Common use of Protection of Indenture Collateral Clause in Contracts

Protection of Indenture 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 Swap Counterparties to be prior to all other liens in respect of the Indenture 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 Swap Counterparties, a first lien on and a first priority, perfected security interest in the Indenture Collateral. In connection therewith, pursuant to Section 2.07 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” (within the meaning of the UCC), not constituting part of chattel paper, evidencing any Loan which is part of the Indenture Collateral and all other portions of the Loan Files. The Indenture Trustee acknowledges and agrees that (i) it holds the Loan Assets delivered to it under the ACAS Transfer Agreement for the benefit of the Trust Depositor, (ii) it holds the Loan Assets delivered to it under the Transfer and Serving Agreement for the benefit of the Trust, and (iii) it holds the Indenture Collateral delivered to it pursuant to this Indenture for the benefit of the Noteholders and Swap Counterparties. The Indenture Trustee agrees to maintain continuous possession of such delivered instruments and the Loan Files 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 Indenture Collateral. The Issuer will from time to time execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, all as prepared by the Servicer and delivered to the Issuer, and will take such other action necessary or advisable to: (i) Grant more effectively all or any portion of the Indenture Collateral; (ii) maintain or preserve the lien and security interest (and the priority thereof) created by this Indenture or carry out more effectively the purposes hereof; (iii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (iv) enforce any of the Indenture Collateral; (v) preserve and defend title to the Indenture Collateral and the rights of the Indenture Trustee, the Noteholders and the Swap Counterparties in such Indenture Collateral against the claims of all persons and parties; and (vi) pay all taxes or assessments levied or assessed upon the Indenture Collateral when due. The Issuer hereby designates the 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. In no event shall the Indenture Trustee be responsible for filing or maintaining such financing statements, continuation statements or other instruments, unless it shall have become the Successor Servicer. (b) Except as otherwise provided in or permitted by the Transfer and Servicing Agreement or this Indenture, the Indenture Trustee shall not remove any portion of the Indenture Collateral 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 Section 3.07 (or from the jurisdiction in which it was held as described in the Opinion of Counsel delivered at the Closing Date pursuant to Section 3.07(a), if no Opinion of Counsel has yet been delivered pursuant to Section 3.07(b)) unless the Indenture 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 property will continue to be maintained after giving effect to such action or actions.

Protection of Indenture 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 Swap Counterparties Holders to be prior to all other liens in respect of the Indenture 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 Swap CounterpartiesHolders, a first lien on and a first priority, perfected security interest in the Indenture Collateral. In connection therewith, pursuant to Section 2.07 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” (within the meaning of the UCC), not constituting part of chattel paper, evidencing any Loan which is part of the Indenture Collateral and all other portions of the Loan FilesCollateral. The Indenture Trustee acknowledges and agrees that (i) it holds the Loan Assets delivered to it under the ACAS Transfer Agreement for the benefit of the Trust Depositor, (ii) it holds the Loan Assets delivered to it under the Transfer and Serving Agreement for the benefit of the Trust, and (iii) it holds the Indenture Collateral delivered to it pursuant to this Indenture for the benefit of the Noteholders and Swap CounterpartiesHolders. The Indenture Trustee agrees to maintain continuous possession of such delivered instruments and the Loan Files Indenture Collateral 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, until the Indenture Trustee is otherwise authorized to release such instrument from the Indenture Collateral. The Issuer will from time to time prepare (or shall cause to be prepared), execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, all as prepared by the Servicer and delivered to the Issuer, and will take such other action necessary or advisable to: (i) Grant more effectively all or any portion of the Indenture Collateral; (ii) maintain or preserve the lien and security interest (and the priority thereof) created by of this Indenture or carry out more effectively the purposes hereof; (iiiii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (iviii) enforce any rights of the Issuer under the Indenture Collateral;Collateral to the extent commercially reasonable; or (viv) preserve and defend title to the Indenture Collateral and the rights of the Indenture Trustee, the Noteholders Trustee and the Swap Counterparties Holders in such Indenture Collateral against the claims of all persons other Persons and parties; and (vi) pay all taxes or assessments levied or assessed upon the Indenture Collateral when due. The Issuer hereby designates the 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. In no event shall the Indenture Trustee be responsible for filing or maintaining such financing statements, continuation statements or other instruments, unless it shall have become the Successor Servicer. (b) Except as otherwise provided in or permitted by the Transfer and Servicing Agreement or this Indenture, the Indenture Trustee shall not remove any portion of the Indenture Collateral 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 Section 3.07 (or from the jurisdiction in which it was held as described in the Opinion of Counsel delivered at the Closing Date pursuant to Section 3.07(a), if no Opinion of Counsel has yet been delivered pursuant to Section 3.07(b)) unless the Indenture 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 property will continue to be maintained after giving effect to such action or actions. The Issuer designates the Indenture Trustee its agent and attorney–in–fact to execute any financing statement, continuation statement or other instrument required to be executed pursuant to this Section 3.06.

Protection of Indenture 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 Swap the Hedge Counterparties to be prior to all other liens in respect of the Indenture Collateral, and the Issuer shall take or shall cause the Servicer to take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders and Swap the Hedge Counterparties, a first lien on and a first priority, perfected security interest in the Indenture Collateral. In connection therewith, pursuant to Section 2.07 2.06 of the Transfer 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” (within the meaning of the UCC), not constituting part of chattel paper, evidencing any Loan which is part of the Indenture Collateral and all other portions of the Loan Files. The Indenture Trustee acknowledges and agrees that (i) it holds the Loan Assets delivered to it under the ACAS Transfer Sale Agreement for the benefit of the Trust Depositor, (ii) it holds the Loan Assets delivered to it under the Transfer Sale and Serving Servicing Agreement for the benefit of the Trust, and (iii) it holds the Indenture Collateral delivered to it pursuant to this Indenture for the benefit of the Noteholders and Swap the Hedge Counterparties. The Indenture Trustee agrees to maintain continuous possession of such delivered instruments and the Loan Files 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 Sale and Servicing Agreement, the Indenture Trustee is otherwise authorized to release such instrument from the Indenture Collateral. The Issuer Servicer, on behalf of the Issuer, will from time to time prepare (or shall cause to be prepared), execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, all as prepared by the Servicer and delivered to the Issuer, and will take such other action necessary or advisable to: (i) Grant more effectively all or any portion of the Indenture Collateral; (ii) maintain or preserve the lien and security interest (and the priority thereof) created by of this Indenture or carry out more effectively the purposes hereof; (iiiii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (iviii) enforce any of the Indenture Collateral;Loans transferred to the Issuer as and to the extent commercially reasonable; or (viv) preserve and defend title to the Indenture Collateral and the rights of the Indenture Trustee, the Noteholders and the Swap Hedge Counterparties in such Indenture Collateral against the claims of all persons and parties; and (vi) pay all taxes or assessments levied or assessed upon the Indenture Collateral when due. The Issuer hereby designates the 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. In no event shall the Indenture Trustee be responsible for filing or maintaining such financing statements, continuation statements or other instruments, unless it shall have become the Successor Servicer. (b) Except as otherwise provided in or permitted by the Transfer Sale and Servicing Agreement or this Indenture, the Indenture Trustee shall not remove any portion of the Indenture Collateral 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 Section 3.07 (or from the jurisdiction in which it was held as described in the Opinion of Counsel delivered at the Closing Date pursuant to Section subsection 3.07(a), if no Opinion of Counsel has yet been delivered pursuant to Section subsection 3.07(b)) unless the Indenture 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 property will continue to be maintained after giving effect to such action or actions. The Issuer hereby designates the Indenture Trustee its agent and attorney–in–fact to execute any financing statement, continuation statement or other instrument required to be executed pursuant to this Section 3.06.

