Common use of Protection of Trust Estate Clause in Contracts

Protection of Trust Estate. (a) The Issuer shall from time to time authorize, 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 lien and security interest (and the priority thereof) of this Indenture or carry out more effectively the purposes hereof; (ii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (iii) enforce any of the Collateral; or (iv) preserve and defend title to the Trust Estate and the rights of the Indenture Trustee and the Noteholders in the Trust Estate against the claims of all Persons. (b) The Issuer hereby authorizes the Administrator and the Indenture Trustee to file any financing statement or continuation statement required pursuant to this Section 3.5 and designates the Administrator and the Indenture Trustee as its agent and attorney-in-fact to execute any other instrument required to be executed pursuant to this Section 3.5; it being understood that such authorization shall not be deemed to be an obligation on the part of the Administrator or the Indenture Trustee to make any such filing. The Issuer further hereby authorizes the Administrator and the Indenture Trustee to file any financing statement and amendments thereto that indicate the Collateral (A) as all assets of the Issuer, all personal property of the Issuer or words of similar effect, regardless of whether any particular asset included in the Collateral falls within the scope of Article 9 of the Relevant UCC, or (B) as being of an equal or lesser scope or with greater detail. If the Indenture Trustee prepares or files any such financing statement, continuation statement or amendment thereto, the Indenture Trustee’s responsibility with respect to such financing statement, continuation statement or amendment shall be subject to the provisions of Sections 6.1 and 6.4 hereof.

Protection of Trust Estate. (a) The Issuer shall will from time to time authorizeprepare, 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 will take such other action, action necessary or advisable to: (i) maintain or preserve the lien and security interest (and the priority thereof) of this Indenture or carry out more effectively the purposes hereof; (ii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (iii) cause the Issuer or Master Servicer to enforce any of the Collateralrights to the Mortgage Loans; or (iv) preserve and defend title to the Trust Estate and the rights of the Indenture Trustee and the Noteholders Bondholders in the such Trust Estate against the claims of all Personspersons and parties. (b) Except as otherwise provided in this Indenture, the Indenture Trustee shall not remove any portion of the Trust Estate that consists of money or is evidenced by an instrument, certificate or other writing from the jurisdiction in which it was held at the date of the most recent Opinion of Counsel delivered pursuant to Section 3.07 hereof (or from the jurisdiction in which it was held as described in the Opinion of Counsel delivered on the Closing Date pursuant to Section 3.07(a) hereof, or if no Opinion of Counsel has yet been delivered pursuant to Section 3.07(b) hereof, unless the Indenture Trustee shall have first received an Opinion of Counsel to the effect that the lien and security interest created by this Indenture with respect to such property will continue to be maintained after giving effect to such action or actions). The Issuer hereby authorizes the Administrator and designates the Indenture Trustee to file any financing statement or continuation statement required pursuant to this Section 3.5 and designates the Administrator and the Indenture Trustee as its agent and attorney-in-fact to execute sign any other instrument required to be executed pursuant to this Section 3.5; it being understood that such authorization shall not be deemed to be an obligation on the part of the Administrator or the Indenture Trustee to make any such filing. The Issuer further hereby authorizes the Administrator and the Indenture Trustee to file any financing statement and amendments thereto that indicate the Collateral (A) as all assets of the Issuer, all personal property of the Issuer or words of similar effect, regardless of whether any particular asset included in the Collateral falls within the scope of Article 9 of the Relevant UCC, or (B) as being of an equal or lesser scope or with greater detail. If the Indenture Trustee prepares or files any such financing statement, continuation statement or amendment thereto, other instrument required to be signed pursuant to this Section 3.06 upon the Issuer's preparation thereof and delivery to the Indenture Trustee’s responsibility with respect to such financing statement, continuation statement or amendment shall be subject to the provisions of Sections 6.1 and 6.4 hereof.

Protection of Trust Estate. (a) The Issuer shall from time to time authorize, 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 lien and security interest (and the priority thereof) of this Indenture or carry out more effectively the purposes hereof; (ii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (iii) enforce any of the Collateral; or (iv) preserve and defend title to the Trust Estate and the rights of the Indenture Trustee and the Noteholders in the Trust Estate against the claims of all Persons. (b) The Issuer hereby authorizes the Administrator and the Indenture Trustee to file any financing statement or continuation statement required pursuant to this Section 3.5 and designates the Administrator and the Indenture Trustee as its agent and attorney-in-fact to execute any other instrument required to be executed pursuant to this Section 3.5; it being understood that such authorization shall not be deemed to be an obligation on the part of the Administrator or the Indenture Trustee to make any such filing. The Issuer further hereby authorizes the Administrator and the Indenture Trustee to file any financing statement and amendments thereto that indicate the Collateral (A) as all assets of the Issuer, all personal property of the Issuer or words of similar effect, regardless of whether any particular asset included in the Collateral falls within the scope of Article 9 of the Relevant UCC, or (B) as being of an equal or lesser scope or with greater detail. If the Indenture Trustee prepares or files any such financing statement, continuation statement or amendment thereto, the Indenture Trustee’s responsibility with respect to such financing statement, continuation statement or amendment shall be subject to the provisions of Sections 6.1 and 6.4 hereof.

Protection of Trust Estate. (a) The Issuer shall will from time to time authorizeprepare, 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 will take such other action, action necessary or advisable to: (i) maintain or preserve the lien and security interest (and the priority thereof) of this Indenture or carry out more effectively the purposes hereof; (ii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (iii) cause the Issuer or Master Servicer to enforce any of the Collateralrights to the Mortgage Loans; or (iv) preserve and defend title to the Trust Estate and the rights of the Indenture Trustee Trustee, the Bond Insurer and the Noteholders Bondholders in the such Trust Estate against the claims of all Personspersons and parties. (b) Except as otherwise provided in this Indenture, the Indenture Trustee shall not remove any portion of the Trust Estate that consists of money or is evidenced by an instrument, certificate or other writing from the jurisdiction in which it was held at the date of the most recent Opinion of Counsel delivered pursuant to Section 3.07 hereof (or from the jurisdiction in which it was held as described in the Opinion of Counsel delivered on the Closing Date pursuant to Section 3.07(a) hereof, or if no Opinion of Counsel has yet been delivered pursuant to Section 3.07(b) hereof, unless the Indenture Trustee shall have first received an Opinion of Counsel to the effect that the lien and security interest created by this Indenture with respect to such property will continue to be maintained after giving effect to such action or actions). The Issuer hereby authorizes the Administrator and designates the Indenture Trustee to file any financing statement or continuation statement required pursuant to this Section 3.5 and designates the Administrator and the Indenture Trustee as its agent and attorney-in-fact to execute sign any other instrument required to be executed pursuant to this Section 3.5; it being understood that such authorization shall not be deemed to be an obligation on the part of the Administrator or the Indenture Trustee to make any such filing. The Issuer further hereby authorizes the Administrator and the Indenture Trustee to file any financing statement and amendments thereto that indicate the Collateral (A) as all assets of the Issuer, all personal property of the Issuer or words of similar effect, regardless of whether any particular asset included in the Collateral falls within the scope of Article 9 of the Relevant UCC, or (B) as being of an equal or lesser scope or with greater detail. If the Indenture Trustee prepares or files any such financing statement, continuation statement or amendment thereto, other instrument required to be signed pursuant to this Section 3.06 upon the Issuer's preparation thereof and delivery to the Indenture Trustee’s responsibility with respect to such financing statement, continuation statement or amendment shall be subject to the provisions of Sections 6.1 and 6.4 hereof.

