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:

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:

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:

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:

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:

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:

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:

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:

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 TABLE OF CONTENTS (continued) Page (i) maintain or preserve the lien and security interest (and the priority thereof) of this Indenture or carry out more effectively the purposes hereof;

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:

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:

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:

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:

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:

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:

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:

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:

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: