Common use of Protection of Security Clause in Contracts

Protection of Security. 8.01 The Trustee shall without prejudice to its other rights and powers under this Mortgage and the other Credit Documents be entitled (but not bound) at any time and as often as may be necessary to take any such action as it may in the reasonable exercise of its discretion think fit for the purpose of protecting or maintaining the security created by this Mortgage and the other Credit Documents (including, without limitation, such action as is referred to in Clause 8.02) and each and every expense, liability, or loss (including, without limitation, legal fees) so incurred by the Secured Creditors in or about the protection or maintenance of the said security together with interest payable thereon under Clause 4.01(b) shall be repayable to it by the Owner on demand. 8.02 Without prejudice to the generality of Clause 8.01: (a) if the Owner does not comply with the provisions of Clause 6 or any of them the Administrative Agent shall be entitled (but not bound) to effect or to replace and renew and thereafter to maintain the Insurances in such manner as in its discretion it may think fit and to require that all policies, contracts and other records relating to the Insurances (including details of any correspondence concerning outstanding claims) be forthwith delivered to such brokers as the Administrative Agent may nominate and to collect, recover, compromise and give a good discharge for all claims then outstanding or thereafter arising under the Insurances or any of them and to take over or institute (if necessary using the name of the Owner) all such proceedings in connection therewith as the Administrative Agent in its absolute discretion may think fit and to permit the brokers through whom the collection or recovery is effected to charge the usual brokerage therefor; and (b) if the Owner does not comply with the provisions of Clause 7.01(d) and/or 7.01(f) or any of them the Trustee shall be entitled (but not bound) to arrange for the carrying out of such repairs to and/or surveys of the Rig as it deems expedient or necessary; and (c) if the Owner does not comply with the provisions of Clause 7.01(h) or any of them the Trustee shall be entitled (but not bound) to pay and discharge all such debts, damages and liabilities and all such tolls, dues, taxes, assessments, charges, fines, penalties and other outgoings as are therein mentioned and/or to take any such measures as it deems expedient or necessary for the purpose of securing the release of the Rig.

Protection of Security. 8.01 The Trustee Mortgagee shall without prejudice to its other rights and powers under the Credit Agreement, this Mortgage and the other Credit Documents (or any of them) be entitled (but not bound) at any time and as often as may be necessary (but unless an Event of Default shall have occurred and be continuing with prior written notice to the Owner) to take any such action as it may in the reasonable exercise of its discretion think fit for the purpose of protecting or maintaining the security created by this Mortgage and the other Credit Documents (or any of them) (including, without limitation, such action as is referred to in Clause 8.02) and each and every expense, liability, or loss (including, without limitation, reasonable legal fees) so incurred by the Secured Creditors Mortgagee in or about the protection or maintenance of the said security together with interest payable thereon under Clause 4.01(b4.01 (b) shall be repayable payable to it the Mortgagee by the Owner on demand. 8.02 Without prejudice to the generality of Clause 8.01: (a) if the Owner does not comply in any material respect with the provisions of Clause 6 or any of them the Administrative Agent Mortgagee shall be entitled (but not bound) to effect or to replace and renew and thereafter to maintain the Insurances in such manner as it, in its discretion it discretion, may think fit and to require that all policies, contracts and other records relating to the Insurances (including details of any correspondence concerning outstanding claims) be forthwith delivered to such brokers as the Administrative Agent Mortgagee may nominate and and, upon the direction of the Mortgagee to collect, recover, compromise and give a good discharge for all claims then outstanding or thereafter arising under the Insurances or any of them and to take over or institute (if necessary using the name of the Owner) all such proceedings in connection therewith as the Administrative Agent Mortgagee in its absolute discretion discretion, may think fit and to permit the brokers through whom the collection or recovery is effected to charge the usual brokerage therefor; and; (b) if the Owner does not comply with the provisions of Clause 7.01(d) and/or and 7.01(f) or any of them the Trustee Mortgagee shall be entitled (but not bound) to arrange for the carrying out of such repairs to and/or surveys of the Rig as it deems expedient or necessary; and (c) if the Owner does not comply with the provisions of Clause 7.01(h7.01 (g) or any of them them, the Trustee Mortgagee shall be entitled (but not bound) to pay and discharge all such debts, damages and liabilities and all such tolls, dues, taxes, assessments, charges, fines, penalties and other outgoings as are therein mentioned and/or to take any such measures as it deems expedient or necessary for the purpose of securing the release of the Rig.

