Common use of Recording, Etc Clause in Contracts

Recording, Etc. (a) The Issuer intends the Security Interest granted pursuant to this Indenture in favor of the Indenture Trustee to be prior to all other liens in respect of the Collateral. Subject to Section 2.02, the Issuer will take all actions necessary to maintain a perfected lien on and Security Interest in the Collateral in favor of the Indenture Trustee. (b) The Issuer shall cause each item of the Collateral to be Delivered, and the Indenture Trustee shall hold each item of the Collateral as Delivered, separate and apart from all other property held by the Indenture Trustee. To the extent that such of the Collateral as constitutes a deposit account is maintained with The Bank of New York Mellon, The Bank of New York Mellon hereby makes the agreements required under the UCC in order for such deposit account to be Delivered. Notwithstanding any other provision of this Indenture or any Indenture Supplement, the Indenture Trustee shall not hold any part of the Collateral through an agent or nominee except as expressly permitted by this subsection 2.01(b). (c) The Issuer will from time to time execute, authorize and deliver all such supplements and amendments hereto and all such financing statements, amendments thereto, instruments of further assurance and other instruments, all as prepared by the Issuer, and will take such other action necessary or advisable to: (i) grant the Security Interest more effectively in all or any portion of the Collateral; (ii) maintain or preserve the Security Interest (and the priority thereof) created by this Indenture or carry out more effectively the purposes hereof; (iii) perfect, publish notice of or protect the validity of any grant made or to be made by this Indenture; (iv) enforce the Receivables, any Collateral Certificates, any Derivative Agreements, any Supplemental Credit Enhancement Agreements and any Supplemental Liquidity Agreements and each other instrument or agreement designated for inclusion in the Collateral; (v) preserve and defend title to the Collateral and the rights of the Indenture Trustee in the Collateral against the claims of all persons and parties; or (vi) pay all taxes or assessments levied or assessed upon the Collateral when due. (d) The Issuer will from time to time promptly pay and discharge all UCC recording and filing fees, charges and taxes relating to this Indenture, any amendments hereto and any other instruments of further assurance. (e) Without limiting the generality of subsection 2.01(b) or (c): (i) The Issuer will cause this Indenture, all amendments and supplements hereto and all financing statements and all amendments to such financing statements and any other necessary documents covering the Indenture Trustee’s right, title and interest in and to the Collateral to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Indenture Trustee in and to all property comprising the Collateral. The Issuer will deliver to the Indenture Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Issuer hereby authorizes the filing of financing statements (and amendments of financing statements) that name the Issuer as debtor and the Indenture Trustee as secured party and that cover all personal property of the Issuer. The Issuer also hereby ratifies the filing of any such financing statements (or amendments of financing statements) that were filed prior to the execution hereof. (ii) The Issuer shall not change its name or its type or jurisdiction of organization unless it has first (A) made all filings and taken all actions in all relevant jurisdictions under the applicable UCC and other applicable law as are necessary to continue and maintain the first priority perfected Security Interest of the Indenture Trustee in the Collateral, and (B) delivered to the Indenture Trustee an Opinion of Counsel to the effect that all necessary filings have been made under the applicable UCC in all relevant jurisdictions as are necessary to continue and maintain the first priority perfected Security Interest of the Indenture Trustee in the Collateral. The duty of the Indenture Trustee to execute or authorize any instrument required pursuant to this Section 2.01 will arise only if the Indenture Trustee has actual knowledge of the type described in subsection 7.01(c) of the Indenture of any default of the Issuer in complying with the provisions of this Section 2.01.

Recording, Etc. (a) The Issuer intends the Security Interest granted pursuant to this Indenture Asset Pool One Supplement in favor of the Indenture Trustee Collateral Agent to be prior to all other liens in respect of the Collateral. Subject to Section 2.022.9, the Issuer will take all actions necessary to obtain and maintain a perfected lien on and Security Interest security interest in the Collateral in favor of the Indenture Trustee. (b) The Issuer shall cause each item of the Collateral to be Delivered, and the Indenture Trustee shall hold each item of the Collateral as Delivered, separate and apart from all other property held by the Indenture TrusteeAgent. To the extent that such of the Collateral as constitutes a deposit account is maintained with The Bank of New York Mellon, The Bank of New York Mellon hereby makes the agreements required under the UCC in order for such deposit account to be Delivered. Notwithstanding any other provision of this Indenture or any Indenture Supplement, the Indenture Trustee shall not hold any part of the Collateral through an agent or nominee except as expressly permitted by this subsection 2.01(b). (c) The Issuer will from time to time execute, authorize and deliver all such supplements and amendments hereto and all such financing statements, amendments theretocontinuation statements, instruments of further assurance and other instruments, all as prepared by the Issuer, and will take such other action necessary or advisable to: (i) grant the a Security Interest more effectively in all or any portion of the Collateral; (ii) maintain or preserve the Security Interest (and the priority thereof) created by this Indenture Asset Pool One Supplement or carry out more effectively the purposes hereof; (iii) perfect, publish notice of or protect the validity of any grant made or to be made by this IndentureAsset Pool One Supplement; (iv) enforce each Asset Pool One Collateral Certificate, the Asset Pool One Receivables, any Collateral Certificates, any Derivative Agreements, any Supplemental Credit Enhancement Agreements and any Supplemental Liquidity Agreements and each other instrument or agreement designated for inclusion in the Collateral; (v) preserve and defend title to the Collateral and the rights of the Indenture Trustee Collateral Agent in the Collateral against the claims of all persons and parties; or (vi) pay all taxes or assessments levied or assessed upon the Collateral when due. (db) The Issuer will from time to time promptly pay and discharge all UCC financing and continuation statement recording and and/or filing fees, charges and taxes relating to this Indenture, any amendments hereto thereto and any other instruments of further assurance. The Issuer hereby designates the Servicer its agent and attorney-in-fact to authorize upon the Issuer's failure to do so, any financing statement, continuation statement or other instrument required by the Collateral Agent pursuant to this Section. (ec) Without limiting the generality of subsection 2.01(bclause (a)(ii) or (ca)(iii): (i) The Issuer will cause this IndentureAsset Pool One Supplement, all amendments and supplements hereto and and/or all financing statements and all amendments to such financing continuation statements and any other necessary documents covering the Indenture Trustee’s Collateral Agent's right, title and interest in and to the Collateral to be promptly recorded, registered and filed, and at all times to be kept kept, recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Indenture Trustee Collateral Agent in and to all property comprising the Collateral. The Issuer will deliver to the Indenture Trustee Collateral Agent file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Issuer hereby authorizes the filing of financing statements (and amendments of financing statements) that name the Issuer as debtor and the Indenture Trustee as secured party and that cover all personal property of the Issuer. The Issuer also hereby ratifies the filing of any such financing statements (or amendments of financing statements) that were filed prior to the execution hereof. (ii) The Within 30 days after the Issuer shall not makes any change in its name name, identity or its type corporate structure which would make any financing statement or jurisdiction continuation statement filed in accordance with paragraph (d) seriously misleading within the meaning of organization unless it has first Section 9-506 (Aor any comparable provision) made all filings of the UCC, the Issuer will give the Collateral Agent notice of any such change and taken all actions in all relevant jurisdictions under the applicable UCC and other applicable law will file such financing statements or amendments as are may be necessary to continue and maintain the first priority perfected Security Interest perfection of the Indenture Trustee Collateral Agent's interest in the Collateral. (d) The Issuer will give the Collateral Agent prompt notice of any relocation of its state of location, and (B) delivered to any change in the Indenture Trustee an Opinion jurisdiction of Counsel to the effect that all necessary filings have been made under its organization, and whether, as a result of such relocation or change, the applicable provision of the UCC in all relevant jurisdictions would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and will file such financing statements or amendments as are may be necessary to perfect or to continue and maintain the first priority perfected Security Interest perfection of the Indenture Trustee Collateral Agent's security interest in the Collateral. The Issuer will at all times maintain its chief executive office within the United States. (e) The duty of the Indenture Trustee Collateral Agent to execute or authorize any instrument required pursuant to this Section 2.01 will arise only if the Indenture Trustee Collateral Agent has actual knowledge of the type described in subsection 7.01(cSection 6.01(c) of the Indenture of any default of the Issuer in complying with the provisions of this Section 2.01Section.

