Common use of GRANTING CLAUSE Clause in Contracts

GRANTING CLAUSE. To secure the payment of all sums of money from time to time owing to the Lenders under the Finance Documents, and the performance of the covenants of the Borrowers and any other Security Party herein and therein contained, and in consideration of the premises and of the covenants herein contained and of the extensions of credit by the Lenders, the Security Trustee does hereby declare that it will hold as such trustee in trust for the benefit of the Lenders and the Agent, from and after the execution and delivery thereof, all of its right, title and interest as mortgagee in, to and under the Mortgages and its right, title and interest as assignee and secured party under the other Finance Documents (the right, title and interest of the Security Trustee in and to the property, rights and privileges described above, from and after the execution and delivery thereof, and all property hereafter specifically subjected to the Security Interest of the indenture created hereby and by the Finance Documents by any amendment hereto or thereto are herein collectively called the “Estate”); TO HAVE AND TO HOLD the Estate unto the Security Trustee and its successors and assigns forever, BUT IN TRUST, NEVERTHELESS, for the equal and proportionate benefit and security of the Lenders, the Agent and their respective successors and assigns without any priority of any one over any other, UPON THE CONDITION that, unless and until an Event of Default under this Agreement shall have occurred and be continuing, the relevant Borrower shall be permitted, to the exclusion of the Security Trustee, to possess and use the Ships. IT IS HEREBY COVENANTED, DECLARED AND AGREED that all property subject or to become subject hereto is to be held, subject to the further covenants, conditions, uses and trusts hereinafter set forth, and each Security Party, for itself and its respective successors and assigns, hereby covenants and agrees to and with the Security Trustee and its successors in said trust, for the equal and proportionate benefit and security of the Lenders and the Agent as hereinafter set forth.

GRANTING CLAUSE. To secure the payment of all sums of money from time to time owing (i) to the Lenders under the Finance Documents, and (ii) to the Swap Banks under the Master Agreements, and the performance of the covenants of the Borrowers Borrower and any other Security Party herein and therein contained, and in consideration of the premises and of the covenants herein contained and of the extensions of credit by the Lenders, the Security Trustee does hereby declare that it will hold as such trustee in trust for the benefit of the Lenders Lenders, the Agent and the AgentSwap Banks, from and after the execution and delivery thereof, all of its right, title and interest as mortgagee in, to and under the Mortgages and its right, title and interest as assignee and secured party under the other Finance Documents (the right, title and interest of the Security Trustee in and to the property, rights and privileges described above, from and after the execution and delivery thereof, and all property hereafter specifically subjected to the Security Interest of the indenture created hereby and by the Finance Documents by any amendment hereto or thereto are herein collectively called the “Estate”); TO HAVE AND TO HOLD the Estate unto the Security Trustee and its successors and assigns forever, BUT IN TRUST, NEVERTHELESS, for the equal and proportionate benefit and security of the Lenders, the Agent and the Swap Banks and their respective successors and assigns without any priority of any one over any other, UPON THE CONDITION that, unless and until an Event of Default under this Agreement shall have occurred and be continuing, the relevant Borrower Security Party shall be permitted, to the exclusion of the Security Trustee, to possess and use the Ships. IT IS HEREBY COVENANTED, DECLARED AND AGREED that all property subject or to become subject hereto is to be held, subject to the further covenants, conditions, uses and trusts hereinafter set forth, and each Security Party, for itself and its respective successors and assigns, hereby covenants and agrees to and with the Security Trustee and its successors in said trust, for the equal and proportionate benefit and security of the Lenders Lenders, the Agent and the Agent Swap Banks as hereinafter set forth.

GRANTING CLAUSE. To secure the payment of all sums of money from time to time owing to the Lenders under the Finance Documents, and the performance of the covenants of the Borrowers Borrower and any other Security Party herein and therein contained, and in consideration of the premises and of the covenants herein contained and of the extensions of credit by the Lenders, the Security Trustee does hereby declare that it will hold as such trustee in trust for the benefit of the Lenders and the Agent, from and after the execution and delivery thereof, all of its right, title and interest as mortgagee in, to and under the Mortgages Mortgage and its right, title and interest as assignee and secured party under the other Finance Documents (the right, title and interest of the Security Trustee in and to the property, rights and privileges described above, from and after the execution and delivery thereof, and all property hereafter specifically subjected to the Security Interest of the indenture created hereby and by the Finance Documents by any amendment hereto or thereto are herein collectively called the “Estate”); TO HAVE AND TO HOLD the Estate unto the Security Trustee and its successors and assigns forever, BUT IN TRUST, NEVERTHELESS, for the equal and proportionate benefit and security of the Lenders, the Agent and their respective successors and assigns without any priority of any one over any other, UPON THE CONDITION that, unless and until an Event of Default under this Agreement shall have occurred and be continuing, the relevant Borrower shall be permitted, to the exclusion of the Security Trustee, to possess and use the ShipsShip. IT IS HEREBY COVENANTED, DECLARED AND AGREED that all property subject or to become subject hereto is to be held, subject to the further covenants, conditions, uses and trusts hereinafter set forth, and each Security Party, for itself and its respective successors and assigns, hereby covenants and agrees to and with the Security Trustee and its successors in said trust, for the equal and proportionate benefit and security of the Lenders and the Agent as hereinafter set forth.

GRANTING CLAUSE. To secure the payment of all sums of money from time to time owing (i) to the Lenders under the Finance Documents, and (ii) to the Swap Banks under the Master Agreements, and the performance of the covenants of the Borrowers Borrower and any other Security Party herein and therein contained, and in consideration of the premises and of the covenants herein contained and of the extensions of credit by the Lenders, the Security Trustee does hereby declare that it will hold as such trustee in trust for the benefit of the Lenders Lenders, the Agent and the AgentSwap Banks, from and after the execution and delivery thereof, all of its right, title and interest as mortgagee in, to and under the Mortgages and its right, title and interest as assignee and secured party under the other Finance Documents (the right, title and interest of the Security Trustee in and to the property, rights and privileges described above, from and after the execution and delivery thereof, and all property hereafter specifically subjected to the Security Interest of the indenture created hereby and by the Finance Documents by any amendment hereto or thereto are herein collectively called the “Estate”); TO HAVE AND TO HOLD the Estate unto the Security Trustee and its successors and assigns forever, BUT IN TRUST, NEVERTHELESS, for the equal and proportionate benefit and security of the Lenders, the Agent and the Swap Banks and their respective successors and assigns without any priority of any one over any other, UPON THE CONDITION that, unless and until an Event of Default under this Agreement shall have occurred and be continuing, the relevant Borrower Guarantors shall be permitted, to the exclusion of the Security Trustee, to possess and use the Ships. IT IS HEREBY COVENANTED, DECLARED AND AGREED that all property subject or to become subject hereto is to be held, subject to the further covenants, conditions, uses and trusts hereinafter set forth, and each Security Party, for itself and its respective successors and assigns, hereby covenants and agrees to and with the Security Trustee and its successors in said trust, for the equal and proportionate benefit and security of the Lenders Lenders, the Agent and the Agent Swap Banks as hereinafter set forth.