Protection of Trust Estate. (a) The Issuer shall Issuing Entity will from time to time authorize, 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 will take such other action, action necessary or advisable to: (i) maintain or preserve the lien and security interest (and the priority thereof) of this Indenture or carry out more effectively the purposes hereof; (ii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (iii) cause the Issuing Entity to enforce any of the CollateralMortgage Loans; or (iv) preserve and defend title to the Trust Estate and the rights of the Indenture Trustee and the Noteholders in the such Trust Estate against the claims of all Personspersons and parties. (b) The Issuer hereby authorizes the Administrator and Except as otherwise provided in this Indenture, the Indenture Trustee to file shall not remove any financing statement portion of the Trust Estate that consists of money or continuation statement required is evidenced by an instrument, certificate or other writing from the jurisdiction in which it was held at the date of the most recent Opinion of Counsel delivered pursuant to Section 3.07 (or from the jurisdiction in which it was held as described in the Opinion of Counsel delivered at the Closing Date pursuant to Section 3.07(a), if no Opinion of Counsel has yet been delivered pursuant to Section 3.07(b) unless the Trustee shall have first received an Opinion of Counsel to the effect that the lien and security interest created by this Section 3.5 and Indenture with respect to such property will continue to be maintained after giving effect to such action or actions. The Issuing Entity hereby designates the Administrator and the Indenture Trustee as its agent and attorney-in-fact to execute any financing statement, continuation statement or other instrument required to be executed pursuant to this Section 3.5; it being understood that such authorization shall not be deemed to be an obligation on the part of the Administrator or the Indenture Trustee to make any such filing. The Issuer further hereby authorizes the Administrator and the Indenture Trustee to file any financing statement and amendments thereto that indicate the Collateral (A) as all assets of the Issuer, all personal property of the Issuer or words of similar effect, regardless of whether any particular asset included in the Collateral falls within the scope of Article 9 of the Relevant UCC, or (B) as being of an equal or lesser scope or with greater detail. If the Indenture Trustee prepares or files any such financing statement, continuation statement or amendment thereto, the Indenture Trustee’s responsibility with respect to such financing statement, continuation statement or amendment shall be subject to the provisions of Sections 6.1 and 6.4 hereof3.06.

Protection of Trust Estate. (a) The Issuer shall will from time to time authorizeprepare, 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 will take such other action, action necessary or advisable to: (i) maintain or preserve the lien and security interest (and the priority thereof) of this Indenture or carry out more effectively the purposes hereof; (ii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (iii) cause the Issuer or the Indenture Trustee to enforce any of the Collateralrights to the Mortgage Loans; or (iv) preserve and defend title to the Trust Estate and the rights of the Indenture Trustee and the Noteholders in the Trust Estate against the claims of all Personspersons and parties. (b) Except as otherwise provided in this Indenture, the Indenture Trustee shall not remove or permit the Custodian to remove any portion of the Trust Estate that consists of money or is evidenced by an instrument, certificate or other writing from the jurisdiction in which it was held at the date of the most recent Opinion of Counsel delivered pursuant to Section 3.07 hereof (or from the jurisdiction in which it was held as described in the Opinion of Counsel delivered on the Closing Date pursuant to Section 3.07(a) hereof, or if no Opinion of Counsel has yet been delivered pursuant to Section 3.07(b) hereof, unless the Indenture Trustee shall have first received an Opinion of Counsel to the effect that the lien and security interest created by this Indenture with respect to such property will continue to be maintained after giving effect to such action or actions). The Issuer hereby authorizes the Administrator and designates the Indenture Trustee to file any financing statement or continuation statement required pursuant to this Section 3.5 and designates the Administrator and the Indenture Trustee as its agent and attorney-in-fact to execute sign any other instrument required to be executed pursuant to this Section 3.5; it being understood that such authorization shall not be deemed to be an obligation on the part of the Administrator or the Indenture Trustee to make any such filing. The Issuer further hereby authorizes the Administrator and the Indenture Trustee to file any financing statement and amendments thereto that indicate the Collateral (A) as all assets of the Issuer, all personal property of the Issuer or words of similar effect, regardless of whether any particular asset included in the Collateral falls within the scope of Article 9 of the Relevant UCC, or (B) as being of an equal or lesser scope or with greater detail. If the Indenture Trustee prepares or files any such financing statement, continuation statement or amendment thereto, other instrument required to be signed pursuant to this Section 3.06 upon the Issuer's preparation thereof and delivery to the Indenture Trustee’s responsibility Trustee with respect to such financing statement, continuation statement or amendment shall be subject to the provisions of Sections 6.1 and 6.4 hereofappropriate instructions.

Protection of Trust Estate. (a) The Issuer shall Trustee will hold the Trust Estate in trust for the benefit of the Owners and, upon request of the Certificate Insurer, or, with the consent of the Certificate Insurer, at the request and expense of the Company, will from time to time authorize, execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all such financing statements, continuation statements, instruments of further assurance and other instruments, and shall will take such other actionaction upon such request from the Company or the Certificate Insurer, necessary or advisable to: (i) maintain or preserve the lien and security interest (and the priority thereof) of this Indenture or carry out more effectively hold in trust all or any portion of the purposes hereofTrust Estate; (ii) perfect, publish notice of or protect the validity of any Grant grant made or to be made by this IndentureAgreement; (iii) enforce any of the CollateralMortgage Loans; or (iv) preserve and defend title to the Trust Estate and the rights of the Indenture Trustee Trustee, and the Noteholders ownership interests of the Owners represented thereby, in the such Trust Estate against the claims of all PersonsPersons and parties. The Trustee shall send copies of any request received from the Certificate Insurer or the Company to take any action pursuant to this Section 6.3 to the other party. (b) The Issuer hereby authorizes Trustee shall have the Administrator power to enforce, shall enforce the obligations of the other parties to this Agreement and of the Indenture Certificate Insurer, by action, suit or proceeding at law or equity and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to file it and (ii) when required by this Agreement, have been requested to take such action by a majority of the Percentage Interests represented by the affected Class or Classes of Class A Certificates then Outstanding or, if there are no longer any financing statement or continuation statement affected Class A Certificates then outstanding, by such majority of the Percentage Interests represented by the Class R Certificates. (c) The Trustee shall execute any instrument required pursuant to this Section 3.5 and designates the Administrator and the Indenture Trustee so long as its agent and attorney-in-fact to execute any other such instrument required to be executed pursuant to does not conflict with this Section 3.5; it being understood that such authorization shall not be deemed to be an obligation on the part of the Administrator or the Indenture Trustee to make any such filing. The Issuer further hereby authorizes the Administrator and the Indenture Trustee to file any financing statement and amendments thereto that indicate the Collateral (A) as all assets of the Issuer, all personal property of the Issuer or words of similar effect, regardless of whether any particular asset included in the Collateral falls within the scope of Article 9 of the Relevant UCC, or (B) as being of an equal or lesser scope Agreement or with greater detail. If the Indenture Trustee prepares or files any such financing statement, continuation statement or amendment thereto, the Indenture Trustee’s responsibility with respect to such financing statement, continuation statement or amendment shall be subject to the provisions of Sections 6.1 and 6.4 hereof's fiduciary duties.