Recording, Etc. (a) The Issuer Issuing Entity intends the Security Interest granted pursuant to this Indenture Asset Pool One Supplement in favor of the Indenture Trustee Collateral Agent to be prior to all other liens in respect of the Collateral. Subject to Section 2.022.9, the Issuer Issuing Entity will take all actions necessary to obtain and maintain a perfected lien on and Security Interest security interest in the Collateral in favor of the Indenture Trustee. (b) Collateral Agent. The Issuer shall cause each item of the Collateral to be Delivered, and the Indenture Trustee shall hold each item of the Collateral as Delivered, separate and apart from all other property held by the Indenture Trustee. To the extent that such of the Collateral as constitutes a deposit account is maintained with The Bank of New York Mellon, The Bank of New York Mellon hereby makes the agreements required under the UCC in order for such deposit account to be Delivered. Notwithstanding any other provision of this Indenture or any Indenture Supplement, the Indenture Trustee shall not hold any part of the Collateral through an agent or nominee except as expressly permitted by this subsection 2.01(b). (c) The Issuer Issuing Entity will from time to time execute, authorize and deliver all such supplements and amendments hereto and all such financing statements, amendments theretocontinuation statements, instruments of further assurance and other instruments, all as prepared by the IssuerIssuing Entity, and will take such other action necessary or advisable to: (i) grant the a Security Interest more effectively in all or any portion of the Collateral; (ii) maintain or preserve the Security Interest (and the priority thereof) created by this Indenture Asset Pool One Supplement or carry out more effectively the purposes hereof; (iii) perfect, publish notice of or protect the validity of any grant made or to be made by this IndentureAsset Pool One Supplement; (iv) enforce each Asset Pool One Collateral Certificate, the Asset Pool One Receivables, any Collateral Certificates, any Derivative Agreements, any Supplemental Credit Enhancement Agreements and any Supplemental Liquidity Agreements and each other instrument or agreement designated for inclusion in the Collateral; (v) preserve and defend title to the Collateral and the rights of the Indenture Trustee Collateral Agent in the Collateral against the claims of all persons and parties; or (vi) pay all taxes or assessments levied or assessed upon the Collateral when due. (db) The Issuer Issuing Entity will from time to time promptly pay and discharge all UCC financing and continuation statement recording and and/or filing fees, charges and taxes relating to this IndentureAsset Pool One Supplement, any amendments hereto and any other instruments of further assurance. The Issuing Entity hereby designates the Servicer its agent and attorney-in-fact to authorize upon the Issuing Entity’s failure to do so, any financing statement, continuation statement or other instrument required by the Collateral Agent pursuant to this Section. (ec) Without limiting the generality of subsection 2.01(bclause (a)(ii) or (ca)(iii): (i) The Issuer Issuing Entity will cause this IndentureAsset Pool One Supplement, all amendments and supplements hereto and and/or all financing statements and all amendments to such financing continuation statements and any other necessary documents covering the Indenture TrusteeCollateral Agent’s right, title and interest in and to the Collateral to be promptly recorded, registered and filed, and at all times to be kept kept, recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Indenture Trustee Collateral Agent in and to all property comprising the Collateral. The Issuer Issuing Entity will deliver to the Indenture Trustee Collateral Agent file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Issuer hereby authorizes the filing of financing statements (and amendments of financing statements) that name the Issuer as debtor and the Indenture Trustee as secured party and that cover all personal property of the Issuer. The Issuer also hereby ratifies the filing of any such financing statements (or amendments of financing statements) that were filed prior to the execution hereof. (ii) The Issuer shall not Within 30 days after the Issuing Entity makes any change in its name name, identity or its type corporate structure which would make any financing statement or jurisdiction continuation statement filed in accordance with paragraph (d) below seriously misleading within the meaning of organization unless it has first Section 9-506 (Aor any comparable provision) made all filings of the UCC, the Issuing Entity will give the Collateral Agent notice of any such change and taken all actions in all relevant jurisdictions under the applicable UCC and other applicable law will file such financing statements or amendments as are may be necessary to continue and maintain the first priority perfected Security Interest perfection of the Indenture Trustee Collateral Agent’s interest in the Collateral. (d) The Issuing Entity will give the Collateral Agent prompt notice of any relocation of its state of location, and (B) delivered to any change in the Indenture Trustee an Opinion jurisdiction of Counsel to the effect that all necessary filings have been made under its organization, and whether, as a result of such relocation or change, the applicable provision of the UCC in all relevant jurisdictions would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and will file such financing statements or amendments as are may be necessary to perfect or to continue and maintain the first priority perfected Security Interest perfection of the Indenture Trustee Collateral Agent’s security interest in the Collateral. The Issuing Entity will at all times maintain its chief executive office within the United States. (e) The duty of the Indenture Trustee Collateral Agent to execute or authorize any instrument required pursuant to this Section 2.01 will arise only if the Indenture Trustee Collateral Agent has actual knowledge of the type described in subsection 7.01(c6.01(c) of the Indenture of any default of the Issuer Issuing Entity in complying with the provisions of this Section 2.01Section.

Recording, Etc. (a) The Issuer intends Co-Issuers and the Future Mortgaged Vessel Guarantors shall take or cause to be taken all action necessary or required to perfect, maintain, preserve and protect the Security Interest granted pursuant to this Indenture in favor of the Indenture Trustee to be prior to all other liens in respect of the Collateral. Subject to Section 2.02, the Issuer will take all actions necessary to maintain a perfected lien on and Security Interest Interests in the Collateral in favor of the Indenture Trustee. (b) The Issuer shall cause each item of the Collateral to be Delivered, and the Indenture Trustee shall hold each item of the Collateral as Delivered, separate and apart from all other property held granted by the Indenture Trustee. To the extent that such of the Collateral as constitutes a deposit account is maintained with The Bank of New York MellonSecurity Documents, The Bank of New York Mellon hereby makes the agreements required under the UCC in order for such deposit account to be Delivered. Notwithstanding any other provision of this Indenture or any Indenture Supplementincluding, the Indenture Trustee shall but not hold any part of the Collateral through an agent or nominee except as expressly permitted by this subsection 2.01(b). (c) The Issuer will from time to time executelimited to, authorize and deliver causing all such supplements and amendments hereto and all such financing statements, amendments theretoShip Mortgages, instruments of further assurance and other instruments, all as prepared by the Issuer, and will take such other action necessary or advisable to: (i) grant the Security Interest more effectively in all or any portion of the Collateral; (ii) maintain or preserve the Security Interest (and the priority thereof) created by this Indenture or carry out more effectively the purposes hereof; (iii) perfect, publish notice of or protect the validity of any grant made or to be made by this Indenture; (iv) enforce the Receivables, any Collateral Certificates, any Derivative Agreements, any Supplemental Credit Enhancement Agreements and any Supplemental Liquidity Agreements and each other instrument or agreement designated for inclusion in the Collateral; (v) preserve and defend title to the Collateral and the rights of the Indenture Trustee in the Collateral against the claims of all persons and parties; or (vi) pay all taxes or assessments levied or assessed upon the Collateral when due. (d) The Issuer will from time to time promptly pay and discharge all UCC recording and filing fees, charges and taxes relating to this Indenture, any amendments hereto and any other instruments of further assurance. (e) Without limiting the generality of subsection 2.01(b) or (c): (i) The Issuer will cause this Indenture, all amendments and supplements hereto and all financing including, without limitation, continuation statements and all amendments to such financing statements and any other necessary documents covering the Indenture Trustee’s right, title and interest security interests in and to the Collateral personal property to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, and shall execute and file such financing statements and cause to be issued and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest rights of the Holders, the Trustee and the Collateral Trustee under this Indenture Trustee in and the Security Documents to all property comprising the Collateral. The Issuer will deliver Co-Issuers and the Future Mortgaged Vessel Guarantors shall from time to time promptly pay and discharge all mortgage and financing and continuation statement recording and/or filing fees, charges and taxes relating to this Indenture and the Indenture Trustee file-stamped copies of, or filing receipts forSecurity Documents, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Issuer hereby authorizes the filing amendments thereto and any other instruments of financing statements (and amendments of financing statements) that name the Issuer as debtor and the Indenture Trustee as secured party and that cover all personal property of the Issuer. The Issuer also hereby ratifies the filing of any such financing statements (or amendments of financing statements) that were filed prior to the execution hereoffurther assurance. (iib) The Issuer Co-Issuers shall not change its name or its type or jurisdiction of organization unless it has first (A) made all filings and taken all actions in all relevant jurisdictions under the applicable UCC and other applicable law as are necessary to continue and maintain the first priority perfected Security Interest of the Indenture Trustee in the Collateral, and (B) delivered furnish to the Indenture Trustee an Opinion and Collateral Trustee at the time of execution and delivery of this Indenture, Opinion(s) of Counsel to the effect that that, in the opinion of such counsel, this Indenture and the grant of a Security Interest in the Collateral intended to be made by each Security Document and all necessary filings other instruments of further assurance or assignment have been made under properly recorded and filed to the applicable UCC in all relevant jurisdictions as are extent necessary to continue perfect the Security Interests created by each such Security Document and maintain reciting the first priority perfected Security Interest details of the Indenture Trustee in the Collateral. The duty of the Indenture Trustee to execute or authorize any instrument required pursuant to this Section 2.01 will arise only if the Indenture Trustee has actual knowledge of the type described in subsection 7.01(c) of the Indenture of any default of the Issuer in complying with the provisions of this Section 2.01such action.

Recording, Etc. (a) The Issuer intends the Security Interest granted pursuant to this Indenture in favor of the Indenture Trustee to be prior to all other liens in respect of the Collateral. Subject to Section 2.02, the Issuer will take all actions necessary to maintain a perfected lien on and Security Interest in the Collateral in favor of the Indenture Trustee. (b) The Issuer shall cause each item of the Collateral to be Delivered, and the Indenture Trustee shall hold each item of the Collateral as Delivered, separate and apart from all other property held by the Indenture Trustee. To the extent that such of the Collateral as constitutes a deposit account or a securities account is maintained with The U.S. Bank of New York MellonNational Association, The U.S. Bank of New York Mellon National Association hereby makes the agreements required under the UCC in order for such deposit account or securities account to be Delivered. Notwithstanding any other provision of this Indenture or any Indenture Supplement, the Indenture Trustee shall not hold any part of the Collateral through an agent or nominee except as expressly permitted by this subsection Section 2.01(b). (c) The Issuer will from time to time execute, authorize and deliver all such supplements and amendments hereto and all such financing statements, amendments thereto, instruments of further assurance and other instruments, all as prepared by the Issuer, and will take such other action necessary or advisable to: (i) grant the Security Interest more effectively in all or any portion of the Collateral; (ii) maintain or preserve the Security Interest (and the priority thereof) created by this Indenture or carry out more effectively the purposes hereof; (iii) perfect, publish notice of or protect the validity of any grant made or to be made by this Indenture; (iv) enforce the Receivables, any Collateral Certificates, any Derivative Agreements, any Supplemental Credit Enhancement Agreements and any Supplemental Liquidity Agreements and each other instrument or agreement designated for inclusion in the Collateral; (v) preserve and defend title to the Collateral and the rights of the Indenture Trustee in the Collateral against the claims of all persons and parties; or (vi) pay all taxes or assessments levied or assessed upon the Collateral when due. (d) The Issuer will from time to time promptly pay and discharge all UCC recording and filing fees, charges and taxes relating to this Indenture, any amendments hereto and any other instruments of further assurance. (e) Without limiting the generality of subsection Section 2.01(b) or (c): (i) The Issuer will cause this Indenture, all amendments and supplements hereto and all financing statements and all amendments to such financing statements and any other necessary documents covering the Indenture Trustee’s right, title and interest in and to the Collateral to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Indenture Trustee in and to all property comprising the Collateral. The Issuer will deliver to the Indenture Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Issuer hereby authorizes the filing of financing statements (and amendments of financing statements) that name the Issuer as debtor and the Indenture Trustee as secured party and that cover all personal property of the Issuer. The Issuer also hereby ratifies the filing of any such financing statements (or amendments of financing statements) that were filed prior to the execution hereof. (ii) The Issuer shall not change its name or its type or jurisdiction of organization unless it has first (A) made all filings and taken all actions in all relevant jurisdictions under the applicable UCC and other applicable law as are necessary to continue and maintain the first priority perfected Security Interest of the Indenture Trustee in the Collateral, and (B) delivered to the Indenture Trustee an Opinion of Counsel to the effect that all necessary filings have been made under the applicable UCC in all relevant jurisdictions as are necessary to continue and maintain the first priority perfected Security Interest of the Indenture Trustee in the Collateral. The duty of the Indenture Trustee to execute or authorize any instrument required pursuant to this Section 2.01 will arise only if the Indenture Trustee has actual knowledge of the type described in subsection Section 7.01(c) of the Indenture of any default of the Issuer in complying with the provisions of this Section 2.01.