Protection of Indenture 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 Swap Counterparties to be prior to all other liens in respect of the Indenture 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 Swap Counterparties, a first lien on and a first priority, perfected security interest in the Indenture Collateral. In connection therewith, pursuant to Section 2.07 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” (within the meaning of the UCC), not constituting part of chattel paper, evidencing any Loan which is part of the Indenture Collateral and all other portions of the Loan Files. The Indenture Trustee acknowledges and agrees that (i) it holds the Loan Assets delivered to it under the ACAS Transfer Agreement for the benefit of the Trust Depositor, (ii) it holds the Loan Assets delivered to it under the Transfer and Serving Agreement for the benefit of the Trust, and (iii) it holds the Indenture Collateral delivered to it pursuant to this Indenture for the benefit of the Noteholders and Swap Counterparties. The Indenture Trustee agrees to maintain continuous possession of such delivered instruments and the Loan Files 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 Indenture Collateral. The Issuer will from time to time execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, all as prepared by the Servicer and delivered to the Issuer, and will take such other action necessary or advisable to: (i) Grant grant more effectively all or any portion of the Indenture Collateral; (ii) maintain or preserve the lien and security interest (and the priority thereof) created by this Indenture or carry out more effectively the purposes hereof; (iii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (iv) enforce any of the Indenture Collateral; (v) preserve and defend title to the Indenture Collateral and the rights of the Indenture Trustee, the Noteholders and the Swap Counterparties in such Indenture Collateral against the claims of all persons and parties; and (vi) pay all taxes or assessments levied or assessed upon the Indenture Collateral when due. The Issuer hereby designates the 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. In no event shall the Indenture Trustee be responsible for filing or maintaining such financing statements, continuation statements or other instruments, unless it shall have become the Successor Servicer. (b) Except as otherwise provided in or permitted by the Transfer and Servicing Agreement or this Indenture, the Indenture Trustee shall not remove any portion of the Indenture Collateral 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 Section 3.07 (or from the jurisdiction in which it was held as described in the Opinion of Counsel delivered at the Closing Date pursuant to Section subsection 3.07(a), if no Opinion of Counsel has yet been delivered pursuant to Section subsection 3.07(b)) unless the Indenture 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 property will continue to be maintained after giving effect to such action or actions.

Protection of Indenture 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 Swap Counterparties to be prior to all other liens in respect of the Indenture CollateralCollateral other than Permitted Liens, and the Issuer shall take or shall cause the Servicer to take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders and Swap CounterpartiesNoteholders, a first lien on and a first priority, perfected security interest in the Indenture Collateral, subject to any Permitted Liens with respect thereto. In connection therewith, pursuant to Section 2.07 2.08 of the Transfer 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” (within the meaning of the UCC), not constituting part of chattel paper, evidencing any Loan which is part of the Indenture Collateral and all other portions of the Loan Files. The Indenture Trustee acknowledges and agrees that (i) it holds the Loan Assets delivered to it under the ACAS Transfer Sale and Contribution Agreement for the benefit of the Trust Depositor, (ii) it holds the Loan Assets delivered to it under the Transfer Sale and Serving Servicing Agreement for the benefit of the TrustIssuer, and (iii) it holds the Indenture Collateral delivered to it pursuant to this Indenture for the benefit of the Noteholders and Swap CounterpartiesNoteholders. The Indenture Trustee agrees to maintain continuous possession of such delivered instruments and the Loan Files 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 Sale and Servicing Agreement, the Indenture Trustee is otherwise authorized to release such instrument from the Indenture Collateral. The Issuer will or will cause the Servicer from time to time to prepare (or shall cause to be prepared), execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, all as prepared by the Servicer and delivered to the Issuer, and will take such other action necessary or advisable to: (i) Grant more effectively all or any portion of the Indenture Collateral; (ii) maintain or preserve the lien and security interest (and the priority thereof) created by of this Indenture or carry out more effectively the purposes hereof; (iiiii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (iviii) enforce any of the Indenture Collateral;Loans transferred to the Issuer as and to the extent commercially reasonable and in accordance with the Sale and Servicing Agreement; or (viv) preserve and defend title to the Indenture Collateral and the rights of the Indenture Trustee, Trustee and the Noteholders and the Swap Counterparties in such Indenture Collateral against the claims of all persons and parties; and (vi) pay all taxes or assessments levied or assessed upon the Indenture Collateral when due. The Issuer hereby designates the 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. In no event shall the Indenture Trustee be responsible for filing or maintaining such financing statements, continuation statements or other instruments, unless it shall have become the Successor Servicer. (b) Except as otherwise provided in or permitted by the Transfer Sale and Servicing Agreement or this Indenture, the Indenture Trustee shall not remove any portion of the Indenture Collateral held by it 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 Section 3.07 (or from the jurisdiction in which it was held as described in the Opinion of Counsel delivered at the Closing Date pursuant to Section 3.07(a), if no Opinion of Counsel has yet been delivered pursuant to Section 3.07(b)) unless the Indenture 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 property will continue to be maintained after giving effect to such action or actions. The Issuer hereby designates the Trustee its agent and attorney-in-fact to execute any financing statement, continuation statement or other instrument required to be executed pursuant to this Section 3.06.

Protection of Indenture 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 Swap the Hedge Counterparties to be prior to all other liens in respect of the Indenture Collateral, and the Issuer shall take or shall cause the Servicer to take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders and Swap the Hedge Counterparties, a first lien on and a first priority, perfected security interest in the Indenture Collateral. In connection therewith, pursuant to Section 2.07 2.06 of the Transfer 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” " (within the meaning of the UCC), not constituting part of chattel paper, evidencing any Loan which is part of the Indenture Collateral and all other portions of the Loan Files. The Indenture Trustee acknowledges and agrees that (i) it holds the Loan Assets delivered to it under the ACAS Transfer Sale Agreement for the benefit of the Trust Depositor, (ii) it holds the Loan Assets delivered to it under the Transfer Sale and Serving Servicing Agreement for the benefit of the Trust, and (iii) it holds the Indenture Collateral delivered to it pursuant to this Indenture for the benefit of the Noteholders and Swap the Hedge Counterparties. The Indenture Trustee agrees to maintain continuous possession of such delivered instruments and the Loan Files 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 Sale and Servicing Agreement, the Indenture Trustee is otherwise authorized to release such instrument from the Indenture Collateral. The Issuer Servicer, on behalf of the Issuer, will from time to time prepare (or shall cause to be prepared), execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, all as prepared by the Servicer and delivered to the Issuer, and will take such other action necessary or advisable to: (i) Grant more effectively all or any portion of the Indenture Collateral; (ii) maintain or preserve the lien and security interest (and the priority thereof) created by of this Indenture or carry out more effectively the purposes hereof; (iiiii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (iviii) enforce any of the Indenture Collateral;Loans transferred to the Issuer as and to the extent commercially reasonable; or (viv) preserve and defend title to the Indenture Collateral and the rights of the Indenture Trustee, the Noteholders and the Swap Hedge Counterparties in such Indenture Collateral against the claims of all persons and parties; and (vi) pay all taxes or assessments levied or assessed upon the Indenture Collateral when due. The Issuer hereby designates the 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. In no event shall the Indenture Trustee be responsible for filing or maintaining such financing statements, continuation statements or other instruments, unless it shall have become the Successor Servicer. (b) Except as otherwise provided in or permitted by the Transfer Sale and Servicing Agreement or this Indenture, the Indenture Trustee shall not remove any portion of the Indenture Collateral 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 Section 3.07 (or from the jurisdiction in which it was held as described in the Opinion of Counsel delivered at the Closing Date pursuant to Section subsection 3.07(a), if no Opinion of Counsel has yet been delivered pursuant to Section subsection 3.07(b)) unless the Indenture 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 property will continue to be maintained after giving effect to such action or actions. The Issuer hereby designates the Indenture Trustee its agent and attorney-in-fact to execute any financing statement, continuation statement or other instrument required to be executed pursuant to this Section 3.06.

