled to rely upon an Opinion of Counsel described in Section 7.5(d), at the expense of the Issuer, as to the need to file such Financing Statements and continuation statements, the dates by which such filings are required to be made and the jurisdictions in which such filings are required to be made). (b) The Issuer authorizes the Administrator and the Indenture Trustee to file any financing or continuation statementsshall not (i) except in accordance with Section 12.3, and amendments except for payments, deliveries and distributions otherwise expressly permitted under this Indenture, remove any portion of the Collateral that consists of Cash or is evidenced by an instrument, certificate or other writing (A) from the jurisdiction in which it was held at the date as described in the Opinion of Counsel delivered at the Closing Date pursuant to Section 3.1(c) or (B) from the possession of the Person who held it on such date or (ii) cause or permit the Securities Intermediary to be located in a different jurisdiction from the jurisdiction in which such securities accounts and Securities Intermediary were located on the Closing Date, unless the Trustee shall have first received an Opinion of Counsel to the effect that the lien and security interest created by this Indenture with respect to such statements, in all jurisdictions and with all filing offices as are necessary property will continue to be maintained after giving effect to such action or advisable to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filingactions. (c) The Indenture Trustee is under no obligation Issuer shall pay or cause to be paid taxes, if any, levied on or in respect of any Underlying Loans. (d) For so long as the Notes are Outstanding, (i) sixty (60) days prior to make any determination of whether any such financing or continuation statementsSeptember 27, 2018 and amendments to such statements, are required to be filed pursuant to this Section 3.5 or (ii) every sixty (60) months after September 27, 2018, the Issuer shall deliver to file any the Trustee for the benefit of the Trustee, the Sponsor and the Rating Agency, at the expense of the Issuer, an Opinion of Counsel stating what is required, in the opinion of such financing or continuation statementscounsel, or amendment as of the date of such opinion, to such statementsmaintain the lien and security interest created by this Indenture with respect to the Collateral, and will not confirming the matters set forth in the Opinion of Counsel, furnished pursuant to Section 3.1(c), with respect to the perfection and priority of such security interest (and such Opinion may likewise be liable for failure subject to do soqualifications and assumptions similar to those set forth in the Opinion delivered pursuant to Section 3.1(c)).

Protection of Collateral. (a) The Issuer will (i) execute Borrower shall from time to time execute, deliver, file and/or authorize the filing of all UCC-1 financing statements and deliver all such supplements continuation statements and amendments to this Indenture and the equivalent thereof in any applicable foreign jurisdiction, if applicable, instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) shall take such other action, in each case action as may be necessary or advisable to secure the rights and remedies of the Secured Parties hereunder and to: : (Aa) maintain grant security more effectively on all or any portion of the Collateral; (b) maintain, preserve and perfect any grant of security made or to be made by this Agreement including the first priority (subject to Permitted Liens) nature of the Lien and security interest (and the priority of such security interest) of this Indenture granted hereunder or to carry out more effectively the purposes of this Indenture; hereof; (Bc) perfect, publish notice of or protect the validity of any Grant grant made or to be made by this Indenture; Agreement (Cincluding any and all actions necessary as a result of changes in Law); (d) enforce any of the Collateral or other instruments or property included in the Collateral; or (De) preserve and defend title to the Collateral and the rights therein of the Indenture Trustee Collateral Agent and the Secured Parties in the Collateral against the claims of all Persons. third parties; and (bf) The Issuer authorizes the Administrator pay or cause to be paid any and the Indenture Trustee to file all Taxes levied or assessed upon all or any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest part of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe The Borrower hereby designates the Collateral Agent as its agent and attorney in fact to prepare and file any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such UCC-1 financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make and the equivalent thereof in any determination of whether any such financing or continuation statementsapplicable foreign jurisdiction, if applicable, and amendments to such statementsall other instruments, are and take all other actions, required to be filed pursuant to this Section 3.5 7.07 if the Borrower fails to take any such action within ten (10) Business Days after either Agent’s request therefor. Such designation shall not impose upon the Collateral Agent or (ii) the Administrative Agent or any other Secured Party, or release or diminish, the Borrower’s obligations under this Section 7.07. The Borrower further authorizes the Collateral Agent to file UCC-1 financing statements or the equivalent thereof in any such financing foreign jurisdiction, if applicable, that name the Borrower as debtor and the Collateral Agent as secured party and that describes “all assets in which the debtor now or continuation statements, or amendment to such statements, and will not be liable for failure to do sohereafter has rights” as the Collateral in which the Collateral Agent has a grant of security hereunder.