Recording, Etc. (a) The Issuer intends the Security Interest granted pursuant to this Indenture in favor of the Indenture Trustee to be prior to all other liens in respect of the Collateral. Subject to Section 2.0213.03, the Issuer will shall take all actions necessary to obtain and maintain a perfected lien on and Security Interest security interest in the Collateral in favor of the Indenture Trustee. (b) . The Issuer shall cause each item of the Collateral to be Delivered, and the Indenture Trustee shall hold each item of the Collateral as Delivered, separate and apart from all other property held by the Indenture Trustee. To the extent that such of the Collateral as constitutes a deposit account is maintained with The Bank of New York Mellon, The Bank of New York Mellon hereby makes the agreements required under the UCC in order for such deposit account to be Delivered. Notwithstanding any other provision of this Indenture or any Indenture Supplement, the Indenture Trustee shall not hold any part of the Collateral through an agent or nominee except as expressly permitted by this subsection 2.01(b). (c) The Issuer will from time to time execute, authorize execute and deliver all such supplements and amendments hereto and all such financing statements, amendments theretocontinuation statements, instruments of further assurance and other instruments, all as prepared by the Issuer, and will shall take such other action necessary or advisable to: (i) grant the a Security Interest more effectively in all or any portion of the Collateral; (ii) maintain or preserve the Security Interest (and the priority thereof) created by this Indenture or carry out more effectively the purposes hereof; (iii) perfect, publish notice of or protect the validity of any grant made or to be made by this Indenture; (iv) enforce the ReceivablesCollateral Certificate, any Collateral Certificates, any the Derivative Agreements, any Supplemental Credit Enhancement Agreements and any Supplemental Liquidity Agreements and each other instrument or agreement designated for inclusion included in the Collateral; (v) preserve and defend title to the Collateral and the rights of the Indenture Trustee in the such Collateral against the claims of all persons and parties; or (vi) pay all taxes or assessments levied or assessed upon the Collateral when due. (db) The Issuer will shall from time to time promptly pay and discharge all UCC financing and continuation statement recording and and/or filing fees, charges and taxes relating to this Indenture, any amendments hereto thereto and any other instruments of further assurance. The Issuer hereby designates the Indenture Trustee its agent and attorney-in-fact to execute upon the Issuer’s failure to do so, any financing statement, continuation statement or other instrument required by the Indenture Trustee pursuant to this Section. (ec) Without limiting the generality of subsection 2.01(bclauses (a)(ii) or (ca)(iii): (i) The Issuer will shall cause this Indenture, all amendments and supplements hereto and and/or all financing statements and all amendments to such financing continuation statements and any other necessary documents covering the Indenture Trustee’s right, title and interest in and to the Collateral to be promptly recorded, registered and filed, and at all times to be kept kept, recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Indenture Trustee in and to all property comprising the Collateral. The Issuer will shall deliver to the Indenture Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Issuer hereby authorizes the filing of financing statements (and amendments of financing statements) that name the Issuer as debtor and the Indenture Trustee as secured party and that cover all personal property of the Issuer. The Issuer also hereby ratifies the filing of any such financing statements (or amendments of financing statements) that were filed prior to the execution hereof. (ii) Within 30 days after the Issuer makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with paragraph (d)(i) seriously misleading within the meaning of Section 9-402(7) (or any comparable provision) of the UCC, the Issuer shall give the Indenture Trustee notice of any such change and shall file such financing statements or amendments as may be necessary to continue the perfection of the Indenture Trustee’s security interest in the Collateral. (d) The Issuer shall not give the Indenture Trustee prompt notice of any relocation of its chief executive office, place of business or State of location, and any change its name or its type or in the jurisdiction of organization unless it has first (A) made all filings its organization, and taken all actions in all relevant jurisdictions under whether, as a result of such relocation or change, the applicable provision of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and other applicable law shall file such financing statements or amendments as are may be necessary to perfect or to continue and maintain the first priority perfected Security Interest perfection of the Indenture Trustee in the Collateral, and (B) delivered to the Indenture Trustee an Opinion of Counsel to the effect that all necessary filings have been made under the applicable UCC in all relevant jurisdictions as are necessary to continue and maintain the first priority perfected Security Interest of the Indenture Trustee Trustee’s security interest in the Collateral. The Issuer shall at all times maintain its chief executive office within the United States. (e) The duty of the Indenture Trustee to execute or authorize any instrument required pursuant to this Section 2.01 will shall arise only if the Indenture Trustee has actual knowledge of the type described in subsection Section 7.01(c) of the Indenture of any default of the Issuer in complying with the provisions of this Section 2.01Section.

Recording, Etc. (a) The Issuer intends the Security Interest granted pursuant to this Indenture in favor of the Indenture Trustee to be prior to all other liens in respect of the Collateral. Subject to Section 2.021303, the Issuer will take all actions necessary to obtain and maintain a perfected lien on and Security Interest security interest in the Collateral in favor of the Indenture Trustee. (b) The Issuer shall cause each item of the Collateral to be Delivered, and the Indenture Trustee shall hold each item of the Collateral as Delivered, separate and apart from all other property held by the Indenture Trustee. To the extent that such of the Collateral as constitutes a deposit account is maintained with The Bank of New York Mellon, The Bank of New York Mellon hereby makes the agreements required under the UCC in order for such deposit account to be Delivered. Notwithstanding any other provision of this Indenture or any Indenture Supplement, the Indenture Trustee shall not hold any part of the Collateral through an agent or nominee except as expressly permitted by this subsection 2.01(b). (c) The Issuer will from time to time execute, authorize and deliver all such supplements and amendments hereto and all such financing statements, amendments thereto, instruments of further assurance and other instruments, all as prepared by the Issuer, and will take such other action necessary or advisable to: (i) grant the a Security Interest more effectively in all or any portion of the Collateral; (ii) maintain or preserve the Security Interest (and the priority thereof) created by this Indenture or carry out more effectively the purposes hereof; (iii) perfect, publish notice of or protect the validity of any grant made or to be made by this Indenture; (iv) enforce the Receivables, any Collateral Certificates, any Derivative AgreementsCertificate, any Supplemental Credit Enhancement Agreements and any Supplemental Liquidity Agreements and each other instrument or agreement designated for inclusion included in the Collateral; (v) preserve and defend title to the Collateral and the rights of the Indenture Trustee in the such Collateral against the claims of all persons and parties; or (vi) pay all taxes or assessments levied or assessed upon the Collateral when due. (db) The Issuer will from time to time promptly pay and discharge all UCC recording and filing fees, charges and taxes relating to this Indenture, any amendments hereto thereto and any other instruments of further assurance. (ec) Without limiting the generality of subsection 2.01(bclauses (a)(ii) or (ca)(iii): (i) The Issuer will cause this Indenture, all amendments and supplements hereto and all financing statements and all amendments to such financing statements thereto and any other necessary documents covering the Indenture Trustee’s 's right, title and interest in and to the Collateral to be promptly recorded, registered and filed, and at all times to be kept kept, recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Indenture Trustee in and to all property comprising the Collateral. The Issuer will deliver to the Indenture Trustee file-file- stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Issuer hereby authorizes the filing of financing statements (and amendments of financing statements) that name the Issuer as debtor and the Indenture Trustee as secured party and that cover all personal property of the Issuer. The Issuer also hereby ratifies the filing of any such financing statements (or amendments of financing statements) that were filed prior to the execution hereof. (ii) The Within 30 days after the Issuer shall not makes any change in its name name, identity or its type corporate structure which would make any financing statement or jurisdiction continuation statement filed in accordance with paragraph (c)(i) seriously misleading within the meaning of organization unless it has first Section 9-506(b) (Aor any comparable provision) made all filings of the UCC, the Issuer will give the Indenture Trustee notice of any such change and taken all actions in all relevant jurisdictions under the applicable UCC and other applicable law will file such financing statements or amendments as are may be necessary to continue and maintain the first priority perfected Security Interest perfection of the Indenture Trustee Trustee's security in the Collateral, and . (Bd) delivered to The Issuer will give the Indenture Trustee an Opinion prompt notice of Counsel to any relocation of its chief executive office, place of business or State of location, and any change in the effect that all necessary filings have been made under jurisdiction of its organization, and whether, as a result of such relocation or change, the applicable provision of the UCC in all relevant jurisdictions would require the filing of any amendment of any previously filed financing statement or of any new financing statement and will file such financing statements or amendments as are may be necessary to perfect or to continue and maintain the first priority perfected Security Interest perfection of the Indenture Trustee Trustee's security interest in the Collateral. The Issuer will at all times maintain its jurisdiction of organization within the United States. (e) The duty of the Indenture Trustee to execute or authorize any instrument required pursuant to this Section 2.01 will arise only if the Indenture Trustee has actual knowledge of the type described in subsection 7.01(cSection 701(c) of the Indenture of any default of the Issuer in complying with the provisions of this Section 2.01Section.