Protection of Indenture 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 Swap Counterparties to be prior to all other liens in respect of the Indenture 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 Swap Counterparties, a first lien on and a first priority, perfected security interest in the Indenture Collateral. In connection therewith, pursuant to Section 2.07 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” (within the meaning of the UCC), not constituting part of chattel paper, evidencing any Loan which is part of the Indenture Collateral and all other portions of the Loan Files. The Indenture Trustee acknowledges and agrees that (i) it holds the Loan Assets delivered to it under the ACAS Transfer Agreement for the benefit of the Trust Depositor, (ii) it holds the Loan Assets delivered to it under the Transfer and Serving Agreement for the benefit of the Trust, and (iii) it holds the Indenture Collateral delivered to it pursuant to this Indenture for the benefit of the Noteholders and Swap Counterparties. The Indenture Trustee agrees to maintain continuous possession of such delivered instruments and the Loan Files 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 Indenture Collateral. The Issuer will from time to time execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, all as prepared by the Servicer and delivered to the Issuer, and will take such other action necessary or advisable to: (i) Grant grant more effectively all or any portion of the Indenture Collateral; (ii) maintain or preserve the lien and security interest (and the priority thereof) created by this Indenture or carry out more effectively the purposes hereof; (iii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (iv) enforce any of the Indenture Collateral; (v) preserve and defend title to the Indenture Collateral and the rights of the Indenture Trustee, the Noteholders and the Swap Counterparties in such Indenture Collateral against the claims of all persons and parties; and (vi) pay all taxes or assessments levied or assessed upon the Indenture Collateral when due. The Issuer hereby designates the 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. In no event shall the Indenture Trustee be responsible for filing or maintaining such financing statements, continuation statements or other instruments, unless it shall have become the Successor Servicer. (b) Except as otherwise provided in or permitted by the Transfer and Servicing Agreement or this Indenture, the Indenture Trustee shall not remove any portion of the Indenture Collateral 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 Section 3.07 (or from the jurisdiction in which it was held as described in the Opinion of Counsel delivered at the Closing Date pursuant to Section subsection 3.07(a), if no Opinion of Counsel has yet been delivered pursuant to Section subsection 3.07(b)) unless the Indenture 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 property will continue to be maintained after giving effect to such action or actions.

Protection of Indenture 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 Swap Counterparties to be prior to all other liens in respect of the Indenture CollateralCollateral other than Permitted Liens, and the Issuer shall take or shall cause the Servicer to take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders and Swap CounterpartiesNoteholders, a first lien on and a first priority, perfected security interest in the Indenture Collateral, subject to any Permitted Liens with respect thereto. In connection therewith, pursuant to Section 2.07 2.09 of the Transfer Sale and Servicing Agreement, the Issuer shall cause to be delivered into the possession of the Indenture Trustee (or to the Custodian on behalf of the Trustee) as pledgee hereunder, indorsed in blank, any “instruments” (within the meaning of the UCC), not constituting part of chattel paper, evidencing any Loan which is part of the Indenture Collateral and all other portions of the Loan Files. The Indenture Trustee acknowledges and agrees that (i) it holds the Loan Assets delivered to it (or to the Custodian) (i) under the ACAS Transfer Sale and Contribution Agreement for the benefit of the Trust Depositor, and (ii) it holds the Loan Assets delivered to it under the Transfer Sale and Serving Servicing Agreement for the benefit of the TrustIssuer, and (iii) that it holds the Indenture Collateral delivered to it (or the Custodian) pursuant to this Indenture for the benefit of the Noteholders and Swap CounterpartiesNoteholders. The Indenture Trustee (through the Custodian) agrees to maintain continuous possession of such delivered instruments and the Loan Files 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 Sale and Servicing Agreement, the Indenture Trustee is otherwise authorized to release such instrument from the Indenture Collateral. The Issuer will or will cause the Servicer from time to time to prepare (or shall cause to be prepared), execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, all as prepared by the Servicer and delivered to the Issuer, and will take such other action necessary or advisable to: (i) Grant more effectively all or any portion of the Indenture Collateral; (ii) maintain or preserve the lien and security interest (and the priority thereof) created by of this Indenture or carry out more effectively the purposes hereof; (iiiii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (iviii) enforce any of the Indenture Collateral;Loans transferred to the Issuer as and to the extent commercially reasonable and in accordance with the Sale and Servicing Agreement; or (viv) preserve and defend title to the Indenture Collateral and the rights of the Indenture Trustee, Trustee and the Noteholders and the Swap Counterparties in such Indenture Collateral against the claims of all persons and parties; and (vi) pay all taxes or assessments levied or assessed upon the Indenture Collateral when due. The Issuer hereby designates the 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. In no event shall the Indenture Trustee be responsible for filing or maintaining such financing statements, continuation statements or other instruments, unless it shall have become the Successor Servicer. (b) Except as otherwise provided in or permitted by the Transfer Sale and Servicing Agreement or this Indenture, the Indenture Trustee shall not remove any portion of the Indenture Collateral held by it 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 Section 3.07 (or from the jurisdiction in which it was held as described in the Opinion of Counsel delivered at the Closing Date pursuant to Section 3.07(a), if no Opinion of Counsel has yet been delivered pursuant to Section 3.07(b)) unless the Indenture 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 property will continue to be maintained after giving effect to such action or actions. The Issuer hereby designates the Trustee its agent and attorney-in-fact to execute any financing statement, continuation statement or other instrument required to be executed pursuant to this Section 3.06; provided that such designation shall not impose upon the Trustee any of the Issuer’s or Servicer’s obligations under this Indenture or the Sale and Servicing Agreement.

Protection of Indenture 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 Swap Counterparties to be prior to all other liens in respect of the Indenture CollateralCollateral other than Permitted Liens, and the Issuer shall take or shall cause the Servicer to take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders and Swap CounterpartiesNoteholders, a first lien on and a first priority, perfected security interest in the Indenture Collateral, subject to any Permitted Liens with respect thereto. In connection therewith, pursuant to Section 2.07 2.09 of the Transfer Sale and Servicing Agreement, the Issuer shall cause to be delivered into the possession of the Indenture Trustee (or to the Custodian on behalf of the Trustee) as pledgee hereunder, indorsed in blank, any “instruments” (within the meaning of the UCC), not constituting part of chattel paper, evidencing any Loan which is part of the Indenture Collateral and all other portions of the Loan Files. The Indenture Trustee acknowledges and agrees that (i) it holds the Loan Assets delivered to it (or to the Custodian) under the ACAS Transfer Sale and Contribution Agreement for the benefit of the Trust Depositor, (ii) it holds the Loan Assets delivered to it (or to the Custodian) under the Transfer Sale and Serving Servicing Agreement for the benefit of the TrustIssuer, and (iii) it holds the Indenture Collateral delivered to it pursuant to this Indenture for the benefit of the Noteholders and Swap CounterpartiesNoteholders. The Indenture Trustee agrees to maintain continuous possession of such delivered instruments and the Loan Files (directly or via the Custodian on its behalf) 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 Sale and Servicing Agreement, the Indenture Trustee is otherwise authorized to release such instrument from the Indenture Collateral. The Issuer will or will cause the Servicer from time to time to prepare (or shall cause to be prepared), execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, all as prepared by the Servicer and delivered to the Issuer, and will take such other action necessary or advisable to: (i) Grant more effectively all or any portion of the Indenture Collateral; (ii) maintain or preserve the lien and security interest (and the priority thereof) created by of this Indenture or carry out more effectively the purposes hereof; (iiiii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (iviii) enforce any of the Indenture Collateral;Loans transferred to the Issuer as and to the extent commercially reasonable and in accordance with the Sale and Servicing Agreement; or (viv) preserve and defend title to the Indenture Collateral and the rights of the Indenture Trustee, Trustee and the Noteholders and the Swap Counterparties in such Indenture Collateral against the claims of all persons and parties; and (vi) pay all taxes or assessments levied or assessed upon the Indenture Collateral when due. The Issuer hereby designates the 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. In no event shall the Indenture Trustee be responsible for filing or maintaining such financing statements, continuation statements or other instruments, unless it shall have become the Successor Servicer. (b) Except as otherwise provided in or permitted by the Transfer Sale and Servicing Agreement or this Indenture, the Indenture Trustee shall not remove any portion of the Indenture Collateral held by it 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 Section 3.07 (or from the jurisdiction in which it was held as described in the Opinion of Counsel delivered at the Closing Date pursuant to Section 3.07(a), if no Opinion of Counsel has yet been delivered pursuant to Section 3.07(b)) unless the Indenture 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 property will continue to be maintained after giving effect to such action or actions. The Issuer hereby designates the Trustee its agent and attorney-in-fact to execute any financing statement, continuation statement or other instrument required to be executed pursuant to this Section 3.06, provided however, that the Trustee shall not be obligated to execute or authorize such instruments except at the written direction of the Issuer.