Protection of Security. 8.01 8.1 The Trustee Mortgagee shall without prejudice to its other rights and powers under the Mortgage and this Mortgage Deed and the other Credit Documents be entitled (but not bound) at any time and as often as may be necessary to take any such action as it may in the reasonable exercise of its discretion think fit for the purpose of protecting or maintaining the security created by this the Mortgage and the other Credit Documents this Deed (including, without limitation, such action as is referred to in Clause 8.028.2) and each and every expense, liability, or loss (including, without limitation, legal fees) so incurred by the Secured Creditors Mortgagee in or about the protection or maintenance of the said security together with interest payable thereon under Clause 4.01(b3.1(c) shall be repayable to it by the Owner on demand. 8.02 8.2 Without prejudice to the generality of Clause 8.018.1: (a) if the Owner does not comply with the provisions of Clause 6 6.1 or any of them the Administrative Agent Mortgagee shall be entitled (but not bound) to effect or to replace and renew and thereafter to maintain the Insurances in such manner as in its discretion it may think fit and to require that all policies, contracts and other records relating to the Insurances (including details of any and correspondence concerning outstanding claims) be forthwith delivered to such brokers as the Administrative Agent Mortgagee may nominate and to collect, recover, compromise and give a good discharge for all claims then outstanding or thereafter arising under the Insurances or any of them and to take over or institute (if necessary using the name of the Owner) all such proceedings in connection therewith as the Administrative Agent Mortgagee in its absolute discretion may think fit and to permit the brokers through whom the collection or recovery is effected to charge the usual brokerage therefor; and (b) if the Owner does not comply with the provisions of Clause 7.01(d7.1(c) and/or 7.01(f7.1 (e) or any of them the Trustee Mortgagee shall be entitled (but not bound) to arrange for the carrying out of such repairs to and/or surveys of the Rig as it deems expedient or necessary; and (c) if the Owner does not comply with the provisions of Clause 7.01(h) or any of them the Trustee shall be entitled (but not bound) to pay and discharge all such debts, damages and liabilities and all such tolls, dues, taxes, assessments, charges, fines, penalties and other outgoings as are therein mentioned and/or to take any such measures as it deems expedient or necessary for the purpose of securing the release of the Rig.

Protection of Security. 8.01 The Trustee shall without prejudice to its other rights and powers under this Mortgage and the other Credit Documents be entitled (but not bound) at any time and as often as may be necessary to take any such action as it may in the reasonable exercise Acknowledgment of its discretion think fit for the purpose of protecting or maintaining the security created by this Mortgage and the other Credit Documents (including, without limitation, such action as is referred to in Clause 8.02) and each and every expense, liability, or loss (including, without limitation, legal fees) so incurred by the Secured Creditors in or about the protection or maintenance of the said security together with interest payable thereon under Clause 4.01(b) shall be repayable to it by the Owner on demand. 8.02 Without prejudice to the generality of Clause 8.01:Pledge ------------------------------------------------ (a) if The Company shall, 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, and shall take such other action necessary or advisable to: (i) maintain or preserve the Owner does not comply with lien and security interest (and the provisions priority thereof) of Clause 6 this Indenture or carry out more effectively the purposes hereof; (ii) perfect, publish notice of or protect the validity of any of them the Administrative Agent shall be entitled (but not bound) to effect Grant made or to replace be made by this Indenture; or (iii) preserve and renew and thereafter to maintain the Insurances in such manner as in its discretion it may think fit and to require that all policies, contracts and other records relating defend title to the Insurances (including details of any correspondence concerning outstanding claims) be forthwith delivered to such brokers as Security and the Administrative Agent may nominate and to collect, recover, compromise and give a good discharge for all claims then outstanding or thereafter arising under the Insurances or any of them and to take over or institute (if necessary using the name several rights of the OwnerTrustee and the Holders in the Security (as their several interests appear as set in the Granting Clauses) against the claims of all such proceedings in connection therewith as persons and parties; and the Administrative Agent in Company hereby designates the Trustee its absolute discretion may think fit agent and attorney-in-fact to permit execute any financing statement, continuation