Recording, Etc. (a) The Issuer Issuing Entity intends the Security Interest granted pursuant to this Indenture Asset Pool One Supplement in favor of the Indenture Trustee Collateral Agent to be prior to all other liens in respect of the Collateral. Subject to Section 2.022.9, the Issuer Issuing Entity will take all actions necessary to obtain and maintain a perfected lien on and Security Interest security interest in the Collateral in favor of the Indenture Trustee. (b) Collateral Agent. The Issuer shall cause each item of the Collateral to be Delivered, and the Indenture Trustee shall hold each item of the Collateral as Delivered, separate and apart from all other property held by the Indenture Trustee. To the extent that such of the Collateral as constitutes a deposit account is maintained with The Bank of New York Mellon, The Bank of New York Mellon hereby makes the agreements required under the UCC in order for such deposit account to be Delivered. Notwithstanding any other provision of this Indenture or any Indenture Supplement, the Indenture Trustee shall not hold any part of the Collateral through an agent or nominee except as expressly permitted by this subsection 2.01(b). (c) The Issuer Issuing Entity will from time to time execute, authorize and deliver all such supplements and amendments hereto and all such financing statements, amendments theretocontinuation statements, instruments of further assurance and other instruments, all as prepared by the IssuerIssuing Entity, and will take such other action necessary or advisable to: (i) grant the a Security Interest more effectively in all or any portion of the Collateral; (ii) maintain or preserve the Security Interest (and the priority thereof) created by this Indenture Asset Pool One Supplement or carry out more effectively the purposes hereof; (iii) perfect, publish notice of or protect the validity of any grant made or to be made by this IndentureAsset Pool One Supplement; (iv) enforce each Asset Pool One Collateral Certificate, the Asset Pool One Receivables, any Collateral Certificates, any Derivative Agreements, any Supplemental Credit Enhancement Agreements and any Supplemental Liquidity Agreements and each other instrument or agreement designated for inclusion in the Collateral; (v) preserve and defend title to the Collateral and the rights of the Indenture Trustee Collateral Agent in the Collateral against the claims of all persons and parties; or (vi) pay all taxes or assessments levied or assessed upon the Collateral when due. (db) The Issuer Issuing Entity will from time to time promptly pay and discharge all UCC financing and continuation statement recording and and/or filing fees, charges and taxes relating to this IndentureAsset Pool One Supplement, any amendments hereto and any other instruments of further assurance. The Issuing Entity hereby designates the Servicer its agent and attorney-in- fact to authorize upon the Issuing Entity’s failure to do so, any financing statement, continuation statement or other instrument required by the Collateral Agent pursuant to this Section. (ec) Without limiting the generality of subsection 2.01(bclause (a)(ii) or (ca)(iii): (i) The Issuer Issuing Entity will cause this IndentureAsset Pool One Supplement, all amendments and supplements hereto and and/or all financing statements and all amendments to such financing continuation statements and any other necessary documents covering the Indenture TrusteeCollateral Agent’s right, title and interest in and to the Collateral to be promptly recorded, registered and filed, and at all times to be kept kept, recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Indenture Trustee Collateral Agent in and to all property comprising the Collateral. The Issuer Issuing Entity will deliver to the Indenture Trustee Collateral Agent file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Issuer hereby authorizes the filing of financing statements (and amendments of financing statements) that name the Issuer as debtor and the Indenture Trustee as secured party and that cover all personal property of the Issuer. The Issuer also hereby ratifies the filing of any such financing statements (or amendments of financing statements) that were filed prior to the execution hereof. (ii) The Issuer shall not Within 30 days after the Issuing Entity makes any change in its name name, identity or its type corporate structure which would make any financing statement or jurisdiction continuation statement filed in accordance with paragraph (d) below seriously misleading within the meaning of organization unless it has first Section 9-506 (Aor any comparable provision) made all filings of the UCC, the Issuing Entity will give the Collateral Agent notice of any such change and taken all actions in all relevant jurisdictions under the applicable UCC and other applicable law will file such financing statements or amendments as are may be necessary to continue and maintain the first priority perfected Security Interest perfection of the Indenture Trustee Collateral Agent’s interest in the Collateral. (d) The Issuing Entity will give the Collateral Agent prompt notice of any relocation of its state of location, and (B) delivered to any change in the Indenture Trustee an Opinion jurisdiction of Counsel to the effect that all necessary filings have been made under its organization, and whether, as a result of such relocation or change, the applicable provision of the UCC in all relevant jurisdictions would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and will file such financing statements or amendments as are may be necessary to perfect or to continue and maintain the first priority perfected Security Interest perfection of the Indenture Trustee Collateral Agent’s security interest in the Collateral. The Issuing Entity will at all times maintain its chief executive office within the United States. (e) The duty of the Indenture Trustee Collateral Agent to execute or authorize any instrument required pursuant to this Section 2.01 will arise only if the Indenture Trustee Collateral Agent has actual knowledge of the type described in subsection 7.01(c6.01(c) of the Indenture of any default of the Issuer Issuing Entity in complying with the provisions of this Section 2.01Section.

Recording, Etc. (a) The Issuer intends the Security Interest granted pursuant to this Indenture in favor of the Indenture Trustee to be prior to all other liens in respect of the Collateral. Subject to Section 2.02, the Issuer will take all actions necessary to maintain a perfected lien on and Security Interest in the Collateral in favor of the Indenture Trustee. (b) The Issuer shall cause each item of the Collateral to be Delivered, and the Indenture Trustee shall hold each item of the Collateral as Delivered, separate and apart from all other property held by the Indenture Trustee. To the extent that such of the Collateral as constitutes a deposit account is maintained with The Bank of New York MellonYork, The Bank of New York Mellon hereby makes the agreements required under the UCC in order for such deposit account to be Delivered. Notwithstanding any other provision of this Indenture or any Indenture Supplement, the Indenture Trustee shall not hold any part of the Collateral through an agent or nominee except as expressly permitted by this subsection 2.01(b). (c) The Issuer will from time to time execute, authorize and deliver all such supplements and amendments hereto and all such financing statements, amendments thereto, instruments of further assurance and other instruments, all as prepared by the Issuer, and will take such other action necessary or advisable to: (i) grant the Security Interest more effectively in all or any portion of the Collateral; (ii) maintain or preserve the Security Interest (and the priority thereof) created by this Indenture or carry out more effectively the purposes hereof; (iii) perfect, publish notice of or protect the validity of any grant made or to be made by this Indenture; (iv) enforce the Receivables, any Collateral Certificates, any Derivative Agreements, any Supplemental Credit Enhancement Agreements and any Supplemental Liquidity Agreements and each other instrument or agreement designated for inclusion in the Collateral; (v) preserve and defend title to the Collateral and the rights of the Indenture Trustee in the Collateral against the claims of all persons and parties; or (vi) pay all taxes or assessments levied or assessed upon the Collateral when due. (d) The Issuer will from time to time promptly pay and discharge all UCC recording and filing fees, charges and taxes relating to this Indenture, any amendments hereto and any other instruments of further assurance. (e) Without limiting the generality of subsection 2.01(bclause (a)(ii) or (ca)(iii): (i) The Issuer will cause this Indenture, all amendments and supplements hereto and all financing statements and all amendments to such financing statements and any other necessary documents covering the Indenture Trustee’s 's right, title and interest in and to the Collateral to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Indenture Trustee in and to all property comprising the Collateral. The Issuer will deliver to the Indenture Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Issuer hereby authorizes the filing of financing statements (and amendments of financing statements) that name the Issuer as debtor and the Indenture Trustee as secured party and that cover all personal property of the Issuer. The Issuer also hereby ratifies the filing of any such financing statements (or amendments of financing statements) that were filed prior to the execution hereof. (ii) The Issuer shall not change its name or its type or jurisdiction of organization unless it has first (A) made all filings and taken all actions in all relevant jurisdictions under the applicable UCC and other applicable law as are necessary to continue and maintain the first priority perfected Security Interest of the Indenture Trustee in the Collateral, and (B) delivered to the Indenture Trustee an Opinion of Counsel to the effect that all necessary filings have been made under the applicable UCC in all relevant jurisdictions as are necessary to continue and maintain the first priority perfected Security Interest of the Indenture Trustee in the Collateral. The duty of the Indenture Trustee to execute or authorize any instrument required pursuant to this Section 2.01 will arise only if the Indenture Trustee has actual knowledge of the type described in subsection 7.01(c) of the Indenture of any default of the Issuer in complying with the provisions of this Section 2.01.

Recording, Etc. (a) The Issuer intends Co-Issuers and the Mortgaged Vessel Guarantors shall take or cause to be taken all action necessary or required to perfect, maintain, preserve and protect the Security Interest Interests in the Collateral granted pursuant to this Indenture in favor by the Security Documents, including, but not limited to, causing all financing statements (it being understood that (x) as of the Indenture Trustee Issue Date, no financing statements are necessary or required to be prior filed in any state of the United States or the District of Columbia to all other liens perfect the Security Interests in the Collateral (as in existence on the Issue Date) granted by the Security Documents and (y) certain financing statements in respect of the Collateral. Subject to Section 2.02, the Issuer will take all actions necessary to maintain a perfected lien on and Security Interest Interests in the Collateral in favor of the Indenture Trustee. (b) The Issuer shall cause each item of the Collateral to be Delivered, and the Indenture Trustee shall hold each item of the Collateral as Delivered, separate and apart from all other property held granted by the Indenture Trustee. To Security Documents are being filed on or about the extent that such Issue Date in the District of the Collateral Columbia solely as constitutes a deposit account is maintained with The Bank of New York Mellonprecautionary filings), The Bank of New York Mellon hereby makes the agreements required under the UCC in order for such deposit account to be Delivered. Notwithstanding any other provision of this Indenture or any Indenture SupplementShip Mortgages, the Indenture Trustee shall not hold any part of the Collateral through an agent or nominee except as expressly permitted by this subsection 2.01(b). (c) The Issuer will from time to time execute, authorize and deliver all such supplements and amendments hereto and all such financing statements, amendments thereto, instruments of further assurance and other instruments, all as prepared by the Issuer, and will take such other action necessary or advisable to: (i) grant the Security Interest more effectively in all or any portion of the Collateral; (ii) maintain or preserve the Security Interest (and the priority thereof) created by this Indenture or carry out more effectively the purposes hereof; (iii) perfect, publish notice of or protect the validity of any grant made or to be made by this Indenture; (iv) enforce the Receivables, any Collateral Certificates, any Derivative Agreements, any Supplemental Credit Enhancement Agreements and any Supplemental Liquidity Agreements and each other instrument or agreement designated for inclusion in the Collateral; (v) preserve and defend title to the Collateral and the rights of the Indenture Trustee in the Collateral against the claims of all persons and parties; or (vi) pay all taxes or assessments levied or assessed upon the Collateral when due. (d) The Issuer will from time to time promptly pay and discharge all UCC recording and filing fees, charges and taxes relating to this Indenture, any amendments hereto and any other instruments of further assurance. (e) Without limiting the generality of subsection 2.01(b) or (c): (i) The Issuer will cause this Indenture, all amendments and supplements hereto and all financing including, without limitation, continuation statements and all amendments to such financing statements and any other necessary documents covering the Indenture Trustee’s right, title and interest security interests in and to the Collateral personal property to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, and shall execute and file such financing statements and cause to be issued and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest rights of the Holders, the Trustee and the Collateral Trustee under this Indenture Trustee in and the Security Documents to all property comprising the Collateral. The Issuer will deliver Co-Issuers and the Mortgaged Vessel Guarantors shall from time to time promptly pay and discharge all mortgage and financing and continuation statement recording and/or filing fees, charges and taxes relating to this Indenture and the Indenture Trustee file-stamped copies of, or filing receipts forSecurity Documents, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Issuer hereby authorizes the filing amendments thereto and any other instruments of financing statements (and amendments of financing statements) that name the Issuer as debtor and the Indenture Trustee as secured party and that cover all personal property of the Issuer. The Issuer also hereby ratifies the filing of any such financing statements (or amendments of financing statements) that were filed prior to the execution hereoffurther assurance. (iib) The Issuer Co-Issuers shall not change its name or its type or jurisdiction of organization unless it has first (A) made all filings and taken all actions in all relevant jurisdictions under the applicable UCC and other applicable law as are necessary to continue and maintain the first priority perfected Security Interest of the Indenture Trustee in the Collateral, and (B) delivered furnish to the Indenture Trustee an Opinion and Collateral Trustee at the time of execution and delivery of this Indenture, Opinion(s) of Counsel to the effect that that, in the opinion of such counsel, this Indenture and the grant of a Security Interest in the Collateral intended to be made by each Security Document and all necessary filings other instruments of further assurance or assignment have been made under properly recorded and filed to the applicable UCC in all relevant jurisdictions as are extent necessary to continue perfect the Security Interests created by each such Security Document and maintain reciting the first priority perfected Security Interest details of the Indenture Trustee in the Collateral. The duty of the Indenture Trustee to execute or authorize any instrument required pursuant to this Section 2.01 will arise only if the Indenture Trustee has actual knowledge of the type described in subsection 7.01(c) of the Indenture of any default of the Issuer in complying with the provisions of this Section 2.01such action.