Protection of Collateral. (a) The Issuer will (i) from time to time execute and deliver all such supplements and amendments hereto and all such filings with the NHPUC pursuant to this Indenture and the Statute, financing statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) will take such other action, in each case action necessary or advisable to: (Aa) maintain or preserve the Lien and security interest (and the priority of such security interestthereof) of this Indenture or carry out more effectively the purposes of this Indenturehereof; (Bb) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (Cc) enforce any of the Collateral; or; (Dd) preserve and defend title to the Collateral and the rights of the Indenture Trustee and the Secured Parties Bondholders in the such Collateral against the claims of all Persons.Persons and parties, including the challenge by any party to the validity or enforceability of the Finance Order, any Issuance Advice Letter or the RRB Property or any proceeding relating thereto and institute any action or proceeding necessary to compel performance by the NHPUC or the State of New Hampshire of any of its obligations or duties under the Statute, the Finance Order or any Issuance Advice Letter; or (be) The Issuer authorizes the Administrator pay any and the Indenture Trustee to file all taxes levied or assessed upon all or any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest part of the Indenture Trustee in the Collateral. Such The Issuer hereby designates the Trustee its agent and attorney-in-fact to execute any filings with the NHPUC pursuant to the Statute, financing and statement, continuation statements may describe statement or other instrument required by the Collateral in any manner as Trustee pursuant to this Section, it being understood that the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer)shall have no such obligation. The Administrator or the Indenture Trustee, as applicable, will deliver Trustee agrees not to execute any such filings prior to a Default unless the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) shall have failed to make any determination such filing on a timely basis, which in the case of whether any continuation statements with respect to financing statements and similar instruments shall mean at least five Business Days prior to the expiration date for such financing or continuation statementsfiling. The Issuer hereby agrees to file promptly after the date hereof, and amendments the Trustee hereby authorizes the filing of, financing statements in lieu of continuation statements with respect to such statementsthe financing statements filed in New Hampshire on or prior to the Issuance Date that name the Issuer as debtor in accordance with the provisions of Article 9 of the Delaware UCC to take effect after June 30, are required to be filed pursuant to this Section 3.5 or (ii) to file any such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do so2001.

Protection of Collateral. The Issuer intends the security interest Granted pursuant to this Indenture in favor of the Indenture Trustee on behalf of the Noteholders to be prior to all other liens in respect of the Collateral, and the Issuer shall take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders, a first lien on and a first priority, perfected security interest in the Collateral. In connection therewith, pursuant to Section 2.06 of the Transfer and Servicing Agreement, the Issuer shall cause to be delivered into the possession of the Indenture Trustee as pledgee hereunder, indorsed in blank, any "instruments" (a) within the meaning of the UCC), not constituting part of chattel paper, evidencing any Contract which is part of the Collateral. The Indenture Trustee agrees to maintain continuous possession of such delivered instruments as pledgee hereunder until this Indenture shall have terminated in accordance with its terms or until, pursuant to the terms hereof or of the Transfer and Servicing Agreement, the Indenture Trustee is otherwise authorized to release such instrument from the Collateral. The Issuer will (i) from time to time execute and deliver all such supplements and amendments to this Indenture hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize all as prepared by the Servicer and cause delivered to be filed all such financing statements the Issuer, and amendments and continuations of such financing statements and (iii) will take such other action, in each case action necessary or advisable to: (Ai) grant more effectively all or any portion of the Collateral; (ii) maintain or preserve the Lien lien and security interest (and the priority of such security interestthereof) of created by this Indenture or carry out more effectively the purposes of this Indenturehereof; (Biii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (Civ) enforce any of the Collateral; or; (Dv) preserve and defend title to the Collateral and the rights of the Indenture Trustee and the Secured Parties Noteholders in the such Collateral against the claims of all Persons.persons and parties; and (bvi) pay all taxes or assessments levied or assessed upon the Collateral when due. The Issuer authorizes the Administrator and hereby designates the Indenture Trustee its agent and attorney-in-fact to file any execute all financing or continuation statements, and amendments continuation statements or other instruments required to such statements, in all jurisdictions and with all filing offices as are necessary or advisable be executed pursuant to preserve, maintain and protect the interest of this Section. In no event shall the Indenture Trustee in the Collateral. Such be responsible for filing or maintaining such financing and statements, continuation statements may describe or other instruments, unless it shall have become the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filingSuccessor Servicer. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments to such statements, are required to be filed pursuant to this Section 3.5 or (ii) to file any such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do so.

