Common use of Protection of Pledged Property Clause in Contracts

Protection of Pledged Property. The Trust intends the security interest granted pursuant to this Indenture in favor of the Indenture Trustee and the Noteholders, as their interests appear herein, to be prior to all other liens in respect of the Pledged Property, and the Servicer on behalf of the Trust shall take all actions necessary to obtain and maintain, in favor of the Indenture Trustee, for the benefit of the Noteholders, a first lien on and a first priority, perfected security interest in the Pledged Property. The Servicer on behalf of the Trust 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, and will take such other action necessary or advisable to: (i) grant more effectively all or any portion of the Pledged Property; (ii) maintain or preserve the lien and security interest (and the priority thereof) in favor of the Indenture Trustee for the benefit of the Noteholders, 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 Pledged Property; (v) preserve and defend title to the Pledged Property and the rights of the Indenture Trustee in such Pledged Property against the claims of all persons and parties; and (vi) pay all taxes or assessments levied or assessed upon the Pledged Property when due. The Trust hereby designates the Indenture Trustee its agent and attorney-in-fact to execute any financing statement, continuation statement or other instrument required by the Indenture Trustee pursuant to this Section 6.11.

Protection of Pledged Property. The Trust Each of the Issuers intends the security interest granted pursuant to this Indenture in favor of the Indenture Trustee Trustee, the Note Insurer, the Certificateholders and the Noteholders, as their interests appear herein, to be prior to all other liens in respect of the Pledged Property, and the Servicer on behalf of the Trust Issuers shall take all actions necessary to obtain and maintain, in favor of the Indenture Trustee, for the benefit of the Noteholders, the Certificateholders and the Note Insurer, a first lien on and a first priority, perfected security interest in the Pledged Property; provided, that with the respect to the Equipment included in the Pledged Property, the Issuers shall only be required to comply with the Filing Requirements. The Servicer on behalf of the Trust Issuers 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 statementsstatements (subject to the Filing Requirements), continuation statements, instruments of further assurance and other instruments, and will take such other action necessary or advisable to: (i) grant more effectively all or any portion of the Pledged Property; (ii) maintain or preserve the lien and security interest (and the priority thereof) in favor of the Indenture Trustee Trustee, for the benefit of the Noteholders, the Certificateholders and the Note Insurer, 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 Pledged Property; (v) preserve and defend title to the Pledged Property and the rights of the Indenture Trustee in such Pledged Property against the claims of all persons and parties; and (vi) pay all taxes or assessments levied or assessed upon the Pledged Property when due. The Trust Each of the Issuers hereby designates the Indenture Trustee its agent and attorney-in-fact to execute any financing statement, continuation statement or other instrument required by the Indenture Trustee or the Note Insurer pursuant to this Section 6.116.10.

Protection of Pledged Property. The Trust Issuer intends the security interest granted Granted pursuant to this Indenture in favor of the Indenture Trustee and for the Noteholders, as their interests appear herein, benefit of [the Note Insurer and] the Noteholders to be prior to all other liens in respect of the Pledged Property, and the Servicer on behalf of the Trust Issuer shall take all actions necessary to obtain and maintain, in favor of the Indenture Trustee, for the benefit of [the Note Insurer and] the Noteholders, a first lien on and a first priority, perfected security interest in the Pledged Property. The Servicer on behalf of the Trust 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, and will take such other action necessary or advisable to: (i) grant provide further assurance with respect to the Grant and/or Grant more effectively all or any portion of the Pledged PropertyProperty or maintain the Pledged Property free and clear of all prior liens; (ii) maintain or preserve the lien and security interest (and the priority thereof) in favor of the Indenture Trustee for the benefit of the Noteholders, Noteholders [and the Note Insurer] created by this Indenture or carry out more effectively the purposes hereof; (iii) perfect, publish notice of or protect the validity of any grant Grant made or to be made by this Indenture; (iv) enforce any of the Pledged Property; (v) preserve and defend title to the Pledged Property and the rights of the Indenture Trustee in such Pledged Property against the claims of all persons and parties; and (vi) pay all taxes or assessments levied or assessed upon the Pledged Property when due. The Trust Issuer hereby designates the Indenture Trustee its agent and attorney-in-fact to execute any financing statement, continuation statement or other instrument required by the Indenture Trustee pursuant to this Section 6.11Section.

Protection of Pledged Property. The Trust Issuer intends the security interest granted Granted pursuant to this Indenture in favor of the Indenture Trustee and for the Noteholders, as their interests appear herein, benefit of [the Note Insurer and] the Noteholders to be prior to all other liens in respect of the Pledged PropertyTrust Assets, and the Servicer on behalf of the Trust Issuer shall take all actions necessary to obtain and maintain, in favor of the Indenture Trustee, for the benefit of [the Note Insurer and] the Noteholders, a first lien on and a first priority, perfected security interest in the Pledged Property. The Servicer on behalf of the Trust 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, and will take such other action necessary or advisable to: (i) grant provide further assurance with respect to the Grant and/or Grant more effectively all or any portion of the Pledged PropertyProperty or maintain the Pledged Property free and clear of all prior liens; (ii) maintain or preserve the lien and security interest (and the priority thereof) in favor of the Indenture Trustee for the benefit of the Noteholders, Noteholders [and the Note Insurer] created by this Indenture or carry out more effectively the purposes hereof; (iii) perfect, publish notice of or protect the validity of any grant Grant made or to be made by this Indenture; (iv) enforce any of the Pledged Property; (v) preserve and defend title to the Pledged Property and the rights of the Indenture Trustee in such Pledged Property against the claims of all persons and parties; and (vi) pay all taxes or assessments levied or assessed upon the Pledged Property when due. The Trust Issuer hereby designates the Indenture Trustee its agent and attorney-in-fact to execute any financing statement, continuation statement or other instrument required by the Indenture Trustee pursuant to this Section 6.11Section.

