Common use of Protection of the Collateral Clause in Contracts

Protection of the Collateral. (a) The Issuer intends the Security Interest Granted pursuant to this Indenture in favor of the Indenture Trustee on behalf of the Noteholders and the Credit Enhancer to be before all other liens on the Collateral (except as otherwise provided in the Transaction Documents). The Issuer shall take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders and the Credit Enhancer, a first priority perfected Security Interest in the Collateral (except as otherwise provided in the Transaction Documents). The Issuer will execute and deliver any supplements and amendments to this Indenture and any Financing Statements, Continuation Statements, instruments of further assurance, and other instruments and will take any other action appropriate to: (i) Grant more effectively any portion of the Collateral; (ii) preserve the Security Interest (and its priority) created by this Indenture or carry out more effectively the purposes of this Indenture; (iii) perfect, publish notice of, or protect the validity of any Grant made or to be made by this Indenture; (iv) enforce any rights with respect to any of the Collateral; (v) preserve and defend title to the Collateral and the rights of the Indenture Trustee, the Credit Enhancer, and the Noteholders in the Collateral against all adverse claims; or (vi) pay all taxes or assessments levied or assessed on the Collateral when due. (b) Except as otherwise provided in this Indenture or the other Transaction Documents, the Indenture Trustee shall not remove any portion of the Collateral 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 unless the Indenture Trustee and the Credit Enhancer receive an Opinion of Counsel to the effect that the lien and Security Interest created by this Indenture will continue to be maintained on any removed property after giving effect to its removal. (c) The Issuer designates the Indenture Trustee its agent and attorney-in-fact to execute any Financing Statement, Continuation Statement, or other instrument required to be executed pursuant to this Section. The Issuer authorizes the Indenture Trustee to file Financing Statements or Continuation Statements, and amendments to them, relating to any part of the Collateral without the signature of the Issuer where permitted by law. A carbon, photographic, or other reproduction of this Indenture or any filed Financing Statement covering the Collateral or any part of it shall be sufficient as a Financing Statement where permitted by law. The Indenture Trustee will promptly send to the Issuer any Financing Statements or Continuation Statements that it files without the signature of the Issuer. Any Financing Statement filed relating to any part of the Collateral will state in bold-faced type that a purchase of the Mortgage Loans included in the collateral covered by the Financing Statement from the debtor will violate the rights of the secured party and its assignee.

Protection of the Collateral. (a) The Issuer intends the Security Interest Granted pursuant to this Indenture in favor of the Indenture Trustee on behalf of the Noteholders and the Credit Enhancer Secured Parties to be before all other liens on the Collateral (except as otherwise provided in the Transaction Documents). The Issuer shall take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders and the Credit EnhancerSecured Parties, a first priority perfected Security Interest in the Collateral (except as otherwise provided in the Transaction Documents). The Issuer will execute and deliver any supplements and amendments to this Indenture and any Financing Statements, Continuation Statements, instruments of further assurance, and other instruments and will take any other action appropriate to: (i) Grant more effectively any portion of the Collateral; (ii) preserve the Security Interest (and its priority) created by this Indenture or carry out more effectively the purposes of this Indenture; (iii) perfect, publish notice of, or protect the validity of any Grant made or to be made by this Indenture; (iv) enforce any rights with respect to any of the Collateral; (v) preserve and defend title to the Collateral and the rights of the Indenture Trustee, the Credit Enhancer, and the Noteholders in the Collateral against all adverse claims; or (vi) pay all taxes or assessments levied or assessed on the Collateral when due. (b) Except as otherwise provided in this Indenture or the other Transaction Documents, the Indenture Trustee shall not remove any portion of the Collateral 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 unless the Indenture Trustee and the Credit Enhancer receive an Opinion of Counsel to the effect that the lien and Security Interest created by this Indenture will continue to be maintained on any removed property after giving effect to its removal. (c) The Issuer designates the Indenture Trustee its agent and attorney-in-fact to execute any Financing Statement, Continuation Statement, or other instrument required to be executed pursuant to this Section. The Issuer authorizes the Indenture Trustee to file Financing Statements or Continuation Statements, and amendments to them, relating to any part of the Collateral without the signature of the Issuer where permitted by law. A carbon, photographic, or other reproduction of this Indenture or any filed Financing Statement covering the Collateral or any part of it shall be sufficient as a Financing Statement where permitted by law. The Indenture Trustee will promptly send to the Issuer any Financing Statements or Continuation Statements that it files without the signature of the Issuer. Any Financing Statement filed relating to any part of the Collateral will state in bold-faced type that a purchase of the Mortgage Loans included in the collateral covered by the Financing Statement from the debtor will violate the rights of the secured party and its assignee.