Protection of Collateral. (a) The Issuer will Borrower intends the Lien Granted pursuant to this Loan Agreement in favor of the Agent for the benefit of the Secured Parties to be prior to all other Liens in respect of the Collateral, subject to Permitted Liens, and the Borrower shall take all actions necessary to obtain and maintain, in favor of the Secured Parties, a first priority, perfected Lien on the Collateral, subject to Permitted Liens. Subject to Section 3.05(f), the Borrower shall from time to time prepare, execute (ior authorize the filing of) execute and deliver all such supplements and amendments to this Indenture hereto and all such financing statements, continuation statements, instruments of further assurance assurance, and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) shall take such other action, in each case action as may be necessary or advisable to: (i) provide further assurance with respect to such Grant and/or Grant more effectively all or any portion of the Collateral; (ii) (A) maintain or and preserve the Lien and security interest (and the priority thereof) in favor of such security interestthe Agent created by this Loan Agreement and (B) enforce the terms and provisions of this Indenture Loan Agreement or carry out more effectively the purposes of this Indenturehereof; (Biii) perfect, publish notice of perfect or protect the validity of of, any Grant made or to be made by this IndentureLoan Agreement; (Civ) enforce any of its rights under the CollateralLoan Documents; or (Dv) preserve and defend title to any asset included in the Collateral and the rights of the Indenture Trustee and the Secured Parties in the Collateral against the claims of all Persons. (b) The Issuer authorizes the Administrator and the Indenture Trustee to file any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator Borrower shall deliver or the Indenture Trustee, as applicable, will deliver cause to be delivered to the Issuer Agent file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Borrower shall cooperate fully with the Agent in connection with the obligations set forth above and shall execute (or authorize the filing of) any and all documents reasonably required to fulfill the intent of this Loan Agreement. (b) The Borrower hereby irrevocably appoints the Agent as its agent and attorney-in-fact (such appointment being coupled with an interest) to execute, or authorize the filing of, upon the Borrower’s failure to do so, any financing statement or continuation statement required pursuant to this Section 3.05(b); provided, however, that such designation shall not be deemed to create any duty in the Agent to monitor the compliance of the Borrower with the foregoing covenants; and provided further, that the Agent shall only be obligated to execute or authorize such financing statement and or continuation statement promptly upon written direction of the Servicer and upon written notice to a Responsible Officer of the Agent of the failure of the Borrower to comply with the provisions of Section 3.05(a); shall not be required to pay any fees, Taxes or other governmental charges in connection therewith; and shall not be required to prepare any financing statement or continuation statement required pursuant to this Section 3.05 (which shall in each case be prepared by the Borrower or the Servicer). The Borrower shall cooperate with the Servicer and provide to the Servicer any information, documents or instruments with respect to such document becoming available following filingfinancing statement or continuation statement that the Servicer may reasonably require. Neither the Agent nor any of its officers, directors, employees, attorneys or agents shall be responsible or liable for the existence, genuineness, value or protection of any collateral securing the Loan, for the legality, enforceability, effectiveness or sufficiency of the Loan Documents or any financing statement or continuation statement for the creation, perfection, continuation, priority, sufficiency or protection of any of the liens, or for any defect or deficiency as to any such matters, for monitoring the status of any lien or performance of the collateral or for the accuracy or sufficiency of any financing