GRANTING CLAUSE. To secure the timely payment of all sums of money from time to time owing to the Lenders under the Finance Documents, and the performance of the covenants of the Borrowers Obligations by Grantor, Grantor does hereby assign, grant and any other Security Party herein and therein containedpledge to, and subject to a continuing security interest in consideration of the premises and of the covenants herein contained and of the extensions of credit by the Lendersfavor of, the Security Trustee does hereby declare that it will hold as such trustee in trust Lender, for the benefit of the Lenders and the Agent, from and after the execution and delivery thereofLender, all of its the estate, right, title and interest as mortgagee of Grantor in, to and under the Mortgages following assets of Grantor, whether now owned or hereafter existing or acquired (collectively, the “Collateral”): (a) all contracts, agreements and its rightdocuments to which Grantor is a party including the following contracts, title agreements and interest documents, as assignee amended, amended and secured party restated, supplemental or otherwise modified from time to time (individually, an “Assigned Agreement” and collectively, the “Assigned Agreements”) and all of Grantor’s rights thereunder: (i) the Major Project Documents listed on Exhibit A hereto; (ii) all other Major Project Documents not listed on Exhibit A hereto to which the Grantor is a party; (iii) the insurance policies maintained or required to be maintained by Grantor or any other Person under the other Finance Credit Documents (the rightor any Project Document, title and interest including any such policies insuring against loss of revenues by reason of interruption of the Security Trustee in operation of the Project and all proceeds and other amounts payable to the property, rights and privileges described above, from and after the execution and delivery thereofGrantor thereunder, and all property hereafter specifically subjected Eminent Domain Proceeds; (iv) all vendor warranties and guaranties running to Grantor or assigned to Grantor, relating to the Security Interest construction, operation or maintenance, of the indenture created hereby Project or any part thereof; (v) each Additional Project Document to which Grantor is or becomes a party; and (vi) all amendments, supplements, substitutions and renewals to any of the aforesaid agreements; (b) to the extent permitted by applicable Legal Requirements, all Applicable Permits, including those described on the Finance Documents Permit Schedule; (c) all rents, profits, income, royalties and revenues derived in any other manner by Grantor as a result of its ownership of the Project or any part thereof and the operation of the Project or any part thereof, including all revenues from the sale of Product or other goods or services; (d) all tangible personal property and fixtures constituting part of or necessary for the construction, operation or maintenance of the Project, including all machinery, equipment, tools, engines, appliances, mechanical and electrical systems, elevators, lighting, alarm systems, fire control systems, furnishings, furniture, service equipment, motor vehicles, building or maintenance equipment, building or maintenance materials, supplies, spare parts, goods and property covered by any amendment hereto warehouse receipts, bills of lading or thereto are herein collectively called other such documents, and any replacements, renewals or substitutions for any of the “Estate”); TO HAVE AND TO HOLD the Estate unto the Security Trustee foregoing hereafter acquired by Grantor; (e) all goods, including feedstock, inventory, equipment, tools and its successors and assigns foreverany accessions thereto, BUT IN TRUST, NEVERTHELESS, constituting part of or necessary for the equal and proportionate benefit and security construction, operation or maintenance of the LendersProject, and any replacements, renewals or substitutions for any of the foregoing hereafter acquired by Grantor; (f) all maps, plans, specifications, architectural, engineering, construction or shop drawings, manuals or similar documents prepared in connection with the the construction, operation or maintenance of the Project, and any replacements, renewals or substitutions for any of the foregoing hereafter acquired by Grantor; (g) all rights under the IP Agreements [description of additional IP rights held by Borrower to be added if there are any], (h) all of the Accounts, including the Construction Account, the Agent Revenue Account, the Distribution Holding Account, the Distribution Suspense Account, the DSR Account, the Liquidity Reserve Account, the Insurance Proceeds Account and, the Checking Account, and their respective successors all securities and assigns without all other investment property, security entitlements, investment property and financial assets therein; (i) all rights under payment and performance bonds, chattel paper (whether tangible or electronic), letter of credit rights, commercial tort claims and supporting obligations; (j) all payment intangibles related to the construction, operation or maintenance of the Project; (k) to the extent not already included in the foregoing, and whether or not relating to the Project, all personal property of Grantor, including all inventory, equipment, other goods, accounts (including health-care-insurance receivables), chattel paper, commercial tort claims identified on Exhibit B hereto, instruments (including promissory notes), investment property, documents, deposit accounts, letter-of-credit rights, and general intangibles; (l) any priority and all additions and accessions to any of the foregoing; and (m) the proceeds of all of the foregoing collateral, whether cash or non-cash, including (i) all rights of Grantor to receive moneys due and to become due under or pursuant to the Collateral, (ii) all rights of Grantor to receive return of any one over premiums for or proceeds of any otherinsurance, UPON THE CONDITION thatindemnity, unless warranty or guaranty with respect to the Collateral or to receive condemnation proceeds, (iii) all claims of Grantor for damages arising out of or for breach of or default under the Assigned Agreements or any other Collateral, (iv) all rights of Grantor to payment for goods or other property sold or leased or services performed by Grantor, and until an Event (v) all proceeds receivable or received when any and all of Default the foregoing Collateral is sold, collected, exchanged or otherwise disposed of, whether voluntarily or involuntarily; provided, that any of the foregoing Collateral that by its terms or by operation of applicable Legal Requirements would become void, voidable, terminable or revocable, or in respect of which Grantor would be deemed to be in breach or default thereunder, if a security interest therein were granted hereunder (except where (a) such term was agreed with the intent to undermine the security interest granted herein, (b) all required Persons have consented to such security interest therein or waived such term or applicable Legal Requirement or (c) such term or applicable Legal Requirement is rendered ineffective by other applicable Legal Requirements (including Sections 9-406 through 9-409 of the applicable UCC) are expressly excepted and excluded from the Collateral and any Lien and/or obligations under this Agreement shall have occurred and be continuingAgreement, the relevant Borrower shall be permitted, in each case only to the exclusion of extent necessary to avoid such voidness, voidability, terminability, revocability, breach or default and only for long as such term or applicable Legal Requirement is in effect; provided further that “Collateral” shall not include any distributions by Grantor permitted under the Security Trustee, to possess and use the Ships. IT IS HEREBY COVENANTED, DECLARED AND AGREED that all property subject or to become subject hereto is to be held, subject to the further covenants, conditions, uses and trusts hereinafter set forth, and each Security Party, for itself and its respective successors and assigns, hereby covenants and agrees to and with the Security Trustee and its successors in said trust, for the equal and proportionate benefit and security of the Lenders and the Agent as hereinafter set forthCredit Agreement.

GRANTING CLAUSE. To secure the payment of all sums of money from time to time owing to the Lenders under the Finance Documents, and the performance of the covenants of the Borrowers and any other Security Party herein and therein contained, and in consideration of the premises and of the covenants herein contained and of the extensions of credit by the Lenders, the Security Trustee does hereby declare that it will hold as such trustee in trust for the benefit of the Lenders and the Agent, from and after the execution and delivery thereof, all of its right, title and interest as mortgagee in, to and under the Mortgages and its right, title and interest as assignee and secured party under the other Finance Documents (the right, title and interest of the Security Trustee in and to the property, rights and privileges described above, from and after the execution and delivery thereof, and all property hereafter specifically subjected to the Security Interest of the indenture created hereby and by the Finance Documents by any amendment hereto or thereto are herein collectively called the “Estate”); TO HAVE AND TO HOLD the Estate unto the Security Trustee and its successors and assigns forever, BUT IN TRUST, NEVERTHELESS, for the equal and proportionate benefit and security of the Lenders, Lenders and the Agent and their respective successors and assigns without any priority of any one over any other, UPON THE CONDITION that, unless and until an Event of Default under this Agreement shall have occurred and be continuing, the relevant Borrower Security Party shall be permitted, to the exclusion of the Security Trustee, to possess and use the Ships. IT IS HEREBY COVENANTED, DECLARED AND AGREED that all property subject or to become subject hereto is to be held, subject to the further covenants, conditions, uses and trusts hereinafter set forth, and each Security Party, for itself and its respective successors and assigns, hereby covenants and agrees to and with the Security Trustee and its successors in said trust, for the equal and proportionate benefit and security of the Lenders and the Agent as hereinafter set forth.

GRANTING CLAUSE. To secure the payment of all sums of money from time to time owing (i) to the Lenders under this Agreement, the Note, and the other Finance Documents in the maximum principal amount of $75,000,000 plus accrued interest thereon and (ii) to the Swap Banks under this Agreement, the Master Agreement and the other Finance Documents in the maximum principal amount of $18,750,000 plus accrued interest thereon, and all other amounts owing to the Lenders, the Facility Agent, the Payment Agent, the Security Trustee or the Swap Banks pursuant to this Agreement, the Notes, the Master Agreements and the other Finance Documents, and the performance of the covenants of the Borrowers and any other Security Party obligor herein and therein contained, and in consideration of the premises and of the covenants herein contained and of the extensions of credit by the Lenders, the Security Trustee does hereby declare that it will hold as such trustee in trust for the benefit of the Lenders Lenders, the Facility Agent, the Payment Agent and the AgentSwap Banks, from and after the execution and delivery thereof, all of its right, title and interest as mortgagee in, to and under the Mortgages and its right, title and interest as assignee and secured party under the other Finance Documents (the right, title and interest of the Security Trustee in and to the property, rights and privileges described above, from and after the execution and delivery thereof, and all property hereafter specifically subjected to the Security Interest lien of the indenture created hereby and by the Finance Documents by any amendment hereto or thereto are herein collectively called the “Estate”); TO HAVE AND TO HOLD the Estate unto the Security Trustee and its successors and assigns forever, BUT IN TRUST, NEVERTHELESS, for the equal and proportionate benefit and security of the Lenders, the Agent Facility Agent, the Payment Agent, and the Swap Banks and their respective successors and assigns without any priority of any one over any other, UPON THE CONDITION that, unless and until an Event of Default under this Agreement shall have occurred and be continuing, the relevant Borrower Borrowers shall be permitted, to the exclusion of the Security Trustee, to possess and use the Ships. IT IS HEREBY COVENANTED, DECLARED AND AGREED that all property subject or to become subject hereto is to be held, subject to the further covenants, conditions, uses and trusts hereinafter set forth, and each Security PartyBorrower, for itself and its respective successors and assigns, hereby covenants and agrees to and with the Security Trustee and its successors in said trust, for the equal and proportionate benefit and security of the Lenders Lenders, the Facility Agent, the Payment Agent and the Agent Swap Banks as hereinafter set forth.

GRANTING CLAUSE. To secure the payment of all sums of money from time to time owing (i) to the Lenders under the Finance Documents, and (ii) the Swap Banks under the Master Agreements, and the performance of the covenants of the Borrowers Borrower and any other Security Party herein and therein contained, and in consideration of the premises and of the covenants herein contained and of the extensions of credit by the Lenders, the Security Trustee does hereby declare that it will hold as such trustee in trust for the benefit of the Lenders and the AgentCreditor Parties, from and after the execution and delivery thereof, all of its right, title and interest as mortgagee in, to and under the Mortgages and its right, title and interest as assignee and secured party under the other Finance Documents (the right, title and interest of the Security Trustee in and to the property, rights and privileges described above, from and after the execution and delivery thereof, and all property hereafter specifically subjected to the Security Interest of the indenture created hereby and by the Finance Documents by any amendment hereto or thereto are herein collectively called the “Estate”); TO HAVE AND TO HOLD the Estate unto the Security Trustee and its successors and assigns forever, BUT IN TRUST, NEVERTHELESS, for the equal and proportionate benefit and security of the Lenders, the Agent Creditor Parties and their respective successors and assigns without any priority of any one over any other, UPON THE CONDITION that, unless and until an Event of Default under this Agreement shall have occurred and be continuing, the relevant Borrower Security Party shall be permitted, to the exclusion of the Security Trustee, to possess and use the ShipsVessels. IT IS HEREBY COVENANTED, DECLARED AND AGREED that all property subject or to become subject hereto is to be held, subject to the further covenants, conditions, uses and trusts hereinafter set forth, and each Security Party, for itself and its respective successors and assigns, hereby covenants and agrees to and with the Security Trustee and its successors in said trust, for the equal and proportionate benefit and security of the Lenders and the Agent Creditor Parties as hereinafter set forth.