Protection of Trust Estate. (a) The Issuer shall will from time to time authorizeprepare, 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 will take such other action, action necessary or advisable to: (i) maintain or preserve the lien and security interest (and the priority thereof) of this Indenture or carry out more effectively the purposes hereof; (ii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (iii) cause the Issuer or Master Servicer to enforce any of the Collateralrights to the Mortgage Loans; or (iv) preserve and defend title to the Trust Estate and the rights of the Indenture Trustee Trustee, the Bond Insurer and the Noteholders Bondholders in the such Trust Estate against the claims of all Personspersons and parties. (b) Except as otherwise provided in this Indenture, the Indenture Trustee shall not remove any portion of the Trust Estate that consists of money or is evidenced by an instrument, certificate or other writing from the jurisdiction in which it was held at the date of the most recent Opinion of Counsel delivered pursuant to Section 3.07 hereof (or from the jurisdiction in which it was held as described in the Opinion of Counsel delivered on the Closing Date pursuant to Section 3.07(a) hereof, or if no Opinion of Counsel has yet been delivered pursuant to Section 3.07(b) hereof unless the Indenture Trustee shall have first received an Opinion of Counsel to the effect that the lien and security interest created by this Indenture with respect to such property will continue to be maintained after giving effect to such action or actions). The Issuer hereby authorizes the Administrator and designates the Indenture Trustee to file any financing statement or continuation statement required pursuant to this Section 3.5 and designates the Administrator and the Indenture Trustee as its agent and attorney-in-fact to execute sign any other instrument required to be executed pursuant to this Section 3.5; it being understood that such authorization shall not be deemed to be an obligation on the part of the Administrator or the Indenture Trustee to make any such filing. The Issuer further hereby authorizes the Administrator and the Indenture Trustee to file any financing statement and amendments thereto that indicate the Collateral (A) as all assets of the Issuer, all personal property of the Issuer or words of similar effect, regardless of whether any particular asset included in the Collateral falls within the scope of Article 9 of the Relevant UCC, or (B) as being of an equal or lesser scope or with greater detail. If the Indenture Trustee prepares or files any such financing statement, continuation statement or amendment thereto, other instrument required to be signed pursuant to this Section 3.06 upon the Issuer's preparation thereof and delivery to the Indenture Trustee’s responsibility with respect to such financing statement, continuation statement or amendment shall be subject to the provisions of Sections 6.1 and 6.4 hereof.

Protection of Trust Estate. (a) The Issuer shall Issuing Entity will, from time to time authorizetime, 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 will take such other action, action as may be necessary or advisable to: (i) Grant more effectively all or any portion of the Trust Estate as made by this Indenture; (ii) maintain or preserve the lien and security interest (and the priority thereof) of this Indenture or carry out more effectively the purposes hereof; (iiiii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (iiiiv) enforce any of the CollateralMortgage Loans or the Sale and Servicing Agreement; or (ivv) preserve and defend title to the Trust Estate and the rights of the Indenture Trustee Trustee, [the Swap Provider] and the Noteholders in the Mortgage Loans and the other property held as part of the Trust Estate against the claims of all PersonsPersons and parties. (b) The Issuer hereby authorizes Indenture Trustee shall not remove any portion of the Administrator and Trust Estate that consists of money or is evidenced by an instrument, certificate or other writing from the jurisdiction in which it was held at the Closing Date (provided that the Indenture Trustee to file any financing statement or continuation statement required pursuant to this Section 3.5 and designates may allow for the Administrator and the Indenture Trustee as its agent and attorney-in-fact to execute any other instrument required to be executed pursuant to this Section 3.5; it being understood that such authorization shall not be deemed to be an obligation on the part release of the Administrator or the Indenture Trustee to make any such filing. The Issuer further hereby authorizes the Administrator and the Indenture Trustee to file any financing statement and amendments thereto that indicate the Collateral (A) as all assets of the Issuer, all personal property of the Issuer or words of similar effect, regardless of whether any particular asset included in the Collateral falls within the scope of Article 9 of the Relevant UCC, or (B) as being of an equal or lesser scope or with greater detail. If the Indenture Trustee prepares or files any such financing statement, continuation statement or amendment thereto, the Indenture Trustee’s responsibility Mortgage File as provided in the Sale and Servicing Agreement and may also move its files to the State of California) or cause or permit ownership or the pledge of any portion of the Trust Estate that consists of book-entry securities to be recorded on the books of a Person located in a different jurisdiction from the jurisdiction in which such ownership or pledge was recorded at such time unless the Indenture Trustee shall have first received an Opinion of Counsel to the effect that the lien and security interest created by this Indenture with respect to such financing statement, continuation statement property will continue to be maintained after giving effect to such action or amendment shall be subject to the provisions of Sections 6.1 and 6.4 hereofactions.

Protection of Trust Estate. (a) The Issuer shall will from time to time authorizeprepare, 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 will take such other action, action necessary or advisable to: (i) maintain or preserve the lien and security interest (and the priority thereof) of this Indenture or carry out more effectively the purposes hereof; (ii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (iii) cause the Issuer or the Indenture Trustee to enforce any of the Collateralrights to the Mortgage Loans; or (iv) preserve and defend title to the Trust Estate and the rights of the Indenture Trustee and the Noteholders in the such Trust Estate against the claims of all Personspersons and parties. (b) Except as otherwise provided in this Indenture, the Indenture Trustee shall not remove or permit the Custodian to remove any portion of the Trust Estate that consists of money or is evidenced by an instrument, certificate or other writing from the jurisdiction in which it was held at the date of the most recent Opinion of Counsel delivered pursuant to Section 3.05 hereof (or from the jurisdiction in which it was held as described in the Opinion of Counsel delivered on the Closing Date pursuant to Section 3.05(a) hereof, if no Opinion of Counsel has yet been delivered pursuant to Section 3.05(b) hereof), unless the Indenture Trustee shall have first received an Opinion of Counsel to the effect that the lien and security interest created by this Indenture with respect to such property will continue to be maintained after giving effect to such action or actions. The Issuer hereby authorizes the Administrator and designates the Indenture Trustee to file any financing statement or continuation statement required pursuant to this Section 3.5 and designates the Administrator and the Indenture Trustee as its agent and attorney-in-fact to execute sign any other instrument required to be executed pursuant to this Section 3.5; it being understood that such authorization shall not be deemed to be an obligation on the part of the Administrator or the Indenture Trustee to make any such filing. The Issuer further hereby authorizes the Administrator and the Indenture Trustee to file any financing statement and amendments thereto that indicate the Collateral (A) as all assets of the Issuer, all personal property of the Issuer or words of similar effect, regardless of whether any particular asset included in the Collateral falls within the scope of Article 9 of the Relevant UCC, or (B) as being of an equal or lesser scope or with greater detail. If the Indenture Trustee prepares or files any such financing statement, continuation statement or amendment thereto, other instrument required to be signed pursuant to this Section 3.04 upon the Issuer’s preparation thereof and delivery to the Indenture Trustee’s responsibility with respect to such financing statement, continuation statement or amendment shall be subject to the provisions of Sections 6.1 and 6.4 hereof.