Protection of the Collateral. (a) The Issuer intends the Security Interest Granted pursuant to this Indenture in favor of the Indenture Trustee on behalf of the Noteholders and the Credit Enhancer to be before all other liens on the Collateral (except as otherwise provided in the Transaction Documents). The Issuer shall take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders and the Credit Enhancer, a first priority perfected Security Interest in the Collateral (except as otherwise provided in the Transaction Documents). The Issuer will execute and deliver any supplements and amendments to this Indenture and any Financing Statements, Continuation Statements, instruments of further assurance, and other instruments and will take any other action appropriate to: (i) Grant more effectively any portion of the Collateral; (ii) preserve the Security Interest (and its priority) created by this Indenture or carry out more effectively the purposes of this Indenture; (iii) perfect, publish notice of, or protect the validity of any Grant made or to be made by this Indenture; (iv) enforce any rights with respect to any of the Collateral; (v) preserve and defend title to the Collateral and the rights of the Indenture Trustee, the Credit Enhancer, and the Noteholders in the Collateral against all adverse claims; or (vi) pay all taxes or assessments levied or assessed on the Collateral when due. (b) Except as otherwise provided in this Indenture or the other Transaction Documents, the Indenture Trustee shall not remove any portion of the Collateral 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 unless the Indenture Trustee and the Credit Enhancer receive receives an Opinion of Counsel to the effect that the lien and Security Interest created by this Indenture will continue to be maintained on any removed property after giving effect to its removal. (c) The Issuer designates the Indenture Trustee its agent and attorney-in-fact to execute any Financing Statement, Continuation Statement, or other instrument required to be executed pursuant to this Section. The Issuer authorizes the Indenture Trustee to file Financing Statements or Continuation Statements, and amendments to them, relating to any part of the Collateral without the signature of the Issuer where permitted by law. A carbon, photographic, or other reproduction of this Indenture or any filed Financing Statement covering the Collateral or any part of it shall be sufficient as a Financing Statement where permitted by law. The Indenture Trustee will promptly send to the Issuer any Financing Statements or Continuation Statements that it files without the signature of the Issuer. Any Financing Statement filed relating to any part of the Collateral will state in bold-faced type that a purchase of the Mortgage Loans included in the collateral covered by the Financing Statement from the debtor will violate the rights of the secured party and its assignee.

Protection of the Collateral. (a) The Issuer intends the Security Interest Granted pursuant to this Indenture in favor of the Indenture Trustee on behalf of the Noteholders and the Credit Enhancer Secured Parties to be before all other liens on the Collateral (except as otherwise provided in the Transaction Documents). The Issuer shall take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders and the Credit EnhancerSecured Parties, a first priority perfected Security Interest in the Collateral (except as otherwise provided in the Transaction Documents). The Issuer will execute and deliver any supplements and amendments to this Indenture and any Financing Statements, Continuation Statements, instruments of further assurance, and other instruments and will take any other action appropriate to: (i) Grant more effectively any portion of the Collateral; (ii) preserve the Security Interest (and its priority) created by this Indenture or carry out more effectively the purposes of this Indenture; (iii) perfect, publish notice of, or protect the validity of any Grant made or to be made by this Indenture; (iv) enforce any rights with respect to any of the Collateral; (v) preserve and defend title to the Collateral and the rights of the Indenture Trustee, the Credit Enhancer, Trustee and the Noteholders in the Collateral against all adverse claims; or (vi) pay all taxes or assessments levied or assessed on the Collateral when due. (b) Except as otherwise provided in this Indenture or the other Transaction Documents, the Indenture Trustee shall not remove any portion of the Collateral 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 unless the Indenture Trustee and the Credit Enhancer receive an Opinion of Counsel to the effect that the lien and Security Interest created by this Indenture will continue to be maintained on any removed property after giving effect to its removal. (c) The Issuer designates the Indenture Trustee its agent and attorney-in-fact to execute any Financing Statement, Continuation Statement, or other instrument required to be executed pursuant to this Section. The Issuer authorizes the Indenture Trustee to file Financing Statements or Continuation Statements, and amendments to them, relating to any part of the Collateral without the signature of the Issuer where permitted by law. A carbon, photographic, or other reproduction of this Indenture or any filed Financing Statement covering the Collateral or any part of it shall be sufficient as a Financing Statement where permitted by law. The Indenture Trustee will promptly send to the Issuer any Financing Statements or Continuation Statements that it files without the signature of the Issuer. Any Financing Statement filed relating to any part of the Collateral will state in bold-faced type that a purchase of the Mortgage Loans included in the collateral covered by the Financing Statement from the debtor will violate the rights of the secured party and its assignee.