GRANTING CLAUSE. To secure all of the payment of all sums of money from time to time owing Liabilities and the compliance by the Borrower with the Borrower's obligations under this agreement, the Borrower hereby grants to the Lenders under the Finance DocumentsLender security title to and a continuing security interest in, and assigns, transfers, conveys, pledges and sets over to the performance Lender all of the covenants of the Borrowers and any other Security Party herein and therein contained, and in consideration of the premises and of the covenants herein contained and of the extensions of credit by the Lenders, the Security Trustee does hereby declare that it will hold as such trustee in trust for the benefit of the Lenders and the Agent, from and after the execution and delivery thereof, all of its Borrower's right, title and interest as mortgagee in, to and under the Mortgages and its right, title and interest as assignee and secured party under the other Finance Documents (the right, title and interest of the Security Trustee in and to the property, rights and privileges described above, from and after the execution and delivery thereof, and all property hereafter specifically subjected to the Security Interest of the indenture created hereby and by the Finance Documents by any amendment hereto or thereto are herein following (hereinafter collectively called the “Estate”); TO HAVE AND TO HOLD "Collateral"): (1) all of the Estate unto Accounts, Inventory and General Intangibles of the Security Trustee Borrower, now existing and its successors and assigns foreveracquired, BUT IN TRUSTcreated or arising from time to time hereafter, NEVERTHELESSwhether in transit or in the constructive, actual or exclusive possession of the Borrower or of the Lender or held by the Borrower or others for the equal Lender's account and proportionate benefit wherever the same may be located, including, without limiting the generality of the foregoing, all Inventory which may be located on the premises of the Borrower or upon the premises of any carriers, forwarding agents, warehousemen, vendors, selling agents, processors or other third parties; (2) all goods represented by Accounts, Inventory and General Intangibles: (3) all such goods that may be reclaimed or repossessed from or returned by Purchasers; (4) all of the Borrower's rights as an unpaid vendor or lienor, including stoppage in transit, replevin, detinue and reclamation; (5) any other property of the Borrower now or hereafter held by the Lender or by others for the Lender's account: (6) all proceeds and products of, and additions and accessions to, any of the items described in (1) through (5) of this Section 2.01; and (7) all books, documents and records related to any of the items described in (1) through (6) of this Section 2.01. No submission by the Borrower to the Lender of a schedule or other particular identification of Collateral shall be necessary to vest in the Lender security title to and a security interest in each and every item of Collateral of the Borrower now existing or hereafter created and acquired, but rather such title and security of interest shall vest in the Lenders, Lender immediately upon the Agent and their respective successors and assigns without any priority creation or acquisition of any one over item of Collateral hereafter created or acquired, without the necessity for any other, UPON THE CONDITION that, unless and until an Event of Default under this Agreement shall have occurred and be continuing, other or further action by the relevant Borrower shall be permitted, to or the exclusion of the Security Trustee, to possess and use the Ships. IT IS HEREBY COVENANTED, DECLARED AND AGREED that all property subject or to become subject hereto is to be held, subject to the further covenants, conditions, uses and trusts hereinafter set forth, and each Security Party, for itself and its respective successors and assigns, hereby covenants and agrees to and with the Security Trustee and its successors in said trust, for the equal and proportionate benefit and security of the Lenders and the Agent as hereinafter set forthLender.

GRANTING CLAUSE. To secure the payment of all sums of money from time to time owing to the Lenders Creditor Parties under the Finance Documents, Documents plus accrued interest thereon and the performance of the covenants of the Borrowers Borrower and any other Security Party herein and therein contained, and in consideration of the premises and of the covenants herein contained and of the extensions of credit by the Lenders, the Security Trustee does hereby declare that it will hold as such trustee in trust for the benefit of the Lenders and the Agentother Creditor Parties, from and after the execution and delivery thereof, all of its right, title and interest as mortgagee in, to and under the Mortgages and its right, title and interest as assignee and secured party under the other Finance Documents (the right, title and interest of the Security Trustee in and to the property, rights and privileges described above, from and after the execution and delivery thereof, and all property hereafter specifically subjected to the Security Interest of the indenture created hereby and by the Finance Documents by any amendment hereto or thereto are herein collectively called the “Estate”); TO HAVE AND TO HOLD the Estate unto the Security Trustee and its successors and assigns forever, BUT IN TRUST, NEVERTHELESS, for the equal and proportionate benefit and security of the Lenders, the Agent other Creditor Parties and their respective successors and assigns without any priority of any one over any other, UPON THE CONDITION that, unless and until an Event of Default under this Agreement shall have occurred and be continuing, each of the relevant Borrower Guarantors shall be permitted, to the exclusion of the Security Trustee, to possess and use the ShipsCollateral Vessel owned by it. IT IS HEREBY COVENANTED, DECLARED AND AGREED that all property subject or to become subject hereto is to be held, subject to the further covenants, conditions, uses and trusts hereinafter set forth, and each Security Party, for itself and its respective successors and assigns, hereby covenants and agrees to and with the Security Trustee and its successors in said trust, for the equal and proportionate benefit and security of the Lenders and the Agent other Creditor Parties as hereinafter set forth.

GRANTING CLAUSE. To secure the payment of all sums of money from time to time owing to the Lenders under the Finance Documents, and the performance of the covenants of the Borrowers and any other Security Party herein and therein contained, and in consideration of the premises and of the covenants herein contained and of the extensions of credit by the Lenders, the Security Trustee does hereby declare that it will hold as such trustee in trust for the benefit of the Lenders and the Agent, from and after the execution and delivery thereof, all of its right, title and interest as mortgagee in, to and under the Mortgages Mortgage and its right, title and interest as assignee and secured party under the other Finance Documents (the right, title and interest of the Security Trustee in and to the property, rights and privileges described above, from and after the execution and delivery thereof, and all property hereafter specifically subjected to the Security Interest of the indenture created hereby and by the Finance Documents by any amendment hereto or thereto are herein collectively called the “Estate”); TO HAVE AND TO HOLD the Estate unto the Security Trustee and its successors and assigns forever, BUT IN TRUST, NEVERTHELESS, for the equal and proportionate benefit and security of the Lenders, the Agent and their respective successors and assigns without any priority of any one over any other, UPON THE CONDITION that, unless and until an Event of Default under this Agreement shall have occurred and be continuing, the relevant Borrower shall be permitted, to the exclusion of the Security Trustee, to possess and use the Ships. IT IS HEREBY COVENANTED, DECLARED AND AGREED that all property subject or to become subject hereto is to be held, subject to the further covenants, conditions, uses and trusts hereinafter set forth, and each Security Party, for itself and its respective successors and assigns, hereby covenants and agrees to and with the Security Trustee and its successors in said trust, for the equal and proportionate benefit and security of the Lenders and the Agent as hereinafter set forth.

GRANTING CLAUSE. To As collateral to secure the prompt payment of the principal of and interest on, and all sums of money other amounts due with respect to, the Lessor Notes from time to time outstanding hereunder, and all other amounts owing to hereunder by the Lenders under Owner Lessor and the Finance performance and observance by the Owner Lessor of all the agreements, covenants and provisions contained in the Operative Documents, and the performance prompt payment of all amounts from time to time due or to become due to any Lease Indenture Secured Party under the covenants of Operative Documents (collectively, the Borrowers "LESSOR SECURED OBLIGATIONS"), and any other Security Party herein for the uses and therein containedpurposes and subject to the terms and provisions hereof, and in consideration of the premises and of the covenants herein contained contained, and of the extensions acceptance of credit the Lessor Notes by the LendersNoteholders thereof, and other valuable consideration, the Security Trustee receipt and sufficiency of which are hereby acknowledged, the Owner Lessor does hereby declare that it will hold as such trustee in trust for the benefit of the Lenders pledge and the Agentgrant a first priority security interest in, from and after by the execution and delivery thereofof the Mortgage shall grant, bargain, sell, assign, transfer, convey, mortgage, pledge and warrant, unto and for the security and benefit of, the Security Agent acting for and on behalf of the Lease Indenture Secured Parties, a first priority mortgage lien on, all of its estate, right, title and interest as mortgagee now held or hereafter acquired by the Owner Lessor in, to and under the Mortgages and its right, title and interest as assignee and secured party under the other Finance Documents (the right, title and interest of the Security Trustee in and to the following described property, rights rights, interests and privileges, whether now or hereafter acquired, other than Excepted Payments (such property, rights, interests and privileges described aboveas are conveyed pursuant to this granting clause, from and after the execution and delivery thereof, and all property hereafter specifically subjected to the Security Interest of the indenture created hereby and by the Finance Documents by any amendment hereto or thereto are herein collectively called the “Estate”); TO HAVE AND TO HOLD the Estate unto the Security Trustee and its successors and assigns forever, BUT IN TRUST, NEVERTHELESS, for the equal and proportionate benefit and security of the Lenders, the Agent and their respective successors and assigns without any priority of any one over any other, UPON THE CONDITION that, unless and until an Event of Default under this Agreement shall have occurred and be continuing, the relevant Borrower shall be permitted, to the exclusion of the Security Trustee, to possess and use the Ships. IT IS HEREBY COVENANTED, DECLARED AND AGREED that all property subject or to become subject hereto is to be held, subject to the further covenants, conditions, uses and trusts hereinafter set forth, and each Security Party, for itself and its respective successors and assigns, hereby covenants and agrees to and with the Security Trustee and its successors in said trust, for the equal and proportionate benefit and security of the Lenders but excluding Excepted Payments and the Agent rights to enforce and collect the sums as set forth herein, being hereinafter set forth.referred to as the "INDENTURE ESTATE"):