Recording, Etc. (a) The Issuer Issuing Entity intends the Security Interest granted pursuant to this Indenture in favor of the Indenture Trustee to be prior to all other liens in respect of the Collateral. Subject to Section 2.0213.03, the Issuer Issuing Entity will take all actions necessary to obtain and maintain a perfected lien on and Security Interest security interest in the Collateral in favor of the Indenture Trustee. (b) . The Issuer shall cause each item of the Collateral to be Delivered, and the Indenture Trustee shall hold each item of the Collateral as Delivered, separate and apart from all other property held by the Indenture Trustee. To the extent that such of the Collateral as constitutes a deposit account is maintained with The Bank of New York Mellon, The Bank of New York Mellon hereby makes the agreements required under the UCC in order for such deposit account to be Delivered. Notwithstanding any other provision of this Indenture or any Indenture Supplement, the Indenture Trustee shall not hold any part of the Collateral through an agent or nominee except as expressly permitted by this subsection 2.01(b). (c) The Issuer Issuing Entity will from time to time execute, authorize execute and deliver all such supplements and amendments hereto and all such financing statements, amendments theretocontinuation statements, instruments of further assurance and other instruments, all as prepared by the IssuerIssuing Entity, and will take such other action necessary or advisable to: (i) grant the a Security Interest more effectively in all or any portion of the Collateral; (ii) maintain or preserve the Security Interest (and the priority thereof) created by this Indenture or carry out more effectively the purposes hereof; (iii) perfect, publish notice of or protect the validity of any grant made or to be made by this Indenture; (iv) enforce the Receivables2011 Collateral Certificate and the Dealer Notes, any Collateral Certificates, any Derivative Agreements, any Supplemental Credit the Enhancement Agreements and any Supplemental Liquidity Agreements and each other instrument or agreement designated for inclusion included in the Collateral; (v) preserve and defend title to the Collateral and the rights of the Indenture Trustee in the such Collateral against the claims of all persons and parties; or (vi) pay all taxes or assessments levied or assessed upon the Collateral when due. (db) The Issuer Issuing Entity will from time to time promptly pay and discharge all UCC financing and continuation statement recording and and/or filing fees, charges and taxes relating to this Indenture, any amendments hereto thereto and any other instruments of further assurance. The Issuing Entity hereby designates the Indenture Trustee its agent and attorney-in-fact to execute upon the Issuing Entity’s failure to do so, any financing statement, continuation statement or other instrument required by the Indenture Trustee pursuant to this Section. (ec) Without limiting the generality of subsection 2.01(bclause (a)(ii) or (ca)(iii): (i) The Issuer Issuing Entity will cause this Indenture, all amendments and supplements hereto and and/or all financing statements and all amendments to such financing continuation statements and any other necessary documents covering the Indenture Trustee’s right, title and interest in and to the Collateral to be promptly recorded, registered and filed, and at all times to be kept kept, recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Indenture Trustee in and to all property comprising the Collateral. The Issuer Issuing Entity will deliver to the Indenture Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Issuer hereby authorizes the filing of financing statements (and amendments of financing statements) that name the Issuer as debtor and the Indenture Trustee as secured party and that cover all personal property of the Issuer. The Issuer also hereby ratifies the filing of any such financing statements (or amendments of financing statements) that were filed prior to the execution hereof. (ii) The Issuer shall not Within 30 days after the Issuing Entity makes any change in its name name, identity or its type corporate structure which would make any financing statement or jurisdiction continuation statement filed in accordance with paragraph (c)(i) seriously misleading within the meaning of organization unless it has first Section 9-506 (Aor any comparable provision) made all filings of the UCC, the Issuing Entity will give the Indenture Trustee notice of any such change and taken all actions in all relevant jurisdictions under the applicable UCC and other applicable law will file such financing statements or amendments as are may be necessary to continue and maintain the first priority perfected Security Interest perfection of the Indenture Trustee Trustee’s security interest in the Collateral, and . (Bd) delivered to The Issuing Entity will give the Indenture Trustee an Opinion prompt notice of Counsel to any relocation of its chief executive office, place of business or State of location, and any change in the effect that all necessary filings have been made under jurisdiction of its organization, and whether, as a result of such relocation or change, the applicable provision of the UCC in all relevant jurisdictions would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and will file such financing statements or amendments as are may be necessary to perfect or to continue and maintain the first priority perfected Security Interest perfection of the Indenture Trustee Trustee’s security interest in the Collateral. The Issuing Entity will at all times maintain its chief executive office within the United States. (e) The duty of the Indenture Trustee to execute or authorize any instrument required pursuant to this Section 2.01 will arise only if the Indenture Trustee has actual knowledge of the type described in subsection Section 7.01(c) of the Indenture of any default of the Issuer Issuing Entity in complying with the provisions of this Section 2.01Section.

Recording, Etc. (a) The Issuer intends and the Mortgaged Guarantors shall take or cause to be taken, within the time period permitted in this Indenture or the Security Interest granted pursuant Documents, all action reasonably necessary or required to this Indenture in favor of perfect, maintain, preserve and protect the Indenture Trustee to be prior to all other liens in respect of the Collateral. Subject to Section 2.02, the Issuer will take all actions necessary to maintain a perfected lien on and Security Interest Interests in the Collateral in favor granted by the Security Documents, including, but not limited to, causing all financing statements (it being understood that, as of the Indenture Trustee. (b) The Issuer shall cause each item Issue Date, no financing statements are necessary or required to be filed in any state of the Collateral United States or the District of Columbia to be Delivered, and the Indenture Trustee shall hold each item of the Collateral as Delivered, separate and apart from all other property held by the Indenture Trustee. To the extent that such of the Collateral as constitutes a deposit account is maintained with The Bank of New York Mellon, The Bank of New York Mellon hereby makes the agreements required under the UCC in order for such deposit account to be Delivered. Notwithstanding any other provision of this Indenture or any Indenture Supplement, the Indenture Trustee shall not hold any part of the Collateral through an agent or nominee except as expressly permitted by this subsection 2.01(b). (c) The Issuer will from time to time execute, authorize and deliver all such supplements and amendments hereto and all such financing statements, amendments thereto, instruments of further assurance and other instruments, all as prepared by the Issuer, and will take such other action necessary or advisable to: (i) grant perfect the Security Interest more effectively in all or any portion of the Collateral; (ii) maintain or preserve the Security Interest (and the priority thereof) created by this Indenture or carry out more effectively the purposes hereof; (iii) perfect, publish notice of or protect the validity of any grant made or to be made by this Indenture; (iv) enforce the Receivables, any Collateral Certificates, any Derivative Agreements, any Supplemental Credit Enhancement Agreements and any Supplemental Liquidity Agreements and each other instrument or agreement designated for inclusion in the Collateral; (v) preserve and defend title to the Collateral and the rights of the Indenture Trustee Interests in the Collateral against (as in existence on the claims of all persons Issue Date) granted by the Security Documents), Ship Mortgages, Security Agreements and parties; or (vi) pay all taxes or assessments levied or assessed upon the Collateral when due. (d) The Issuer will from time to time promptly pay and discharge all UCC recording and filing fees, charges and taxes relating to this Indenture, any amendments hereto and any other instruments of further assurance. (e) Without limiting the generality of subsection 2.01(b) or (c): (i) The Issuer will cause this Indenture, all amendments and supplements hereto and all financing including, without limitation, continuation statements and all amendments to such financing statements and any other necessary documents covering the Indenture Trustee’s right, title and interest security interests in and to the Collateral personal property to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, and shall execute and file such financing statements and cause to be issued and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest rights of the Holders, the Trustee and the Security Agent under this Indenture Trustee in and the Security Documents to all property comprising the Collateral. The Issuer will deliver and the Mortgaged Guarantors shall from time to time, within the time period permitted in this Indenture Trustee file-stamped copies ofor the Security Documents, or promptly pay and discharge all mortgage and financing and continuation statement recording and/or filing receipts forfees, charges and taxes relating to this Indenture and the Security Documents, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Issuer hereby authorizes the filing amendments thereto and any other instruments of financing statements (and amendments of financing statements) that name the Issuer as debtor and the Indenture Trustee as secured party and that cover all personal property of the Issuer. The Issuer also hereby ratifies the filing of any such financing statements (or amendments of financing statements) that were filed prior to the execution hereoffurther assurance. (iib) The Issuer shall not change its name or its type or jurisdiction of organization unless it has first (A) made all filings and taken all actions in all relevant jurisdictions under the applicable UCC and other applicable law as are necessary to continue and maintain the first priority perfected Security Interest of the Indenture Trustee in the Collateral, and (B) delivered furnish to the Indenture Trustee an Opinion and Security Agent (i) at the time of execution and delivery of this Indenture, Opinion(s) of Counsel to the effect that that, in the opinion of such counsel, this Indenture and the grant of a Security Interest in the Collateral intended to be made by each Security Document (other than the Ship Mortgages) and all necessary filings other instruments of further assurance or assignment have been made under properly recorded and filed to the applicable UCC in all relevant jurisdictions as are extent necessary to continue perfect the Security Interests created by each such Security Document and maintain reciting the first priority perfected details of such action; and (ii) within 30 calendar days of the Issue Date, Opinions of Counsel to the effect that, in the opinion of such counsel, the grant of a Security Interest of the Indenture Trustee in the CollateralCollateral intended to be made by each Ship Mortgage over each Existing Mortgaged Vessel and all other instruments of further assurance or assignment have been properly recorded and filed to the extent necessary to perfect the Security Interests created by each such Security Document and reciting the details of such action. The duty For the avoidance of the Indenture Trustee to execute or authorize any instrument required pursuant to this Section 2.01 will arise only if the Indenture Trustee has actual knowledge of the type described in subsection 7.01(cdoubt, such Opinion(s) of the Indenture Counsel may contain qualifications and assumptions in respect of any default of the Issuer acknowledgements that are not required to be delivered in complying accordance with the provisions of this Section 2.0111.09(a), in addition to customary assumptions and qualifications.