statement or continuation statement prepared for its execution or authorization hereunder. (c) The Indenture Trustee Except as necessary or advisable in connection with the fulfillment by the Agent of its duties and obligations described herein or in any other Loan Document, the Agent shall not remove any portion of the Collateral that consists of money or is under evidenced by an instrument, certificate or other writing from the jurisdiction in which it was held as described in the most recent Opinion of Counsel that was delivered pursuant to Section 3.06 (or from the jurisdiction in which it was held as described in the Opinion of Counsel delivered at the Closing Date pursuant to Section 2.08(c), if no obligation Opinion of Counsel has yet been delivered pursuant to Section 3.06) unless the Agent shall have first received an Opinion of Counsel to the effect that the Lien created by this Loan Agreement with respect to such property shall continue to be maintained after giving effect to such action or actions. (id) No later than 30 days prior to any of Sunnova Intermediate Holdings, Sunnova Hestia Holdings, the Depositor, the Capital Markets Issuer, the Lender or the Borrower making any change in its or their name, identity, jurisdiction of organization or structure which would make any determination financing statement or continuation statement filed in accordance with clause (a) above seriously misleading within the meaning of whether Section 9-506 of the UCC as in effect in New York or wherever else necessary or appropriate under Applicable Law, or otherwise impair the perfection of the Lien on the Collateral, the Borrower shall give or cause to be given to the Agent written notice of any such change and shall file such financing statements or amendments as may be necessary to continue the perfection of the Agent’s Lien on the Collateral. None of Sunnova Intermediate Holdings, Sunnova Hestia Holdings, the Depositor, the Capital Markets Issuer, the Lender or the Borrower shall become or seek to become organized under the laws of more than one jurisdiction. (e) The Borrower shall give the Agent written notice at least 30 days prior to any relocation of Sunnova Intermediate Holdings’, Sunnova Hestia Holdings’, the Depositor’s, the Capital Markets Issuer’s, the Lender’s or the Borrower’s respective principal executive office or jurisdiction of organization and whether, as a result of such relocation, the applicable provisions of relevant law or the UCC would require the filing of any amendment of any previously filed financing or continuation statementsstatement or of any new financing statement and shall file such financing statements or amendments as may be necessary to continue the perfection of the Agent’s Lien on the Collateral. The Borrower shall at all times maintain its principal executive office and jurisdiction of organization within the United States of America. (f) Notwithstanding anything to the contrary in this Section 3.05 or otherwise in this Loan Agreement, UCC Fixture Filings shall be maintained in the name of the initial Servicer, as secured party, on behalf of the Borrower and amendments the Agent. A UCC Fixture Filing may, or at the direction of the Borrower or the Servicer shall, be released by the secured party in connection with a Consumer Obligor refinancing transaction or sale of the related home, so long as the Servicer re-files the UCC Fixture Filing within 10 Business Days of obtaining knowledge of, but no later than 45 calendar days of, the closing of such refinancing or sale (if applicable). Following an Event of Default or the removal of Sunnova Management as Servicer following a Servicer Termination Event, the Servicer shall cause each UCC Fixture Filing to be assigned to the Agent as secured party. To the extent the Servicer fails to do so, the Agent is authorized to do so, but only if the Agent is given a written direction or an Opinion of Counsel specifying the jurisdictions in which such statements, are required filings shall be made and attaching copies of the applicable assignments of the UCC Fixture Filings to be filed pursuant to this Section 3.5 or (ii) to file any such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do soby the Agent.