GRANTING CLAUSE. To In order to secure the prompt and complete payment and performance when due of the Obligations of each Grantor and each Borrower under the Credit Agreement and each of the other Loan Documents, to secure the performance and observance by each Grantor and each Borrower of all sums the agreements, covenants and provisions contained herein and in the Loan Documents to which they are a party for the benefit of money from time to time owing the Collateral Agent on behalf of the Secured Parties and each of the other Indemnitees, and for the uses and purposes and subject to the Lenders under the Finance Documents, terms and the performance of the covenants of the Borrowers and any other Security Party herein and therein containedprovisions hereof, and in consideration of the premises and of the covenants herein contained contained, and of other good and valuable consideration to the extensions of credit by parties to the LendersLoan Documents, the Security Trustee does receipt and adequacy whereof are hereby declare that it will hold acknowledged, each Grantor, as such trustee in trust for the benefit of the Lenders and date hereof if it is a party to this Mortgage as of the Agentdate hereof, from and after or otherwise as of the date on which such Grantor becomes a party to this Mortgage by the execution and delivery thereofof a Grantor Supplement, has granted, bargained, sold, assigned, transferred, conveyed, mortgaged, pledged and confirmed, and does hereby grant, bargain, sell, assign, transfer, convey, mortgage, pledge and confirm, unto the Collateral Agent, its successors and assigns, for the security and benefit of the Secured Parties, a first priority continuing security interest in and first priority mortgage Lien on all of its estate, right, title and interest as mortgagee of each Grantor in, to and under the Mortgages following described property, rights, interests and its right, title privileges whether now or hereafter acquired and interest as assignee and secured party under the other Finance Documents (the right, title and interest of the Security Trustee in and subject to the propertyLien hereof (which collectively, rights and privileges described above, from and after the execution and delivery thereof, and including all property hereafter specifically subjected to the Security Interest Lien of the indenture created hereby and by the Finance Documents this Mortgage by any amendment hereto or thereto instrument supplemental hereto, are herein collectively called the “EstateCollateral”); TO HAVE AND TO HOLD the Estate unto the Security Trustee and its successors and assigns forever, BUT IN TRUST, NEVERTHELESS, for the equal and proportionate benefit and security of the Lenders, the Agent and their respective successors and assigns without any priority of any one over any other, UPON THE CONDITION that, unless and until an Event of Default under this Agreement shall have occurred and be continuing, the relevant Borrower shall be permitted, to the exclusion of the Security Trustee, to possess and use the Ships. IT IS HEREBY COVENANTED, DECLARED AND AGREED that all property subject or to become subject hereto is to be held, subject to the further covenants, conditions, uses and trusts hereinafter set forth, and each Security Party, for itself and its respective successors and assigns, hereby covenants and agrees to and with the Security Trustee and its successors in said trust, for the equal and proportionate benefit and security of the Lenders and the Agent as hereinafter set forth.):

GRANTING CLAUSE. To secure the payment of all sums of money from time to time owing The Issuer hereby Grants to the Lenders under the Finance DocumentsTrustee, and the performance of the covenants of the Borrowers and any other Security Party herein and therein contained, and in consideration of the premises and of the covenants herein contained and of the extensions of credit by the Lenders, the Security Trustee does hereby declare that it will hold as such trustee in trust for the benefit and security of the Lenders Noteholders and the Agent, from and after the execution and delivery thereofTrustee as their interests appear herein, all of its the Issuer's right, title and interest as mortgagee in, to and under the Mortgages and its right, title and interest as assignee and secured party under the other Finance Documents (the right, title and interest of the Security Trustee in and to the propertyCollateral. The Grants of the Collateral effected by this Indenture shall include all rights, powers, and options (but none of the obligations) of the Issuer with respect thereto, including the immediate and continuing right to claim for, collect, receive, and give receipts for all moneys payable under and in respect of the Contracts and all chattel paper related thereto, to give and receive notices and other communications, to recover on the Equipment pursuant thereto, to make waivers, amendments or other agreements, to exercise all rights and privileges described aboveoptions, from and after to bring judicial proceedings in the execution and delivery name of the Issuer or otherwise, to terminate a Contract pursuant to the terms thereof, enforce all rights and all property hereafter specifically subjected remedies of the Issuer with respect to the Security Interest duties, covenants, obligations, indemnities, representations and warranties of the indenture created hereby respective parties under the Contracts, and generally to do and receive anything that the Issuer is or may be entitled to do or receive thereunder or with respect thereto. Such Grants are made in trust to secure (i) the payment of all amounts due on the Notes in accordance with their terms, equally and ratably without prejudice, priority, or distinction between any Note and any other Note by reason of differences in time of issuance or otherwise, except as otherwise may be provided in this Indenture, (ii) the payment of all other sums payable under this Indenture and (iii) compliance by the Finance Documents by any amendment hereto or thereto are herein collectively called Issuer with this Indenture and the “Estate”); TO HAVE AND TO HOLD Notes. The Trustee acknowledges such Grants, accepts the Estate unto trusts hereunder in accordance with the Security Trustee and its successors and assigns foreverprovisions hereof, BUT IN TRUST, NEVERTHELESS, for the equal and proportionate benefit and security of the Lenders, the Agent and their respective successors and assigns without any priority of any one over any other, UPON THE CONDITION that, unless and until an Event of Default under this Agreement shall have occurred and be continuing, the relevant Borrower shall be permitted, to the exclusion of the Security Trustee, to possess and use the Ships. IT IS HEREBY COVENANTED, DECLARED AND AGREED that all property subject or to become subject hereto is to be held, subject to the further covenants, conditions, uses and trusts hereinafter set forth, and each Security Party, for itself and its respective successors and assigns, hereby covenants and agrees to perform the duties herein required to the best of its ability and with to the Security Trustee and its successors in said trust, for end that the equal and proportionate benefit and security interests of the Lenders Noteholders may be adequately and the Agent effectively protected as hereinafter set forthprovided.

GRANTING CLAUSE. To secure (a) It is intended that the payment of all sums of money from time to time owing conveyance by the Depositor to the Lenders under the Finance Documents, and the performance Issuer of the covenants Mortgage Loans, as provided for in Section 2.1 be construed as a sale by the Depositor to the Issuer of the Borrowers Mortgage Loans and any other Security Party herein and therein contained, and assets in consideration of the premises and of the covenants herein contained and of the extensions of credit by the Lenders, the Security Trustee does hereby declare that it will hold as such trustee in trust Trust Fund for the benefit of the Lenders Securityholders. Further, it is not intended that any such conveyance be deemed to be a pledge of the Mortgage Loans by the Depositor to the Issuer to secure a debt or other obligation of the Depositor. However, in the event that the Mortgage Loans are held to be property of the Depositor or if for any reason this Agreement is held or deemed to create a security interest in the Mortgage Loans and other assets in the Trust Fund, then it is intended that: (i) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the UCC; (ii) the conveyances provided for in Section 2.1 shall be deemed to be (1) a grant by the Depositor to the Issuer of a security interest in all of the Depositor’s right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to (A) the Mortgage Loans, including the Mortgage Notes, the Mortgages, any related insurance policies and all other documents in the related Mortgage Files, (B) all amounts payable pursuant to the Mortgage Loans in accordance with the terms thereof and (C) any and all general intangibles consisting of, arising from or relating to any of the foregoing, and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all Liquidation Proceeds, all Insurance Proceeds, all amounts from time to time held or invested in the Collection Account, whether in the form of cash, instruments, securities or other property and (2) an assignment by the Depositor to the Issuer of any security interest in any and all of the Depositor’s right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the property described in the foregoing clauses (1)(A) through (C); (iii) the possession by the Indenture Trustee or any other agent of the Issuer of Mortgage Notes, and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party,” or possession by a purchaser or a person designated by such secured party, for purposes of perfecting the security interest pursuant to the UCC and any other relevant UCC (including, without limitation, Section 9-313, 8-313 or 8-321 thereof); and (iv) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Issuer for the purpose of perfecting such security interest under applicable law. (b) The Depositor and, at the Depositor’s direction, the Issuer shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans and the Agentother property of the Trust Fund, from such security interest would be deemed to be a perfected security interest of first priority under applicable law and after will be maintained as such throughout the execution term of this Agreement. Without limiting the generality of the foregoing, the Depositor shall prepare and delivery thereoffile any UCC financing statements that are necessary to perfect the Indenture Trustee’s security interest in or lien on the Mortgage Loans, as evidenced by an Officer’s Certificate of the Depositor, and furnish a copy of each such filed financing statement to the Trust Administrator. The Trust Administrator shall prepare and file, at the expense of the Issuer, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Indenture Trustee’s security interest in or lien on the Mortgage Loans, including without limitation (x) continuation statements, and (y) to the extent that a Responsible Officer of the Trust Administrator has received written notice of such change or transfer, such other statements as may be occasioned by (1) any change of name of the Seller, the Depositor or the Issuer, (2) any change of location of the place of business or the chief executive office of the Seller or the Depositor or (3) any transfer of any interest of the Seller or the Depositor in any Mortgage Loan. Neither the Depositor nor the Issuer shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under an additional jurisdiction) without giving 30 days prior written notice of such action to its transferee, including the Indenture Trustee. Before effecting such change, each of the Depositor or the Issuer proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its transferees, including the Indenture Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement and the Indenture, each of the Depositor and the Issuer authorizes its transferee, including the Indenture Trustee, to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this Section 2.3(b). (c) The Depositor shall not take any action inconsistent with the sale by the Depositor of all of its right, title and interest as mortgagee in, to and under the Mortgages and its right, title and interest as assignee and secured party under the other Finance Documents (the right, title and interest of the Security Trustee in and to the property, rights Trust Fund and privileges described above, from shall indicate or shall cause to be indicated in its records and after records held on its behalf that ownership of each Mortgage Loan and the execution and delivery thereof, and all other property hereafter specifically subjected to the Security Interest of the indenture created hereby and Issuer is held by the Finance Documents by Issuer. In addition, the Depositor shall respond to any amendment hereto inquiries from third parties with respect to ownership of a Mortgage Loan or thereto are herein collectively called the “Estate”); TO HAVE AND TO HOLD the Estate unto the Security Trustee and its successors and assigns forever, BUT IN TRUST, NEVERTHELESS, for the equal and proportionate benefit and security any other property of the Lenders, Trust Fund by stating that it is not the Agent owner of such Mortgage Loan and their respective successors and assigns without any priority that ownership of any one over any other, UPON THE CONDITION that, unless and until an Event of Default under this Agreement shall have occurred and be continuing, the relevant Borrower shall be permitted, to the exclusion such Mortgage Loan or other property of the Security Trustee, to possess and use Trust Fund is held by the Ships. IT IS HEREBY COVENANTED, DECLARED AND AGREED that all property subject or to become subject hereto is to be held, subject to the further covenants, conditions, uses and trusts hereinafter set forth, and each Security Party, for itself and its respective successors and assigns, hereby covenants and agrees to and with the Security Trustee and its successors in said trust, for the equal and proportionate benefit and security Issuer on behalf of the Lenders and the Agent as hereinafter set forthSecurityholders.