Protection of Trust Estate. (a) The Issuer shall from time to time authorize, execute and deliver all such supplements and amendments hereto and all such filings with the Kansas Commission, the Secretary of State of the State of Delaware or the Secretary of State of the State of Kansas pursuant to the Financing Order or to the Securitization Act and all financing statements, continuation statements, instruments of further assurance and other instruments, and shall take such other action, action necessary or advisable advisable, to: (ia) maintain or preserve the lien Lien and security interest (and the priority thereof) of this Indenture or carry out more effectively the purposes hereof; (iib) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (iiic) enforce any of the Collateral; orTrust Estate; (ivd) preserve and defend title to the Trust Estate and the rights of the Indenture Trustee and the Noteholders Holders in the Trust Estate against the claims Claims of all Persons., including a challenge by any party to the validity or enforceability of the Financing Order, the Securitized Utility Tariff Property or any proceeding relating thereto and institute any Proceeding necessary to compel performance by the Kansas Commission or the State of Kansas of any of its obligations or duties under the Securitization Act, the State Pledge, the Kansas Commission Pledge, or the Financing Order, as the case may be; and (be) pay any and all taxes levied or assessed upon all or any part of the Trust Estate. The Issuer hereby authorizes the Administrator and the Indenture Trustee is specifically permitted and authorized, but not required to file any financing statement statements covering the Trust Estate, including financing statements that describe the Trust Estate as “all assets” or continuation statement required pursuant to this Section 3.5 and designates “all personal property” of the Administrator and the Indenture Trustee as its agent and attorney-in-fact to execute any other instrument required to be executed pursuant to this Section 3.5Issuer; it being understood provided, however, that such authorization shall not be deemed to be an obligation on the part of the Administrator or and it being understood that the Indenture Trustee to make any such filing. The Issuer further hereby authorizes the Administrator and the Indenture Trustee to file any financing statement and amendments thereto that indicate the Collateral (A) as all assets of the Issuer, all personal property of the Issuer or words of similar effect, regardless of whether any particular asset included in the Collateral falls within the scope of Article 9 of the Relevant UCC, or (B) as being of an equal or lesser scope or with greater detail. If the Indenture Trustee prepares or files shall not be responsible for filing any such financing statement, continuation statement or amendment thereto, the Indenture Trustee’s responsibility unless directed to do so in accordance with respect to such financing statement, continuation statement or amendment shall be subject to the provisions of Sections 6.1 this Section 3.05 and 6.4 hereofshall have no obligations or any duty to prepare, authorize, execute or file such documents.

Protection of Trust Estate. (a) The Issuer intends the security interest Granted pursuant to this Indenture in favor of the Indenture Trustee on behalf of the Noteholders to be prior to all other liens in respect of the Pledged Assets, and the Issuer shall take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders, a first lien on and a first priority, perfected security interest in the Pledged Assets. The Issuer will from time to time authorize, execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, all as prepared by the initial Servicer and shall delivered to the Issuer, and will take such other action, action necessary or advisable to: (i) Grant more effectively all or any portion of the Pledged Assets; (ii) maintain or preserve the lien and security interest (and the priority thereof) of created by this Indenture in favor of the Indenture Trustee for the benefit of the Noteholders to the extent expressly set forth herein or the other Basic Documents, or carry out more effectively the purposes hereof; (iiiii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (iiiiv) enforce any of the Collateral; or (iv) preserve and defend title to the Trust Estate and the rights of the Indenture Trustee and the Noteholders in any of the Trust Estate Pledged Assets; (v) preserve and defend title to the Pledged Assets and the rights of the Indenture Trustee and the Noteholders, in such Pledged Assets against the claims of all Persons.persons and parties; or (bvi) pay all taxes or assessments levied or assessed upon the Pledged Assets when due. The Issuer hereby authorizes the Administrator and designates the Indenture Trustee to file (without any financing statement or continuation statement required pursuant to this Section 3.5 and designates the Administrator and the Indenture Trustee as obligation) its agent and attorney-in-fact to execute any and file all financing statements, continuation statements or other instrument instruments required to be executed pursuant to this Section 3.5; it being understood that such authorization shall not be deemed to be an obligation on the part of the Administrator or the Indenture Trustee to make any such filing. The Issuer further hereby authorizes the Administrator and the Indenture Trustee to file any financing statement and amendments thereto that indicate the Collateral (A) as all assets of the Issuer, all personal property of the Issuer or words of similar effect, regardless of whether any particular asset included in the Collateral falls within the scope of Article 9 of the Relevant UCC, or (B) as being of an equal or lesser scope or with greater detail. If the Indenture Trustee prepares or files any such financing statement, continuation statement or amendment thereto, the Indenture Trustee’s responsibility with respect to such financing statement, continuation statement or amendment shall be subject to the provisions of Sections 6.1 and 6.4 hereofSection.

Protection of Trust Estate. (a) The Issuer shall will from time to time authorizeprepare, 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 will take such other action, action necessary or advisable to: (i) maintain or preserve the lien and security interest (and the priority thereof) of this Indenture or carry out more effectively the purposes hereof; (ii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (iii) enforce any provision of the CollateralGrantor Trust Certificate or Grantor Trust Agreement; or (iv) preserve and defend title to the Trust Estate and the rights of the Indenture Trustee and the Noteholders in the such Trust Estate against the claims of all Personspersons and parties. (b) Except as otherwise provided in this Indenture, the Indenture Trustee shall not remove or permit the Custodian to remove any portion of the Trust Estate that consists of money or is evidenced by an instrument, certificate or other writing from the jurisdiction in which it was held at the date of the most recent Opinion of Counsel delivered pursuant to Section 3.05 hereof (or from the jurisdiction in which it was held as described in the Opinion of Counsel delivered on the Closing Date pursuant to Section 3.05(a) hereof, if no Opinion of Counsel has yet been delivered pursuant to Section 3.05(b) hereof), unless the Indenture Trustee shall have first received an Opinion of Counsel to the effect that the lien and security interest created by this Indenture with respect to such property will continue to be maintained after giving effect to such action or actions. The Issuer hereby authorizes the Administrator and designates the Indenture Trustee to file any financing statement or continuation statement required pursuant to this Section 3.5 and designates the Administrator and the Indenture Trustee as its agent and attorney-in-fact to execute sign any other instrument required to be executed pursuant to this Section 3.5; it being understood that such authorization shall not be deemed to be an obligation on the part of the Administrator or the Indenture Trustee to make any such filing. The Issuer further hereby authorizes the Administrator and the Indenture Trustee to file any financing statement and amendments thereto that indicate the Collateral (A) as all assets of the Issuer, all personal property of the Issuer or words of similar effect, regardless of whether any particular asset included in the Collateral falls within the scope of Article 9 of the Relevant UCC, or (B) as being of an equal or lesser scope or with greater detail. If the Indenture Trustee prepares or files any such financing statement, continuation statement or amendment thereto, other instrument required to be signed pursuant to this Section 3.04 upon the Issuer’s preparation thereof and delivery to the Indenture Trustee’s responsibility with respect to such financing statement, continuation statement or amendment shall be subject to the provisions of Sections 6.1 and 6.4 hereof.

Protection of Trust Estate. (a) The Issuer shall will from time to time authorizeprepare, 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 will take such other action, action necessary or advisable to: (i) maintain or preserve the lien and security interest (and the priority thereof) of this Indenture or carry out more effectively the purposes hereof; (ii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (iii) enforce any provision of the CollateralGrantor Trust Certificate or Grantor Trust Agreement; or (iv) preserve and defend title to the Trust Estate and the rights of the Indenture Trustee and the Noteholders in the such Trust Estate against the claims of all Personspersons and parties. (b) Except as otherwise provided in this Indenture, the Indenture Trustee shall not remove or permit the Custodian to remove any portion of the Trust Estate that consists of money or is evidenced by an instrument, certificate or other writing from the jurisdiction in which it was held at the date of the most recent Opinion of Counsel delivered pursuant to Section 3.05 hereof (or from the jurisdiction in which it was held as described in the Opinion of Counsel delivered on the Closing Date pursuant to Section 3.05(a) hereof, if no Opinion of Counsel has yet been delivered pursuant to Section 3.05(b) hereof), unless the Indenture Trustee shall have first received an Opinion of Counsel to the effect that the lien and security interest created by this Indenture with respect to such property will continue to be maintained after giving effect to such action or actions. The Issuer hereby authorizes the Administrator and designates the Indenture Trustee to file any financing statement or continuation statement required pursuant to this Section 3.5 and designates the Administrator and the Indenture Trustee as its agent and attorney-in-fact to execute sign any other instrument required to be executed pursuant to this Section 3.5; it being understood that such authorization shall not be deemed to be an obligation on the part of the Administrator or the Indenture Trustee to make any such filing. The Issuer further hereby authorizes the Administrator and the Indenture Trustee to file any financing statement and amendments thereto that indicate the Collateral (A) as all assets of the Issuer, all personal property of the Issuer or words of similar effect, regardless of whether any particular asset included in the Collateral falls within the scope of Article 9 of the Relevant UCC, or (B) as being of an equal or lesser scope or with greater detail. If the Indenture Trustee prepares or files any such financing statement, continuation statement or amendment thereto, other instrument required to be signed pursuant to this Section 3.04 upon the Issuer's preparation thereof and delivery to the Indenture Trustee’s responsibility with respect to such financing statement, continuation statement or amendment shall be subject to the provisions of Sections 6.1 and 6.4 hereof.