Protection of Collateral. (a) The Issuer will (itake such action as is necessary to maintain the perfection and priority of the security interest of the Trustee in the Collateral; provided that the Issuer shall be entitled to rely on any Opinion of Counsel delivered pursuant to Section 7.6 and any Opinion of Counsel with respect to the same subject matter delivered pursuant to Section 3.1(d) to determine what actions are necessary, and shall be fully protected in so relying on such an Opinion of Counsel, unless the Issuer has actual knowledge that the procedures described in any such Opinion of Counsel are no longer adequate to maintain such perfection and priority. The Issuer shall from time to time execute and deliver all such supplements and amendments to this Indenture hereto and file or authorize the filing of all such Financing Statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) shall take such other action, in each case action as may be necessary or advisable or desirable to secure the rights and remedies of the Holders of the Notes hereunder and to: (Ai) maintain Grant more effectively all or any portion of the Collateral; (ii) maintain, preserve and perfect any Grant with respect to the Lien and security interest (and the priority of such security interest) of Collateral made or to be made by this Indenture including, without limitation, the first priority nature of the lien (subject to Permitted Liens) or carry out more effectively the purposes of this Indenturehereof; (Biii) perfect, publish notice of or protect the validity of any Grant with respect to the Collateral made or to be made by this IndentureIndenture (including any and all actions necessary or desirable as a result of changes in law or regulations); (Civ) enforce any of the Collateral or other instruments or property included in the Collateral; or; (Dv) preserve and defend title to the Collateral and the rights therein of the Indenture Trustee and the Secured Parties Holders of the Notes in the Collateral against the claims of all PersonsPersons and parties; or (vi) pay or cause to be paid any and all taxes levied or assessed upon all or any part of the Collateral. The Issuer hereby authorizes the Trustee to prepare and file any Financing Statement, continuation statement and all other instruments, and take all other actions, required pursuant to this Section 7.5. Such authorization shall not impose upon the Trustee, or release or diminish, the Issuer’s obligations under this Section 7.5. The Issuer further authorizes, and shall cause the Issuer’s United States counsel to file, a Financing Statement that names the Issuer as debtor and the Trustee as secured party and that describes “all personal property of the Debtor now owned or hereafter acquired, other than ‘Excepted Property’” (and that defines Excepted Property in accordance with its definition herein) or words of similar effect as the Collateral in which the Trustee has a Grant. (b) The Issuer authorizes the Administrator shall enforce all of its material rights and the Indenture Trustee remedies under each Transaction Document to file any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filingwhich it is a party. (c) The Indenture Promptly upon obtaining knowledge that security interest granted by the Issuer to the Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments to such statements, are required to be filed pursuant to this Section 3.5 Indenture in any Portfolio Asset ceases to be a valid first priority security interest, the Issuer shall notify UBS whether (1) such Portfolio Asset will be secured by such security interest or Lien in, to or on such specified collateral within a period of not more than 5 Business Days or (ii2) the Issuer will sell such Portfolio Asset pursuant to file Section 12.1(b). (d) The Issuer shall provide copies of the Underlying Instruments in respect of any such financing or continuation statements, or amendment Portfolio Assets to such statementsthe Trustee and the Valuation Agent within a reasonable time (and in any event within five Business Days) upon request by the Valuation Agent, and will not be liable for failure in the event the Issuer receives a copy of any document that supplements, amends or otherwise modifies any Underlying Instrument so provided to do sothe Trustee and the Valuation Agent, the Issuer shall provide a copy of each such document to the Trustee and the Valuation Agent within five Business Days after receipt by the Issuer thereof.