Protection of Indenture 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 Swap Counterparties to be prior to all other liens in respect of the Indenture Collateral, and the Issuer shall take or shall cause the Servicer to take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders and Swap CounterpartiesNoteholders, a first lien on and a first priority, perfected security interest in the Indenture Collateral. In connection therewith, pursuant to Section 2.07 2.08 of the Transfer 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” (within the meaning of the UCC), not constituting part of chattel paper, evidencing any Loan which is part of the Indenture Collateral and all other portions of the Loan Files. The Indenture Trustee acknowledges and agrees that (i) it holds the Loan Assets delivered to it under the ACAS Transfer Loan Sale Agreement for the benefit of the Trust Depositor, (ii) it holds the Loan Assets delivered to it under the Transfer Sale and Serving Servicing Agreement for the benefit of the TrustIssuer, and (iii) it holds the Indenture Collateral delivered to it pursuant to this Indenture for the benefit of the Noteholders and Swap CounterpartiesNoteholders. The Indenture Trustee agrees to maintain continuous possession of such delivered instruments and the Loan Files 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 Sale and Servicing Agreement, the Indenture Trustee is otherwise authorized to release such instrument from the Indenture Collateral. The Issuer will or will cause the Servicer from time to time to prepare (or shall cause to be prepared), execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, all as prepared by the Servicer and delivered to the Issuer, and will take such other action necessary or advisable to: (i) Grant more effectively all or any portion of the Indenture Collateral; (ii) maintain or preserve the lien and security interest (and the priority thereof) created by of this Indenture or carry out more effectively the purposes hereof; (iiiii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (iviii) enforce any of the Indenture Collateral;Loans transferred to the Issuer as and to the extent commercially reasonable and in accordance with the Sale and Servicing Agreement; or (viv) preserve and defend title to the Indenture Collateral and the rights of the Indenture Trustee, Trustee and the Noteholders and the Swap Counterparties in such Indenture Collateral against the claims of all persons and parties; and (vi) pay all taxes or assessments levied or assessed upon the Indenture Collateral when due. The Issuer hereby designates the 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. In no event shall the Indenture Trustee be responsible for filing or maintaining such financing statements, continuation statements or other instruments, unless it shall have become the Successor Servicer. (b) Except as otherwise provided in or permitted by the Transfer Sale and Servicing Agreement or this Indenture, the Indenture Trustee shall not remove any portion of the Indenture Collateral held by it 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 Section 3.07 (or from the jurisdiction in which it was held as described in the Opinion of Counsel delivered at the Closing Date pursuant to Section 3.07(a), if no Opinion of Counsel has yet been delivered pursuant to Section 3.07(b)) unless the Indenture 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 property will continue to be maintained after giving effect to such action or actions. The Issuer hereby designates the Indenture Trustee its agent and attorney-in-fact to execute any financing statement, continuation statement or other instrument required to be executed pursuant to this Section 3.06.

Protection of Indenture 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 Swap Counterparties to be prior to all other liens in respect of the Indenture Collateral, and the Issuer shall take or shall cause the Servicer to take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders and Swap CounterpartiesNoteholders, a first lien on and a first priority, perfected security interest in the Indenture Collateral. In connection therewith, pursuant to Section 2.07 2.08 of the Transfer 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” (within the meaning of the UCC), not constituting part of chattel paper, evidencing any Loan which is part of the Indenture Collateral and all other portions of the Loan Files. The Indenture Trustee acknowledges and agrees that (i) it holds the Loan Assets delivered to it under the ACAS Transfer Loan Sale Agreement for the benefit of the Trust Depositor, (ii) it holds the Loan Assets delivered to it under the Transfer Sale and Serving Servicing Agreement for the benefit of the TrustIssuer, and (iii) it holds the Indenture Collateral delivered to it pursuant to this Indenture for the benefit of the Noteholders and Swap CounterpartiesNoteholders. The Indenture Trustee agrees to maintain continuous possession of such delivered instruments and the Loan Files 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 Sale and Servicing Agreement, the Indenture Trustee is otherwise authorized to release such instrument from the Indenture Collateral. The Issuer will or will cause the Servicer from time to time to prepare (or shall cause to be prepared), execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, all as prepared by the Servicer and delivered to the Issuer, and will take such other action necessary or advisable to: (i) Grant more effectively all or any portion of the Indenture Collateral; (ii) maintain or preserve the lien and security interest (and the priority thereof) created by of this Indenture or carry out more effectively the purposes hereof; (iiiii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (iviii) enforce any of the Indenture Collateral;Loans transferred to the Issuer as and to the extent commercially reasonable and in accordance with the Sale and Servicing Agreement ; or (viv) preserve and defend title to the Indenture Collateral and the rights of the Indenture Trustee, Trustee and the Noteholders and the Swap Counterparties in such Indenture Collateral against the claims of all persons and parties; and (vi) pay all taxes or assessments levied or assessed upon the Indenture Collateral when due. The Issuer hereby designates the 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. In no event shall the Indenture Trustee be responsible for filing or maintaining such financing statements, continuation statements or other instruments, unless it shall have become the Successor Servicer. (b) Except as otherwise provided in or permitted by the Transfer Sale and Servicing Agreement or this Indenture, the Indenture Trustee shall not remove any portion of the Indenture Collateral held by it 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 Section 3.07 (or from the jurisdiction in which it was held as described in the Opinion of Counsel delivered at the Closing Date pursuant to Section 3.07(a), if no Opinion of Counsel has yet been delivered pursuant to Section 3.07(b)) unless the Indenture 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 property will continue to be maintained after giving effect to such action or actions. The Issuer hereby designates the Trustee its agent and attorney–in–fact to execute any financing statement, continuation statement or other instrument required to be executed pursuant to this Section 3.06.

Protection of Indenture 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 Counterparties to be prior to all other liens in respect of the Indenture Collateral, and the Issuer shall take or shall cause the Servicer to take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders and the Swap Counterparties, a first lien on and a first priority, perfected security interest in the Indenture Collateral. In connection therewith, pursuant to Section 2.07 2.06 of the Transfer 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” " (within the meaning of the UCC), not constituting part of chattel paper, evidencing any Loan which is part of the Indenture Collateral and all other portions of the Loan Files. The Indenture Trustee acknowledges and agrees that (i) it holds the Loan Assets delivered to it under the ACAS Transfer Sale Agreement for the benefit of the Trust Depositor, (ii) it holds the Loan Assets delivered to it under the Transfer Sale and Serving Servicing Agreement for the benefit of the Trust, and (iii) it holds the Indenture Collateral delivered to it pursuant to this Indenture for the benefit of the Noteholders and the Swap Counterparties. The Indenture Trustee agrees to maintain continuous possession of such delivered instruments and the Loan Files 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 Sale and Servicing Agreement, the Indenture Trustee is otherwise authorized to release such instrument from the Indenture Collateral. The Issuer Servicer, on behalf of the Issuer, will from time to time prepare (or shall cause to be prepared), execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, all as prepared by the Servicer and delivered to the Issuer, and will take such other action necessary or advisable to: (i) Grant more effectively all or any portion of the Indenture Collateral; (ii) maintain or preserve the lien and security interest (and the priority thereof) created by of this Indenture or carry out more effectively the purposes hereof; (iiiii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (iviii) enforce any of the Indenture Collateral;Loans transferred to the Issuer as and to the extent commercially reasonable; or (viv) preserve and defend title to the Indenture Collateral and the rights of the Indenture Trustee, the Noteholders and the Swap Counterparties in such Indenture Collateral against the claims of all persons and parties; and (vi) pay all taxes or assessments levied or assessed upon the Indenture Collateral when due. The Issuer hereby designates the 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. In no event shall the Indenture Trustee be responsible for filing or maintaining such financing statements, continuation statements or other instruments, unless it shall have become the Successor Servicer. (b) Except as otherwise provided in or permitted by the Transfer Sale and Servicing Agreement or this Indenture, the Indenture Trustee shall not remove any portion of the Indenture Collateral 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 Section 3.07 (or from the jurisdiction in which it was held as described in the Opinion of Counsel delivered at the Closing Date pursuant to Section subsection 3.07(a), if no Opinion of Counsel has yet been delivered pursuant to Section subsection 3.07(b)) unless the Indenture 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 property will continue to be maintained after giving effect to such action or actions. The Issuer hereby designates the Indenture Trustee its agent and attorney-in-fact to execute any financing statement, continuation statement or other instrument required to be executed pursuant to this Section 3.06.