GRANTING CLAUSE. To secure the payment of all sums of money from time to time owing to the Lenders under this Agreement, the Finance Note and the Security Documents in the maximum principal amount of $49,600,000 plus any amounts due under the Master Agreement and accrued interest thereon and all other amounts owing to the Lenders, the Agent, the Swap Provider or the Security Trustee pursuant to this Agreement, the Note and the Security Documents, and the performance of the covenants of the Borrowers and any other Security Party obligor herein and therein contained, and in consideration of the premises and of the covenants herein contained and of the extensions of credit by the Lenders, the Security Trustee does hereby declare that it will hold as such trustee in trust for the benefit of the Lenders Lenders, the Agent, and the AgentSwap Provider, from and after the execution and delivery thereof, all of its right, title and interest as mortgagee in, to and under each of the Mortgages and its right, title and interest as assignee Assignee and secured party under the other Finance Documents (the Security Documents. The right, title and interest of the Security Trustee in and to the property, rights and privileges described above, from and after the execution and delivery thereof, and all property hereafter specifically subjected to the Security Interest lien of the indenture created hereby and by the Finance Security Documents by any amendment hereto or thereto are herein collectively called the “Estate”); "ESTATE". TO HAVE AND TO HOLD the Estate unto the Security Trustee and its successors and assigns forever, . BUT IN TRUST, NEVERTHELESS, for the equal and proportionate benefit and security of the Lenders, the Agent Agent, the Swap Provider and their respective successors and assigns without (except as otherwise set forth in Sections 9.02 and 9.03 of this Agreement) any priority of any one over any other, . UPON THE CONDITION that, unless and until an Event of Default under this Agreement shall have occurred and be continuing, the relevant Borrower Borrowers shall be permitted, to the exclusion of the Security Trustee, to possess and use the ShipsMortgaged Vessels. IT IS HEREBY COVENANTED, DECLARED AND AGREED that all property subject or to become subject hereto is to be held, subject to the further covenants, conditions, uses and trusts hereinafter set forth, and each Security Partythe Borrowers, for itself themselves and its their respective successors and assigns, hereby covenants covenant and agrees agree to and with the Security Trustee and its successors in said trust, for the equal and proportionate benefit and security of the Lenders Lenders, the Agent and the Agent Swap Provider as hereinafter set forth.

GRANTING CLAUSE. To In order to secure the prompt payment of the Rent and all sums of money the other amounts from time to time owing outstanding with respect hereto and to the Lenders under the Finance Documentseach Lease, and the performance and observance by Lessee of all of the covenants provisions thereof and of all of the Borrowers and any other Security Party herein and therein containedrelated Lease Documents, Lessee hereby collaterally assigns, grants, and conveys to the Lessor under each such Lease to which it is then a party (whether originally named therein and retained, or by assignment), a security interest in consideration of the premises and of the covenants herein contained and of the extensions of credit by the Lenders, the Security Trustee does hereby declare that it will hold as such trustee in trust for the benefit of the Lenders and the Agent, from and after the execution and delivery thereof, lien on all of its Lessee’s right, title and interest as mortgagee in, to and under the Mortgages and its right, title and interest as assignee and secured party under the other Finance Documents (the right, title and interest of the Security Trustee in and to all of the property, rights and privileges described above, from and after the execution and delivery thereoffollowing (whether now existing or hereafter created, and all property hereafter specifically subjected including any other collateral described on any rider hereto; the “Collateral”): (i) (if contrary to the Security Interest parties’ intentions a court determines that such Lease is not a true “lease” under the UCC) the Equipment described in such Lease or otherwise covered thereby (including all inventory, fixtures or other property comprising the Equipment), together with all related software (embedded therein or otherwise) and general intangibles, all additions, attachments, accessories and accessions thereto whether or not furnished by the Supplier; (ii) any subleases, chattel paper, accounts, security deposits, CHICAGO/#1578913.20 and general intangibles relating thereto, and any and all substitutions, replacements or exchanges for any such Equipment or other collateral, in each such case in which Lessee shall from time to time acquire an interest; and (iii) any and all related insurance and/or other proceeds of the indenture created hereby Equipment and other collateral in and against which a security interest is granted hereunder. The collateral assignment, security interest and lien granted herein shall survive the termination, cancellation or expiration of each Lease held by the Finance Documents by any amendment hereto or thereto such Lessor until such time as Lessee’s obligations thereunder (other than inchoate indemnity obligations) are herein collectively called the “Estate”); TO HAVE AND TO HOLD the Estate unto the Security Trustee fully and its successors and assigns forever, BUT IN TRUST, NEVERTHELESS, for the equal and proportionate benefit and security of the Lenders, the Agent and their respective successors and assigns without any priority of any one over any other, UPON THE CONDITION that, unless and until an Event of Default under this Agreement shall have occurred and be continuing, the relevant Borrower shall be permitted, to the exclusion of the Security Trustee, to possess and use the Ships. IT IS HEREBY COVENANTED, DECLARED AND AGREED that all property subject or to become subject hereto is to be held, subject to the further covenants, conditions, uses and trusts hereinafter set forth, and each Security Party, for itself and its respective successors and assigns, hereby covenants and agrees to and with the Security Trustee and its successors in said trust, for the equal and proportionate benefit and security of the Lenders and the Agent as hereinafter set forthindefeasibly discharged.

GRANTING CLAUSE. To secure the payment of all sums of money from time to time owing to the Lenders under the Finance Documents, and Documentsand the performance of the covenants of the Borrowers Borrower and any other Security Party herein and therein contained, and in consideration of the premises and of the covenants herein contained and of the extensions of credit by the Lenders, the Security Trustee does hereby declare that it will hold as such trustee in trust for the benefit of the Lenders Lenders, the Arranger and the Agent, from and after the execution and delivery thereof, all of its right, title and interest as mortgagee in, to and under the Mortgages and its right, title and interest as assignee and secured party under the other Finance Documents (the right, title and interest of the Security Trustee in and to the property, rights and privileges described above, from and after the execution and delivery thereof, and all property hereafter specifically subjected to the Security Interest of the indenture created hereby and by the Finance Documents by any amendment hereto or thereto are herein collectively called the “Estate”); TO HAVE AND TO HOLD the Estate unto the Security Trustee and its successors and assigns forever, BUT IN TRUST, NEVERTHELESS, for the equal and proportionate benefit and security of the Lenders, the Arranger and the Agent and their respective successors and assigns without any priority of any one over any other, UPON THE CONDITION that, unless and until an Event of Default under this Agreement shall have occurred and be continuing, the relevant Borrower shall be permitted, to the exclusion of the Security Trustee, to possess and use the ShipsShip. IT IS HEREBY COVENANTED, DECLARED AND AGREED that all property subject or to become subject hereto is to be held, subject to the further covenants, conditions, uses and trusts hereinafter set forth, and each Security Party, for itself and its respective successors and assigns, hereby covenants and agrees to and with the Security Trustee and its successors in said trust, for the equal and proportionate benefit and security of the Lenders Lenders, the Arranger and the Agent as hereinafter set forth.