Protection of Trust Estate. (a) The Issuer shall will from time to time authorizeprepare, 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 will take such other action, action necessary or advisable to: (i) maintain or preserve the lien and security interest (and the priority thereof) of this Indenture or carry out more effectively the purposes hereof; (ii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (iii) cause the Issuer or the Indenture Trustee to enforce any of the Collateralrights to the Mortgage Loans; or (iv) preserve and defend title to the Trust Estate and the rights of the Indenture Trustee and the Noteholders in the such Trust Estate against the claims of all Personspersons and parties. (b) Except as otherwise provided in this Indenture, the Indenture Trustee shall not remove or permit the Custodian to remove any portion of the Trust Estate that consists of money or is evidenced by an instrument, certificate or other writing from the jurisdiction in which it was held at the date of the most recent Opinion of Counsel delivered pursuant to Section 3.05 hereof (or from the jurisdiction in which it was held as described in the Opinion of Counsel delivered on the Closing Date pursuant to Section 3.05(a) hereof, if no Opinion of Counsel has yet been delivered pursuant to Section 3.05(b) hereof), unless the Indenture Trustee shall have first received an Opinion of Counsel to the effect that the lien and security interest created by this Indenture with respect to such property will continue to be maintained after giving effect to such action or actions. The Issuer hereby authorizes the Administrator and designates the Indenture Trustee to file any financing statement or continuation statement required pursuant to this Section 3.5 and designates the Administrator and the Indenture Trustee as its agent and attorney-in-fact to execute sign any other instrument required to be executed pursuant to this Section 3.5; it being understood that such authorization shall not be deemed to be an obligation on the part of the Administrator or the Indenture Trustee to make any such filing. The Issuer further hereby authorizes the Administrator and the Indenture Trustee to file any financing statement and amendments thereto that indicate the Collateral (A) as all assets of the Issuer, all personal property of the Issuer or words of similar effect, regardless of whether any particular asset included in the Collateral falls within the scope of Article 9 of the Relevant UCC, or (B) as being of an equal or lesser scope or with greater detail. If the Indenture Trustee prepares or files any such financing statement, continuation statement or amendment thereto, other instrument required to be signed pursuant to this Section 3.04 upon the Issuer's preparation thereof and delivery to the Indenture Trustee’s responsibility with respect to such financing statement, continuation statement or amendment shall be subject to the provisions of Sections 6.1 and 6.4 hereof.

Protection of Trust Estate. (a) On or before the initial Transfer Date, the Trust shall cause to be filed UCC-1 Financing Statements naming the Indenture Trustee as "secured party" and the Trust as "debtor" and describing the Mortgage Loans being pledged by the Trust to the Indenture Trustee with the office of the Secretary of State in which the Trust was formed and such other jurisdictions as shall be necessary to perfect a security interest in the Trust Estate. (b) The Issuer shall Trust will, from time to time authorizetime, 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 will take such other action, action as may be necessary or advisable to: (i) Grant more effectively all or any portion of the Trust Estate as made by this Indenture; (ii) maintain or preserve the lien and security interest (and the priority thereof) of this Indenture or carry out more effectively the purposes hereof; (iiiii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (iiiiv) enforce any of the CollateralMortgage Loans or the Sale and Servicing Agreement; or (ivv) preserve and defend title to the Trust Estate and the rights of the Indenture Trustee Trustee, the Noteholders and the Noteholders Note Purchaser in the Mortgage Loans and the other property held as part of the Trust Estate against the claims of all PersonsPersons and parties. (bc) The Issuer hereby authorizes Indenture Trustee shall not, and shall not permit the Administrator and Collateral Agent to, remove any portion of the Trust Estate that consists of money or is evidenced by an instrument, certificate or other writing from the jurisdiction in which it was held at the Closing Date or cause or permit ownership or the pledge of any portion of the Trust Estate that consists of book-entry securities to be recorded on the books of a Person located in a different jurisdiction from the jurisdiction in which such ownership or pledge was recorded at such time unless the Indenture Trustee shall have first received an Opinion of Counsel to file any financing statement or continuation statement required pursuant to the effect that the lien and security interest created by this Section 3.5 and designates the Administrator and the Indenture Trustee as its agent and attorney-in-fact to execute any other instrument required to be executed pursuant to this Section 3.5; it being understood that such authorization shall not be deemed to be an obligation on the part of the Administrator or the Indenture Trustee to make any such filing. The Issuer further hereby authorizes the Administrator and the Indenture Trustee to file any financing statement and amendments thereto that indicate the Collateral (A) as all assets of the Issuer, all personal property of the Issuer or words of similar effect, regardless of whether any particular asset included in the Collateral falls within the scope of Article 9 of the Relevant UCC, or (B) as being of an equal or lesser scope or with greater detail. If the Indenture Trustee prepares or files any such financing statement, continuation statement or amendment thereto, the Indenture Trustee’s responsibility with respect to such financing statement, continuation statement property will continue to be maintained after giving effect to such action or amendment shall be subject to the provisions of Sections 6.1 and 6.4 hereofactions.

Protection of Trust Estate. (a) The Issuer intends the security interest Granted pursuant to this Indenture in favor of the Trustee, for the benefit of the Noteholders and the Note Purchaser, to be prior to all other liens in respect of the Trust Estate, and the Issuer shall take all actions necessary to obtain and maintain, in favor of the Trustee, for the benefit of the Noteholders and the Note Purchaser, a first lien on and a first priority, perfected security interest in the Trust Estate. The Issuer will from time to time authorizeprepare (or shall cause to be prepared), execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, and shall will take such other action, action necessary or advisable to: (i) Grant more effectively all or any portion of the Trust Estate; (ii) maintain or preserve the lien and security interest (and the priority thereof) in favor of the Trustee for the benefit of the Noteholders and the Note Purchaser created by this Indenture or carry out more effectively the purposes hereof; (iiiii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (iiiiv) enforce any of the Collateral; or; (ivv) preserve and defend title to the Trust Estate and the rights of the Indenture Trustee Trustee, the Noteholders and the Noteholders Note Purchaser in the such Trust Estate against the claims of all Persons.persons and parties; and (bvi) pay all taxes or assessments levied or assessed upon the Trust Estate when due. The Issuer hereby authorizes the Administrator and the Indenture Trustee to file any financing statement or continuation statement required pursuant to this Section 3.5 and designates the Administrator and the Indenture Trustee as its agent and attorney-in-fact to execute any other instrument required to be executed pursuant to this Section 3.5; it being understood that such authorization shall not be deemed to be an obligation on the part of the Administrator or the Indenture Trustee to make any such filing. The Issuer further hereby authorizes the Administrator and the Indenture Trustee to file any financing statement and amendments thereto that indicate the Collateral (A) as all assets of the Issuer, all personal property of the Issuer or words of similar effect, regardless of whether any particular asset included in the Collateral falls within the scope of Article 9 of the Relevant UCC, or (B) as being of an equal or lesser scope or with greater detail. If the Indenture Trustee prepares or files any such financing statement, continuation statement or amendment theretoother instrument required by the Trustee pursuant to this Section. Subject to Section 4.5 of the Sale and Servicing Agreement, the Indenture Trustee’s responsibility with respect Issuer hereby authorizes the Note Purchaser, the Trustee and their respective agents to file such financing statement, statements and continuation statement statements and take such other actions as the Note Purchaser or amendment the Trustee may deem advisable in connection with the security interest granted by the Issuer under the Indenture to the extent permitted by applicable law. Any such financing statements and continuation statements shall be subject to prepared by the provisions of Sections 6.1 and 6.4 hereofIssuer.

Protection of Trust Estate. (a) The Issuer intends the security interest granted pursuant to this Indenture in favor of the Issuer Secured Parties to be prior to all other liens in respect of the Trust Estate, and the Issuer shall take all actions necessary to obtain and maintain, in favor of the Indenture Trustee, for the benefit of the Issuer Secured Parties, a first lien on and a first priority, perfected security interest in the Trust Estate. The Issuer will from time to time authorizeprepare (or shall cause to be prepared), execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, and shall will take such other action, action necessary or advisable to: (i) Grant more effectively all or any portion of the Trust Estate; (ii) maintain or preserve the lien and security interest (and the priority thereof) in favor of the Indenture Trustee for the benefit of the Issuer Secured Parties created by this Indenture or carry out more effectively the purposes hereof; (iiiii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (iiiiv) enforce any of the Collateral; or; (ivv) preserve and defend title to the Trust Estate and the rights of the Indenture Trustee and the Noteholders in the such Trust Estate against the claims of all Persons.persons and parties; and (bvi) pay all taxes or assessments levied or assessed upon the Trust Estate when due. The Issuer hereby authorizes the Administrator and designates the Indenture Trustee to file any financing statement or continuation statement required pursuant to this Section 3.5 and designates the Administrator and the Indenture Trustee as its agent and attorney-in-fact to execute any other instrument required to be executed pursuant to this Section 3.5; it being understood that such authorization shall not be deemed to be an obligation on the part of the Administrator or the Indenture Trustee to make any such filing. The Issuer further hereby authorizes the Administrator and the Indenture Trustee to file any financing statement and amendments thereto that indicate the Collateral (A) as all assets of the Issuer, all personal property of the Issuer or words of similar effect, regardless of whether any particular asset included in the Collateral falls within the scope of Article 9 of the Relevant UCC, or (B) as being of an equal or lesser scope or with greater detail. If the Indenture Trustee prepares or files any such financing statement, continuation statement or amendment thereto, other instrument required by the Indenture Trustee’s responsibility Trustee pursuant to this Section; provided that, such designation shall not be deemed to create a duty in the Indenture Trustee or the Indenture Trustee to monitor the compliance of the Issuer with respect to such its duties under this Section 3.5 or the adequacy of any financing statement, continuation statement or amendment shall be subject to other instrument prepared by the provisions of Sections 6.1 and 6.4 hereofIssuer.

Protection of Trust Estate. (a) The Issuer shall will from time to time authorizeprepare, 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 will take such other action, action necessary or advisable to: (i) maintain or preserve the lien and security interest (and the priority thereof) of this Indenture or carry out more effectively the purposes hereof; (ii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (iii) cause the Issuer or the Indenture Trustee to enforce any of the Collateralrights to the Mortgage Loans; or (iv) preserve and defend title to the Trust Estate and the rights of the Indenture Trustee and the Noteholders in the Trust Estate against the claims of all Personspersons and parties. (b) Except as otherwise provided in this Indenture, the Indenture Trustee shall not remove or permit the Custodian to remove any portion of the Trust Estate that consists of money or is evidenced by an instrument, certificate or other writing from the jurisdiction in which it was held at the date of the most recent Opinion of Counsel delivered pursuant to Section 3.07 hereof (or from the jurisdiction in which it was held as described in the Opinion of Counsel delivered on the Closing Date pursuant to Section 3.07(a) hereof, or if no Opinion of Counsel has yet been delivered pursuant to Section 3.07(b) hereof, unless the Indenture Trustee shall have first received an Opinion of Counsel to the effect that the lien and security interest created by this Indenture with respect to such property will continue to be maintained after giving effect to such action or actions). The Issuer hereby authorizes the Administrator and designates the Indenture Trustee to file any financing statement or continuation statement required pursuant to this Section 3.5 and designates the Administrator and the Indenture Trustee as its agent and attorney-in-fact to execute sign any other instrument required to be executed pursuant to this Section 3.5; it being understood that such authorization shall not be deemed to be an obligation on the part of the Administrator or the Indenture Trustee to make any such filing. The Issuer further hereby authorizes the Administrator and the Indenture Trustee to file any financing statement and amendments thereto that indicate the Collateral (A) as all assets of the Issuer, all personal property of the Issuer or words of similar effect, regardless of whether any particular asset included in the Collateral falls within the scope of Article 9 of the Relevant UCC, or (B) as being of an equal or lesser scope or with greater detail. If the Indenture Trustee prepares or files any such financing statement, continuation statement or amendment thereto, other instrument required to be signed pursuant to this Section 3.06 upon the Issuer’s preparation thereof and delivery to the Indenture Trustee’s responsibility Trustee with respect to such financing statement, continuation statement or amendment shall be subject to the provisions of Sections 6.1 and 6.4 hereofappropriate instructions.

Protection of Trust Estate. (a) The Issuer shall shall, from time to time authorizetime, prepare, execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, instruments and shall take such other action, action necessary or advisable to: (i) maintain or preserve the lien and security interest (and the priority thereof) of this Indenture or carry out more effectively the purposes hereof; (ii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (iii) cause the Issuer or the Indenture Trustee to enforce any of the Collateralrights to the Mortgage Loans; or (iv) preserve and defend title to the Trust Estate and the rights of the Indenture Trustee and the Noteholders in the Trust Estate against the claims of all Personspersons and parties. (b) Except as otherwise provided in this Indenture, the Indenture Trustee shall not remove or permit the Custodian to remove any portion of the Trust Estate that consists of money or is evidenced by an instrument, certificate or other writing from the jurisdiction in which it was held at the date of the most recent Opinion of Counsel delivered pursuant to Section 3.07 hereof (or from the jurisdiction in which it was held as described in the Opinion of Counsel delivered on the Closing Date pursuant to Section 3.07(a) hereof, or if no Opinion of Counsel has yet been delivered pursuant to Section 3.07(b) hereof, unless the Indenture Trustee shall have first received an Opinion of Counsel to the effect that the lien and security interest created by this Indenture with respect to such property shall continue to be maintained after giving effect to such action or actions). The Issuer hereby authorizes the Administrator and designates the Indenture Trustee to file any financing statement or continuation statement required pursuant to this Section 3.5 and designates the Administrator and the Indenture Trustee as its agent and attorney-in-fact to execute sign any other instrument required to be executed pursuant to this Section 3.5; it being understood that such authorization shall not be deemed to be an obligation on the part of the Administrator or the Indenture Trustee to make any such filing. The Issuer further hereby authorizes the Administrator and the Indenture Trustee to file any financing statement and amendments thereto that indicate the Collateral (A) as all assets of the Issuer, all personal property of the Issuer or words of similar effect, regardless of whether any particular asset included in the Collateral falls within the scope of Article 9 of the Relevant UCC, or (B) as being of an equal or lesser scope or with greater detail. If the Indenture Trustee prepares or files any such financing statement, continuation statement or amendment thereto, other instrument required to be signed pursuant to this Section 3.06 upon the Issuer’s preparation thereof and delivery to the Indenture Trustee’s responsibility Trustee with respect to such financing statement, continuation statement or amendment shall be subject to the provisions of Sections 6.1 and 6.4 hereofappropriate instructions.