Recording, Etc. (a) The Issuer intends the Security Interest granted pursuant to Pledgors will cause, at their own expense, this Indenture in favor of the Indenture Trustee to be prior to all other liens in respect of the Collateral. Subject to Section 2.02, the Issuer will take all actions necessary to maintain a perfected lien on and Security Interest in the Collateral in favor of the Indenture Trustee. (b) The Issuer shall cause each item of the Collateral to be Delivered, and the Indenture Trustee shall hold each item of the Collateral as Delivered, separate and apart from all other property held by the Indenture Trustee. To the extent that such of the Collateral as constitutes a deposit account is maintained with The Bank of New York Mellon, The Bank of New York Mellon hereby makes the agreements required under the UCC in order for such deposit account to be Delivered. Notwithstanding any other provision of this Indenture or any Indenture Supplement, the Indenture Trustee shall not hold any part of the Collateral through an agent or nominee except as expressly permitted by this subsection 2.01(b). (c) The Issuer will from time to time execute, authorize and deliver all such supplements and amendments hereto and all such financing statements, amendments thereto, instruments of further assurance and other instruments, all as prepared by the Issuer, and will take such other action necessary or advisable to: (i) grant the Security Interest more effectively in all or any portion of the Collateral; (ii) maintain or preserve the Security Interest (and the priority thereof) created by this Indenture or carry out more effectively the purposes hereof; (iii) perfect, publish notice of or protect the validity of any grant made or to be made by this Indenture; (iv) enforce the Receivables, any Collateral Certificates, any Derivative Agreements, any Supplemental Credit Enhancement Agreements and any Supplemental Liquidity Agreements and each other instrument or agreement designated for inclusion in the Collateral; (v) preserve and defend title to the Collateral and the rights of the Indenture Trustee in the Collateral against the claims of all persons and parties; or (vi) pay all taxes or assessments levied or assessed upon the Collateral when due. (d) The Issuer will from time to time promptly pay and discharge all UCC recording and filing fees, charges and taxes relating to this Indenture, any amendments hereto and any other instruments of further assurance. (e) Without limiting the generality of subsection 2.01(b) or (c): (i) The Issuer will cause this Indenture, all amendments and supplements hereto and all financing statements and all amendments to such financing statements and any other necessary documents covering the Indenture Trustee’s right, title and interest in and to the Collateral or supplements hereto to be promptly registered, recorded and filed or re- registered, re-recorded, registered refiled and filed, and at all times to be kept recorded, registered and filed, all renewed in such manner and in such places place or places, if any, as may be required by law in order fully to preserve and protect the right, title security interests created under this Article XII in the Pledged Collateral and interest to effectuate and preserve the security therein of the Indenture Collateral Agent for the benefit of the Holders and the holders of any Permitted Lien Indebtedness and all rights of the Collateral Agent. The Company shall furnish to the Collateral Agent, the Trustee in (if the Collateral Agent is not then the Trustee) and to all property comprising the Collateral. The Issuer will deliver to appropriate agent(s) or other representative(s) of the holders of any Permitted Lien Indebtedness outstanding as of the applicable date specified below: (i) promptly after execution of this Indenture an Opinion of Counsel either stating that in the opinion of such counsel the Indenture Trustee file-stamped copies ofhas been properly recorded and filed so as to make effective the Liens intended to be created by this Article XII, and reciting the details of such action, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following stating that in the opinion of such recording, registration or filing. The Issuer hereby authorizes the filing of financing statements (and amendments of financing statements) that name the Issuer as debtor and the Indenture Trustee as secured party and that cover all personal property of the Issuer. The Issuer also hereby ratifies the filing of any counsel no such financing statements (or amendments of financing statements) that were filed prior action is necessary to the execution hereof.make such Liens effective; and (ii) The Issuer shall not change its name or its type or jurisdiction within thirty (30) days of organization unless it has first (A) made all filings and taken all actions in all relevant jurisdictions under the applicable UCC and other applicable law as are necessary to continue and maintain the first priority perfected Security Interest July 31 of the Indenture Trustee in the Collateraleach year, and (B) delivered to the Indenture Trustee commencing July 31, 1996, an Opinion of Counsel either stating that in the opinion of such counsel such action has been taken with respect to recording, filing, re-recording and refiling of this Indenture as is necessary to maintain the Liens intended to be created by this Article XII, and reciting the details of such action, or stating that in the opinion of such counsel no such action is necessary to maintain such Liens. The release of any Pledged Collateral from the terms hereof will not be deemed to impair the security under this Indenture or any instrument governing any Permitted Lien Indebtedness in contravention of the provisions hereof or thereof if and to the effect that all necessary filings have been made under extent the applicable UCC in all relevant jurisdictions as are necessary to continue and maintain the first priority perfected Security Interest of the Indenture Trustee in the Collateral. The duty of the Indenture Trustee to execute or authorize any instrument required Pledged Collateral is released pursuant to this Section 2.01 will arise only if the Indenture Trustee has actual knowledge of the type described in subsection 7.01(c) of the Indenture of any default of the Issuer in complying with the provisions of this Section 2.01Article XII or Article XIII of this Indenture. The Collateral Agent, the Trustee and each of the Holders acknowledge that a release of Pledged Collateral in accordance with the terms of this Article XII or Article XIII of this Indenture will not be deemed for any purpose to be an impairment of the security under this Indenture. To the extent applicable, the Pledgors shall cause TIA (S) 314(d) relating to the release of property or securities from the Lien created by this Article XII to be complied with. Any certificate or opinion required by TIA (S) 314(d) may be made by any Officer of the applicable Pledgor to the extent permitted by TIA (S) 314(d).

Recording, Etc. (a) The Issuer intends Grantors will cause the applicable Security Interest granted pursuant Agreements, including the Mortgages and any financing statements, all amendments or supplements to this Indenture in favor each of the Indenture Trustee foregoing and any other similar security documents as necessary, to be prior registered, recorded and filed or re-recorded, re-filed and renewed in such manner and in such place or places, if any, as may be required by law or reasonably requested by the Collateral Agent and shall take all further action that may be necessary and desirable in order fully to all other liens in respect preserve, protect and perfect the Lien of the CollateralCollateral Agent securing the Obligations (for the ratable benefit of the Secured Creditors) and to effectuate and preserve the security of the Secured Creditors and all rights of the Collateral Agent. Subject to Section 2.02Without limiting the foregoing, the Issuer will take all actions necessary Collateral Agent is hereby authorized to maintain a perfected lien on file one or more financing statements, continuation statements or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the Lien created hereunder and under the other Security Interest in Agreements, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral in favor of the Indenture TrusteeAgent as secured party. (b) The Issuer Company, as agent for the other Grantors, shall cause each item of furnish the Collateral to be Delivered, and the Indenture Trustee shall hold each item of the Collateral as Delivered, separate and apart from all other property held by the Indenture Trustee. To the extent that such of the Collateral as constitutes a deposit account is maintained with The Bank of New York Mellon, The Bank of New York Mellon hereby makes the agreements required under the UCC in order for such deposit account to be Delivered. Notwithstanding any other provision of this Indenture or any Indenture Supplement, the Indenture Trustee shall not hold any part of the Collateral through an agent or nominee except as expressly permitted by this subsection 2.01(b). (c) The Issuer will from time to time execute, authorize and deliver all such supplements and amendments hereto and all such financing statements, amendments thereto, instruments of further assurance and other instruments, all as prepared by the Issuer, and will take such other action necessary or advisable toAgent: (i) grant promptly after the Security Interest more effectively execution and delivery of this Agreement, and promptly after the execution and delivery of any other instrument of further assurance or amendment, an Opinion of Counsel either (i) stating that, in all or any portion the opinion of such counsel, and as of the Collateral; (ii) maintain or preserve the Security Interest (date of such opinion, this Agreement and the priority thereof) created by this Indenture or carry out more effectively other applicable Security Agreements (other than the purposes hereof; (iii) perfect, publish notice of or protect the validity of any grant made or to be made by this Indenture; (iv) enforce the Receivables, any Collateral Certificates, any Derivative Agreements, any Supplemental Credit Enhancement Agreements and any Supplemental Liquidity Agreements and each other instrument or agreement designated for inclusion in the Collateral; (v) preserve and defend title to the Collateral Mortgages and the rights Assignments of the Indenture Trustee in the Collateral against the claims of Earnings and Insurances) and all persons and parties; or (vi) pay all taxes or assessments levied or assessed upon the Collateral when due. (d) The Issuer will from time to time promptly pay and discharge all UCC recording and filing fees, charges and taxes relating to this Indenture, any amendments hereto and any other instruments of further assurance. (e) Without limiting the generality of subsection 2.01(b) assurance or (c): (i) The Issuer will cause this Indenture, all amendments and supplements hereto and all financing statements and all amendments to such financing statements and any other necessary documents covering the Indenture Trustee’s right, title and interest in and to the Collateral to be promptly amendment have been properly recorded, registered and filed, and at all times as appropriate, to the extent necessary to make effective the Lien intended to be kept recordedcreated by such Security Agreements on the Collateral delivered on the Issue Date and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given, registered and filedstating that as to such Security Agreements and such other instruments such recording, registering and filing are the only recordings, registering and filings necessary to give notice thereof and that no re-recordings, re-registering or re-filings are necessary to maintain such notice, and further stating that all in such manner financing statements and in such places as may be required by law continuation statements have been executed and filed that are necessary fully to preserve and protect the right, title and interest rights of the Indenture Trustee Secured Creditors and the Collateral Agent hereunder and under the other Security Agreements or (ii) stating that, in the opinion of such counsel, no such action is necessary to make any Lien created under any of the Security Agreements in and to the Collateral delivered on the Issue Date effective as intended by such Security Agreements; and (ii) within 30 days after August 1 in each year beginning with the year 1998, an Opinion of Counsel, dated as of such date, either (i) stating that, in the opinion of such counsel, such action has been taken with respect to the recording, registering, filing, re-recording, re-registering and re-filing of this Agreement and all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Lien of this Agreement and the other Security Agreements in and to all property comprising the Collateral. The Issuer will deliver Collateral then required to be delivered by the Grantors to the Indenture Trustee file-stamped copies ofCollateral Agent hereunder as of such date and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Issuer hereby authorizes the filing of and stating that all financing statements (and amendments of financing statements) continuation statements have been executed and filed that name are necessary fully to preserve and protect the Issuer as debtor and the Indenture Trustee as secured party and that cover all personal property rights of the Issuer. The Issuer also hereby ratifies Secured Creditors hereunder and under the filing of any other Security Agreements to such financing statements (Collateral or amendments of financing statements) that were filed prior to the execution hereof. (ii) The Issuer shall not change its name or its type or jurisdiction stating that, in the opinion of organization unless it has first (A) made all filings and taken all actions in all relevant jurisdictions under the applicable UCC and other applicable law as are such counsel, no such action is necessary to continue and maintain the first priority perfected Security Interest of the Indenture Trustee in the Collateral, and (B) delivered to the Indenture Trustee an Opinion of Counsel to the effect that all necessary filings have been made under the applicable UCC in all relevant jurisdictions as are necessary to continue and maintain the first priority perfected Security Interest of the Indenture Trustee in the Collateral. The duty of the Indenture Trustee to execute or authorize any instrument required pursuant to this Section 2.01 will arise only if the Indenture Trustee has actual knowledge of the type described in subsection 7.01(c) of the Indenture of any default of the Issuer in complying with the provisions of this Section 2.01such Lien.