Protection of Collateral. (a) The Issuer will (iTrustee, on behalf of the Issuer, pursuant to any Opinion of Counsel received pursuant to Section 7.5(d) shall execute and deliver all such supplements and amendments to this Indenture and Financing Statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) shall take such other action, in each case action as may be necessary or advisable or desirable to secure the rights and remedies of the Holders and to: (Ai) Grant more effectively all or any portion of the Collateral; (ii) maintain or preserve the Lien and security interest lien (and the priority of such security interestthereof) of this Indenture or to carry out more effectively the purposes of this Indenturehereof; (Biii) perfect, publish notice of or protect the validity of any Grant made or to be made by this IndentureIndenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations); (Civ) enforce any of the Collateral or other instruments or property included in the Collateral; or; (Dv) preserve and defend title to the Collateral and the rights of the Indenture Trustee and Trustee, the Secured Parties Holders of the Notes in the Collateral against the claims of all Personspersons and parties; and (vi) pursuant to Sections 11.1(a)(i)(1) and 11.1(a)(ii)(1), pay or cause to be paid any and all taxes levied or assessed upon all or any part of the Collateral. The Issuer hereby designates the Trustee as its agent and attorney-in-fact to execute any Financing Statement, continuation statement or other instrument required pursuant to this Section 7.5. The Trustee agrees that it will from time to time execute and cause to be filed Financing Statements and continuation statements (it being understood that the Trustee shall be entitled to rely upon an Opinion of Counsel described in Section 7.5(d), at the expense of the Issuer, as to the need to file such Financing Statements and continuation statements, the dates by which such filings are required to be made and the jurisdictions in which such filings are required to be made). (b) The Issuer authorizes Trustee shall not (except in accordance with Section 10.13(a), (b) or (c) and except for payments, deliveries and distributions otherwise expressly permitted under this Indenture) (i) remove any portion of the Administrator Collateral that consists of Cash or is evidenced by an instrument, certificate or other writing (A) from the jurisdiction in which it was held at the date as described in the Opinion of Counsel delivered at the Closing Date pursuant to Section 3.1(d) or (B) from the possession of the Person who held it on such date or (ii) cause or permit the Custodial Account or the Custodian to be located in a different jurisdiction from the jurisdiction in which such securities accounts and Custodial Securities Intermediary were located on the Closing Date, unless the Trustee shall have first received an Opinion of Counsel to the effect that the lien and security interest created by this Indenture Trustee to file any financing or continuation statements, and amendments with respect to such statements, in all jurisdictions and with all filing offices as are necessary property will continue to be maintained after giving effect to such action or advisable to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filingactions. (c) The Indenture Trustee is under no obligation Issuer shall (i) to make any determination of whether any such financing pay or continuation statements, and amendments to such statements, are required cause to be filed pursuant to this Section 3.5 or paid taxes, if any, levied on account of the beneficial ownership by the Issuer of any Collateral that secure the Notes and timely file all tax returns and information statements as required, (ii) upon receipt of a request by a Noteholder for information relating to file any such financing or continuation statements, or amendment original issue discount that is applicable to such statementsNoteholder, forward such request to the Collateral Manager who shall cause its Independent accountants to provide promptly to the Issuer and such requesting Noteholder all of such information, and will not (iii) if required to prevent the withholding or imposition of United States income tax, deliver or cause to be liable delivered a United States IRS Form W-9 (or the applicable IRS Form W-8, if appropriate) or successor applicable form, to each borrower, counterparty or paying agent with respect to (as applicable) an item included in the Collateral at the time such item is purchased or entered into and thereafter prior to the expiration or obsolescence of such form. (d) For so long as the Notes are Outstanding, (i) on or before the five-year anniversary of the Closing Date and (ii) every 60 months after such date, the Issuer (or the Collateral Manager on behalf of the Issuer) shall deliver to the Trustee for failure the benefit of the Trustee, the Collateral Manager and the Rating Agency, at the expense of the Issuer, an Opinion of Counsel stating what is required, in the opinion of such counsel, as of the date of such opinion, to do somaintain the lien and security interest created by this Indenture with respect to the Collateral, and confirming the matters set forth in the Opinion of Counsel, furnished pursuant to Section 3.1(d), with regard to the perfection and priority of such security interest (and such Opinion of Counsel may likewise be subject to qualifications and assumptions similar to those set forth in the Opinion of Counsel delivered pursuant to Section 3.1(d)).

Protection of Collateral. (a) The Issuer intends the security interest granted pursuant to this Indenture in favor of the Issuer Secured Parties to be prior to all other liens in respect of the Collateral and the Issuer shall take all actions necessary to obtain and maintain, in favor of the Indenture Trustee, for the benefit of the Issuer Secured Parties, a first lien on and a first priority, perfected security interest in the Collateral. The Issuer will from time to time prepare (i) or shall cause to be prepared), execute and deliver all such supplements and amendments to this Indenture hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) will take such other action, in each case action necessary or advisable to: (Ai) Grant more effectively all or any portion of the Collateral; (ii) maintain or preserve the Lien lien and security interest (and the priority thereof) in favor of such security interest) the Indenture Trustee for the benefit of the Issuer Secured Parties created by this Indenture or carry out more effectively the purposes of this Indenturehereof; (Biii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (Civ) enforce any of the Collateral; or; (Dv) preserve and defend title to the Collateral and the rights of the Indenture Trustee and the Secured Parties in the such Collateral against the claims of all Persons.persons and parties; and (bvi) pay all taxes or assessments levied or assessed upon the Collateral when due. The Issuer authorizes hereby designates the Administrator Indenture Trustee its agent and attorney-in-fact to execute any financing statement, continuation statement or other instrument required pursuant to this Section; provided that, such designation shall not relieve the Issuer of its obligation to make any such filing, nor be deemed to create a duty in the Indenture Trustee to file prepare any financing statement, continuation statement or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary other instrument or advisable to preserve, maintain and protect monitor the interest compliance of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine Issuer with respect to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is its duties under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments to such statements, are required to be filed pursuant to this Section 3.5 or (ii) to file the adequacy of any such financing statement, continuation statement or continuation statements, or amendment to such statements, and will not be liable for failure to do soother instrument prepared by the Issuer.

Protection of Collateral. (a) The Issuer will (i) Each Obligor shall cause the taking of such action as is reasonably necessary in order to maintain the perfection and priority of the security interest of the Trustee in the Collateral. Each Obligor shall from time to time execute and deliver all such supplements and amendments to this Indenture hereto and file or authorize the filing of all such Financing Statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) shall take such other action, in each case action as may be necessary or advisable or desirable, to secure the rights and remedies of the Trustee for the benefit of the Secured Parties hereunder and to: (Ai) maintain Grant more effectively all or any portion of the Collateral; (ii) maintain, preserve the Lien and security interest (and the priority of such security interest) of perfect any Grant made or to be made by this Indenture including the first priority nature of the lien or carry out more effectively the purposes of this Indenturehereof; (Biii) perfect, publish notice of or protect the validity of any Grant made or to be made by this IndentureIndenture (including any and all actions necessary or desirable as a result of changes in law or regulations); (Civ) enforce any of the Collateral; or; (Dv) preserve and defend title to the Collateral and the rights therein of the Indenture Trustee and the Secured Parties in the Collateral against the claims of all Persons.Persons and parties; or (bvi) The Issuer authorizes the Administrator pay or cause to be paid any and the Indenture Trustee to file all taxes levied or assessed upon all or any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest part of the Indenture Trustee in the Collateral. Such financing Each Obligor authorizes its counsel to file a Financing Statement in the appropriate jurisdiction in connection with the Grant pursuant to this Indenture that names such Obligor as “Debtor” and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection on behalf of the interest of the Indenture Trustee in the Collateral (including describing the Collateral Secured Parties as “Secured Party” and that identifies “all assets” of as the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver collateral Granted to the Issuer fileTrustee. Each Obligor further appoints the Trustee as its agent and attorney-stamped copies ofin-fact for the purpose of preparing and filing any other Financing Statement, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments to such statements, are other instrument as may be required to be filed pursuant to this Section 3.5 or (ii) to file any such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do so7.9(a).