Protection of Indenture 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 Swap Counterparties to be prior to all other liens in respect of the Indenture CollateralCollateral other than Permitted Liens, and the Issuer shall take or shall cause the Servicer to take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders and Swap CounterpartiesNoteholders, a first lien on and a first priority, perfected security interest in the Indenture Collateral, subject to any Permitted Liens with respect thereto. In connection therewith, pursuant to Section 2.07 2.08 of the Transfer 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” (within the meaning of the UCC), not constituting part of chattel paper, evidencing any Loan which is part of the Indenture Collateral and all other portions of the Loan Files. The Indenture Trustee acknowledges and agrees that (i) it holds the Loan Assets delivered to it under the ACAS Transfer Loan Sale Agreement for the benefit of the Trust Depositor, (ii) it holds the Loan Assets and Equity Securities delivered to it under the Transfer Sale and Serving Servicing Agreement for the benefit of the TrustIssuer, and (iii) it holds the Indenture Collateral delivered to it pursuant to this Indenture for the benefit of the Noteholders and Swap CounterpartiesNoteholders. The Indenture Trustee agrees to maintain continuous possession of such delivered instruments and the Loan Files 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 Sale and Servicing Agreement, the Indenture Trustee is otherwise authorized to release such instrument from the Indenture Collateral. The Issuer will or will cause the Servicer from time to time to prepare (or shall cause to be prepared), execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, all as prepared by the Servicer and delivered to the Issuer, and will take such other action necessary or advisable to: (i) Grant more effectively all or any portion of the Indenture Collateral; (ii) maintain or preserve the lien and security interest (and the priority thereof) created by of this Indenture or carry out more effectively the purposes hereof; (iiiii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (iviii) enforce any of the Indenture Collateral;Loans transferred to the Issuer as and to the extent commercially reasonable and in accordance with the Sale and Servicing Agreement; or (viv) preserve and defend title to the Indenture Collateral and the rights of the Indenture Trustee, Trustee and the Noteholders and the Swap Counterparties in such Indenture Collateral against the claims of all persons and parties; and (vi) pay all taxes or assessments levied or assessed upon the Indenture Collateral when due. The Issuer hereby designates the 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. In no event shall the Indenture Trustee be responsible for filing or maintaining such financing statements, continuation statements or other instruments, unless it shall have become the Successor Servicer. (b) Except as otherwise provided in or permitted by the Transfer Sale and Servicing Agreement or this Indenture, the Indenture Trustee shall not remove any portion of the Indenture Collateral held by it 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 Section 3.07 (or from the jurisdiction in which it was held as described in the Opinion of Counsel delivered at the Closing Date pursuant to Section 3.07(a), if no Opinion of Counsel has yet been delivered pursuant to Section 3.07(b)) unless the Indenture 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 property will continue to be maintained after giving effect to such action or actions. The Issuer hereby designates the Trustee its agent and attorney-in-fact to execute any financing statement, continuation statement or other instrument required to be executed pursuant to this Section 3.06.

Protection of Indenture 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 Swap the Hedge Counterparties to be prior to all other liens in respect of the Indenture Collateral, and the Issuer shall take or shall cause the Servicer to take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders and Swap the Hedge Counterparties, a first lien on and a first priority, perfected security interest in the Indenture Collateral. In connection therewith, pursuant to Section 2.07 of the Transfer 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” (within the meaning of the UCC), not constituting part of chattel paper, evidencing any Loan which is part of the Indenture Collateral and all other portions of the Loan Files. The Indenture Trustee acknowledges and agrees that (i) it holds the Loan Assets delivered to it under the ACAS Transfer Loan Sale Agreement for the benefit of the Trust Depositor, (ii) it holds the Loan Assets delivered to it under the Transfer Sale and Serving Servicing Agreement for the benefit of the TrustIssuer, and (iii) it holds the Indenture Collateral delivered to it pursuant to this Indenture for the benefit of the Noteholders and Swap the Hedge Counterparties. The Indenture Trustee agrees to maintain continuous possession of such delivered instruments and the Loan Files 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 Sale and Servicing Agreement, the Indenture Trustee is otherwise authorized to release such instrument from the Indenture Collateral. The Issuer Servicer, on behalf of the Issuer, will from time to time prepare (or shall cause to be prepared), execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, all as prepared by the Servicer and delivered to the Issuer, and will take such other action necessary or advisable to: (i) Grant more effectively all or any portion of the Indenture Collateral; (ii) maintain or preserve the lien and security interest (and the priority thereof) created by of this Indenture or carry out more effectively the purposes hereof; (iiiii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (iviii) enforce any of the Indenture Collateral;Loans transferred to the Issuer as and to the extent commercially reasonable and in accordance with the Sale and Servicing Agreement; or (viv) preserve and defend title to the Indenture Collateral and the rights of the Indenture Trustee, the Noteholders and the Swap Hedge Counterparties in such Indenture Collateral against the claims of all persons and parties; and (vi) pay all taxes or assessments levied or assessed upon the Indenture Collateral when due. The Issuer hereby designates the 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. In no event shall the Indenture Trustee be responsible for filing or maintaining such financing statements, continuation statements or other instruments, unless it shall have become the Successor Servicer. (b) Except as otherwise provided in or permitted by the Transfer Sale and Servicing Agreement or this Indenture, the Indenture Trustee shall not remove any portion of the Indenture Collateral held by it 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 Section 3.07 (or from the jurisdiction in which it was held as described in the Opinion of Counsel delivered at the Closing Date pursuant to Section 3.07(a), if no Opinion of Counsel has yet been delivered pursuant to Section 3.07(b)) unless the Indenture 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 property will continue to be maintained after giving effect to such action or actions. The Issuer hereby designates the Indenture Trustee its agent and attorney-in-fact to execute any financing statement, continuation statement or other instrument required to be executed pursuant to this Section 3.06.

Protection of Indenture 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 Swap the Hedge Counterparties to be prior to all other liens in respect of the Indenture Collateral, and the Issuer shall take or shall cause the Servicer to take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders and Swap the Hedge Counterparties, a first lien on and a first priority, perfected security interest in the Indenture Collateral. In connection therewith, pursuant to Section 2.07 2.06 of the Transfer 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” " (within the meaning of the UCC), not constituting part of chattel paper, evidencing any Loan which is part of the Indenture Collateral and all other portions of the Loan Files. The Indenture Trustee acknowledges and agrees that (i) it holds the Loan Assets delivered to it under the ACAS Transfer Sale Agreement for the benefit of the Trust Depositor, (ii) it holds the Loan Assets delivered to it under the Transfer Sale and Serving Servicing Agreement for the benefit of the Trust, and (iii) it holds the Indenture Collateral delivered to it pursuant to this Indenture for the benefit of the Noteholders and Swap the Hedge Counterparties. The Indenture Trustee agrees to maintain continuous possession of such delivered instruments and the Loan Files 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 Sale and Servicing Agreement, the Indenture Trustee is otherwise authorized to release such instrument from the Indenture Collateral. The Issuer Servicer, on behalf of the Issuer, will from time to time prepare (or shall cause to be prepared), execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, all as prepared by the Servicer and delivered to the Issuer, and will take such other action necessary or advisable to: (i) Grant more effectively all or any portion of the Indenture Collateral; (ii) maintain or preserve the lien and security interest (and the priority thereof) created by of this Indenture or carry out more effectively the purposes hereof; (iiiii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (iviii) enforce any of the Indenture Collateral;Loans transferred to the Issuer as and to the extent commercially reasonable; or (viv) preserve and defend title to the Indenture Collateral and the rights of the Indenture Trustee, the Noteholders and the Swap Hedge Counterparties in such Indenture Collateral against the claims of all persons and parties; and (vi) pay all taxes or assessments levied or assessed upon the Indenture Collateral when due. The Issuer hereby designates the 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. In no event shall the Indenture Trustee be responsible for filing or maintaining such financing statements, continuation statements or other instruments, unless it shall have become the Successor Servicer. (b) Except as otherwise provided in or permitted by the Transfer Sale and Servicing Agreement or this Indenture, the Indenture Trustee shall not remove any portion of the Indenture Collateral 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 Section 3.07 (or from the jurisdiction in which it was held as described in the Opinion of Counsel delivered at the Closing Date pursuant to Section subsection 3.07(a), if no Opinion of Counsel has yet been delivered pursuant to Section subsection 3.07(b)) unless the Indenture 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 property will continue to be maintained after giving effect to such action or actions. The Issuer hereby designates the Indenture Trustee its agent and attorney -in-fact to execute any financing statement, continuation statement or other instrument required to be executed pursuant to this Section 3.06.