Recording, Etc. (a) The Issuer intends the Security Interest granted pursuant to this Indenture Asset Pool One Supplement in favor of the Indenture Trustee to be prior to all other liens in respect of the Collateral. Subject to Section 2.022.3, the Issuer will take all actions necessary to obtain and maintain a perfected lien on and Security Interest security interest in the Collateral in favor of the Indenture Trustee. (b) The Issuer shall cause each item of the Collateral to be Delivered, and the Indenture Trustee shall hold each item of the Collateral as Delivered, separate and apart from all other property held by the Indenture Trustee. To the extent that such of the Collateral as constitutes a deposit account is maintained with The Bank of New York Mellon, The Bank of New York Mellon hereby makes the agreements required under the UCC in order for such deposit account to be Delivered. Notwithstanding any other provision of this Indenture or any Indenture Supplement, the Indenture Trustee shall not hold any part of the Collateral through an agent or nominee except as expressly permitted by this subsection 2.01(b). (c) The Issuer will from time to time execute, authorize and deliver all such supplements and amendments hereto and all such financing statements, amendments thereto, instruments of further assurance and other instruments, all as prepared by the Issuer, and will take such other action necessary or advisable to: (i) grant the a Security Interest more effectively in all or any portion of the Collateral; (ii) maintain or preserve the Security Interest (and the priority thereof) created by this Indenture Asset Pool One Supplement or carry out more effectively the purposes hereof; (iii) perfect, publish notice of or protect the validity of any grant made or to be made by this IndentureAsset Pool One Supplement; (iv) enforce the Receivables, any COMT Collateral CertificatesCertificate, any Derivative Agreements, any Supplemental Credit Enhancement Agreements and any Supplemental Liquidity Agreements and each other instrument or agreement designated for inclusion in the Collateral; (v) preserve and defend title to the Collateral and the rights of the Indenture Trustee in the Collateral against the claims of all persons and parties; or (vi) pay all taxes or assessments levied or assessed upon the Collateral when due. (db) The Issuer will from time to time promptly pay and discharge all UCC recording and filing fees, charges and taxes relating to this Indenture, any amendments hereto thereto and any other instruments of further assurance. (ec) Without limiting the generality of subsection 2.01(bclause (a)(ii) or (ca)(iii): (i) The Issuer will cause this IndentureAsset Pool One Supplement, all amendments and supplements hereto and all financing statements and all amendments to such financing statements thereto and any other necessary documents covering the Indenture Trustee’s 's right, title and interest in and to the Collateral to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Indenture Trustee in and to all property comprising the Collateral. The Issuer will deliver to the Indenture Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Issuer hereby authorizes the filing of financing statements (and amendments of financing statements) that name the Issuer as debtor and the Indenture Trustee as secured party and that cover all personal property of the Issuer. The Issuer also hereby ratifies the filing of any such financing statements (or amendments of financing statements) that were filed prior to the execution hereof. (ii) The Within 30 days after the Issuer shall not makes any change in its name name, identity or its type corporate structure which would make any financing statement or jurisdiction continuation statement filed in accordance with paragraph (d) seriously misleading within the meaning of organization unless it has first Section 9-506 (Aor any comparable provision) made all filings of the UCC, the Issuer will give the Indenture Trustee notice of any such change and taken all actions in all relevant jurisdictions under the applicable UCC and other applicable law will file such financing statements or amendments as are may be necessary to continue and maintain the first priority perfected Security Interest perfection of the Indenture Trustee Trustee's interest in the Collateral, and . (Bd) delivered to The Issuer will give the Indenture Trustee an Opinion prompt notice of Counsel to any relocation of its state of location, and any change in the effect that all necessary filings have been made under jurisdiction of its organization, and whether, as a result of such relocation or change, the applicable provision of the UCC in all relevant jurisdictions would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and will file such financing statements or amendments as are may be necessary to perfect or to continue and maintain the first priority perfected Security Interest perfection of the Indenture Trustee Trustee's security interest in the Collateral. The Issuer will at all times maintain its chief executive office within the United States. (e) The duty of the Indenture Trustee to execute or authorize any instrument required pursuant to this Section 2.01 will arise only if the Indenture Trustee has actual knowledge of the type described in subsection 7.01(cSection 601(c) of the Indenture of any default of the Issuer in complying with the provisions of this Section 2.01Section.

Recording, Etc. (a) The Issuer intends the Security Interest granted pursuant to this Indenture in favor of the Indenture Trustee to be prior to all other liens in respect of the Collateral. Subject to Section 2.02, the The Issuer will take all actions necessary to maintain a perfected lien on and any Security Interest in the Collateral in favor of the Indenture Trustee. (b) The Issuer shall cause each item of the Collateral to be Delivered, and the Indenture Trustee shall hold each item of the Collateral as Delivered, separate and apart from all other property held by the Indenture Trustee. To the extent that such of the Collateral as constitutes a deposit account is maintained with The Bank of New York Mellon, The Bank of New York Mellon hereby makes the agreements required under the UCC in order for such deposit account to be Delivered. Notwithstanding any other provision of this Indenture or any Indenture Supplement, the Indenture Trustee shall not hold any part of the Collateral through an agent or nominee except as expressly permitted by this subsection 2.01(b). (c) The Issuer will from time to time execute, authorize and deliver all such supplements and amendments hereto and all such financing statements, amendments thereto, instruments of further assurance and other instruments, all as prepared by the Issuer, and will take such other action necessary or advisable to: (i) grant the Security Interest more effectively in all or any portion of the Collateral; (ii) maintain or preserve the Security Interest (and the priority thereof) created by this Indenture or carry out more effectively the purposes hereof; (iii) perfect, publish notice of or protect the validity of any grant made or to be made by this Indenture; (iv) enforce the Receivables, any Collateral Certificates, any Derivative Agreements, any Supplemental Credit Enhancement Agreements and any Supplemental Liquidity Agreements and each other instrument or agreement designated for inclusion in the Collateral; (v) preserve and defend title to the Collateral and the rights of the Indenture Trustee in the Collateral against the claims of all persons and parties; or (vi) pay all taxes or assessments levied or assessed upon the Collateral when due. (d) The Issuer will from time to time promptly pay and discharge all UCC PPSA recording and filing fees, charges and taxes relating to this Indenture, any amendments hereto and any other instruments of further assurance. (e) Without limiting the generality of subsection 2.01(b) or (c): (i) The Issuer will cause this Indenture, all amendments and supplements hereto and all financing statements and all amendments to such financing statements and any other necessary documents covering the Indenture Trustee’s right, title and interest in and to the Collateral to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Indenture Trustee in and to all property comprising the Collateral. The Issuer will deliver to the Indenture Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Issuer hereby authorizes the filing of financing statements (and amendments of financing statements) that name the Issuer as debtor and the Indenture Trustee as secured party and that cover all personal property of the Issuer. The Issuer also hereby ratifies the filing of any such financing statements (or amendments of financing statements) that were filed prior to the execution hereof. (ii) The Issuer shall not change its name or its type or jurisdiction of organization unless it has first (A) made all filings and taken all actions in all relevant jurisdictions under the applicable UCC PPSA and other applicable law as are necessary to continue and maintain the first priority perfected Security Interest of the Indenture Trustee in the Collateral, and (B) delivered to the Indenture Trustee an Opinion of Counsel to the effect that all necessary filings have been made under the applicable UCC PPSA in all relevant jurisdictions as are necessary to continue and maintain the first priority perfected Security Interest of the Indenture Trustee in the Collateral. The duty of the Indenture Trustee to execute or authorize any instrument required pursuant to this Section 2.01 will arise only if the Indenture Trustee has actual knowledge of the type described in subsection 7.01(c) of the Indenture of any default of the Issuer in complying with the provisions of this Section 2.01.