Protection of Pledged Property. The Trust Each of the Issuers intends the security interest granted pursuant to this Indenture in favor of the Indenture Trustee and the Noteholders, as their interests appear herein, to be prior to all other liens in respect of the Pledged Property, and the Servicer on behalf of the Trust Issuers shall take all actions necessary to obtain and maintain, in favor of the Indenture Trustee, for the benefit of the Noteholders, a first lien on and a first priority, perfected security interest in the Pledged PropertyProperty in accordance with the Filing Requirements. The Servicer on behalf of the Trust Issuers 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 statementsstatements (subject to the Filing Requirements), continuation statements, instruments of further assurance and other instruments, and will take such other action necessary or advisable to: (i) grant more effectively all or any portion of the Pledged Property; (ii) maintain or preserve the lien and security interest (and the priority thereof) in favor of the Indenture Trustee Trustee, for the benefit of the Noteholders, 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 Pledged Property; (v) preserve and defend title to the Pledged Property and the rights of the Indenture Trustee in such Pledged Property against the claims of all persons and parties; and (vi) pay all taxes or assessments levied or assessed upon the Pledged Property when due. The Trust Each of the Issuers hereby designates irrevocably constitutes and appoints the Indenture Trustee Trustee, with full power of substitution, as its agent true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Issuer and in the name of such 36 Issuer or in its own name, for the purpose of carrying out the terms of this Indenture, to take any and all appropriate action and to execute any financing statementand all documents and instruments which may be necessary or desirable to accomplish the purposes of this Indenture and without limiting the generality of the foregoing, continuation statement each of the Issuers hereby gives the Indenture Trustee the power and right on behalf of such Issuer without notice to or assent by such Issuer to do any or all of the following: (i) after an Event of Default or Event of Servicer Termination has occurred and is continuing, at any time, in the name of such Issuer or its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instrument required instrument, general intangible or contract or with respect to any other collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Indenture Trustee pursuant for the purpose of collecting any and all such moneys due under any account, instrument, general intangible or contract with respect to this Section 6.11the Pledged Property or to any other collateral whenever payable; and (ii) whether or not an Event of Default or Event of Servicer Termination has occurred, execute and deliver any and all agreements, instruments, documents and papers (including, without limitation, UCC Financing Statements) as the Indenture Trustee may request to perfect the Indenture Trustee's security interest in the Pledged Property (and subject to the Filing Requirements with respect to the Equipment) or any other collateral and the goodwill and general intangibles of such Issuer relating thereto or represented thereby.

Protection of Pledged Property. The Trust Each of the Issuers intends the security interest granted pursuant to this Indenture in favor of the Indenture Trustee and the Noteholders, as their interests appear herein, to be prior to all other liens in respect of the Pledged Property, and the Servicer on behalf of the Trust Issuers shall take all actions necessary to obtain and maintain, in favor of the Indenture Trustee, for the benefit of the Noteholders, a first lien on and a first priority, -34- 40 perfected security interest in the Pledged PropertyProperty in accordance with the Filing Requirements. The Servicer on behalf of the Trust Issuers 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 statementsstatements (subject to the Filing Requirements), continuation statements, instruments of further assurance and other instruments, and will take such other action necessary or advisable to: (i) grant more effectively all or any portion of the Pledged Property; (ii) maintain or preserve the lien and security interest (and the priority thereof) in favor of the Indenture Trustee Trustee, for the benefit of the Noteholders, 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 Pledged Property; (v) preserve and defend title to the Pledged Property and the rights of the Indenture Trustee in such Pledged Property against the claims of all persons and parties; and (vi) pay all taxes or assessments levied or assessed upon the Pledged Property when due. The Trust Each of the Issuers hereby designates irrevocably constitutes and appoints the Indenture Trustee Trustee, with full power of substitution, as its agent true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Issuer and in the name of such Issuer or in its own name, for the purpose of carrying out the terms of this Indenture, to take any and all appropriate action and to execute any financing statementand all documents and instruments which may be necessary or desirable to accomplish the purposes of this Indenture and without limiting the generality of the foregoing, continuation statement each of the Issuers hereby gives the Indenture Trustee the power and right on behalf of such Issuer without notice to or assent by such Issuer to do any or all of the following: (i) after an Event of Default or Event of Servicer Termination has occurred and is continuing, at any time, in the name of such Issuer or its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instrument required instrument, general intangible or contract or with respect to any other collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Indenture Trustee pursuant for the purpose of collecting any and all such moneys due under any account, instrument, general intangible or contract with respect to this Section 6.11the Pledged Property or to any other collateral whenever payable; and (ii) whether or not an Event of Default or Event of Servicer Termination has occurred, execute and deliver any and all agreements, instruments, documents and papers (including, without limitation, UCC Financing Statements) as the Indenture Trustee may request to perfect the Indenture Trustee's security interest in the Pledged Property (and subject to the Filing Requirements with respect to the Equipment) or any other collateral -35- 41 and the goodwill and general intangibles of such Issuer relating thereto or represented thereby.