Protection of Trust Estate. (a) The Issuer shall from time to time authorize, 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, action as may be necessary or advisable to: (i) Grant more effectively all or any portion of the Trust Estate; (ii) maintain or preserve the lien and security interest (and the priority thereof) of this Indenture or carry out more effectively the purposes hereof; (iiiii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (iiiiv) enforce any of the CollateralMortgage Documents; or (ivv) preserve and defend title to the Trust Estate and the rights of the Indenture Trustee Trustee, and of the Bondholders, in the Mortgage Loans and the Noteholders in other property held as part of the Trust Estate against the claims of all Persons. (b) Persons and parties. The Issuer hereby authorizes the Administrator and the Indenture Trustee to file any financing statement or continuation statement required pursuant to this Section 3.5 and designates the Administrator and the Indenture Trustee as its agent and attorney-in-fact to execute any other instrument required to be executed pursuant to this Section 3.5; it being understood that such authorization shall not be deemed to be an obligation on the part of the Administrator or the Indenture Trustee to make any such filing. The Issuer further hereby authorizes the Administrator prepare and the Indenture Trustee to file any financing statement and amendments thereto that indicate the Collateral (A) as all assets of the Issuer, all personal property of the Issuer or words of similar effect, regardless of whether any particular asset included in the Collateral falls within the scope of Article 9 of the Relevant UCC, or (B) as being of an equal or lesser scope or with greater detail. If the Indenture Trustee prepares or files any such financing statement, continuation statement or amendment theretoother instrument required pursuant to this Section 3.05; provided, however, that such designation shall not be deemed to create a duty in the Trustee to monitor the compliance of the Issuer with the foregoing covenants; and provided further, however, that the duty of the Trustee to execute any instrument required pursuant to this Section 3.05 shall arise only if the Trustee has knowledge pursuant to Section 6.01(d) of the occurrence of a failure of the Issuer to comply with provisions of this Section 3.05. (b) Except as permitted by Section 8.09, the Trustee shall not remove any portion of the Trust Estate that consists of money or is evidenced by an instrument, certificate or other writing from the jurisdiction in which it was held at the date of the most recent Opinion of Counsel delivered pursuant to Section 3.06 (or from the jurisdiction in which it was held, or to which it is intended to be removed, as described in the Opinion of Counsel delivered at the Closing Date pursuant to Section 2.12(c), if no Opinion of Counsel has yet been delivered pursuant to Section 3.06) or cause or permit ownership or the pledge of any portion of the Trust Estate that consists of book-entry securities to be recorded on the books of a Person located in a different jurisdiction from the jurisdiction in which such ownership or pledge was recorded at such time unless the Trustee shall have first received an Opinion of Counsel to the effect that the lien and security interest created by this Indenture Trustee’s responsibility with respect to such financing statement, continuation statement property shall continue to be maintained after giving effect to such action or amendment shall be subject to the provisions of Sections 6.1 and 6.4 hereofactions.

Protection of Trust Estate. (a) The Issuer shall from time to time authorize, 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, action as may be necessary or advisable or desirable to secure the rights and remedies of the Noteholders (and the Swap Counterparty) hereunder and to: (i) Grant more effectively all or any portion of the Collateral; (ii) maintain or preserve the lien and security interest (and the priority thereof) of this Indenture or to carry out more effectively the purposes hereof; (iiiii) perfect, publish notice of or protect the validity of any Grant made or to be made by this IndentureIndenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations); (iiiiv) enforce any of the Underlying Securities or Eligible Investments or other instruments or property included in the Collateral; or; (ivv) preserve and defend title to the Trust Estate Collateral and the rights therein of the Indenture Trustee Trustee, the Noteholders (and the Noteholders in the Trust Estate Swap Counterparty) against the claims of all Persons.persons and parties; or (bvi) pay or cause to be paid any and all taxes levied or assessed upon all or any part of the Collateral. The Issuer hereby authorizes the Administrator and designates the Indenture Trustee to file any financing statement or continuation statement required pursuant to this Section 3.5 and designates the Administrator and the Indenture Trustee as Trustee, its agent and attorney-in-fact to execute any other instrument required to be executed pursuant to this Section 3.5; it being understood that such authorization shall not be deemed to be an obligation on the part of the Administrator or the Indenture Trustee to make any such filing. The Issuer further hereby authorizes the Administrator and the Indenture Trustee to file any financing statement and amendments thereto that indicate the Collateral (A) as all assets of the Issuer, all personal property of the Issuer or words of similar effect, regardless of whether any particular asset included in the Collateral falls within the scope of Article 9 of the Relevant UCC, or (B) as being of an equal or lesser scope or with greater detail. If the Indenture Trustee prepares or files any such financing statement, continuation statement or amendment theretoother instrument required pursuant to this Section 3.06. (b) The Indenture Trustee shall not (i) remove any portion of the Collateral that consists of Cash or is evidenced by an instrument, certificate or other writing from the jurisdiction of the State of New York or (ii) cause or permit ownership or the pledge of any portion of the Collateral that consists of Government Securities to be recorded in a securities account on the books of a Person located in a jurisdiction other than the State of New York, unless the Indenture Trustee’s responsibility Trustee shall have first received an Opinion of Counsel to the effect that the lien and security interest created by this Indenture with respect to such financing statement, continuation statement property will continue to be maintained after giving effect to such action or amendment shall be subject to the provisions of Sections 6.1 and 6.4 hereofactions.

Protection of Trust Estate. (a) The Issuer shall from time to time execute (or, in the case of financing statements, authorize, 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, action necessary or advisable to: (i) maintain or preserve the lien and security interest (and the priority thereof) of this Indenture or carry out more effectively the purposes hereof; (ii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (iii) enforce any of the Collateral; or (iv) preserve and defend title to the Trust Estate and the rights of the Indenture Trustee Trustee, the Swap Counterparty and the Noteholders in the such Trust Estate against the claims of all Persons. (b) . The Issuer hereby authorizes Skadden, Arps, Slate, Meagher & Flom LLP to file such instruments including, without limixxxxxx, fixxxxing or continuation statements, and amendments thereto, in all jurisdictions and with all filing offices as the Administrator and Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Indenture Trustee in connection herewith. Such financing statements may describe the collateral in the same manner as described in any security agreement or pledge agreement entered into by the parties in connection herewith or may contain an indication or description of collateral that describes such property in any other manner as the Issuer may determine, in its sole discretion, is necessary, advisable or prudent to file any financing statement or continuation statement required pursuant ensure the perfection of the security interest in the collateral granted to this Section 3.5 and designates the Administrator and the Indenture Trustee in connection herewith, including, without limitation, describing such property as its agent and attorney-in-fact to execute any other instrument required to be executed pursuant to this Section 3.5; it being understood that such authorization shall not be deemed to be an obligation on the part of the Administrator "all assets" or the Indenture Trustee to make any such filing. The Issuer further hereby authorizes the Administrator and the Indenture Trustee to file any financing statement and amendments thereto that indicate the Collateral (A) as all assets of the Issuer, "all personal property of the Issuer or words of similar effect, regardless of whether any particular asset included in the Collateral falls within the scope of Article 9 of the Relevant UCC, or (B) as being of an equal or lesser scope or with greater detail. If the Indenture Trustee prepares or files any such financing statement, continuation statement or amendment thereto, the Indenture Trustee’s responsibility with respect to such financing statement, continuation statement or amendment shall be subject to the provisions of Sections 6.1 and 6.4 hereofproperty."