GRANTING CLAUSE. To secure the payment of all sums of money from time to time owing (i) to the Lenders under this Agreement, the Note, and the other Finance Documents in the maximum principal amount of $93,600,000 plus accrued interest thereon and (ii) to the Swap Banks under this Agreement, the Master Agreement and the other Finance Documents in the maximum principal amount of $23,400,000 plus accrued interest thereon, and all other amounts owing to the Lenders, the Facility Agent, the Security Trustee or the Swap Banks pursuant to this Agreement, the Note, the Master Agreements and the other Finance Documents, and the performance of the covenants of the Borrowers and any other Security Party obligor herein and therein contained, and in consideration of the premises and of the covenants herein contained and of the extensions of credit by the Lenders, the Security Trustee does hereby declare that it will hold as such trustee in trust for the benefit of the Lenders Lenders, the Facility Agent and the AgentSwap Banks, from and after the execution and delivery thereof, all of its right, title and interest as mortgagee in, to and under the Mortgages and its right, title and interest as assignee and secured party under the other Finance Documents (the right, title and interest of the Security Trustee in and to the property, rights and privileges described above, from and after the execution and delivery thereof, and all property hereafter specifically subjected to the Security Interest lien of the indenture created hereby and by the Finance Documents by any amendment hereto or thereto are herein collectively called the “Estate”); TO HAVE AND TO HOLD the Estate unto the Security Trustee and its successors and assigns forever, BUT IN TRUST, NEVERTHELESS, for the equal and proportionate benefit and security of the Lenders, the Facility Agent and the Swap Banks and their respective successors and assigns without any priority of any one over any other, UPON THE CONDITION that, unless and until an Event of Default under this Agreement shall have occurred and be continuing, the relevant Borrower Borrowers shall be permitted, to the exclusion of the Security Trustee, to possess and use the Ships. IT IS HEREBY COVENANTED, DECLARED AND AGREED that all property subject or to become subject hereto is to be held, subject to the further covenants, conditions, uses and trusts hereinafter set forth, and each Security PartyBorrower, for itself and its respective successors and assigns, hereby covenants and agrees to and with the Security Trustee and its successors in said trust, for the equal and proportionate benefit and security of the Lenders Lenders, the Facility Agent and the Agent Swap Banks as hereinafter set forth.

GRANTING CLAUSE. To (a) It is intended that the conveyance of the Mortgage Loans by the Seller to the Depositor and by the Depositor to the Issuing Entity, as provided for in Sections 2.1 and 2.2, be construed as a sale of the Mortgage Loans and other assets in the Trust Fund by the Seller to the Depositor and by the Depositor to the Issuing Entity. Further, it is not intended that any such conveyances be deemed a pledge of the Mortgage Loans by the Seller to the Depositor to secure a debt or other obligation of the payment Seller, or a pledge of the Mortgage Loans by the Depositor to the Issuing Entity to secure a debt or other obligation of the Depositor. However, in the event that the Mortgage Loans are held to be property of the Seller or the Depositor or if for any reason this Agreement is held or deemed to create a security interest in the Mortgage Loans and other assets in the Trust Fund, then it is intended that: (i) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the UCC; (ii) the conveyances provided for in Sections 2.1 and 2.2 shall be deemed a grant by the Seller to the Depositor, and by the Depositor to the Issuing Entity, as the case may be, of (1) a security interest in all sums of money the Seller's right and Depositor's right, as applicable, (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to (A) the Mortgage Loans, including the Mortgage Notes, the Mortgages, any related insurance policies and all other documents in the related Mortgage Files, (B) all amounts payable pursuant to the Mortgage Loans in accordance with the terms thereof and (C) any and all general intangibles consisting of, arising from or relating to any of the foregoing, and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all Liquidation Proceeds, all Insurance Proceeds and all amounts from time to time owing held or invested in the Custodial Account, whether in the form of cash, instruments, securities or other property and (2) an assignment by the Seller to the Lenders under Depositor and by the Finance DocumentsDepositor to the Issuing Entity of any security interest in any and all of the Seller's and Depositor's right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the property described in the foregoing clauses (1)(A) through (C); (iii) the possession by the Indenture Trustee, the Custodian, or any other agent of the Indenture Trustee of Mortgage Notes, and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the performance secured party," or possession by a purchaser or a person designated by such secured party, for purposes of perfecting the covenants of security interest pursuant to the Borrowers UCC and any other Security Party herein and therein containedrelevant UCC (including, without limitation, Section 9-313, 8-313 or 8-321 thereof); and (iv) notifications to persons holding such property, and in consideration acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the premises Issuing Entity for the purpose of perfecting such security interest under applicable law. (b) The Seller and the Depositor shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans and the other property of the covenants herein contained Trust Fund, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. Without limiting the generality of the extensions foregoing, the Seller and the Depositor shall prepare and file any UCC financing statements that are necessary to perfect the Depositor's and the Indenture Trustee's security interest in or lien on the Mortgage Loans, as evidenced by an Officer's Certificate of credit the Seller and the Depositor, and furnish a copy of each such filed financing statement to the Indenture Trustee. The Seller and the Depositor shall prepare and file, at the expense of the Issuing Entity, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Indenture Trustee's security interest in or lien on the Mortgage Loans, including without limitation (x) continuation statements, and (y) to the extent that a Responsible Officer of the Depositor has received written notice of such change or transfer, such other statements as may be occasioned by (1) any change of name of the Seller, the Depositor or the Issuing Entity, (2) any change of location of the domicile or the chief executive office of the Seller or the Depositor or (3) any transfer of any interest of the Seller or the Depositor in any Mortgage Loan. Neither the Seller nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under an additional jurisdiction) without giving 30 days prior written notice of such action to the Servicer and the Indenture Trustee. Before effecting such change, each of the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its transferees, including the Indenture Trustee, in the Mortgage Loans. (c) Neither the Seller nor the Depositor shall take any action inconsistent with the sale by the Lenders, Seller or the Security Trustee does hereby declare that it will hold as such trustee in trust for the benefit of the Lenders and the Agent, from and after the execution and delivery thereof, all Depositor of its right, title and interest as mortgagee in, to and under the Mortgages and its right, title and interest as assignee and secured party under the other Finance Documents (the right, title and interest of the Security Trustee in and to the property, rights Mortgage Loans or Trust Fund and privileges described above, from shall indicate or shall cause to be indicated in its records and after records held on its behalf that ownership of each Mortgage Loan and the execution and delivery thereof, and all other property hereafter specifically subjected to the Security Interest of the indenture created hereby and Issuing Entity is held by the Finance Documents by any amendment hereto or thereto are herein collectively called the “Estate”); TO HAVE AND TO HOLD the Estate unto the Security Trustee and its successors and assigns forever, BUT IN TRUST, NEVERTHELESS, for the equal and proportionate benefit and security of the Lenders, the Agent and their respective successors and assigns without any priority of any one over any other, UPON THE CONDITION that, unless and until an Event of Default under this Agreement shall have occurred and be continuing, the relevant Borrower shall be permitted, to the exclusion of the Security Trustee, to possess and use the Ships. IT IS HEREBY COVENANTED, DECLARED AND AGREED that all property subject or to become subject hereto is to be heldIssuing Entity, subject to the further covenants, conditions, uses and trusts hereinafter set forth, and each Security Party, for itself and its respective successors and assigns, hereby covenants and agrees to and with the Security Trustee and its successors in said trust, for the equal and proportionate benefit and security lien of the Lenders Indenture. In addition, the Seller and the Agent as hereinafter set forthDepositor shall respond to any inquiries from third parties with respect to ownership of a Mortgage Loan or any other property of the Trust Fund by stating that it is not the owner of such Mortgage Loan and that ownership of such Mortgage Loan or other property of the Trust Fund is held by the Issuing Entity, subject to the lien of the Indenture.

GRANTING CLAUSE. To secure the payment of all sums of money from time to time owing (i) to the Lenders under the Finance DocumentsDocuments in the maximum principal amount of the Total Commitments plus accrued interest thereon, and (ii) to the Swap Banks under the Master Agreements in the maximum principal amount of 25% of the Total Commitments plus accrued interest thereon, and the performance of the covenants of the Borrowers Borrower and any other Security Party herein and therein contained, and in consideration of the premises and of the covenants herein contained and of the extensions of credit by the Lenders, the Security Trustee does hereby declare that it will hold as such trustee in trust for the benefit of the Lenders Lenders, the Agent and the AgentSwap Bank, from and after the execution and delivery thereof, all of its right, title and interest as mortgagee in, to and under the Mortgages and its right, title and interest as assignee and secured party under the other Finance Documents (the right, title and interest of the Security Trustee in and to the property, rights and privileges described above, from and after the execution and delivery thereof, and all property hereafter specifically subjected to the Security Interest of the indenture created hereby and by the Finance Documents by any amendment hereto or thereto are herein collectively called the “"Estate”"); TO HAVE AND TO HOLD the Estate unto the Security Trustee and its successors and assigns forever, BUT IN TRUST, NEVERTHELESS, for the equal and proportionate benefit and security of the Lenders, the Agent and the Swap Banks and their respective successors and assigns without any priority of any one over any other, UPON THE CONDITION that, unless and until an Event of Default under this Agreement shall have occurred and be continuing, the relevant Borrower Guarantors shall be permitted, to the exclusion of the Security Trustee, to possess and use the Ships. IT IS HEREBY COVENANTED, DECLARED AND AGREED that all property subject or to become subject hereto is to be held, subject to the further covenants, conditions, uses and trusts hereinafter set forth, and each Security Party, for itself and its respective successors and assigns, hereby covenants and agrees to and with the Security Trustee and its successors in said trust, for the equal and proportionate benefit and security of the Lenders Lenders, the Agent and the Agent Swap Banks as hereinafter set forth.