statement or other instrument required by the brokers through whom the collection or recovery is effected Trustee pursuant to charge the usual brokerage therefor; andthis Section 4.21. (b) if the Owner does The Company shall not comply with the provisions of Clause 7.01(d) and/or 7.01(f) or take any action and shall use its best efforts not to permit any action to be taken by others that would release any Person from any of them such Person's material covenants or obligations under any instrument or agreement included in the Trustee shall be entitled (but not bound) to arrange for Security or that would result in the carrying out of amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such repairs to and/or surveys of the Rig instrument or agreement, except as it deems expedient expressly provided in this Indenture or necessary; andsuch other instrument or agreement. (c) if The Company shall punctually perform and observe all of its obligations and agreements included in the Owner does Security, including but not comply limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture in accordance with and within the provisions time periods provided for herein. (d) The Company shall cause to be furnished to the Trustee, promptly after the execution and delivery of Clause 7.01(h) this Indenture, and promptly after the execution and delivery of any amendment hereto or any other instrument of them further assurance, an Opinion of Counsel stating that, in the Trustee opinion of such counsel, subject to customary exclusions and exceptions reasonably acceptable to the Trustee, either (i) this Indenture has been properly recorded, registered and filed so as to make effective the Lien intended to be created hereby and reciting the details of such action, or (ii) no such action is necessary to make such Lien and assignment effective. (e) The Company shall cause to be entitled furnished to the Trustee, on or before each anniversary of the execution of this Indenture, an Opinion of Counsel, dated as of such date, stating that, in the opinion of such counsel, subject to customary exclusions and exceptions reasonably acceptable to the Trustee, either (but not boundi) to pay and discharge all such debtsaction has been taken with respect to the recording, damages registering, filing, re-recording, re-registering and liabilities refilling of the Indenture, all supplemental indentures, financing statements, continuation statements and all such tolls, dues, taxes, assessments, charges, fines, penalties and other outgoings instruments of further assurance as are therein mentioned and/or necessary to take any maintain the Lien of this Indenture and reciting the details of such measures as it deems expedient action, or (ii) no such action is necessary for the purpose of securing the release of the Rigto maintain such Lien and assignment effective.

Protection of Security. 8.01 The Trustee shall without prejudice Issuer is duly authorized under its Article of Association, its By-Laws, the Delaware Trust Agreement and applicable law to its other rights and powers under this Mortgage own student loan notes, directly or indirectly through an Eligible Lender Trustee, and the other Credit Documents assets pledged to the payment of the Notes and to pledge, to grant, or cause to be entitled (but not bound) at any time granted, a lien on and as often as may a security interest in, and to assign, or cause to be necessary to take any such action as it may assigned, the Trust Estate and all right, title and interest of the Issuer and Initial Co-Owner Eligible Lender Trustee in the reasonable exercise Transfer and Sale Agreement in the manner and to the extent provided in this Indenture. Each of its discretion think fit for the purpose Trust Estate and the Transfer and Sale Agreement is and will be free and clear of protecting any pledge, lien, security interest, charge or maintaining encumbrance thereon or with respect thereto prior to, or of equal rank with, the pledge, lien, security interest and assignment created by this Mortgage Indenture, except as otherwise expressly provided or permitted herein, and all action on the part of the Issuer to that end has been duly and validly taken. The Issuer is duly authorized under its Articles of Association, its By-Laws, the Delaware Trust Agreement and applicable law to enter into this Indenture. The Notes are and will be legal, valid and binding limited obligations of the Issuer enforceable in accordance with their respective terms and the terms of this Indenture and each Supplemental Indenture. The Issuer and each Eligible Lender Trustee shall at all times, to the extent permitted by law, defend, preserve and protect the pledge of, lien on, security interest in and assignment of the Trust Estate and the Transfer and Sale Agreement, the priority of such pledge, lien, security interest and assignment and all the rights of the Holders and each Exchange Counterparty thereto against all claims and demands of all persons whomsoever. The pledge of, lien on, security interest in and assignment of the Trust Estate