Protection of Indenture 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 Swap the Hedge Counterparties to be prior to all other liens in respect of the Indenture Collateral, and the Issuer shall take or shall cause the Servicer to take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders and Swap the Hedge Counterparties, a first lien on and a first priority, perfected security interest in the Indenture Collateral. In connection therewith, pursuant to Section 2.07 2.06 of the Transfer 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” (within the meaning of the UCC), not constituting part of chattel paper, evidencing any Loan which is part of the Indenture Collateral and all other portions of the Loan Files. The Indenture Trustee acknowledges and agrees that (i) it holds the Loan Assets delivered to it under the ACAS Transfer Sale Agreement for the benefit of the Trust Depositor, (ii) it holds the Loan Assets delivered to it under the Transfer Sale and Serving Servicing Agreement for the benefit of the Trust, and (iii) it holds the Indenture Collateral delivered to it pursuant to this Indenture for the benefit of the Noteholders and Swap the Hedge Counterparties. The Indenture Trustee agrees to maintain continuous possession of such delivered instruments and the Loan Files 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 Sale and Servicing Agreement, the Indenture Trustee is otherwise authorized to release such instrument from the Indenture Collateral. The Issuer Servicer, on behalf of the Issuer, will from time to time prepare (or shall cause to be prepared), execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, all as prepared by the Servicer and delivered to the Issuer, and will take such other action necessary or advisable to: (i) Grant more effectively all or any portion of the Indenture Collateral; (ii) maintain or preserve the lien and security interest (and the priority thereof) created by of this Indenture or carry out more effectively the purposes hereof; (iiiii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (iviii) enforce any of the Indenture Collateral;Loans transferred to the Issuer as and to the extent commercially reasonable; or (viv) preserve and defend title to the Indenture Collateral and the rights of the Indenture Trustee, the Noteholders and the Swap Hedge Counterparties in such Indenture Collateral against the claims of all persons and parties; and (vi) pay all taxes or assessments levied or assessed upon the Indenture Collateral when due. The Issuer hereby designates the 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. In no event shall the Indenture Trustee be responsible for filing or maintaining such financing statements, continuation statements or other instruments, unless it shall have become the Successor Servicer. (b) Except as otherwise provided in or permitted by the Transfer Sale and Servicing Agreement or this Indenture, the Indenture Trustee shall not remove any portion of the Indenture Collateral 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 Section 3.07 (or from the jurisdiction in which it was held as described in the Opinion of Counsel delivered at the Closing Date pursuant to Section subsection 3.07(a), if no Opinion of Counsel has yet been delivered pursuant to Section subsection 3.07(b)) unless the Indenture 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 property will continue to be maintained after giving effect to such action or actions. The Issuer hereby designates the Indenture Trustee its agent and attorney–in–fact to execute any financing statement, continuation statement or other instrument required to be executed pursuant to this Section 3.06.

Protection of Indenture 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 Swap Counterparties to be prior to all other liens in respect of the Indenture Collateral, and the Issuer shall take or shall cause the Servicer to take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders and Swap CounterpartiesNoteholders, a first lien on and a first priority, perfected security interest in the Indenture Collateral. In connection therewith, pursuant to Section 2.07 of the Transfer 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” (within the meaning of the UCC), not constituting part of chattel paper, evidencing any Loan which is part of the Indenture Collateral and all other portions of the Loan Files. The Indenture Trustee acknowledges and agrees that (i) it holds the Loan Assets delivered to it under the ACAS Transfer Loan Sale Agreement for the benefit of the Trust Depositor, (ii) it holds the Loan Assets delivered to it under the Transfer Sale and Serving Servicing Agreement for the benefit of the TrustIssuer, and (iii) it holds the Indenture Collateral delivered to it pursuant to this Indenture for the benefit of the Noteholders and Swap CounterpartiesNoteholders. The Indenture Trustee agrees to maintain continuous possession of such delivered instruments and the Loan Files 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 Sale and Servicing Agreement, the Indenture Trustee is otherwise authorized to release such instrument from the Indenture Collateral. The Issuer Servicer, on behalf of the Issuer, will from time to time prepare (or shall cause to be prepared), execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, all as prepared by the Servicer and delivered to the Issuer, and will take such other action necessary or advisable to: (i) Grant more effectively all or any portion of the Indenture Collateral; (ii) maintain or preserve the lien and security interest (and the priority thereof) created by of this Indenture or carry out more effectively the purposes hereof; (iiiii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (iviii) enforce any of the Indenture Collateral;Loans transferred to the Issuer as and to the extent commercially reasonable and in accordance with the Sale and Servicing Agreement; or (viv) preserve and defend title to the Indenture Collateral and the rights of the Indenture Trustee, the Noteholders and the Swap Counterparties in such Indenture Collateral against the claims of all persons and parties; and (vi) pay all taxes or assessments levied or assessed upon the Indenture Collateral when due. The Issuer hereby designates the 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. In no event shall the Indenture Trustee be responsible for filing or maintaining such financing statements, continuation statements or other instruments, unless it shall have become the Successor Servicer. (b) Except as otherwise provided in or permitted by the Transfer Sale and Servicing Agreement or this Indenture, the Indenture Trustee shall not remove any portion of the Indenture Collateral 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 Section 3.07 (or from the jurisdiction in which it was held as described in the Opinion of Counsel delivered at the Closing Date pursuant to Section 3.07(a), if no Opinion of Counsel has yet been delivered pursuant to Section 3.07(b)) unless the Indenture 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 property will continue to be maintained after giving effect to such action or actions. The Issuer hereby designates the Indenture Trustee its agent and attorney–in–fact to execute any financing statement, continuation statement or other instrument required to be executed pursuant to this Section 3.06.

Protection of Indenture 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 Swap Counterparties to be prior to all other liens in respect of the Indenture Collateral, and the Issuer shall take or shall cause the Servicer to take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders and Swap CounterpartiesNoteholders, a first lien on and a first priority, perfected security interest in the Indenture Collateral. In connection therewith, pursuant to Section 2.07 2.06 ------------ of the Transfer 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” " (within the meaning of the UCC), not constituting part of chattel paper, evidencing any Loan which is part of the Indenture Collateral and all other portions of the Loan FilesCollateral. The Indenture Trustee acknowledges and agrees that (i) it holds possession of the Loan Assets delivered to it under the ACAS Transfer Sale Agreement for the benefit of the Trust Depositor, (ii) it holds the Loan Assets delivered to it under the Transfer Sale and Serving Servicing Agreement for the benefit of the Trust, and (iii) it holds the Indenture Collateral delivered to it pursuant to this Indenture for the benefit of the Noteholders and Swap CounterpartiesNoteholders. The Indenture Trustee agrees to maintain continuous possession of such delivered instruments and the Loan Files 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 Sale and Servicing Agreement, the Indenture Trustee is otherwise authorized to release such instrument from the Indenture Collateral. The Issuer Servicer, on behalf of the Issuer, will from time to time prepare (or shall cause to be prepared), execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, all as prepared by the Servicer and delivered to the Issuer, and will take such other action necessary or advisable to: (i) Grant more effectively all or any portion of the Indenture Collateral; (ii) maintain or preserve the lien and security interest (and the priority thereof) created by of this Indenture or carry out more effectively the purposes hereof; (iiiii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (iviii) enforce any of the Indenture Collateral;Loans transferred to the Issuer as and to the extent commercially reasonable; or (viv) preserve and defend title to the Indenture Collateral and the rights of the Indenture Trustee, Trustee and the Noteholders and the Swap Counterparties in such Indenture Collateral against the claims of all persons and parties; and (vi) pay all taxes or assessments levied or assessed upon the Indenture Collateral when due. The Issuer hereby designates the 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. In no event shall the Indenture Trustee be responsible for filing or maintaining such financing statements, continuation statements or other instruments, unless it shall have become the Successor Servicer. (b) Except as otherwise provided in or permitted by the Transfer Sale and Servicing Agreement or this Indenture, the Indenture Trustee shall not remove any portion of the Indenture Collateral 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 Section 3.07 (or from the jurisdiction ------------ in which it was held as described in the Opinion of Counsel delivered at the Closing Date pursuant to Section subsection 3.07(a), if no Opinion of Counsel has yet ------------------ been delivered pursuant to Section subsection 3.07(b)) unless the Indenture 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 property will continue to be maintained after giving effect to such action or actions.. The Issuer hereby designates the Indenture Trustee its agent and attorney-in-fact to execute any financing statement, continuation statement or other instrument required to be executed pursuant to this Section 3.06. ------------