GRANTING CLAUSE. To secure the payment of all sums of money from time to time (i) owing to the Lenders under the Finance Documents, Documents and (ii) to the Swap Banks under the Master Agreements in the maximum principal amount of 25% of the Total Commitments plus accrued interest thereon and the performance of the covenants of the Borrowers and any other Security Party herein and therein contained, and in consideration of the premises and of the covenants herein contained and of the extensions of credit by the Lenders, the Security Trustee does hereby declare that it will hold as such trustee in trust for the benefit of the Lenders Lenders, the Swap Banks, the Arranger and the Agent, from and after the execution and delivery thereof, all of its right, title and interest as mortgagee in, to and under the Mortgages and its right, title and interest as assignee and secured party under the other Finance Documents (the right, title and interest of the Security Trustee in and to the property, rights and privileges described above, from and after the execution and delivery thereof, and all property hereafter specifically subjected to the Security Interest of the indenture created hereby and by the Finance Documents by any amendment hereto or thereto are herein collectively called the “Estate”); TO HAVE AND TO HOLD the Estate unto the Security Trustee and its successors and assigns forever, BUT IN TRUST, NEVERTHELESS, for the equal and proportionate benefit and security of the Lenders, the Swap Banks, the Arranger and the Agent and their respective successors and assigns without any priority of any one over any other, UPON THE CONDITION that, unless and until an Event of Default under this Agreement shall have occurred and be continuing, the relevant Borrower Borrowers shall be permitted, to the exclusion of the Security Trustee, to possess and use the Ships. IT IS HEREBY COVENANTED, DECLARED AND AGREED that all property subject or to become subject hereto is to be held, subject to the further covenants, conditions, uses and trusts hereinafter set forth, and each Security Party, for itself and its respective successors and assigns, hereby covenants and agrees to and with the Security Trustee and its successors in said trust, for the equal and proportionate benefit and security of the Lenders Lenders, the Swap Banks, the Arranger and the Agent as hereinafter set forth.

GRANTING CLAUSE. To secure the payment of all sums of money from time to time owing to the Lenders or the Swap Bank under this Agreement, the Notes and the other Finance Documents in the maximum principal amount of $409,500,000 plus accrued interest thereon and all other amounts owing to the Lenders, the Swap Bank the Agent or the Security Trustee pursuant to this Agreement, the Notes and the other Finance Documents, and the performance of the covenants of the Borrowers Borrower and any other Security Party Obligor herein and therein contained, and in consideration of the premises and of the covenants herein contained and of the extensions of credit by the Lenders, the Security Trustee does hereby declare that it will hold as such trustee in trust for the benefit of the Lenders Lenders, the Swap Bank and the Agent, from and after the execution and delivery thereof, all of its right, title and interest as mortgagee in, to and under the Mortgages each Mortgage and its right, title and interest as assignee and secured party under the other Finance Documents (the right, title and interest of the Security Trustee in and to the property, rights and privileges described above, from and after the execution and delivery thereof, and all property hereafter specifically subjected to the Security Interest lien of the indenture created hereby and by the Finance Documents by any amendment hereto or thereto are herein collectively called the “Estate”); TO HAVE AND TO HOLD the Estate unto the Security Trustee and its successors and assigns forever, forever BUT IN TRUST, NEVERTHELESS, for the equal and proportionate benefit and security of the Lenders, the Swap Bank and the Agent and their respective successors and assigns without any priority of any one over any otherother (except as provided in Clause 13.1 of this Agreement), UPON THE CONDITION that, unless and until an Event of Default under this Agreement shall have occurred and be continuing, each of the relevant Borrower Obligors shall be permitted, to the exclusion of the Security Trustee, to possess and use the Ships. IT IS HEREBY COVENANTED, DECLARED AND AGREED that all property subject or to become subject hereto is to be held, subject to the further covenants, conditions, uses and trusts hereinafter set forth, and each Security PartyObligor, for itself and its respective successors and assigns, hereby covenants and agrees to and with the Security Trustee and its successors in said trust, for the equal and proportionate benefit and security of the Lenders Lenders, the Swap Bank and the Agent as hereinafter set forth.

GRANTING CLAUSE. To secure the payment of all sums of money from time to time owing to the Lenders under the Finance Documents, Documents and the performance of the covenants of the Borrowers and any other Security Party herein and therein contained, and in consideration of the premises and of the covenants herein contained and of the extensions of credit by the Lenders, the Security Trustee does hereby declare that it will hold as such trustee in trust for the benefit of the Lenders and the Agent, Agent from and after the execution and delivery thereof, all of its right, title and interest as mortgagee in, to and under the Mortgages and its right, title and interest as assignee and secured party under the other Finance Documents (the right, title and interest of the Security Trustee in and to the property, rights and privileges described above, from and after the execution and delivery thereof, and all property hereafter specifically subjected to the Security Interest of the indenture created hereby and by the Finance Documents by any amendment hereto or thereto are herein collectively called the “Estate”); TO HAVE AND TO HOLD the Estate unto the Security Trustee and its successors and assigns forever, BUT IN TRUST, NEVERTHELESS, for the equal and proportionate benefit and security of the Lenders, Lenders and the Agent and their respective successors and assigns without any priority of any one over any other, UPON THE CONDITION that, unless and until an Event of Default under this Agreement shall have occurred and be continuing, the relevant Borrower Security Party shall be permitted, to the exclusion of the Security Trustee, to possess and use the Ships. IT IS HEREBY COVENANTED, DECLARED AND AGREED that all property subject or to become subject hereto is to be held, subject to the further covenants, conditions, uses and trusts hereinafter set forth, and each Security Party, for itself and its respective successors and assigns, hereby covenants and agrees to and with the Security Trustee and its successors in said trust, for the equal and proportionate benefit and security of the Lenders and the Agent as hereinafter set forth.

GRANTING CLAUSE. To secure the payment of all sums of money from time to time owing (i) to the Lenders under the Finance Documents, and (ii) to the Swap Banks under the Master Agreements, and the performance of the covenants of the Borrowers and any other Security Party herein and therein contained, and in consideration of the premises and of the covenants herein contained and of the extensions of credit by the Lenders, the Security Trustee does hereby declare that it will hold as such trustee in trust for the benefit of the Lenders Lenders, the Agent, the K-Sure Agent and the AgentSwap Banks, from and after the execution and delivery thereof, all of its right, title and interest as mortgagee in, to and under the Mortgages and its right, title and interest as assignee and secured party under the other Finance Documents (the right, title and interest of the Security Trustee in and to the property, rights and privileges described above, from and after the execution and delivery thereof, and all property hereafter specifically subjected to the Security Interest of the indenture created hereby and by the Finance Documents by any amendment hereto or thereto are herein collectively called the “Estate”); TO HAVE AND TO HOLD the Estate unto the Security Trustee and its successors and assigns forever, BUT IN TRUST, NEVERTHELESS, for the equal and proportionate benefit and security of the Lenders, the Agent, the K-Sure Agent and the Swap Banks and their respective successors and assigns without any priority of any one over any other, UPON THE CONDITION that, unless and until an Event of Default under this Agreement shall have occurred and be continuing, the relevant Borrower Security Party shall be permitted, to the exclusion of the Security Trustee, to possess and use the Ships. IT IS HEREBY COVENANTED, DECLARED AND AGREED that all property subject or to become subject hereto is to be held, subject to the further covenants, conditions, uses and trusts hereinafter set forth, and each Security Party, for itself and its respective successors and assigns, hereby covenants and agrees to and with the Security Trustee and its successors in said trust, for the equal and proportionate benefit and security of the Lenders Lenders, the Agent, the K-Sure Agent and the Agent Swap Banks as hereinafter set forth.

GRANTING CLAUSE. To secure SECOND All Revenues (as defined herein) received by the payment Issuer under the Agreement and all moneys and earnings thereon held by the Trustee in the Construction Fund, the Costs of Issuance Fund, or in the Bond Fund under the terms of this Indenture; and GRANTING CLAUSE THIRD Any and all sums other property of money each name and nature from time to time owing hereafter by delivery or by writing of any kind pledged or assigned as and for additional security hereunder, by the Issuer or by anyone on its behalf or with its written consent, to the Lenders under the Finance DocumentsTrustee, which are hereby authorized to receive any and the performance of the covenants of the Borrowers all such property at any and any other Security Party herein and therein contained, and in consideration of the premises and of the covenants herein contained and of the extensions of credit by the Lenders, the Security Trustee does hereby declare that it will hold as such trustee in trust for the benefit of the Lenders and the Agent, from and after the execution and delivery thereof, all of its right, title and interest as mortgagee in, to and under the Mortgages and its right, title and interest as assignee and secured party under the other Finance Documents (the right, title and interest of the Security Trustee in times and to hold and apply the property, rights and privileges described above, from and after the execution and delivery thereof, and all property hereafter specifically subjected same subject to the Security Interest of the indenture created hereby and by the Finance Documents by any amendment hereto or thereto are herein collectively called the “Estate”); terms hereof. TO HAVE AND TO HOLD all and singular the Estate Trust Estate, whether now owned or hereafter acquired, unto the Security Trustee and its successors and assigns forever, BUT IN TRUST, NEVERTHELESS, for the equal and proportionate benefit and security of the Lenders, the Agent and their respective successors and assigns without any priority of any one over any other, UPON THE CONDITION that, unless and until an Event of Default under this Agreement shall have occurred and be continuing, the relevant Borrower shall be permitted, to the exclusion of the Security Trustee, to possess and use the Ships. IT IS HEREBY COVENANTED, DECLARED AND AGREED that all property subject or to become subject hereto is to be held, subject to the further covenants, conditions, uses and trusts hereinafter set forth, and each Security Party, for itself and its respective successors and assigns, hereby covenants and agrees to and with the Security Trustee and its successors in said trusttrusts and assigns forever. IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth for the equal and proportionate benefit benefit, security and security protection of all present and future owners of the Lenders Bonds, from time to time issued under and secured by this Indenture without privilege, priority or distinction as to the lien or otherwise of any of the Bonds over any of the other Bonds (except only as otherwise expressly stated herein). PROVIDED HOWEVER, that if the Issuer, its successors or assigns, shall cause to be paid, the principal of the Bonds and the Agent interest and premium, if any, due or to become due thereon, at the times and in the manner mentioned in the Bonds, according to the true intent and meaning thereof, and shall cause the payments to be made into the Bond Fund as required under Article VI hereof or shall provide, as permitted by Article VIII hereof, for the payment thereof, and shall keep, perform and observe all the covenants and conditions pursuant to the terms of this Indenture to be kept, performed and observed by it, and shall pay or cause to be paid to the Trustee all sums of money due or to become due in accordance with the terms and provisions hereof, then this Indenture and the rights hereby granted shall cease, determine and be void except as set forth in such Article VIII. THIS INDENTURE OF TRUST FURTHER WITNESSETH, and it is expressly declared, that all Bonds issued and secured hereunder are to be issued, authenticated and delivered and the Trust Estate hereby assigned and pledged are to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as hereinafter set forth.expressed, and the Issuer has agreed and covenanted, and does hereby agree and covenant, with the Trustee and with the respective Owners from time to time of the Bonds, as follows:

GRANTING CLAUSE. To secure SECOND All the payment rights and interest of all sums of money from time to time owing the Issuer in and to the Lenders under the Finance DocumentsBond Fund (as hereinafter defined), and all moneys and investments therein, but subject to the performance provisions of this Indenture pertaining thereto, including those pertaining to the covenants making of the Borrowers and any other Security Party herein and therein contained, and in consideration of the premises and of the covenants herein contained and of the extensions of credit by the Lenders, the Security Trustee does hereby declare that it will hold as such trustee in trust for the benefit of the Lenders and the Agent, from and after the execution and delivery thereof, all of its right, title and interest as mortgagee in, to and under the Mortgages and its right, title and interest as assignee and secured party under the other Finance Documents (the disbursements therefrom. GRANTING CLAUSE THIRD All right, title and interest of the Security Trustee Issuer in and to the property, rights and privileges described above, from and after the execution and delivery thereof, and all property hereafter specifically subjected to the Security Interest of the indenture created hereby and by the Finance Documents by any amendment hereto or thereto are herein collectively called the “Estate”); Pledged Revenues. TO HAVE AND TO HOLD all and singular the Estate Trust Estate, whether now owned or hereafter acquired, unto the Security Trustee and its successors respective successor in said trust and assigns forever, BUT . IN TRUST, TRUST NEVERTHELESS, upon the terms and trust herein set forth for the equal and proportionate benefit benefit, security and security protection of all present and future owners of the LendersSenior Bonds from time to time issued under and secured by this Indenture without privilege, priority or distinction as to the lien or otherwise of any of the Senior Bonds over any of the other Senior Bonds (except as herein otherwise expressly provided); PROVIDED, HOWEVER, that if the Issuer, its successors or assigns, shall well and truly pay, or cause to be paid, the Agent principal of, and their respective successors premium, if any, and assigns without any priority of any one over any other, UPON THE CONDITION that, unless and until an Event of Default under this Agreement shall have occurred and be continuinginterest on, the relevant Borrower shall be permitted, to the exclusion of the Security Trustee, to possess and use the Ships. IT IS HEREBY COVENANTED, DECLARED AND AGREED that all property subject Senior Bonds due or to become subject hereto is due, at the times and in the manner mentioned in the Senior Bonds according to the true intent and meaning thereof, and shall cause the payments to be heldmade on the Senior Bonds as required under Article VIII hereof, subject to the further covenantsor shall provide, conditions, uses and trusts hereinafter set forth, and each Security Party, for itself and its respective successors and assigns, hereby covenants and agrees to and with the Security Trustee and its successors in said trustas permitted hereby, for the equal payment thereof by depositing with the Trustee the entire amount due or to become due thereon (or Governmental Obligations sufficient for that purpose as provided in Article VIII hereof), and proportionate benefit shall pay or cause to be paid to the Trustee all sums of money due or to become due to it in accordance with the terms and security of provisions thereof, then upon the Lenders and the Agent as hereinafter set forth.final payment thereof or

GRANTING CLAUSE. To secure (a) It is intended that the payment of all sums of money from time to time owing to conveyance by the Lenders under the Finance Documents, and the performance Depositor of the covenants Mortgage Loans, as provided for in Section 2.1 be construed as a sale by the Depositor of the Borrowers Mortgage Loans and any other Security Party herein and therein contained, and assets in consideration of the premises and of the covenants herein contained and of the extensions of credit by the Lenders, the Security Trustee does hereby declare that it will hold as such trustee in trust Trust Fund for the benefit of the Lenders Certificateholders. Further, it is not intended that any such conveyance be deemed to be a pledge of the Mortgage Loans by the Depositor to secure a debt or other obligation of the Depositor. However, in the event that the Mortgage Loans are held to be property of the Depositor or if for any reason this Agreement is held or deemed to create a security interest in the Mortgage Loans and other assets in the Trust Fund, then it is intended that (i) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the UCC; (ii) the conveyances provided for in Section 2.1 shall be deemed to be (1) a grant by the Depositor of a security interest in all of the Depositor’s right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to (A) the Mortgage Loans, including the Mortgage Notes, the Mortgages, any related insurance policies and all other documents in the related Mortgage Files, (B) all amounts payable pursuant to the Mortgage Loans in accordance with the terms thereof and (C) any and all general intangibles consisting of, arising from or relating to any of the foregoing, and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all Liquidation Proceeds, all Insurance Proceeds, all amounts from time to time held or invested in the Collection Account, whether in the form of cash, instruments, securities or other property and (2) an assignment by the Depositor of any security interest in any and all of the Depositor’s right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the property described in the foregoing clauses (1)(A) through (C); (iii) the possession by the Trustee of Mortgage Notes, and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party,” or possession by a purchaser or a person designated by such secured party, for purposes of perfecting the security interest pursuant to the UCC (including, without limitation, Section 9-313, 8-313 or 8-321 thereof); and (iv) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Issuer for the purpose of perfecting such security interest under applicable law. (b) The Depositor shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans and the Agentother property of the Trust Fund, from such security interest would be deemed to be a perfected security interest of first priority under applicable law and after will be maintained as such throughout the execution term of this Agreement. Without limiting the generality of the foregoing, the Depositor shall prepare and delivery thereoffile any UCC financing statements that are necessary to perfect the Trustee’s security interest in or lien on the Mortgage Loans, as evidenced by an Officer’s Certificate of the Depositor. The Trustee shall prepare and file, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in or lien on the Mortgage Loans, including (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change of name of the Seller, the Depositor or the Trustee, (B) any change of jurisdiction of organization of the Seller or the Depositor, (C) any transfer of any interest of the Seller or the Depositor in any Mortgage Loan or (D) any change under the relevant UCC or other applicable laws. The Depositor shall not organize under the law of any jurisdiction other than the State under which it is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under an additional jurisdiction) without giving 30 days prior written notice of such action to the Trustee. Before effecting such change, the Depositor shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of the Trustee in the Mortgage Loans. In connection with the transactions contemplated by this Agreement, the Depositor authorizes the Trustee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this Section 2.4(b). (c) The Depositor shall not take any action inconsistent with the sale by the Depositor of all of its right, title and interest as mortgagee in, to and under the Mortgages and its right, title and interest as assignee and secured party under the other Finance Documents (the right, title and interest of the Security Trustee in and to the propertyTrust Fund. In addition, rights and privileges described above, the Depositor shall respond to any inquiries from and after the execution and delivery thereof, and all third parties with respect to ownership of a Mortgage Loan or any other property hereafter specifically subjected to the Security Interest of the indenture created hereby Trust Fund by stating that it is not the owner of such Mortgage Loan and that ownership of such Mortgage Loan or other property of the Trust Fund is held by the Finance Documents by any amendment hereto or thereto are herein collectively called the “Estate”); TO HAVE AND TO HOLD the Estate unto the Security Trustee and its successors and assigns forever, BUT IN TRUST, NEVERTHELESS, for the equal and proportionate benefit and security on behalf of the Lenders, the Agent and their respective successors and assigns without any priority of any one over any other, UPON THE CONDITION that, unless and until an Event of Default under this Agreement shall have occurred and be continuing, the relevant Borrower shall be permitted, to the exclusion of the Security Trustee, to possess and use the Ships. IT IS HEREBY COVENANTED, DECLARED AND AGREED that all property subject or to become subject hereto is to be held, subject to the further covenants, conditions, uses and trusts hereinafter set forth, and each Security Party, for itself and its respective successors and assigns, hereby covenants and agrees to and with the Security Trustee and its successors in said trust, for the equal and proportionate benefit and security of the Lenders and the Agent as hereinafter set forthCertificateholders.