and the Transfer and Sale Agreement made hereby includes the pledge of, any lien on, security interest in and assignment of any contract or any evidence of indebtedness or other Credit Documents (right of the Issuer and each Eligible Lender Trustee to receive any of the same, whether now existing or hereafter coming into existence or acquired and the proceeds thereof, including, without limitation, such action as is referred to in Clause 8.02) and each and every expenseall Contracts of Guarantee covering Financed Student Loans, liabilityall Purchase Agreements, or loss (including, without limitation, legal fees) so incurred by the Secured Creditors in or about the protection or maintenance of the said security together with interest payable thereon under Clause 4.01(b) shall be repayable to it by the Owner on demand. 8.02 Without prejudice to the generality of Clause 8.01: (a) if the Owner does not comply with the provisions of Clause 6 or any of them the Administrative Agent shall be entitled (but not bound) to effect or to replace and renew and thereafter to maintain the Insurances in such manner as in its discretion it may think fit and to require that all policies, contracts and other records relating to the Insurances (including details of any correspondence concerning outstanding claims) be forthwith delivered to such brokers as the Administrative Agent may nominate and to collect, recover, compromise and give a good discharge for all claims then outstanding or thereafter arising under the Insurances or any of them and to take over or institute (if necessary using the name of the Owner) all such proceedings in connection therewith as the Administrative Agent in its absolute discretion may think fit and to permit the brokers through whom the collection or recovery is effected to charge the usual brokerage therefor; and (b) if the Owner does not comply with the provisions of Clause 7.01(d) and/or 7.01(f) or any of them the Trustee shall be entitled (but not bound) to arrange for the carrying out of such repairs to and/or surveys of the Rig as it deems expedient or necessary; and (c) if the Owner does not comply with the provisions of Clause 7.01(h) or any of them the Trustee shall be entitled (but not bound) to pay and discharge all such debts, damages and liabilities Master Servicing Agreement and all such tolls, dues, taxes, assessments, charges, fines, penalties and other outgoings as are therein mentioned and/or to take any such measures as it deems expedient or necessary for the purpose of securing the release of the RigServicing Agreements.

Protection of Security. 8.01 The Trustee shall without prejudice to its other rights and powers under this Mortgage and the other Credit Documents be entitled (but not bound) at any time and as often as may be necessary to take any such action as it may in the reasonable exercise of its discretion think fit for the purpose of protecting or maintaining the security created by this Mortgage and the other Credit Documents (including, without limitation, such action as is referred to in Clause 8.02) and each and every expense, liability, or loss (including, without limitation, legal fees) so incurred by the Secured Creditors in or about the protection or maintenance of the said security together with interest payable thereon under Clause 4.01(b) shall be repayable to it by the Owner on demand. 8.02 Without prejudice to the generality of Clause 8.01: (a) if the Owner does not comply with the provisions of Clause 6 or any of them the Administrative Agent shall be entitled (but not bound) to effect or to replace and renew and thereafter to maintain the Insurances in such manner as in its discretion it may think fit and to require that all policies, contracts and other records relating to the Insurances (including details of any correspondence concerning outstanding claims) be forthwith delivered to such brokers as the Administrative Agent may nominate and to collect, recover, compromise and give a good discharge for all claims then outstanding or thereafter arising under the Insurances or any of them and to take over or institute (if necessary using the name of the Owner) all such proceedings in connection therewith as the Administrative Agent in its absolute discretion may think fit and to permit the brokers through whom the collection or recovery is effected to charge the usual brokerage therefor; and (b) if the Owner does not comply with the provisions of Clause 7.01(d) and/or or 7.01(f) or any of them the Trustee shall be entitled (but not bound) to arrange for the carrying out of such repairs to and/or or surveys of the Rig as it deems expedient or necessary; and (c) if the Owner does not comply with the provisions of Clause 7.01(h) or any of them the Trustee shall be entitled (but not bound) to pay and discharge all such debts, damages and liabilities and all such tolls, dues, taxes, assessments, charges, fines, penalties and other outgoings as are therein mentioned and/or to take any such measures as it deems expedient or necessary for the purpose of securing the release of the Rig.