Protection of Indenture 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 Swap Counterparties to be prior to all other liens in respect of the Indenture CollateralCollateral other than Permitted Liens, and the Issuer shall take or shall cause the Servicer to take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders and Swap CounterpartiesNoteholders, a first lien on and a first priority, perfected security interest in the Indenture Collateral, subject to any Permitted Liens with respect thereto. In connection therewith, pursuant to Section 2.07 2.09 of the Transfer 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” (within the meaning of the UCC), not constituting part of chattel paper, evidencing any Loan which is part of the Indenture Collateral and all other portions of the Loan Files. The Indenture Trustee acknowledges and agrees that (i) it holds the Loan Assets delivered to it under the ACAS Transfer Sale and Contribution Agreement for the benefit of the Trust Depositor, (ii) it holds the Loan Assets delivered to it under the Transfer Sale and Serving Servicing Agreement for the benefit of the TrustIssuer, and (iii) it holds the Indenture Collateral delivered to it pursuant to this Indenture for the benefit of the Noteholders and Swap CounterpartiesNoteholders. The Indenture Trustee agrees to maintain continuous possession of such delivered instruments and the Loan Files 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 Sale and Servicing Agreement, the Indenture Trustee is otherwise authorized to release such instrument from the Indenture Collateral. The Issuer will or will cause the Servicer from time to time to prepare (or shall cause to be prepared), execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, all as prepared by the Servicer and delivered to the Issuer, and will take such other action necessary or advisable to: (i) Grant more effectively all or any portion of the Indenture Collateral; (ii) maintain or preserve the lien and security interest (and the priority thereof) created by of this Indenture or carry out more effectively the purposes hereof; (iiiii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (iviii) enforce any of the Indenture Collateral;Loans transferred to the Issuer as and to the extent commercially reasonable and in accordance with the Sale and Servicing Agreement; or (viv) preserve and defend title to the Indenture Collateral and the rights of the Indenture Trustee, Trustee and the Noteholders and the Swap Counterparties in such Indenture Collateral against the claims of all persons and parties; and (vi) pay all taxes or assessments levied or assessed upon the Indenture Collateral when due. The Issuer hereby designates the 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. In no event shall the Indenture Trustee be responsible for filing or maintaining such financing statements, continuation statements or other instruments, unless it shall have become the Successor Servicer. (b) Except as otherwise provided in or permitted by the Transfer Sale and Servicing Agreement or this Indenture, the Indenture Trustee shall not remove any portion of the Indenture Collateral held by it 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 Section 3.07 (or from the jurisdiction in which it was held as described in the Opinion of Counsel delivered at the Closing Date pursuant to Section 3.07(a), if no Opinion of Counsel has yet been delivered pursuant to Section 3.07(b)) unless the Indenture 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 property will continue to be maintained after giving effect to such action or actions. The Issuer hereby designates the Trustee its agent and attorney-in-fact to execute any financing statement, continuation statement or other instrument required to be executed pursuant to this Section 3.06.

Protection of Indenture Collateral. (a) The Issuer intends the security interest Granted by the Issuer pursuant to this Indenture in favor of the Indenture Trustee on behalf of the Noteholders and Swap Counterparties Secured Parties is intended to be prior to all other liens in respect of the Indenture 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 Swap CounterpartiesSecured Parties, a first lien on and a first priority, perfected security interest in the Indenture Collateral. In Collateral in connection therewith, pursuant to Section 2.07 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” (within the meaning of the UCC), not constituting part of chattel paper, evidencing any Loan which is part of the Indenture Collateral Collateral. The Issuer has, on or prior to the date hereof, delivered to the Indenture Trustee (a) the Installment Note, along with an executed and all other portions undated note power, and (b) the Letter of Credit, along with an executed and undated beneficiary transfer form and a consent by the LC Bank to the assignment to the Indenture Trustee of the Loan Filesproceeds of any drawings thereunder. The Indenture Trustee acknowledges and agrees that (i) it holds the Loan Assets delivered to it under the ACAS Transfer Agreement for the benefit of the Trust Depositor, (ii) it holds the Loan Assets delivered to it under the Transfer and Serving Agreement for the benefit of the Trust, and (iii) it holds the Indenture Collateral delivered to it pursuant to this Indenture for the benefit of the Noteholders and Swap CounterpartiesSecured Parties. The Indenture Trustee agrees to maintain continuous possession of such Indenture Collateral delivered instruments and to the Loan Files Indenture Trustee 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, until the Indenture Trustee is otherwise authorized to release such instrument from the Indenture Collateral. The Issuer will from time to time prepare (or shall cause to be prepared), execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, all as prepared by the Servicer and delivered to the Issuer, and will take such other action all further actions, as may be necessary desirable, or advisable that the Indenture Trustee may reasonably request, in order to: (i) Grant more effectively all or any portion of the Indenture Collateral; (ii) maintain or preserve the lien and security interest Granted under this Indenture (and the priority thereof) created by this Indenture or carry out more effectively the purposes hereof; (iiiii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (iviii) enforce any rights of the Issuer under the Indenture Collateral;Collateral to the extent commercially reasonable; or (viv) preserve and defend title to the Indenture Collateral and the rights of the Indenture Trustee, the Noteholders Trustee and the Swap Counterparties Holders in such Indenture Collateral against the claims of all persons other Persons and parties; and (vi) pay all taxes or assessments levied or assessed upon the Indenture Collateral when due. The Issuer hereby designates the 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. In no event shall the Indenture Trustee be responsible for filing or maintaining such financing statements, continuation statements or other instruments, unless it shall have become the Successor Servicer. (b) Except as otherwise provided in or permitted by the Transfer and Servicing Agreement or this Indenture, the Indenture Trustee shall not remove any portion of the Indenture Collateral 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 Section 3.07 (or from the jurisdiction in which it was held as described in the Opinion of Counsel delivered at the Closing Date pursuant to Section 3.07(a), if no Opinion of Counsel has yet been delivered pursuant to Section 3.07(b)) unless the Indenture 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 property will continue to be maintained after giving effect to such action or actions. The Issuer designates the Indenture Trustee its agent and attorney‑in‑fact to execute any financing statement, continuation statement or other instrument required to be executed pursuant to this Section 3.06.