Protection of the Collateral. (a) The Issuer intends the Security Interest Granted 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 (other than Permitted Liens) in respect of the Collateral and the Credit Enhancer to be before all other liens on the Collateral (except as otherwise provided in the Transaction Documents). The Issuer shall take all actions action necessary to obtain and maintain, maintain for the benefit of the Indenture Trustee on behalf of the Noteholders the first Lien on and the Credit Enhancer, a first priority perfected Security Interest security interest (other than Permitted Liens) in the Collateral (except as otherwise provided in the Transaction Documents)Collateral. The Issuer will from time to time execute and deliver any all such supplements and amendments to this Indenture hereto and any Financing Statementsall such financing statements, Continuation Statementscontinuation statements, instruments of further assurance, assurance and other instruments instruments, and will take any such other action appropriate necessary or advisable to: (i) Grant more effectively all or any portion of the Collateral; (ii) maintain or preserve the Security Interest Lien and security interest (and its prioritythe priority thereof) created by of this Indenture or carry out more effectively the purposes of this Indenturehereof; (iii) perfect, publish notice of, of or protect the validity of any Grant made or to be made by this Indenture; (iv) enforce any rights under or with respect to any of the Collateral; (v) preserve and defend title to the Collateral and the rights of the Indenture Trustee, the Credit Enhancer, Trustee and the Noteholders in the such Collateral against the claims of all adverse claimsPersons; or (vi) pay all taxes or assessments assessment levied or assessed on upon the Collateral when due. (b) Except as otherwise provided in this Indenture or the other Transaction Documents, the Indenture Trustee shall not remove any portion of the Collateral 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 unless the Indenture Trustee and the Credit Enhancer receive an Opinion of Counsel to the effect that the lien and Security Interest created by this Indenture will continue to be maintained on any removed property after giving effect to its removal. (c) . The Issuer hereby designates the Indenture Trustee as its agent and attorney-in-fact to execute any Financing Statementfinancing statement, Continuation Statementcontinuation statement, instrument of further assurance or other instrument required to be executed pursuant to this Sectionaccomplish the foregoing. The Issuer authorizes In no event shall the Indenture Trustee to file Financing Statements be responsible for filing or Continuation Statementsmaintaining such financing statements, and amendments to themcontinuation statements, relating to any part instruments of the Collateral without the signature of the Issuer where permitted by law. A carbon, photographic, further assurance or other reproduction of this Indenture or any filed Financing Statement covering the Collateral or any part of it shall be sufficient as a Financing Statement where permitted by law. The Indenture Trustee will promptly send to the Issuer any Financing Statements or Continuation Statements that it files without the signature of the Issuer. Any Financing Statement filed relating to any part of the Collateral will state in bold-faced type that a purchase of the Mortgage Loans included in the collateral covered by the Financing Statement from the debtor will violate the rights of the secured party and its assigneeinstruments.

Protection of the Collateral. (a) The Issuer intends the Security Interest security interest Granted pursuant to this Indenture in favor of the Indenture Trustee on behalf of the Noteholders and the Credit Enhancer to be before all other liens on the Collateral (except as otherwise provided in the Transaction Documents). The Issuer shall take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders and the Credit Enhancer, a first priority priority, perfected Security Interest security interest in the Collateral (except as otherwise provided in the Transaction Documents). The Issuer will execute and deliver any supplements and amendments to this Indenture and any Financing Statements, Continuation Statements, instruments of further assurance, and other instruments and will take any other action appropriate to: (i) Grant more effectively any portion of the Collateral; (ii) preserve the Security Interest security interest (and its priority) created by this Indenture or carry out more effectively the purposes of this Indenture; (iii) perfect, publish notice of, or protect the validity of any Grant made or to be made by this Indenture; (iv) enforce any rights with respect to any of the Collateral; (v) preserve and defend title to the Collateral and the rights of the Indenture Trustee, the Credit Enhancer, and the Noteholders in the Collateral against all adverse claims; or (vi) pay all taxes or assessments levied or assessed on the Collateral when due. (b) Except as otherwise provided in this Indenture or the other Transaction Documents, the Indenture Trustee shall not remove any portion of the Collateral 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 unless the Indenture Trustee and the Credit Enhancer receive receives an Opinion of Counsel to the effect that the lien and Security Interest created by this Indenture will continue to be maintained on any removed property after giving effect to its removal. (c) The Issuer designates the Indenture Trustee its agent and attorney-in-fact to execute any Financing Statement, Continuation Statement, or other instrument required to be executed pursuant to this Section. The Issuer authorizes the Indenture Trustee to file Financing Statements or Continuation Statements, and amendments to them, relating to any part of the Collateral without the signature of the Issuer where permitted by law. A carbon, photographic, or other reproduction of this Indenture or any filed Financing Statement covering the Collateral or any part of it shall be sufficient as a Financing Statement where permitted by law. The Indenture Trustee will promptly send to the Issuer any Financing Statements or Continuation Statements that it files without the signature of the Issuer. Any Financing Statement filed relating to any part of the Collateral will state in bold-faced type that a purchase of the Mortgage Loans included in the collateral covered by the Financing Statement from the debtor will violate the rights of the secured party and its assignee.

Protection of the Collateral. (a) The Issuer intends the Security Interest Granted pursuant to this Indenture in favor of the Indenture Trustee on behalf of the Noteholders and the Credit Enhancer to be before all other liens on the Collateral (except as otherwise provided in the Transaction Documents). The Issuer shall take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders and the Credit Enhancer, a first priority perfected Security Interest in the Collateral (except as otherwise provided in the Transaction Documents). The Issuer will execute and deliver any supplements and amendments to this Indenture and any Financing Statements, Continuation Statements, instruments of further assurance, and other instruments and will take any other action appropriate to: (i) Grant more effectively any portion of the Collateral; (ii) preserve the Security Interest (and its priority) created by this Indenture or carry out more effectively the purposes of this Indenture; (iii) perfect, publish notice of, or protect the validity of any Grant made or to be made by this Indenture; (iv) enforce any rights with respect to any of the Collateral; (v) preserve and defend title to the Collateral and the rights of the Indenture Trustee, the Credit Enhancer, and the Noteholders in the Collateral against all adverse claims; or (vi) pay all taxes or assessments levied or assessed on the Collateral when due. (b) Except as otherwise provided in this Indenture or the other Transaction Documents, the Indenture Trustee shall not remove any portion of the Collateral 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 unless the Indenture Trustee and the Credit Enhancer receive receives an Opinion of Counsel to the effect that the lien and Security Interest created by this Indenture will continue to be maintained on any removed property after giving effect to its removal. (c) The Issuer designates the Indenture Trustee its agent and attorney-in-fact to execute any Financing Statement, Continuation Statement, or other instrument required to be executed pursuant to this Section. The Issuer authorizes the Indenture Trustee to file Financing Statements or Continuation Statements, and amendments to them, relating to any part of the Collateral without the signature of the Issuer where permitted by law. A carbon, photographic, or other reproduction of this Indenture or any filed Financing Statement covering the Collateral or any part of it shall be sufficient as a Financing Statement where permitted by law. The Indenture Trustee will promptly send to the Issuer any Financing Statements or Continuation Statements that it files without the signature of the Issuer. Any Financing Statement filed relating to any part of the Collateral will state in bold-faced type that a purchase of the Mortgage Loans included in the collateral covered by the Financing Statement from the debtor will violate the rights of the secured party and its assignee.

Protection of the Collateral. (a) The Issuer intends the Security Interest security interest Granted pursuant to this Indenture in favor of the Indenture Trustee on behalf of the Noteholders and the Credit Enhancer to be before all other liens on the Collateral (except as otherwise provided in the Transaction Documents). The Issuer shall take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders and the Credit Enhancer, a first priority priority, perfected Security Interest security interest in the Collateral (except as otherwise provided in the Transaction Documents). The Issuer will execute and deliver any supplements and amendments to this Indenture and any Financing Statements, Continuation Statements, instruments of further assurance, and other instruments and will take any other action appropriate to: (i) Grant more effectively any portion of the Collateral; ; (ii) preserve the Security Interest security interest (and its priority) created by this Indenture or carry out more effectively the purposes of this Indenture; ; (iii) perfect, publish notice of, or protect the validity of any Grant made or to be made by this Indenture; ; (iv) enforce any rights with respect to any of the Collateral; ; (v) preserve and defend title to the Collateral and the rights of the Indenture Trustee, the Credit Enhancer, and the Noteholders in the Collateral against all adverse claims; or or (vi) pay all taxes or assessments levied or assessed on the Collateral when due. (b) Except as otherwise provided in this Indenture or the other Transaction Documents, the Indenture Trustee shall not remove any portion of the Collateral 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 unless the Indenture Trustee and the Credit Enhancer receive receives an Opinion of Counsel to the effect that the lien and Security Interest created by this Indenture will continue to be maintained on any removed property after giving effect to its removal. (c) The Issuer designates the Indenture Trustee its agent and attorney-in-fact to execute any Financing Statement, Continuation Statement, or other instrument required to be executed pursuant to this Section. The Issuer authorizes the Indenture Trustee to file Financing Statements or Continuation Statements, and amendments to them, relating to any part of the Collateral without the signature of the Issuer where permitted by law. A carbon, photographic, or other reproduction of this Indenture or any filed Financing Statement covering the Collateral or any part of it shall be sufficient as a Financing Statement where permitted by law. The Indenture Trustee will promptly send to the Issuer any Financing Statements or Continuation Statements that it files without the signature of the Issuer. Any Financing Statement filed relating to any part of the Collateral will state in bold-faced type that a purchase of the Mortgage Loans included in the collateral covered by the Financing Statement from the debtor will violate the rights of the secured party and its assignee.

Protection of the Collateral. (a) The Issuer intends agrees that it will, and will cause the Security Interest Granted pursuant Seller to, from time to this Indenture in favor of time, at its expense, promptly execute and deliver all instruments and documents and take all actions as may be necessary or as the Indenture Trustee on behalf may reasonably request at the direction of the Noteholders and Holders of a Majority in Interest of any Series of Outstanding Investor Notes in order to perfect or protect the Credit Enhancer lien of this Base Indenture in the Collateral, defend its title to be before all other liens on the Collateral (except as otherwise provided or to enable the Indenture Trustee to exercise or enforce any of its rights hereunder. Without limiting the foregoing, the Issuer will, and will cause the Seller to, in order to accurately reflect the transactions contemplated by the Transaction Documents). The Issuer shall take all actions necessary to obtain , (x) execute and maintain, file such financing or continuation statements or amendments thereto or assignments thereof as may be reasonably requested by the Indenture Trustee for the benefit of the Indenture Trustee on behalf Investor Noteholders and (y) mar▇ ▇▇s respective master data processing records and other documents with a legend describing the conveyance to the Issuer (in the case of the Noteholders Seller) of the Receivables and the Credit Enhancer, a first priority perfected Security Interest Related Property with respect thereto and the granting of the security in the Collateral (except as otherwise provided in to the Transaction Documents)Indenture Trustee for the benefit of the Investor Noteholders. The Issuer will execute and deliver any supplements Indenture Trustee shall sign continuation statements and amendments to this Indenture thereto and any Financing Statements, Continuation Statements, instruments of further assurance, assignments thereof prepared by and other instruments and will take any other action appropriate to: (i) Grant more effectively any portion at the expense of the Collateral; (ii) preserve the Security Interest (and its priority) created by this Indenture or carry out more effectively the purposes of this Indenture; (iii) perfectIssuer; provided, publish notice of, or protect the validity of any Grant made or to be made by this Indenture; (iv) enforce any rights with respect to any of the Collateral; (v) preserve and defend title to the Collateral and the rights of the Indenture Trustee, the Credit Enhancer, and the Noteholders in the Collateral against all adverse claims; or (vi) pay all taxes or assessments levied or assessed on the Collateral when due. (b) Except as otherwise provided in this Indenture or the other Transaction Documentshowever, the Indenture Trustee shall have no duty to see to the maintenance of any recording or filing of any financing statements. The Issuer shall not, and shall not remove any portion permit the Seller to, change its name, identity or corporate structure (within the meaning of Section 9-402(7) of the Collateral that consists of money or is evidenced by an instrument, certificateUCC), or other writing from the jurisdiction in which relocate its respective chief executive office or any office where Records are kept unless it was held at the date of the most recent Opinion of Counsel delivered pursuant to Section 3.06 unless shall have: (i) given the Indenture Trustee at least thirty (30) days' prior written notice thereof and (ii) prepared at the Credit Enhancer receive an Opinion of Counsel Issuer's expense and delivered to the effect that the lien and Security Interest created by this Indenture will continue to be maintained on any removed property after giving effect to its removal. (c) The Issuer designates the Indenture Trustee its agent all financing statements, instruments and attorney-in-fact other documents necessary to execute any Financing Statement, Continuation Statement, preserve and protect the lien of this Base Indenture in the Collateral or other instrument required to be executed pursuant to this Section. The Issuer authorizes reasonably requested by the Indenture Trustee to file Financing Statements in connection with such change or Continuation Statementsrelocation. Any filings under the UCC or otherwise that are occasioned by such change in name or location shall be made by, and amendments to themat the expense of, relating to any part of the Collateral without the signature of the Issuer where permitted by law. A carbon, photographic, or other reproduction of this Indenture or any filed Financing Statement covering the Collateral or any part of it shall be sufficient as a Financing Statement where permitted by law. The Indenture Trustee will promptly send to the Issuer any Financing Statements or Continuation Statements that it files without the signature of the Issuer. Any Financing Statement filed relating to any part of the Collateral will state in bold-faced type that a purchase of the Mortgage Loans included in the collateral covered by the Financing Statement from the debtor will violate the rights of the secured party and its assignee.

Protection of the Collateral. (a) The Issuer intends the Security Interest Granted 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 (other than Permitted Liens) in respect of the Collateral and the Credit Enhancer to be before all other liens on the Collateral (except as otherwise provided in the Transaction Documents). The Issuer shall take all actions action necessary to obtain and maintain, maintain for the benefit of the Indenture Trustee on behalf of the Noteholders the first Lien on and the Credit Enhancer, a first priority perfected Security Interest security interest (other than Permitted Liens) in the Collateral (except as otherwise provided in the Transaction Documents)Collateral. The Issuer will from time to time execute and deliver any all such supplements and amendments to this Indenture hereto and any Financing Statementsall such financing statements, Continuation Statementscontinuation statements, instruments of further assurance, assurance and other instruments instruments, and will take any such other action appropriate necessary or advisable to: (i) Grant more effectively all or any portion of the Collateral; (ii) maintain or preserve the Security Interest Lien and security interest (and its prioritythe first priority thereof, except with respect to Permitted Liens) created by of this Indenture or carry out more effectively the purposes of this Indenturehereof; (iii) perfect, publish notice of, of or protect the validity of any Grant made or to be made by this Indenture; (iv) enforce any rights under or with respect to any of the Collateral; (v) preserve and defend title to the Collateral and the rights of the Indenture Trustee, the Credit Enhancer, Trustee and the Noteholders in the such Collateral against the claims of all adverse claimsPersons; or (vi) pay all taxes or assessments assessment levied or assessed on upon the Collateral when due. (b) Except as otherwise provided in this Indenture or the other Transaction Documents, the Indenture Trustee shall not remove any portion of the Collateral 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 unless the Indenture Trustee and the Credit Enhancer receive an Opinion of Counsel to the effect that the lien and Security Interest created by this Indenture will continue to be maintained on any removed property after giving effect to its removal. (c) . The Issuer hereby designates the Indenture Trustee as its agent and attorney-in-fact to execute any Financing Statementfinancing statement, Continuation Statementcontinuation statement, instrument of further assurance or other instrument required to be executed pursuant to this Sectionaccomplish the foregoing. The Issuer authorizes In no event shall the Indenture Trustee to file Financing Statements be responsible for filing or Continuation Statementsmaintaining such financing statements, and amendments to themcontinuation statements, relating to any part instruments of the Collateral without the signature of the Issuer where permitted by law. A carbon, photographic, further assurance or other reproduction of this Indenture or any filed Financing Statement covering the Collateral or any part of it shall be sufficient as a Financing Statement where permitted by law. The Indenture Trustee will promptly send to the Issuer any Financing Statements or Continuation Statements that it files without the signature of the Issuer. Any Financing Statement filed relating to any part of the Collateral will state in bold-faced type that a purchase of the Mortgage Loans included in the collateral covered by the Financing Statement from the debtor will violate the rights of the secured party and its assigneeinstruments.

Protection of the Collateral. (a) The Issuer intends the Security Interest Granted pursuant to this Indenture in favor of the Indenture Trustee on behalf of the Noteholders and the Credit Enhancer to be before all other liens on the Collateral (except as otherwise provided in the Transaction Documents). The Issuer shall take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders and the Credit Enhancer, a first priority perfected Security Interest in the Collateral (except as otherwise provided in the Transaction Documents). The Issuer will execute and deliver any supplements and amendments to this Indenture and any Financing Statements, Continuation Statements, instruments of further assurance, and other instruments and will take any other action appropriate to: (i) Grant more effectively any portion of the Collateral; (ii) preserve the Security Interest (and its priority) created by this Indenture or carry out more effectively the purposes of this Indenture; (iii) perfect, publish notice of, or protect the validity of any Grant made or to be made by this Indenture; (iv) enforce any rights with respect to any of the Collateral; (v) preserve and defend title to the Collateral and the rights of the Indenture Trustee, the Credit Enhancer, and the Noteholders in the Collateral against all adverse claims; or (vi) pay all taxes or assessments levied or assessed on the Collateral when due. (b) Except as otherwise provided in this Indenture or the other Transaction Documents, the Indenture Trustee shall not remove any portion of the Collateral 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 unless the Indenture Trustee and the Credit Enhancer receive an Opinion of Counsel to the effect that the lien and Security Interest created by this Indenture will continue to be maintained on any removed property after giving effect to its removal. (c) The Issuer designates the Indenture Trustee its agent and attorney-in-fact to execute any Financing Statement, Continuation Statement, or other instrument required to be executed pursuant to this Section. The Issuer authorizes the Indenture Trustee to file Financing Statements or Continuation Statements, and amendments to them, relating to any part of the Collateral without the signature of the Issuer where permitted by law. A carbon, photographic, or other reproduction of this Indenture or any filed Financing Statement covering the Collateral or any part of it shall be sufficient as a Financing Statement where permitted by law. The Indenture Trustee will promptly send to the Issuer any Financing Statements or Continuation Statements that it files without the signature of the Issuer. Any Financing Statement filed relating to any part of the Collateral will state in bold-faced type that a purchase of the Mortgage Loans included in the collateral covered by the Financing Statement from the debtor will violate the rights of the secured party and its assignee.to

Protection of the Collateral. (a) The Issuer intends the Security Interest security interest Granted pursuant to this Indenture in favor of the Indenture Trustee on behalf of the Noteholders [and the Credit Enhancer ]to be before all other liens on the Collateral (except as otherwise provided in the Transaction Documents). The Issuer shall take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders [and the Credit Enhancer], a first priority priority, perfected Security Interest security interest in the Collateral (except as otherwise provided in the Transaction Documents). The Issuer will execute and deliver any supplements and amendments to this Indenture and any Financing Statements, Continuation Statements, instruments of further assurance, and other instruments and will take any