Common use of Protection of Title Clause in Contracts

Protection of Title. The Seller shall execute and file such filings, including filings with the Secretary of State of the State of North Carolina pursuant to the Storm Recovery Law, and cause to be executed and filed such filings, all in such manner and in such places as may be required by law to fully preserve, maintain, protect and perfect the ownership interest of the Issuer, and the back-up precautionary security interest of the Issuer pursuant to Section 2.01, and the first priority security interest of the Indenture Trustee in the Storm Recovery Property, including all filings (including but not limited to continuation statements) required under the Storm Recovery Law and the UCC relating to the transfer of the ownership of the rights and interest in the Storm Recovery Property by the Seller to the Issuer or the pledge of the Issuer’s interest in the Storm Recovery Property to the Indenture Trustee. The Seller shall deliver or cause to be delivered to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding necessary to compel performance by the Commission, the State of North Carolina or any of their respective agents of any of their obligations or duties under the Storm Recovery Law, the Financing Order, or any issuance advice letter for the Storm Recovery Bonds and the Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary (a) to seek to protect the Issuer and the Secured Parties from claims, state actions or other actions or proceedings of third parties that, if successfully pursued, would result in a breach of any representation set forth in Article III or any covenant set forth in Article IV and (b) to seek to block or overturn any attempts to cause a repeal of, modification of or supplement to the Storm Recovery Law, the Financing Order or any issuance advice letter for the Storm Recovery Bonds, or the rights of Holders of the Storm Recovery Bonds by legislative enactment or constitutional amendment that would be materially adverse to the Issuer or the Secured Parties or that would otherwise cause an impairment of the rights of the Issuer or the Secured Parties. The costs of any such actions or proceedings undertaken by the Seller will be reimbursed by the Issuer as an Operating Expense.

Protection of Title. The Seller shall execute and file such filings, including filings with the Secretary of State of the State of North South Carolina pursuant to the Storm Recovery Law, and cause to be executed and filed such filings, all in such manner and in such places as may be required by law to fully preserve, maintain, protect and perfect the ownership interest of the Issuer, and the back-up precautionary security interest of the Issuer pursuant to Section 2.01, and the first priority security interest of the Indenture Trustee in the Storm Recovery Property, including all filings (including but not limited to continuation statements) required under the Storm Recovery Law and the UCC relating to the transfer of the ownership of the rights and interest in the Storm Recovery Property by the Seller to the Issuer or the pledge of the Issuer’s interest in the Storm Recovery Property to the Indenture Trustee. The Seller shall deliver or cause to be delivered to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding necessary to compel performance by the Commission, the State of North South Carolina or any of their respective agents of any of their obligations or duties under the Storm Recovery Law, the Financing Order, or any issuance advice letter for the Storm Recovery Bonds and the Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary (a) to seek to protect the Issuer and the Secured Parties from claims, state actions or other actions or proceedings of third parties that, if successfully pursued, would result in a breach of any representation set forth in Article III or any covenant set forth in Article IV and (b) to seek to block or overturn any attempts to cause a repeal of, modification of or supplement to the Storm Recovery Law, the Financing Order or any issuance advice letter for the Storm Recovery Bonds, or the rights of Holders of the Storm Recovery Bonds by legislative enactment or constitutional amendment that would be materially adverse to the Issuer or the Secured Parties or that would otherwise cause an impairment of the rights of the Issuer or the Secured Parties. The costs of any such actions or proceedings undertaken by the Seller will be reimbursed by the Issuer as an Operating Expense.

Protection of Title. The Seller shall execute and file such filings, including filings with the Secretary of State of the State of North Carolina NHPUC pursuant to the Storm Recovery LawStatute and Uniform Commercial Code filings, and cause to be executed and filed such filings, all in such manner and in such places as may be required by law fully to fully preserve, maintain, maintain and protect and perfect the ownership interest of the Issuer, and the back-up precautionary or security interest of the Issuer pursuant to Section 2.01, and the first priority security interest of the Indenture Trustee in the Storm Recovery PropertyRRB Property and the Back-Up Security Interest, including all filings (including but not limited to continuation statements) required under the Storm Recovery Law Statute and the UCC applicable Uniform Commercial Code relating to the transfer of the ownership of the rights and or security interest in the Storm Recovery RRB Property by the Seller to the Issuer or and the pledge granting of the Issuer’s a security interest in the Storm Recovery RRB Property by the Issuer to the Indenture TrusteeTrustee and the Back-Up Security Interest and the continued perfection of such ownership or security interest. The Seller shall deliver (or cause to be delivered delivered) to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding necessary to compel performance by the Commission, NHPUC or the State of North Carolina or any of their respective agents New Hampshire of any of their obligations or duties under the Storm Recovery Law, Statute or the Financing Finance Order, or any issuance advice letter for the Storm Recovery Bonds and the Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary (ai) to seek to protect the Issuer Issuer, the Bondholders, the Trustee, the State of New Hampshire, the State Treasurer, agencies of the State of New Hampshire and the Secured Parties any of their respective affiliates, officials, officers, directors, employees, consultants, counsel and agents from claims, state actions or other actions or proceedings of third parties thatwhich, if successfully pursued, would result in a breach of any representation set forth in Article III or any covenant set forth in Article IV and (bii) to seek to block or overturn any attempts to cause a repeal of, modification of or supplement to the Storm Recovery LawStatute, the Financing Order Finance Order, any Advice Letter (as defined in the Indenture), the Settlement Agreement (as defined in the Finance Order) (to the extent it adversely affects the rights of Bondholders or any issuance advice letter for the Storm Recovery Bonds, validity or value of the RRB Property) or the rights of Holders of the Storm Recovery Bonds Bondholders by executive action, legislative enactment or constitutional amendment that would be materially adverse to the Issuer Issuer, the Trustee or the Secured Parties or that would otherwise cause an impairment Bondholders. If the Servicer performs its obligations under Section 5.02(d) of the rights Servicing Agreement in all respects, such performance shall be deemed to constitute performance of the Issuer or Seller's obligations pursuant to clause (ii) of the Secured Partiesimmediately preceding sentence. In such event, the Seller agrees to assist the Servicer as reasonably necessary to perform its obligations under Section 5.02(d) of the Servicing Agreement in all respects. The costs of any such actions or proceedings undertaken by the Seller will shall be reimbursed by the Issuer payable from RRB Charge Collections as an Operating ExpenseExpense in accordance with the priorities set forth in Section 8.02(d) of the Indenture. The Seller's obligations pursuant to this Section 4.07 shall survive and continue notwithstanding the fact that the payment of Operating Expenses pursuant to Section 8.02(d) of the Indenture may be delayed (it being understood that the Seller may be required to advance its own funds to satisfy its obligations hereunder).

Protection of Title. The Seller shall execute and file such filings, including filings with the Secretary of State of the State of North Carolina DTE pursuant to the Storm Recovery LawStatute and UCC filings, and cause to be executed and filed such filings, all in such manner and in such places as may be required by law fully to fully preserve, maintain, maintain and protect and perfect the ownership interest of the Note Issuer, and the back-up precautionary security interest of the Issuer pursuant to Section 2.01Note Trustee, in the Transition Property and the first priority security interest of the Indenture Trustee in the Storm Recovery PropertyBack-Up Security Interest, including all filings (including but not limited to continuation statements) required under the Storm Recovery Law Statute and the applicable UCC relating to the transfer of the ownership of the rights and interest in the Storm Recovery Transition Property by the Seller to the Issuer or Note Issuer, the pledge Granting of the Issuer’s a security interest in the Storm Recovery Transition Property by the Note Issuer to the Indenture Note Trustee, and the Back-Up Security Interest, and the continued perfection of such ownership interest, security interest and the Back-Up Security Interest. The Seller shall deliver (or cause to be delivered delivered) to the Issuer and Note Trustee (with copies to the Indenture Trustee Note Issuer) file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding necessary to compel performance by the Commission, the State DTE or The Commonwealth of North Carolina or any of their respective agents Massachusetts of any of their obligations or duties under the Storm Recovery Law, Statute or the Financing Order, or any issuance advice letter for the Storm Recovery Bonds and the Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary (ai) to seek to protect the Issuer Note Issuer, the Note Trustee, the Certificate Trustee, the Noteholders, the Note Trustee, the Certificate Trustee, the Certificateholders and the Secured Parties Agencies and any of their respective affiliates, officials, directors, employees, and agents from claims, state actions or other actions or proceedings of third parties thatwhich, if successfully pursued, would result in a breach of any representation set forth in Article III or any covenant set forth in Article IV and (bii) to seek to block or overturn any attempts to cause a repeal of, modification of or supplement to the Storm Recovery LawStatute, the Financing Order, any Advice Letter (as defined in the Note Indenture), the Restructuring Order (as defined in the Financing Order) (to the extent it adversely affects the rights of Noteholders or any issuance advice letter for the Storm Recovery Bonds, validity or value of the Transition Property) or the rights of Holders of the Storm Recovery Bonds Noteholders by executive action, legislative enactment or constitutional amendment that would be materially adverse to the Issuer Note Issuer, the Note Trustee or the Secured Parties or that would otherwise cause an impairment Noteholders. If the Servicer performs its obligations under Section 5.02(d) of the rights Servicing Agreement in all respects, such performance shall be deemed to constitute performance of the Issuer or Seller’s obligations pursuant to clause (ii) of the Secured Partiesimmediately preceding sentence. In such event, the Seller agrees to assist the Servicer as reasonably necessary to perform its obligations under Section 5.02(d) of the Servicing Agreement in all respects. The costs of any such actions or proceedings undertaken by the Seller will shall be reimbursed by the Issuer payable from RTC Charge Collections as an Operating ExpenseExpense in accordance with the priorities set forth in Section 8.02(d) of the Note Indenture. The Seller’s obligations pursuant to this Section 4.07 shall survive and continue notwithstanding the fact that the payment of Operating Expenses pursuant to Section 8.02(d) of the Note Indenture may be delayed (it being understood that the Seller may be required to advance its own funds to satisfy its obligations hereunder).

Protection of Title. The Seller shall execute and file such filings, including filings with the Secretary of State of the State of North Carolina New Mexico Secured Transaction Registry pursuant to the Storm Recovery LawEnergy Transition Act, and cause to be executed and filed such filings, all in such manner and in such places as may be required by law to fully preserve, maintain, protect and perfect the ownership interest of the Issuer, and the back-up precautionary security interest of the Issuer pursuant to Section 2.01, and the first priority security interest of the Indenture Trustee in the Storm Recovery Series Property, including all filings (including but not limited to continuation statements) required under the Storm Recovery Law Energy Transition Act and the UCC relating to the transfer of the ownership of the rights and interest in the Storm Recovery Series Property by the Seller to the Issuer or the pledge of the Issuer’s interest in the Storm Recovery Series Property to the Indenture Trustee. The Seller shall deliver or cause to be delivered to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding necessary to compel performance by the Commission, the State of North Carolina New Mexico or any of their respective agents of any of their obligations or duties under the Storm Recovery Law, Energy Transition Act or the Financing Order, or any issuance advice letter for the Storm Recovery Bonds Order and the Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary (a) to seek to protect the Issuer and the Secured Parties from claims, state actions or other actions or proceedings of third parties that, if successfully pursued, would result in a breach of any representation set forth in Article III or any covenant set forth in Article IV and (b) to seek to block or overturn any attempts to cause a repeal of, modification of or supplement to the Storm Recovery Law, Energy Transition Act or the Financing Order or any issuance advice letter for the Storm Recovery BondsOrder, or the rights of Holders of the Storm Recovery Series A Bonds by legislative enactment or constitutional amendment that would be materially adverse to the Issuer or the Secured Parties or that would otherwise cause an impairment of the rights of the Issuer or the Secured Parties. The costs of any such actions or proceedings undertaken by the Seller will be reimbursed by the Issuer as an Operating Expense.

Protection of Title. The Seller shall execute and file such filings, including including, without limitation, filings with the Secretary of State of the State of North Carolina Texas pursuant to the Storm Recovery LawFinancing Act, and cause to be executed and filed such filings, all in such manner and in such places as may be required by law to fully preserve, maintain, protect and perfect the ownership interest of the Issuer, and the back-up precautionary security interest of the Issuer pursuant to Section 2.01, and the first priority security interest of the Indenture Trustee in the Storm Recovery Transition Property, including including, without limitation, all filings (including but not limited to continuation statements) required under the Storm Recovery Law Financing Act and the UCC relating to the transfer of the ownership of the rights and interest in the Storm Recovery Transition Property by the Seller to the Issuer or the pledge of the Issuer’s interest in the Storm Recovery such Transition Property to the Indenture Trustee. The Seller shall deliver or cause to be delivered to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding necessary to compel performance by the CommissionPUCT, the State of North Carolina Texas or any of their respective agents agents, of any of their obligations or duties under the Storm Recovery LawFinancing Act, the Financing OrderOrder or the Issuance Advice Letter, or any issuance advice letter for the Storm Recovery Bonds and the Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case case, as may be reasonably necessary (ai) to seek to protect the Issuer and the Secured Parties from claims, state actions or other actions or proceedings of third parties thatwhich, if successfully pursued, would result in a breach of any representation set forth in Article III or any covenant set forth in Article IV and (bii) to seek to block or overturn any attempts to cause a repeal of, modification of or supplement to the Storm Recovery LawFinancing Act, the Financing Order or any issuance advice letter for Order, the Storm Recovery Bonds, Issuance Advice Letter or the rights of Holders of the Storm Recovery Bonds by legislative enactment or constitutional amendment that would be materially adverse to the Issuer or the Secured Parties or that which would otherwise cause an impairment of the rights of the Issuer or the Secured Parties. The costs of any such actions or proceedings undertaken will be payable by the Seller will be reimbursed by the Issuer as an Operating ExpenseSeller.

Protection of Title. The Seller shall execute and file such filings, including including, without limitation, filings with the Secretary of State of the State of North Carolina Louisiana UCC Filing Officer pursuant to the Storm Recovery Securitization Law, and cause to be executed and filed such filings, all in such manner and in such places as may be required by law to fully preserve, maintain, protect and perfect the ownership interest (and in the case that the last sentence of Section 2.01(a) is operative, the Issuer, and the back-up precautionary security interest interest) of the Issuer pursuant to Section 2.01, and the first priority security interest of the Indenture Trustee in the Storm Recovery Property, including including, without limitation, all filings (including but not limited to continuation statements) required under the Storm Recovery Securitization Law and the UCC relating to the transfer of the ownership of the rights and interest in the Storm Recovery Property by the Seller to the Issuer (and in the case that the last sentence of Section 2.01(a) of the Sale Agreement is operative, the security interest granted by the Seller to the Issuer) or the pledge of the Issuer’s interest in the such Storm Recovery Property to the Indenture Trustee. The Seller shall deliver or cause to be delivered to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding necessary to compel performance by the CommissionCouncil, the State of North Carolina Louisiana or any of their respective agents agents, of any of their obligations or duties under the Storm Recovery Securitization Law, the Financing OrderOrder or the Issuance Advice Letter, or any issuance advice letter for the Storm Recovery Bonds and the Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary (ai) to seek to protect the Issuer and the Secured Parties from claims, state actions or other actions or proceedings of third parties that(including the exercise of eminent domain powers by the City) which, if successfully pursued, would result in a breach of any representation or warranty set forth in Article III or any covenant set forth in Article IV and (bii) to seek to block or overturn any attempts to cause a repeal of, rescission of, modification of or supplement to the Storm Recovery Securitization Law, the Financing Order or any issuance advice letter for Order, the Storm Recovery Bonds, Issuance Advice Letter or the rights of Holders of the Storm Recovery Bonds by legislative enactment or constitutional amendment that would be materially adverse to the Issuer or the Secured Parties or that which would otherwise cause an impairment of the rights of the Issuer or the Secured Parties. The costs of any such actions or proceedings undertaken by the Seller will be reimbursed by the Issuer payable as an Operating ExpenseExpense of the Issuer.

Protection of Title. The Seller shall execute and file such filings, including filings with the Secretary of State of the State of North Carolina Florida Secured Transaction Registry pursuant to the Storm Nuclear Asset-Recovery Law, and cause to be executed and filed such filings, all in such manner and in such places as may be required by law to fully preserve, maintain, protect and perfect the ownership interest of the Issuer, and the back-up precautionary security interest of the Issuer pursuant to Section 2.01, and the first priority security interest of the Indenture Trustee in the Storm Recovery Series Property, including all filings (including but not limited to continuation statements) required under the Storm Nuclear Asset-Recovery Law and the UCC relating to the transfer of the ownership of the rights and interest in the Storm Recovery Series Property by the Seller to the Issuer or the pledge of the Issuer’s interest in the Storm Recovery Series Property to the Indenture Trustee. The Seller shall deliver or cause to be delivered to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding necessary to compel performance by the Commission, the State of North Carolina Florida or any of their respective agents of any of their obligations or duties under the Storm Nuclear Asset-Recovery Law, the Financing Order, or any issuance advice letter for the Storm Recovery Series A Bonds and the Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary (a) to seek to protect the Issuer and the Secured Parties from claims, state actions or other actions or proceedings of third parties that, if successfully pursued, would result in a breach of any representation set forth in Article III or any covenant set forth in Article IV and (b) to seek to block or overturn any attempts to cause a repeal of, modification of or supplement to the Storm Nuclear Asset-Recovery Law, the Financing Order or any issuance advice letter for the Storm Recovery Series A Bonds, or the rights of Holders of the Storm Recovery Series A Bonds by legislative enactment or constitutional amendment that would be materially adverse to the Issuer or the Secured Parties or that would otherwise cause an impairment of the rights of the Issuer or the Secured Parties. The costs of any such actions or proceedings undertaken by the Seller will be reimbursed by the Issuer as an Operating Expense.

Protection of Title. The Seller shall execute and file such filings, including filings with the Secretary of State of the State of North Carolina Commission pursuant to the Storm Recovery LawDeferred Fuel Cost Statute, and cause to be executed and filed such filings, all in such manner and in such places as may be required by law to fully preserve, maintain, protect and perfect the ownership interest of the Issuer, and the back-up precautionary security interest of the Issuer pursuant to Section 2.012.01(a), and the first priority security interest of the Indenture Trustee in the Storm Recovery Deferred Fuel Cost Property, including all filings (including but not limited to continuation statements) required under the Storm Recovery Law Deferred Fuel Cost Statute and the UCC relating to the transfer of the ownership of the rights and interest in the Storm Recovery Deferred Fuel Cost Property by the Seller to the Issuer or the pledge of the Issuer’s interest in the Storm Recovery Deferred Fuel Cost Property to the Indenture Trustee. The Seller shall deliver or cause to be delivered to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available promptly following such filing. The Seller shall institute any action or proceeding necessary to compel performance by the Commission, the State Commonwealth of North Carolina Virginia or any of their respective agents of any of their obligations or duties under the Storm Recovery LawDeferred Fuel Cost Statute, the Financing Order, Order or any issuance advice letter for the Storm Recovery Deferred Fuel Cost Bonds and the Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary (a) to seek to protect the Issuer and the Secured Parties from claims, state actions or other actions or proceedings of third parties that, if successfully pursued, would result in a breach of any representation or warranty set forth in Article III or any covenant set forth in Article IV and (b) to seek to block or overturn any attempts to cause a repeal of, modification of or supplement to the Storm Recovery LawDeferred Fuel Cost Statute, the Financing Order or any issuance advice letter for the Storm Recovery Deferred Fuel Cost Bonds, or the rights of Holders of the Storm Recovery Bonds by legislative enactment or constitutional amendment that would be materially adverse to the Issuer or the Secured Parties or that would otherwise cause an impairment of the rights of the Issuer or the Secured Parties. The costs of any such actions or proceedings undertaken by the Seller will be reimbursed by the Issuer as an Operating Expense.

Protection of Title. The Seller shall execute and file such filings, including including, without limitation, filings with the Secretary of State of the State of North Carolina West Virginia pursuant to the Storm Recovery Securitization Law, and cause to be executed and filed such filings, all in such manner and in such places as may be required by law to fully preserve, maintain, protect and perfect the ownership interest of the Issuer, and the back-up precautionary security interest of the Issuer pursuant to Section 2.012.01 hereof, and the first priority security interest of the Indenture Trustee in the Storm Recovery CRR Property, including including, without limitation, all filings (including but not limited to continuation statements) required under the Storm Recovery Securitization Law and the UCC relating to the transfer of the ownership of the rights and interest in the Storm Recovery CRR Property by the Seller to the Issuer or the pledge of the Issuer’s interest in the Storm Recovery CRR Property to the Indenture Trustee. The Seller shall deliver or cause to be delivered to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding necessary to compel performance by the Commission, the State of North Carolina West Virginia or any of their respective agents agents, of any of their obligations or duties under the Storm Recovery Securitization Law, the Financing OrderOrder or the Issuance Advice Letter, or any issuance advice letter for the Storm Recovery Bonds and the Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary (ai) to seek to protect the Issuer and the Secured Parties from claims, state actions or other actions or proceedings of third parties thatwhich, if successfully pursued, would result in a breach of any representation set forth in Article III or any covenant set forth in Article IV and (bii) to seek to block or overturn any attempts to cause a repeal of, modification of or supplement to the Storm Recovery Securitization Law, the Financing Order or any issuance advice letter for Order, the Storm Recovery Bonds, Issuance Advice Letter or the rights of Holders of the Storm Recovery Bonds by legislative enactment or constitutional amendment that would be materially adverse to the Issuer or the Secured Parties or that which would otherwise cause an impairment of the rights of the Issuer or the Secured Parties. The costs of any such actions or proceedings undertaken will be payable by the Seller will be reimbursed by the Issuer as an Operating ExpenseSeller.

Protection of Title. The Seller shall execute and file such filings, including filings with the Secretary of State of the State of North Carolina Texas pursuant to the Storm Recovery Securitization Law, and cause to be executed and filed such filings, all in such manner and in such places as may be required by law to fully preserve, maintain, maintain and protect and perfect the ownership interest of the Issuer, and the back-up precautionary security interest of the Note Issuer pursuant to Section 2.01, and the first priority security interest of the Indenture Trustee in the Storm Recovery Transferred Transition Property, including all filings (including but not limited to continuation statements) required under the Storm Recovery Securitization Law and the UCC relating to the transfer of the ownership of the rights and interest in the Storm Recovery Transferred Transition Property by the Seller to the Note Issuer or the pledge of the Note Issuer’s 's interest in the Storm Recovery such Transferred Transition Property to the Indenture Trustee. The Seller shall deliver or cause to be delivered to the Note Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding necessary to compel performance by the CommissionPUCT, the State of North Carolina Texas or any of their respective agents agents, of any of their obligations or duties under the Storm Recovery Securitization Law, the any Financing Order, Order or any issuance advice letter for the Storm Recovery Bonds Issuance Advice Letter, and the Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary (ai) to seek to protect the Note Issuer and the Secured Parties Holders from claims, state actions or other actions or proceedings of third parties thatwhich, if successfully pursued, would result in a breach of any representation set forth in Article III or any covenant set forth in Article IV and (bii) to seek to block or overturn any attempts to cause a repeal of, modification of or supplement to the Storm Recovery Securitization Law, the Financing Order or Order, any issuance advice letter for the Storm Recovery Bonds, Issuance Advice Letter or the rights of Holders of the Storm Recovery Bonds Transition Noteholders by legislative enactment or constitutional amendment that would be materially adverse to the Issuer Issuer, the Indenture Trustee or the Secured Parties Transition Noteholder or that which would otherwise cause an impairment of the rights of the Note Issuer or the Secured PartiesHolders. The costs of any such actions or proceedings undertaken will be payable by the Seller will be reimbursed by the Issuer as an Operating ExpenseSeller.

Protection of Title. The Seller shall execute and file such filings, including including, without limitation, filings with the Secretary of State of the State of North Carolina Texas pursuant to the Storm Recovery Securitization Law, and cause to be executed and filed such filings, all in such manner and in such places as may be required by law to fully preserve, maintain, protect and perfect the ownership interest of the Issuer, Issuer and the back-up precautionary security interest of the Issuer pursuant to Section 2.01, and the first priority security interest of the Indenture Trustee in the Storm Recovery Transferred Transition Property, including including, without limitation, all filings (including but not limited to continuation statements) required under the Storm Recovery Securitization Law and the UCC relating to the transfer of the ownership of the rights and interest in the Storm Recovery Transferred Transition Property by the Seller to the Issuer or the pledge of the Issuer’s interest in the Storm Recovery such Transferred Transition Property to the Indenture Trustee. The Seller shall deliver or cause to be delivered to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding necessary to compel performance by the CommissionPUCT, the State of North Carolina Texas or any of their respective agents agents, of any of their obligations or duties under the Storm Recovery Securitization Law, the any Financing Order, Order or any issuance advice letter for the Storm Recovery Bonds Issuance Advice Letter, and the Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary (ai) to seek to protect the Issuer and the Secured Parties from claims, state actions or other actions or proceedings of third parties thatwhich, if successfully pursued, would result in a breach of any representation set forth in Article III or any covenant set forth in Article IV and (bii) to seek to block or overturn any attempts to cause a repeal of, modification of or supplement to the Storm Recovery Securitization Law, the Financing Order or Order, any issuance advice letter for the Storm Recovery Bonds, Issuance Advice Letter or the rights of Holders of the Storm Recovery Bonds by legislative enactment or constitutional amendment that would be materially adverse to the Issuer or the Secured Parties or that which would otherwise cause an impairment of the rights of the Issuer or the Secured Parties. The costs of any such actions or proceedings undertaken will be payable by the Seller will be reimbursed by the Issuer as an Operating ExpenseSeller.

Protection of Title. The Seller shall execute and file such filings, including filings with the Secretary of State of the State of North Carolina pursuant to the Storm Recovery Law, and cause to be executed and filed such filings, including filings with the BPU pursuant to the Competition Act, and take all such actions, all in such manner and in such places as may be required by under applicable law fully to fully preserve, maintain, maintain and protect and perfect the ownership interest of the Issuer, and the back-up precautionary security interest interests of the Issuer pursuant to Section 2.01, and the first priority security interest of the Indenture Trustee in the Storm Recovery Transferred Bondable Transition Property, including all filings (including but not limited to continuation statements) required under the Storm Recovery Law and the UCC Competition Act relating to the transfer of the ownership of the rights and interest in the Storm Recovery Transferred Bondable Transition Property by the Seller to the Issuer or and the pledge of the Issuer’s interest in Transferred Bondable Transition Property by the Storm Recovery Property Issuer to the Indenture Trustee. The Seller shall deliver (or cause to be delivered delivered) to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding necessary to compel the performance by the Commission, BPU or the State of North Carolina or any of their respective agents New Jersey of any of their obligations or duties under the Storm Recovery LawCompetition Act or the BPU Financing Orders, the Financing Order, or any issuance advice letter for the Storm Recovery Bonds and the Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary necessary: (a) to seek to protect the Issuer and its permitted assigns and the Secured Parties Transition Bondholders from claims, state actions or other actions or proceedings of third parties thatwhich, if successfully pursued, would result in a breach of any representation set forth in Article III or any covenant set forth in Article IV and III; or (b) to seek to block or overturn any attempts to cause a repeal of, modification of or supplement to the Storm Recovery LawCompetition Act, the BPU Financing Orders, any Advice Letter, the Restructuring Order (to the extent it affects the rights of Transition Bondholders or any issuance advice letter for the Storm Recovery Bonds, validity or value of the Bondable Transition Property) or the rights of Holders of the Storm Recovery Bonds Transition Bondholders by legislative enactment or constitutional amendment that would be materially adverse to the Issuer Issuer, the Trustee or the Secured Parties or that would otherwise cause an impairment of the rights of the Issuer or the Secured PartiesTransition Bondholders. The costs of any such actions or proceedings undertaken reasonably allocated by the Seller will to the Transferred Bondable Transition Property shall be reimbursed by the Issuer to the Seller from amounts on deposit in the Collection Account as an Operating Expense. The Seller's obligations pursuant to this Section 4.09 shall survive and continue notwithstanding that the payment of Operating Expenses pursuant to the Indenture may be delayed (it being understood that the Seller may be required to advance its own funds to satisfy its obligation hereunder). The Seller designates the Issuer as its agent and attorney-in-fact to execute any filings of financing statements, continuation statements or other instruments required of the Issuer pursuant to this Section, it being understood that the Issuer shall have no obligation to execute any such instruments.

Protection of Title. The Seller shall execute and file such filings, including filings with the Secretary of State of the State of North Carolina DPUC pursuant to the Storm Recovery LawStatute and Uniform Commercial Code continuation statements, and cause to be executed and filed such filings, all in such manner and in such places as may be required by law fully to fully preserve, maintain, maintain and protect and perfect the ownership interest of the Issuer, and the back-up precautionary security interest of the Note Issuer pursuant to Section 2.01, and the first priority security interest of the Indenture Trustee in the Storm Recovery Transition Property, including all filings (including but not limited to continuation statements) required under the Storm Recovery Law and the UCC Statute relating to the transfer of the ownership of the rights and interest in the Storm Recovery Transition Property by the Seller to the Note Issuer or and the pledge continued perfection of the Issuer’s interest in the Storm Recovery Property to the Indenture Trusteesuch ownership interest. The Seller shall deliver (or cause to be delivered delivered) to the Note Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding necessary to compel performance by the Commission, DPUC or the State of North Carolina or any of their respective agents Connecticut of any of their obligations or duties under the Storm Recovery Law, Statute or the Financing Order, or any issuance advice letter for the Storm Recovery Bonds and the Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary (ai) to seek to protect the Issuer Note Issuer, the Noteholders, the Certificateholders, the Note Trustee, the Delaware Trustee, the Certificate Trustee, the Certificate Issuer, the State of Connecticut, the Finance Authority, the State Treasurer, agencies of the State of Connecticut and the Secured Parties any of their respective affiliates, officials, officers, directors, employees, consultants, counsel and agents from claims, state actions or other actions or proceedings of third parties thatwhich, if successfully pursued, would result in a breach of any representation set forth in Article III or any covenant set forth in Article IV and (bii) to seek to block or overturn any attempts to cause a repeal of, modification of or supplement to the Storm Recovery LawStatute, the Financing Order or Order, any issuance advice letter for the Storm Recovery Bonds, Advice Letter or the rights of Holders of the Storm Recovery Bonds Noteholders by legislative enactment or constitutional amendment that would be materially adverse to the Issuer Note Issuer, the Note Trustee or the Secured Parties or that would otherwise cause an impairment Noteholders. If the Servicer performs its obligations under Section 5.02(d) of the rights Servicing Agreement in all respects, such performance shall be deemed to constitute performance of the Issuer or Seller's obligations pursuant to the Secured Partiesimmediately preceding sentence. In such event, the Seller agrees to assist the Servicer as reasonably necessary to perform its obligations under Section 5.02(d) of the Servicing Agreement in all respects. The costs of any such actions or proceedings undertaken by the Seller will shall be reimbursed by the Issuer payable from RRB Charge Collections as an Operating ExpenseExpense in accordance with the priorities set forth in Section 8.02(d) of the Note Indenture. The Seller's obligations pursuant to this Section 4.07 shall survive and continue notwithstanding the fact that the payment of Operating Expenses pursuant to Section 8.02(d) of the Note Indenture may be delayed (it being understood that the Seller may be required to advance its own funds to satisfy its obligations hereunder).

Protection of Title. The Seller shall execute and file such filings, including filings with the Secretary of State of the State of North Carolina pursuant to the Storm Recovery Law, and cause to be executed and filed such filings, and take all such actions, all in such manner and in such places as may be required by law fully to fully preserve, maintain, protect and perfect the ownership interest of the Issuer, and the back-up precautionary security interest interests of the Issuer pursuant to Section 2.01, and the first priority security interest of the Indenture Trustee in the Storm Recovery Transferred BGS Bondable Transition Property, including all filings (including but not limited to continuation statements) required under the Storm Recovery Law New Jersey UCC and the Delaware UCC relating to the transfer of the ownership of the rights and interest in the Storm Recovery Transferred BGS Bondable Transition Property by the Seller to the Issuer or and the pledge of the Issuer’s interest in Transferred BGS Bondable Transition Property by the Storm Recovery Property Issuer to the Indenture Trustee. The Seller shall deliver (or cause to be delivered delivered) to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding necessary to compel the performance by the Commission, BPU or the State of North Carolina or any of their respective agents New Jersey of any of their obligations or duties under the Storm Recovery Law, Competition Act or the Financing Order, or any issuance advice letter for the Storm Recovery Bonds and the Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary necessary: (a) to seek to protect the Issuer and the Secured Parties BGS Transition Bondholders from claims, state State actions or other actions or proceedings of third parties thatwhich, if successfully pursued, would result in a breach of any representation set forth in Article III or any covenant set forth in Article IV and III; or (b) to seek to block or overturn any attempts to cause a repeal of, modification of or supplement to the Storm Recovery LawCompetition Act, the Financing Order or Order, any issuance advice letter for the Storm Recovery BondsAdvice Letter, or the rights of Holders of the Storm Recovery Bonds BGS Transition Bondholders by legislative enactment or constitutional amendment that would be materially adverse to the Issuer Issuer, the Trustee or the Secured Parties or that would otherwise cause an impairment of the rights of the Issuer or the Secured PartiesBGS Transition Bondholders. The costs of any such actions or proceedings undertaken by the Seller will shall be reimbursed by the Issuer to the Seller from amounts on deposit in the Collection Account as an Operating Expense. The Seller's obligations pursuant to this Section 4.8 shall survive and continue notwithstanding that the payment of Operating Expenses pursuant to the Indenture may be delayed (it being understood that the Seller may be required to advance its own funds to satisfy its obligation hereunder). The Seller irrevocably, and as a power coupled with an interest, designates the Issuer as its agent and attorney-in-fact to execute any filings of financing statements, continuation statements or other instruments required of the Issuer pursuant to this Section, it being understood that the Issuer shall have no obligation to execute any such instruments.

Protection of Title. The Seller shall execute and file such filings, including filings with the Secretary of State of the State of North Carolina pursuant to the Storm Recovery Law, and cause to be executed and filed such filings, all in such manner and in such places as may be required by law to fully preserve, maintain, maintain and protect and perfect the ownership interest of the Issuer, and the back-up precautionary security interest interests of the Issuer pursuant to Section 2.01, and the first priority security interest of the Indenture Trustee in the Storm Recovery Securitized Utility Tariff Property, including all filings (including but not limited to continuation statements) required under the Storm Recovery Law Securitization Act and the UCC relating to the transfer of the ownership of the rights and interest in interests under the Storm Recovery Property Financing Order by the Seller to the Issuer or and the pledge of the Issuer’s interest in the Storm Recovery Securitized Utility Tariff Property by the Issuer to the Indenture Trustee. The Seller shall deliver (or cause to be delivered delivered) to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding reasonably necessary to compel performance by the Commission, Kansas Commission or the State of North Carolina or any of their respective agents Kansas of any of their obligations or duties under the Storm Recovery LawSecuritization Act, the Financing Order, Order or the Issuance Advice Letter relating to the transfer of the rights and interests under the Financing Order by the Seller to the Issuer and shall notify the Indenture Trustee of the institution of any issuance advice letter for the Storm Recovery Bonds and the such action. The Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary necessary: (a) to seek to protect the Issuer and the Secured Parties Securitized Utility Tariff Bondholders from claims, state actions or other actions or proceedings of third parties thatwhich, if successfully pursued, would result in a breach of any representation set forth in Article III or any covenant set forth in Article IV and III; or (b) to seek so long as the Seller is also the Servicer, to block or overturn any attempts to cause a repeal of, modification of or supplement to the Storm Recovery LawSecuritization Act, the Financing Order or any issuance advice letter for Order, the Storm Recovery Bonds, Issuance Advice Letter or the rights of Holders of the Storm Recovery Bonds Securitized Utility Tariff Bondholders by legislative enactment (including any action of the Kansas Commission of a legislative character) or constitutional amendment that would be materially adverse to the Issuer Issuer, the Indenture Trustee or the Secured Parties or that would otherwise cause an impairment of the rights of the Issuer or the Secured PartiesSecuritized Utility Tariff Bondholders. The costs of any such actions or proceedings undertaken by the Seller will shall be reimbursed by the Issuer to the Seller from amounts on deposit in the Collection Account as an Operating ExpenseExpense (as such terms are defined in the Indenture) in accordance with the terms of the Indenture. The Seller’s obligations pursuant to this Section 4.08 shall survive and continue notwithstanding that the payment of Operating Expenses pursuant to the Indenture may be delayed (it being understood that the Seller may be required to advance its own funds to satisfy its obligation hereunder). The Seller designates the Issuer as its agent and attorney-in-fact to execute any filings of financing statements, continuation statements or other instruments required of the Seller pursuant to this Section 4.08, it being understood that the Issuer shall have no obligation to execute any such instruments.

Protection of Title. The Seller shall execute and file such filings, including including, without limitation, filings with the Secretary of State of the State of North Carolina Louisiana UCC Filing Officer pursuant to the Storm Investment Recovery Securitization Law, and cause to be executed and filed such filings, all in such manner and in such places as may be required by law to fully preserve, maintain, protect and perfect the ownership interest (and in the case that the last sentence of Section 2.01(a) is operative, the Issuer, and the back-up precautionary security interest interest) of the Issuer pursuant to Section 2.01, and the first priority security interest of the Indenture Trustee in the Storm Investment Recovery Property, including including, without limitation, all filings (including but not limited to continuation statements) required under the Storm Investment Recovery Securitization Law and the UCC relating to the transfer of the ownership of the rights and interest in the Storm Investment Recovery Property by the Seller to the Issuer (and in the case that the last sentence of Section 2.01(a) of the Sale Agreement is operative, the security interest granted by the Seller to the Issuer) or the pledge of the Issuer’s interest in the Storm such Investment Recovery Property to the Indenture Trustee. The Seller shall deliver or cause to be delivered to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding necessary to compel performance by the CommissionLPSC, the State of North Carolina Louisiana or any of their respective agents agents, of any of their obligations or duties under the Storm Investment Recovery Securitization Law, the Financing OrderOrder or the Issuance Advice Letter, or any issuance advice letter for the Storm Recovery Bonds and the Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary (ai) to seek to protect the Issuer and the Secured Parties from claims, state actions or other actions or proceedings of third parties thatwhich, if successfully pursued, would result in a breach of any representation set forth in Article III or any covenant set forth in Article IV and (bii) to seek to block or overturn any attempts to cause a repeal of, rescission of, modification of or supplement to the Storm Investment Recovery Securitization Law, the Financing Order or any issuance advice letter for Order, the Storm Recovery Bonds, Issuance Advice Letter or the rights of Holders of the Storm Recovery Bonds by legislative enactment or constitutional amendment that would be materially adverse to the Issuer or the Secured Parties or that which would otherwise cause an impairment of the rights of the Issuer or the Secured Parties. The costs of any such actions or proceedings undertaken by the Seller will be reimbursed by the Issuer payable as an Operating Expenseoperating expense of the Issuer.

Protection of Title. The Seller shall execute and file such filings, including filings with the Secretary of State of the State of North Carolina NHPUC pursuant to the Storm Recovery LawStatute and Uniform Commercial Code filings, and cause to be executed and filed such filings, all in such manner and in such places as may be required by law fully to fully preserve, maintain, maintain and protect and perfect the ownership interest of the Issuer, and the back-up precautionary or security interest of the Issuer pursuant to Section 2.01, and the first priority security interest of the Indenture Trustee in the Storm Recovery RRB Property, including all filings (including but not limited to continuation statements) required under the Storm Recovery Law Statute and the UCC applicable Uniform Commercial Code relating to the transfer of the ownership of the rights and or security interest in the Storm Recovery RRB Property by the Seller to the Issuer or and the pledge granting of the Issuer’s a security interest in the Storm Recovery RRB Property by the Issuer to the Indenture TrusteeTrustee and the continued perfection of such ownership or security interest. The Seller shall deliver (or cause to be delivered delivered) to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding necessary to compel performance by the Commission, NHPUC or the State of North Carolina or any of their respective agents New Hampshire of any of their obligations or duties under the Storm Recovery Law, Statute or the Financing Finance Order, or any issuance advice letter for the Storm Recovery Bonds and the Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary (ai) to seek to protect the Issuer Issuer, the Bondholders, the Trustee, the State of New Hampshire, the State Treasurer, agencies of the State of New Hampshire and the Secured Parties any of their respective affiliates, officials, officers, directors, employees, consultants, counsel and agents from claims, state actions or other actions or proceedings of third parties thatwhich, if successfully pursued, would result in a breach of any representation set forth in Article III or any covenant set forth in Article IV and (bii) to seek to block or overturn any attempts to cause a repeal of, modification of or supplement to the Storm Recovery LawStatute, the Financing Order Finance Order, any Advice Letter (as defined in the Indenture), the Settlement Agreement (as defined in the Finance Order) (to the extent it adversely affects the rights of Bondholders or any issuance advice letter for the Storm Recovery Bonds, validity or value of the RRB Property) or the rights of Holders of the Storm Recovery Bonds Bondholders by executive action, legislative enactment or constitutional amendment that would be materially adverse to the Issuer Issuer, the Trustee or the Secured Parties or that would otherwise cause an impairment Bondholders. If the Servicer performs its obligations under Section 5.02(d) of the rights Servicing Agreement in all respects, such performance shall be deemed to constitute performance of the Issuer or Seller's obligations pursuant to clause (ii) of the Secured Partiesimmediately preceding sentence. In such event, the Seller agrees to assist the Servicer as reasonably necessary to perform its obligations under Section 5.02(d) of the Servicing Agreement in all respects. The costs of any such actions or proceedings undertaken by the Seller will shall be reimbursed by the Issuer payable from RRB Charge Collections as an Operating ExpenseExpense in accordance with the priorities set forth in Section 8.02(d) of the Indenture. The Seller's obligations pursuant to this Section 4.07 shall survive and continue notwithstanding the fact that the payment of Operating Expenses pursuant to Section 8.02(d) of the Indenture may be delayed (it being understood that the Seller may be required to advance its own funds to satisfy its obligations hereunder).

Protection of Title. Change of Name, Identity, Corporate -------------------------------------------------------- Structure or Location, Etc. -------------------------- (a) The Seller Transferor shall execute and file such filings, including filings with the Secretary of State of the State of North Carolina pursuant to the Storm Recovery Law, financing statements and cause to be executed and filed such filingscontinuation statements, all in such manner and in such places as may be required by law fully to fully preserve, maintain, maintain and protect and perfect the ownership interest of the IssuerDepositor, and the back-up precautionary security interest of the Issuer pursuant to Section 2.01, and the first priority security interest of the Indenture Trustee in the Storm Recovery Property, including all filings (including but not limited to continuation statements) required under the Storm Recovery Law Receivables and the UCC relating to the transfer of the ownership of the rights and interest in the Storm Recovery Property by the Seller to the Issuer or the pledge of the Issuer’s interest in the Storm Recovery Property to the Indenture Trusteeproceeds thereof. The Seller Transferor shall deliver (or cause to be delivered delivered) to the Issuer Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. . (b) The Seller Transferor shall institute not change its name, identity or corporate structure in any action manner that would, could or proceeding necessary to compel performance by the Commission, the State of North Carolina might make any financing statement or any of their respective agents of any of their obligations or duties under the Storm Recovery Law, the Financing Order, or any issuance advice letter for the Storm Recovery Bonds and the Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, continuation statement filed in each case as may be reasonably necessary accordance with paragraph (a) above seriously misleading within the meaning of Section 9-402(7) of the UCC, unless it shall have given the Depositor, the Owner Trustee and the Indenture Trustee at least five days' prior written notice thereof and shall have promptly filed appropriate amendments to seek all previously filed financing statements or continuation statements. (c) The Transferor shall give the Depositor, the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of its chief executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. (d) If at any time the Transferor shall propose to protect sell, grant a security interest in, or otherwise transfer any interest in boat receivables to any prospective purchaser, lender or other transferee, the Transferor shall give (or shall cause the Servicer to give) to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been transferred by the Transferor to the Depositor and by the Depositor to the Issuer and the Secured Parties from claims, state actions or other actions or proceedings of third parties that, if successfully pursued, would result in a breach of any representation set forth in Article III or any covenant set forth in Article IV and (b) to seek to block or overturn any attempts to cause a repeal of, modification of or supplement to the Storm Recovery Law, the Financing Order or any issuance advice letter for the Storm Recovery Bonds, or the rights of Holders of the Storm Recovery Bonds by legislative enactment or constitutional amendment that would be materially adverse to the Issuer or the Secured Parties or that would otherwise cause an impairment of the rights of the Issuer or the Secured Parties. The costs of any such actions or proceedings undertaken by the Seller will be reimbursed is owned by the Issuer as an Operating Expenseand has been pledged to the Indenture Trustee. (e) The Transferor shall cooperate fully and in good faith with the Servicer, the Indenture Trustee and the Boat Mortgage Trustee in order to maintain and promote the perfection and priority of security interests in the Financed Boats and in order to facilitate enforcement and collection of the Receivables.

Protection of Title. The Seller Change of Name, Identity, Corporate -------------------------------------------------------- Structure or Location, Etc. -------------------------- (a) DFS shall execute and file such filings, including filings with the Secretary of State of the State of North Carolina pursuant to the Storm Recovery Law, financing statements and cause to be executed and filed such filingscontinuation statements, all in such manner and in such places as may be required by law fully to fully preserve, maintain, maintain and protect and perfect the ownership interest of the IssuerGanis, and the back-up precautionary security interest of the Issuer pursuant to Section 2.01, and the first priority security interest of the Indenture Trustee in the Storm Recovery Property, including all filings (including but not limited to continuation statements) required under the Storm Recovery Law Receivables and the UCC relating to the transfer of the ownership of the rights and interest in the Storm Recovery Property by the Seller to the Issuer or the pledge of the Issuer’s interest in the Storm Recovery Property to the Indenture Trusteeproceeds thereof. The Seller DFS shall deliver (or cause to be delivered delivered) to the Issuer Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller . (b) DFS shall institute not change its name, identity or corporate structure in any action manner that would, could or proceeding necessary to compel performance by the Commission, the State of North Carolina might make any financing statement or any of their respective agents of any of their obligations or duties under the Storm Recovery Law, the Financing Order, or any issuance advice letter for the Storm Recovery Bonds and the Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, continuation statement filed in each case as may be reasonably necessary accordance with paragraph (a) above seriously misleading within the meaning of Section 9-402(7) of the UCC, unless it shall have given Ganis, the Owner Trustee and the Indenture Trustee at least five days' prior written notice thereof and shall have promptly filed appropriate amendments to seek all previously filed financing statements or continuation statements. (c) DFS shall give Ganis, the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of its chief executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. (d) If at any time DFS shall propose to protect sell, grant a security interest in, or otherwise transfer any interest in boat receivables to any prospective purchaser, lender or other transferee, DFS shall give (or shall cause the Servicer to give) to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any DFS Receivable, shall indicate clearly that such DFS Receivable has been transferred by DFS to Ganis and by Ganis to the Issuer and the Secured Parties from claims, state actions or other actions or proceedings of third parties that, if successfully pursued, would result in a breach of any representation set forth in Article III or any covenant set forth in Article IV and (b) to seek to block or overturn any attempts to cause a repeal of, modification of or supplement to the Storm Recovery Law, the Financing Order or any issuance advice letter for the Storm Recovery Bonds, or the rights of Holders of the Storm Recovery Bonds by legislative enactment or constitutional amendment that would be materially adverse to the Issuer or the Secured Parties or that would otherwise cause an impairment of the rights of the Issuer or the Secured Parties. The costs of any such actions or proceedings undertaken by the Seller will be reimbursed is owned by the Issuer as an Operating Expenseand has been pledged to the Indenture Trustee. (e) DFS shall cooperate fully and in good faith with the Servicer (if at any time DFS is not the Servicer), the Indenture Trustee and the Boat Mortgage Trustee in order to maintain and promote the perfection and priority of security interests in the Financed Boats and in order to facilitate enforcement and collection of the Receivables.