Protection of Indenture 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 Swap Counterparties to be prior to all other liens in respect of the Indenture Collateral, and the Issuer shall take or shall cause the Servicer to take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders and Swap CounterpartiesNoteholders, a first lien on and a first priority, perfected security interest in the Indenture Collateral. In connection therewith, pursuant to Section 2.07 2.08 of the Transfer 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” (within the meaning of the UCC), not constituting part of chattel paper, evidencing any Loan which is part of the Indenture Collateral and all other portions of the Loan Files. The Indenture Trustee acknowledges and agrees that (ia) it holds the Loan Assets delivered to it under the ACAS Transfer Loan Sale Agreement for the benefit of the Trust Depositor, (iib) it holds the Loan Assets delivered to it under the Transfer Sale and Serving Servicing Agreement for the benefit of the TrustIssuer, and (iiic) it holds the Indenture Collateral delivered to it pursuant to this Indenture for the benefit of the Noteholders and Swap CounterpartiesNoteholders. The Indenture Trustee agrees to maintain continuous possession of such delivered instruments and the Loan Files 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 Sale and Servicing Agreement, the Indenture Trustee is otherwise authorized to release such instrument from the Indenture Collateral. The Issuer will or will cause the Servicer from time to time to authorize, prepare (or shall cause to be prepared), execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, all as prepared by the Servicer and delivered to the Issuer, and will take such other action necessary or advisable to: (i) Grant more effectively all or any portion of the Indenture Collateral; (ii) maintain or preserve the lien and security interest (and the priority thereof) created by of this Indenture or carry out more effectively the purposes hereof; (iiiii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (iviii) enforce any of the Indenture Collateral;Loans transferred to the Issuer as and to the extent commercially reasonable and in accordance with the Sale and Servicing Agreement; or (viv) preserve and defend title to the Indenture Collateral and the rights of the Indenture Trustee, Trustee and the Noteholders and the Swap Counterparties in such Indenture Collateral against the claims of all persons and parties; and (vi) pay all taxes or assessments levied or assessed upon the Indenture Collateral when due. The Issuer hereby designates the 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. In no event shall the Indenture Trustee be responsible for filing or maintaining such financing statements, continuation statements or other instruments, unless it shall have become the Successor Servicer. (b) Except as otherwise provided in or permitted by the Transfer Sale and Servicing Agreement or this Indenture, the Indenture Trustee shall not remove any portion of the Indenture Collateral held by it 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 Section 3.07 (or from the jurisdiction in which it was held as described in the Opinion of Counsel delivered at the Closing Date pursuant to Section 3.07(a), if no Opinion of Counsel has yet been delivered pursuant to Section 3.07(b)) unless the Indenture 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 property will continue to be maintained after giving effect to such action or actions. The Issuer hereby (a) authorizes the Trustee at any time and from time to time to file financing statements, continuation statements and amendments thereto that describe the Collateral as all assets of the Issuer, all assets of the Issuer other than Excluded Property or words of similar effect (regardless of whether any particular asset described in such financing statements falls within the granting clause of this Indenture) and that contain any other information required by Part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement, continuation statement or amendment, including whether the Issuer is an organization, the type of organization and any organization identification number issued to the Issuer, and (b) ratifies such authorization to the extent that the Trustee has filed any such financing or continuation statements, or amendments thereto prior to the date hereof. The Issuer hereby designates the Trustee its agent and attorney-in-fact to execute or authorize any financing statement, continuation statement or other instrument required to be executed pursuant to this Section 3.06. Notwithstanding anything in this Section 3.06 or any other provision in the Transaction Documents to the contrary, the Trustee shall not be obligated to monitor any financing statement, continuation statement or amendment thereto or to execute, authorize or file such instruments except upon written instruction from the Servicer or the Issuer to execute or authorize such instruments, except that such instruction need not be in writing if delivered with respect to financing statements relating to the Indenture Collateral to be authorized by the Trustee on the Closing Date.

Protection of Indenture 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 Swap Counterparties to be prior to all other liens in respect of the Indenture CollateralCollateral other than Permitted Liens, and the Issuer shall take or shall cause the Servicer to take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders and Swap CounterpartiesNoteholders, a first lien on and a first priority, perfected security interest in the Indenture Collateral, subject to any Permitted Liens with respect thereto. In connection therewith, pursuant to Section 2.07 2.09 of the Transfer Sale and Servicing Agreement, the Issuer shall cause to be delivered into the possession of the Indenture Trustee (or to the Custodian on behalf of the Trustee) as pledgee hereunder, indorsed in blank, any “instruments” (within the meaning of the UCC), not constituting part of chattel paper, evidencing any Loan which is part of the Indenture Collateral and all other portions of the Loan Files. The Indenture Trustee acknowledges and agrees that (i) it holds the Loan Assets delivered to it (or to the Custodian) (i) under the ACAS Transfer Sale and Contribution Agreement for the benefit of the Trust Depositor, and (ii) it holds the Loan Assets delivered to it under the Transfer Sale and Serving Servicing Agreement for the benefit of the TrustIssuer, and (iii) that it holds the Indenture Collateral delivered to it (or the Custodian) pursuant to this Indenture for the benefit of the Noteholders and Swap CounterpartiesNoteholders. The Indenture Trustee (through the Custodian) agrees to maintain continuous possession of such delivered instruments and the Loan Files 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 Sale and Servicing Agreement, the Indenture Trustee is otherwise authorized to release such instrument from the Indenture Collateral. The Issuer will or will cause the Servicer from time to time to prepare (or shall cause to be prepared), execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, all as prepared by the Servicer and delivered to the Issuer, and will take such other action necessary or advisable to: : BUSINESS.29147457.3 (i) Grant more effectively all or any portion of the Indenture Collateral; (ii) maintain or preserve the lien and security interest (and the priority thereof) created by of this Indenture or carry out more effectively the purposes hereof; (iii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (iv) enforce any of the Indenture Collateral; (v) preserve and defend title to the Indenture Collateral and the rights of the Indenture Trustee, the Noteholders and the Swap Counterparties in such Indenture Collateral against the claims of all persons and parties; and (vi) pay all taxes or assessments levied or assessed upon the Indenture Collateral when due. The Issuer hereby designates the 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. In no event shall the Indenture Trustee be responsible for filing or maintaining such financing statements, continuation statements or other instruments, unless it shall have become the Successor Servicer. (b) Except as otherwise provided in or permitted by the Transfer and Servicing Agreement or this Indenture, the Indenture Trustee shall not remove any portion of the Indenture Collateral 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 Section 3.07 (or from the jurisdiction in which it was held as described in the Opinion of Counsel delivered at the Closing Date pursuant to Section 3.07(a), if no Opinion of Counsel has yet been delivered pursuant to Section 3.07(b)) unless the Indenture 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 property will continue to be maintained after giving effect to such action or actions.

Protection of Indenture 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 Swap the Hedge Counterparties to be prior to all other liens in respect of the Indenture Collateral, and the Issuer shall take or shall cause the Servicer to take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders and Swap the Hedge Counterparties, a first lien on and a first priority, perfected security interest in the Indenture Collateral. In connection therewith, pursuant to Section 2.07 of the Transfer 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” (within the meaning of the UCC), not constituting part of chattel paper, evidencing any Loan which is part of the Indenture Collateral and all other portions of the Loan Files. The Indenture Trustee acknowledges and agrees that (i) it holds the Loan Assets delivered to it under the ACAS Transfer Loan Sale Agreement for the benefit of the Trust Depositor, (ii) it holds the Loan Assets delivered to it under the Transfer Sale and Serving Servicing Agreement for the benefit of the TrustIssuer, and (iii) it holds the Indenture Collateral delivered to it pursuant to this Indenture for the benefit of the Noteholders and Swap the Hedge Counterparties. The Indenture Trustee agrees to maintain continuous possession of such delivered instruments and the Loan Files 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 Sale and Servicing Agreement, the Indenture Trustee is otherwise authorized to release such instrument from the Indenture Collateral. The Issuer Servicer, on behalf of the Issuer, will from time to time prepare (or shall cause to be prepared), execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, all as prepared by the Servicer and delivered to the Issuer, and will take such other action necessary or advisable to: (i) Grant more effectively all or any portion of the Indenture Collateral; (ii) maintain or preserve the lien and security interest (and the priority thereof) created by of this Indenture or carry out more effectively the purposes hereof; (iiiii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (iviii) enforce any of the Indenture Collateral;Loans transferred to the Issuer as and to the extent commercially reasonable; or (viv) preserve and defend title to the Indenture Collateral and the rights of the Indenture Trustee, the Noteholders and the Swap Hedge Counterparties in such Indenture Collateral against the claims of all persons and parties; and (vi) pay all taxes or assessments levied or assessed upon the Indenture Collateral when due. The Issuer hereby designates the 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. In no event shall the Indenture Trustee be responsible for filing or maintaining such financing statements, continuation statements or other instruments, unless it shall have become the Successor Servicer. (b) Except as otherwise provided in or permitted by the Transfer Sale and Servicing Agreement or this Indenture, the Indenture Trustee shall not remove any portion of the Indenture Collateral 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 Section 3.07 (or from the jurisdiction in which it was held as described in the Opinion of Counsel delivered at the Closing Date pursuant to Section 3.07(a), if no Opinion of Counsel has yet been delivered pursuant to Section 3.07(b)) unless the Indenture 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 property will continue to be maintained after giving effect to such action or actions. The Issuer hereby designates the Indenture Trustee its agent and attorney-in-fact to execute any financing statement, continuation statement or other instrument required to be executed pursuant to this Section 3.06.