other action appropriate to: (i) Grant more effectively any portion of the Collateral; (ii) preserve the Security Interest security interest (and its priority) created by this Indenture or carry out more effectively the purposes of this Indenture; (iii) perfect, publish notice of, or protect the validity of any Grant made or to be made by this Indenture; (iv) enforce any rights with respect to any of the Collateral; (v) preserve and defend title to the Collateral and the rights of the Indenture Trustee, [the Credit Enhancer], and the Noteholders in the Collateral against all adverse claims; or (vi) pay all taxes or assessments levied or assessed on the Collateral when due. (b) Except as otherwise provided in this Indenture or the other Transaction Documents, the Indenture Trustee shall not remove any portion of the Collateral 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 unless the Indenture Trustee and the Credit Enhancer receive receives an Opinion of Counsel to the effect that the lien and Security Interest created by this Indenture will continue to be maintained on any removed property after giving effect to its removal. (c) The Issuer designates the Indenture Trustee its agent and attorney-in-fact to execute any Financing Statement, Continuation Statement, or other instrument required to be executed pursuant to this Section. The Issuer authorizes the Indenture Trustee to file Financing Statements or Continuation Statements, and amendments to them, relating to any part of the Collateral without the signature of the Issuer where permitted by law. A carbon, photographic, or other reproduction of this Indenture or any filed Financing Statement covering the Collateral or any part of it shall be sufficient as a Financing Statement where permitted by law. The Indenture Trustee will promptly send to the Issuer any Financing Statements or Continuation Statements that it files without the signature of the Issuer. Any Financing Statement filed relating to any part of the Collateral will state in bold-faced type that a purchase of the Mortgage Loans included in the collateral covered by the Financing Statement from the debtor will violate the rights of the secured party and its assignee.

Protection of the Collateral. (a) The Issuer intends the Security Interest Granted pursuant to this Indenture in favor of the Indenture Trustee on behalf of the Noteholders and the Credit Enhancer Secured Parties to be before all other liens on the Collateral (except as otherwise provided in the Transaction Documents). The Issuer shall take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders and the Credit EnhancerSecured Parties, a first priority perfected Security Interest in the Collateral (except as otherwise provided in the Transaction Documents). The Issuer will execute and deliver any supplements and amendments to this Indenture and any Financing Statements, Continuation Statements, instruments of further assurance, and other instruments and will take any other action appropriate to: (i) Grant more effectively any portion of the Collateral; (ii) preserve the Security Interest (and its priority) created by this Indenture or carry out more effectively the purposes of this Indenture; (iii) perfect, publish notice of, or protect the validity of any Grant made or to be made by this Indenture; (iv) enforce any rights with respect to any of the Collateral; (v) preserve and defend title to the Collateral and the rights of the Indenture Trustee, the Credit Enhancer, Trustee and the Noteholders in the Collateral against all adverse claims; or (vi) pay all taxes or assessments levied or assessed on the Collateral when due. (b) Except as otherwise provided in this Indenture or the other Transaction Documents, the Indenture Trustee shall not remove any portion of the Collateral 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 unless the Indenture Trustee and the Credit Enhancer receive receives an Opinion of Counsel to the effect that the lien and Security Interest created by this Indenture will continue to be maintained on any removed property after giving effect to its removal. (c) The Issuer designates the Indenture Trustee its agent and attorney-in-fact to execute any Financing Statement, Continuation Statement, or other instrument required to be executed pursuant to this Section. The Issuer authorizes the Indenture Trustee to file Financing Statements or Continuation Statements, and amendments to them, relating to any part of the Collateral without the signature of the Issuer where permitted by law. A carbon, photographic, or other reproduction of this Indenture or any filed Financing Statement covering the Collateral or any part of it shall be sufficient as a Financing Statement where permitted by law. The Indenture Trustee will promptly send to the Issuer any Financing Statements or Continuation Statements that it files without the signature of the Issuer. Any Financing Statement filed relating to any part of the Collateral will state in bold-faced type that a purchase of the Mortgage Loans included in the collateral covered by the Financing Statement from the debtor will violate the rights of the secured party and its assignee.