Protection of Trust Estate. (aExcept as limited by Section 2.02(a) The Issuer shall above, the Master Servicer will execute and deliver from time to time authorize, execute all amendments to the Pooling and deliver all such supplements and amendments hereto Servicing Agreement and all such financing statements, continuation statements, instruments of further assurance and other instrumentsinstruments necessary or advisable in order to, and shall will take such other action, action as the Trustee deems necessary or advisable in order to: (ia) maintain or preserve grant to the lien and security interest (and the priority thereof) of this Indenture or carry out Trustee more effectively all or any portion of the purposes hereofTrust Estate; (ii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (iii) enforce any of the Collateral; or (ivb) preserve and defend the Trust's title to the Trust Estate and the rights therein of the Indenture Trustee and the Noteholders in the Trust Estate Holders of Certificates against the claims of all Persons.persons and parties; (bc) The Issuer hereby authorizes maintain or preserve the Administrator lien (and the Indenture Trustee priority thereof) created by the Pooling and Servicing Agreement or to file carry out more effectively the purposes hereof (including the filing of continuation statements under the UCC as necessary); (d) perfect, publish notice of, or protect the validity of any financing statement grant made or continuation statement required to be made pursuant to this Section 3.5 the Pooling and Servicing Agreement; or (e) enforce any of the related Asset Documents. The Depositor and the Master Servicer each hereby designates the Administrator and the Indenture Trustee as its agent and attorney-in-fact to execute any other instrument required to be executed pursuant to this Section 3.5; it being understood that such authorization shall not be deemed to be an obligation on the part of the Administrator or the Indenture Trustee to make any such filing. The Issuer further hereby authorizes the Administrator and the Indenture Trustee to file any financing statement and amendments thereto that indicate the Collateral (A) as all assets of the Issuer, all personal property of the Issuer or words of similar effect, regardless of whether any particular asset included in the Collateral falls within the scope of Article 9 of the Relevant UCC, or (B) as being of an equal or lesser scope or with greater detail. If the Indenture Trustee prepares or files any such financing statement, continuation statement or amendment theretoother instrument required pursuant to this Section 6.09; provided, that the Indenture Trustee’s responsibility with respect Trustee shall have no duty to determine whether the filing of any financing statement shall be necessary or to file such financing statement, statements except upon written request of the Depositor or the Master Servicer. After execution of any continuation statement or amendment other instrument pursuant to this Section, the Trustee shall be subject deliver such instrument to the provisions Master Servicer for filing. Promptly after filing any such instrument or causing any such instrument to be filed, the Master Servicer shall deliver an Officer's Certificate, signed by an Officer of Sections 6.1 and 6.4 hereofthe Master Servicer, to the Trustee stating that such continuation statement or other instrument has been filed. The Master Servicer shall pay or cause to be paid, on behalf of the Trust, any taxes levied on the account of the ownership by the Trust of the related Assets.

Protection of Trust Estate. (a) Acknowledgment of --------------------------------------------- Pledge. The Issuer Owner Trustee shall from time to time authorize, execute and deliver all such ------ supplements and amendments hereto and all such financing statements, amendments thereto, continuation statements, assignments, certificates, instruments of further assurance and other instruments, and shall take such other action, action as may be determined to be necessary or advisable in an Opinion of Counsel to the Owner Trustee delivered to the Indenture Trustee to: (i) maintain or preserve the lien and security interest (and the priority thereof) of this Indenture or carry out more effectively the purposes hereofhereof including by making the necessary filings of financing statements or amendments thereto within sixty days after the occurrence of any of the following: (A) any change in the Owner Trustee's (or its successor's) name, (B) any change in the jurisdiction in which the Owner Trustee (or its successor) is located for purposes of the UCC and (C) any merger or consolidation or other change in the Owner Trustee's identity or organizational structure and by promptly notifying the Indenture Trustee of any such filings; (ii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (iii) enforce the rights of the Indenture Trustee and the Noteholders in any of the Collateral; or (iv) preserve and defend title to the Trust Estate and the rights of the Indenture Trustee and the Noteholders in the such Trust Estate against the claims of all Persons. (b) The Issuer Persons and parties, and the Owner Trustee hereby authorizes the Administrator and designates the Indenture Trustee to file any financing statement or continuation statement required pursuant to this Section 3.5 and designates the Administrator and the Indenture Trustee as its agent and attorney-in-fact to execute any other instrument required to be executed pursuant to this Section 3.5; it being understood that such authorization shall not be deemed to be an obligation on the part of the Administrator or the Indenture Trustee to make any such filing. The Issuer further hereby authorizes the Administrator and the Indenture Trustee to file any financing statement and amendments thereto that indicate the Collateral (A) as all assets of the Issuer, all personal property of the Issuer or words of similar effect, regardless of whether any particular asset included in the Collateral falls within the scope of Article 9 of the Relevant UCC, or (B) as being of an equal or lesser scope or with greater detail. If the Indenture Trustee prepares or files any such financing statement, continuation statement or amendment thereto, other instrument required by the Indenture Trustee’s responsibility with respect Trustee pursuant to such financing statement, continuation statement or amendment shall be subject to the provisions of Sections 6.1 and 6.4 hereofthis Section 3.5.

Protection of Trust Estate. (a) The Issuer shall will from time to time authorize, 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 will take such other action, action as may be necessary or advisable to: (i) Grant more effectively all or any portion of the Trust Estate; (ii) maintain or preserve the lien and security interest (and the priority thereof) of this Indenture or carry out more effectively the purposes hereof; (iiiii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (iii) enforce any of the Collateral; or (iv) preserve and defend title to the Trust Estate and the rights of the Indenture Trustee Trustee, and of the Bondholders, in the Mortgages and the Noteholders in other property held as part of the Trust Estate against the claims of all Persons. (b) Persons and parties. The Issuer hereby authorizes the Administrator and designates the Indenture Trustee to file any financing statement or continuation statement required pursuant to this Section 3.5 and designates the Administrator and the Indenture Trustee as its agent and attorney-in-fact to execute any other instrument required to be executed pursuant to this Section 3.5; it being understood that such authorization shall not be deemed to be an obligation on the part of the Administrator or the Indenture Trustee to make any such filing. The Issuer further hereby authorizes the Administrator and the Indenture Trustee to file any financing statement and amendments thereto that indicate the Collateral (A) as all assets of the Issuer, all personal property of the Issuer or words of similar effect, regardless of whether any particular asset included in the Collateral falls within the scope of Article 9 of the Relevant UCC, or (B) as being of an equal or lesser scope or with greater detail. If the Indenture Trustee prepares or files any such financing statement, continuation statement or amendment theretoother instrument required pursuant to this Section 3.04; provided, however, that such designation shall not be deemed to create a duty in the Indenture Trustee’s responsibility Trustee to monitor the compliance of the Issuer with the foregoing covenants; and provided further, however, that the duty of the Indenture Trustee to execute any instrument required pursuant to this Section 3.04 shall arise only if the Indenture Trustee has knowledge pursuant to Section 6.01(d) of the occurrence of a failure of the Issuer to comply with the provisions of this Section 3.04. (b) The Indenture Trustee shall not remove any portion of the Trust Estate that consists of money or is evidenced by an instrument, certificate or other writing from the jurisdiction in which it was held, or to which it is intended to be removed, as described in the Opinion of Counsel delivered at the Closing Date pursuant to Section 2.09(b), or cause or permit ownership or the pledge of any portion of the Trust Estate that consists of book-entry securities to be recorded on the books of a Person located in a different jurisdiction from the jurisdiction in which such ownership or pledge was recorded at such time unless the Indenture Trustee shall have first received an Opinion of Counsel (at the Issuer's expense) to the effect that the lien and security interest created by this Indenture with respect to such financing statement, continuation statement property will continue to be maintained after giving effect to such action or amendment shall be subject to the provisions of Sections 6.1 and 6.4 hereofactions.