Protection of Collateral. (a) The Issuer will (i) intends the security interest Granted pursuant to this Indenture in favor of the Trustee on behalf of the Bondholders and the Trustee to be prior to all other liens in respect of the Collateral, and the Issuer shall take all actions necessary to obtain and maintain, for the benefit of the Trustee on behalf of the Bondholders and the Trustee a first lien on and a first priority, perfected security interest in the Collateral. The Issuer shall from time to time execute and deliver all such supplements and amendments to this Indenture hereto and all such filings, financing statements, continuation statements, instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) shall take such other action, in each case necessary or advisable to: (Ai) maintain or and preserve the Grants, Lien and first priority security interest (and the priority of such security interestperfection thereof) of this Indenture or carry out more effectively the purposes hereof, including following any consolidation, merger or sale of this Indenturethe Issuer; (Bii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (Ciii) enforce any of the Collateral; or; (Div) preserve and defend title to the Collateral and the rights of the Indenture Trustee and the Secured Parties Bondholders in the Collateral against the claims of all PersonsPersons and parties; or (v) pay any and all taxes levied or assessed upon all or any part of the Collateral. (b) The Issuer hereby authorizes the Administrator and the Indenture Trustee to file act as its agent and attorney-in-fact to execute any filing with the Commission, financing or continuation statementsstatement, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer). The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filing. (c) The Indenture or other instrument required by the Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments to such statements, are required to be filed pursuant to this Section 3.5 3.05, it being understood that the Trustee shall have no such obligation or (ii) duty to file any prepare such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do sodocuments.

Protection of Collateral. (a) The Issuer will (i) Upon the Lender’s reasonable request, the Borrowers shall from time to time execute and deliver all such supplements and amendments to this Indenture hereto and file or authorize the filing of all such UCC 1 financing statements and continuation statements and the equivalent thereof in any applicable foreign jurisdiction, if applicable, instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) shall take such other action, in each case action as may be necessary or advisable to secure the rights and remedies of the Lender hereunder (including, without limitation, following the Senior Facility Release Date, with respect to all Collateral over which control may be obtained within the meaning of Section 8-106 and 9-104 of the UCC, the Borrowers take all actions as may be requested from time to time by the Lender so that control of such Collateral is obtained and at all times held by the Lender) and to: (Aa) maintain grant security more effectively on all or any portion of the Collateral; (b) maintain, preserve and perfect any grant of security made or to be made by this Agreement including the second priority nature of the Lien granted hereunder while at all times prior to the Senior Facility Release Date and first priority security interest (and the priority of such security interest) of this Indenture interests thereafter or carry out more effectively the purposes of this Indenturehereof; (Bc) perfect, publish notice of or protect the validity of any Grant grant made or to be made by this IndentureAgreement (including any and all actions necessary as a result of changes in Law); (Cd) enforce any of the Collateral or other instruments or property included in the Collateral; or; (De) preserve and defend title to the Collateral and the rights therein of the Indenture Trustee and the Secured Parties Lender in the Collateral against the claims of all Persons.third parties other than Senior Lender; and (bf) The Issuer pay or cause to be paid any and all taxes levied or assessed upon all or any part of the Collateral. Each Borrower hereby authorizes the Administrator Lender to prepare and file financing statements with respect to the Indenture Trustee to file any financing or security interests granted hereby, continuation statementsstatements with respect thereto, and any amendments to such statements, in all jurisdictions and with all filing offices as are financing statements that may be necessary or advisable to preserve, maintain and protect continue to perfect the Lender’s interest of the Indenture Trustee in the Collateral. Each Borrower agrees that such Borrower shall not file a termination statement with respect to any financing statement filed by the Lender in connection with any security interest granted under this Agreement if the Lender reasonably objects to the filing of such termination statement, due to the continuing existence of any outstanding Obligations. Such financing and continuation statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrator Lender may determine in its sole discretion is necessary, advisable or the Indenture Trustee may reasonably determine prudent to ensure the perfection of the security interest of the Indenture Trustee in the Collateral (including granted herein, including, without limitation, describing the Collateral such property as “all assets, whether now owned or hereafter acquired” of or “all personal property, whether now owned or hereafter acquired”; provided that in each case at all times prior to the Issuer). The Administrator or the Indenture TrusteeSenior Facility Release Date, such description shall include language that explicitly excludes interests in Properties, other than Permitted Second Liens, as applicable, will deliver to such term is defined in the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filingSenior Loan Agreement. (c) The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments to such statements, are required to be filed pursuant to this Section 3.5 or (ii) to file any such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do so.