Protection of Security. 8.01 The Trustee shall without prejudice to its other rights At the time upon the occurrence of an Event of Default and powers under this Mortgage and the other Credit Documents be entitled (but not bound) at any time and as often as may be necessary to take any such action as it may in the reasonable exercise of its discretion think fit for manner herein provided, Beneficiary, or Trustee upon written instructions from Beneficiary (the purpose of protecting or maintaining the security created legality thereof to be determined solely by this Mortgage and the other Credit Documents (includingBeneficiary), may, without limitation, such action as is referred notice to in Clause 8.02) and each and every expense, liability, or loss (includingdemand upon Trustor, without limitation, legal fees) so incurred by releasing Trustor from any obligation hereunder and without waiving its right to declare a default as herein provided or impairing any declaration of default or election to cause the Secured Creditors in Property to be sold or about the protection or maintenance of the said security together with interest payable thereon under Clause 4.01(b) shall be repayable to it by the Owner on demand. 8.02 Without prejudice to the generality of Clause 8.01any sale proceeding predicated thereon: (a) if the Owner does not comply with the provisions of Clause 6 or any of them the Administrative Agent shall be entitled (but not bound) to effect or to replace and renew and thereafter to maintain the Insurances Take action in such manner as in its discretion it may think fit and to require that all policiessuch extent as either may deem necessary to protect the security hereof, contracts Beneficiary and other records relating Trustee being authorized to the Insurances (including details of any correspondence concerning outstanding claims) be forthwith delivered to such brokers as the Administrative Agent may nominate enter upon and to collect, recover, compromise and give a good discharge for all claims then outstanding or thereafter arising under the Insurances or any of them and to take over or institute (if necessary using the name possession of the OwnerProperty and/or the Collateral for such purposes; (b) all such Commence, appear in and/or defend any action or proceedings purporting to affect the security hereof, and/or any additional or other security therefor, the interests, rights, powers and/or duties of Trustee and/or Beneficiary hereunder, whether brought by or against Trustor, Trustee or Beneficiary; (c) Pay, purchase, contest or compromise any claim, debt, lien, charge or encumbrance which in connection therewith as the Administrative Agent in its absolute discretion judgment of either may think fit and affect or appear to permit affect the brokers through whom security and/or priority of this Deed of Trust, the collection interest of Beneficiary or recovery is effected to charge the usual brokerage thereforrights, powers and/or duties of Trustee and/or Beneficiary hereunder; and (bd) By itself or by its agents to be appointed by it for that purpose or by a receiver appointed by a court of competent jurisdiction to enter into and upon and take and hold possession of any portion or all of the Property and/or the Collateral both real and personal, and exclude Trustor and all other persons therefrom; and to operate and manage the Property and/or the Collateral and rent and lease the same, perform such reasonable acts of repair or protection as may be reasonably necessary or proper to conserve the value thereof, and collect any and all income, Rents, issues, profits and proceeds therefrom, the same being hereby assigned and transferred to Beneficiary for the benefit and protection of Beneficiary, and from time to time apply and/or accumulate such income, Rents, issues, profits and proceeds in such order and manner as Beneficiary or such receiver in its sole discretion shall consider advisable, to or upon the following: the expense of receivership, if any, the Owner does proper costs of upkeep, maintenance, repair and/or operation of the Property and/or the Collateral, the repayment of any sums theretofore or thereafter advanced pursuant to the terms of this Deed of Trust upon the indebtedness and obligations secured hereby, the taxes and assessments upon the Property and/or Collateral then due or next to become due. The collection and/or receipt of income, Rents, issues, profits and/or proceeds by Beneficiary, its agent or receiver, after declaration of default and election to cause the Property to be sold under and pursuant to the terms of this Deed of Trust shall not comply with affect or impair such default or declaration of default or election to cause the provisions of Clause 7.01(d) and/or 7.01(f) Property to be sold or any sale proceedings predicated thereon, but such proceedings may be conducted and sale effected notwithstanding the receipt and/or collection of them any such income, Rents, issues, profits and/or proceeds. Any such income, Rents, issues, profits and/or proceeds in the Trustee possession of Beneficiary, its agent or receiver, at the time of sale and not theretofore applied as herein provided, shall be entitled (but not bound) to arrange applied in the same manner and for the carrying out of such repairs to and/or surveys same purposes as the proceeds of the Rig as it deems expedient or necessary; and (c) if the Owner does not comply with the provisions of Clause 7.01(h) or sale. Neither Trustee nor Beneficiary shall be under any obligation to make any of them the Trustee shall payments or do any of the acts referred to in this Paragraph 2.28 and any of the actions referred to in this Paragraph 2.28 may be entitled (but not bound) taken by Beneficiary upon the occurrence of an Event of Default irrespective of whether any notice of default or election to pay sell has been given hereunder and discharge all such debts, damages and liabilities and all such tolls, dues, taxes, assessments, charges, fines, penalties and other outgoings as are therein mentioned and/or without regard to take any such measures as it deems expedient or necessary the adequacy of the security for the purpose of securing the release of the Rigindebtedness secured hereby.