Recording, Etc. (a) The Issuer intends Company will cause, at its own expense, the Security Interest granted pursuant to Non-Recourse Pledge Agreement, this Indenture in favor of the Indenture Trustee to be prior to all other liens in respect of the Collateral. Subject to Section 2.02, the Issuer will take all actions necessary to maintain a perfected lien on and Security Interest in the Collateral in favor of the Indenture Trustee. (b) The Issuer shall cause each item of the Collateral to be Delivered, and the Indenture Trustee shall hold each item of the Collateral as Delivered, separate and apart from all other property held by the Indenture Trustee. To the extent that such of the Collateral as constitutes a deposit account is maintained with The Bank of New York Mellon, The Bank of New York Mellon hereby makes the agreements required under the UCC in order for such deposit account to be Delivered. Notwithstanding any other provision of this Indenture or any Indenture Supplement, the Indenture Trustee shall not hold any part of the Collateral through an agent or nominee except as expressly permitted by this subsection 2.01(b). (c) The Issuer will from time to time execute, authorize and deliver all such supplements and amendments hereto and all such financing statements, amendments thereto, instruments of further assurance and other instruments, all as prepared by the Issuer, and will take such other action necessary or advisable to: (i) grant the Security Interest more effectively in all or any portion of the Collateral; (ii) maintain or preserve the Security Interest (and the priority thereof) created by this Indenture or carry out more effectively the purposes hereof; (iii) perfect, publish notice of or protect the validity of any grant made or to be made by this Indenture; (iv) enforce the Receivables, any Collateral Certificates, any Derivative Agreements, any Supplemental Credit Enhancement Agreements and any Supplemental Liquidity Agreements and each other instrument or agreement designated for inclusion in the Collateral; (v) preserve and defend title to the Collateral and the rights of the Indenture Trustee in the Collateral against the claims of all persons and parties; or (vi) pay all taxes or assessments levied or assessed upon the Collateral when due. (d) The Issuer will from time to time promptly pay and discharge all UCC recording and filing fees, charges and taxes relating to this Indenture, any amendments hereto and any other instruments of further assurance. (e) Without limiting the generality of subsection 2.01(b) or (c): (i) The Issuer will cause this Indenture, all amendments and supplements hereto and all financing statements and all amendments to such financing statements and any other necessary documents covering the Indenture Trustee’s right, title and interest in and to the Collateral or supplements thereto to be promptly registered, recorded and filed or re-recorded, registered re-filed and filed, and at all times to be kept recorded, registered and filed, all renewed in such manner and in such places place or places, if any, as may be required by law in order fully to preserve and protect the right, title security interest created under the Non-Recourse Pledge Agreement in the Pledged Collateral and interest to effectuate and preserve the security therein of the Indenture Trustee in Holders and to all property comprising rights of the CollateralTrustee. The Issuer will deliver Company shall furnish to the Indenture Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Issuer hereby authorizes promptly after the filing of financing statements (execution and amendments of financing statements) that name the Issuer as debtor and the Indenture Trustee as secured party and that cover all personal property delivery of the Issuer. The Issuer also hereby ratifies the filing of any such financing statements (or amendments of financing statements) that were filed prior to the execution hereof. (ii) The Issuer shall not change its name or its type or jurisdiction of organization unless it has first (A) made all filings and taken all actions in all relevant jurisdictions under the applicable UCC and other applicable law as are necessary to continue and maintain the first priority perfected Security Interest of the Indenture Trustee in the CollateralNon-Recourse Pledge Agreement, and (B) delivered to the Indenture Trustee an Opinion of Counsel either (a) stating that, in the opinion of such Counsel, this Indenture and the assignment of the Pledged Collateral intended to be made by the Non-Recourse Pledge Agreement and all other instruments of further assurance or amendment have been properly recorded, registered and filed to the effect extent necessary to make effective the security interest in the Pledged Collateral intended to be created by the Non-Recourse Pledge Agreement, and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given, and stating that all as to the security interests in the Pledged Collateral created pursuant to the Non-Recourse Pledge Agreement such recording, registering and filing are the only recordings, registering and filings necessary filings have been made under the applicable UCC in all relevant jurisdictions as to give notice thereof and that no re-recordings, reregistering or refilings are necessary to continue maintain such notice, and maintain further stating that all financing statements and continuation statements have been executed and filed that are necessary to preserve and protect fully the first priority perfected Security Interest rights of the Indenture Holders and the Trustee with respect to the security interests in the CollateralPledged Collateral hereunder and under the Non-Recourse Pledge Agreement or (b) stating that, in the opinion of such counsel, no such recordation, registration or filing is necessary to make such Lien and assignment effective. If at any time the Secured Obligations are no longer secured pursuant to the Non-Recourse Pledge Agreement, whether due to the payment in full or defeasance of the Notes or otherwise, and if all obligations due to the Holders and the Trustee under the Non-Recourse Pledge Agreement have been fully performed, the security interest hereunder and under the Non-Recourse Pledge Agreement for the benefit of the Notes may be released at the sole option of the Hypothecators. The duty release of any Pledged Collateral from the terms hereof and the Non-Recourse Pledge Agreement will not be deemed to impair the security under this Indenture in contravention of the Indenture Trustee provisions hereof if and to execute or authorize any instrument required the extent the Pledged Collateral is released pursuant to this Section 2.01 will arise only if the Indenture Non-Recourse Pledge Agreement. The Trustee has actual knowledge and each of the type described Holders acknowledge that a release of Pledged Collateral in subsection 7.01(c) accordance with the terms of the Indenture of Non-Recourse Pledge Agreement will not be deemed for any default purpose to be an impairment of the Issuer security under this Indenture. To the extent applicable, each Hypothecator and Company shall cause TIA Section 314(d) relating to the release of property or securities from the Lien of the Non-Recourse Pledge Agreement to be complied with. Any certificate or opinion required by TIA Section 314(d) may be made by an Officer of the Company, except in complying with the provisions of this cases in which TIA Section 2.01314(d) requires that such certificate or opinion be made by an independent Person.

Recording, Etc. (a) The Issuer intends the Security Interest granted pursuant to this Indenture in favor of the Indenture Trustee to be prior to all other liens in respect of the Collateral. Subject to Section 2.0213.03, the Issuer will shall take all actions necessary to obtain and maintain a perfected lien on and Security Interest security interest in the Collateral in favor of the Indenture Trustee. (b) . The Issuer shall cause each item of the Collateral to be Delivered, and the Indenture Trustee shall hold each item of the Collateral as Delivered, separate and apart from all other property held by the Indenture Trustee. To the extent that such of the Collateral as constitutes a deposit account is maintained with The Bank of New York Mellon, The Bank of New York Mellon hereby makes the agreements required under the UCC in order for such deposit account to be Delivered. Notwithstanding any other provision of this Indenture or any Indenture Supplement, the Indenture Trustee shall not hold any part of the Collateral through an agent or nominee except as expressly permitted by this subsection 2.01(b). (c) The Issuer will from time to time execute, execute or authorize and deliver all such supplements and amendments hereto and all such financing statements, amendments theretocontinuation statements, instruments of further assurance and other instruments, all as prepared by the Issuer, and will shall take such other action necessary or advisable to: (i) grant the a Security Interest more effectively in all or any portion of the Collateral; (ii) maintain or preserve the Security Interest (and the priority thereof) created by this Indenture or carry out more effectively the purposes hereof; (iii) perfect, publish notice of or protect the validity of any grant made or to be made by this Indenture; (iv) enforce the Receivables, any Collateral Certificates, any Derivative Agreements, any Supplemental Credit Enhancement Agreements and any Supplemental Liquidity Agreements and each other instrument or agreement designated for inclusion included in the Collateral;; 82 (v) preserve and defend title to the Collateral and the rights of the Indenture Trustee in the such Collateral against the claims of all persons and parties; or (vi) pay all taxes or assessments levied or assessed upon the Collateral when due. (db) The Issuer will shall from time to time promptly pay and discharge all UCC financing and continuation statement recording and and/or filing fees, charges and taxes relating to this Indenture, any amendments hereto thereto and any other instruments of further assurance. The Issuer hereby designates the Indenture Trustee its agent and attorney- in-fact to execute upon the Issuer's failure to do so, any financing statement, continuation statement or other instrument required by the Indenture Trustee pursuant to this Section. (ec) Without limiting the generality of subsection 2.01(bclauses (a)(ii) or (ca)(iii): (i) The Issuer will shall cause this Indenture, all amendments and supplements hereto and and/or all financing statements and all amendments to such financing continuation statements and any other necessary documents covering the Indenture Trustee’s 's right, title and interest in and to the Collateral to be promptly recorded, registered and filed, and at all times to be kept kept, recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Indenture Trustee in and to all property comprising the Collateral. The Issuer will shall deliver to the Indenture Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Issuer hereby authorizes the filing of financing statements (and amendments of financing statements) that name the Issuer as debtor and the Indenture Trustee as secured party and that cover all personal property of the Issuer. The Issuer also hereby ratifies the filing of any such financing statements (or amendments of financing statements) that were filed prior to the execution hereof. (ii) Within 30 days after the Issuer makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with paragraph (d)(i) seriously misleading within the meaning of Section 9-506, 9-507 or 9-508 (or any comparable provision) of the UCC, the Issuer shall give the Indenture Trustee notice of any such change and shall file such financing statements or amendments as may be necessary to continue the perfection of the Indenture Trustee's security interest in the Collateral. (iii) The Issuer shall not give the Indenture Trustee prompt notice of any relocation of its chief executive office, place of business or State of location, and any change its name or its type or in the jurisdiction of organization unless it has first (A) made all filings its organization, and taken all actions in all relevant jurisdictions under whether, as a result of such relocation or change, the applicable provision of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and other applicable law shall file such financing statements or amendments as are may be necessary to perfect or to continue and maintain the first priority perfected Security Interest perfection of the Indenture Trustee in the Collateral, and (B) delivered to the Indenture Trustee an Opinion of Counsel to the effect that all necessary filings have been made under the applicable UCC in all relevant jurisdictions as are necessary to continue and maintain the first priority perfected Security Interest of the Indenture Trustee Trustee's security interest in the Collateral. The duty of Issuer shall at all times maintain its chief executive office within the Indenture Trustee to execute or authorize any instrument required pursuant to this Section 2.01 will arise only if the Indenture Trustee has actual knowledge of the type described in subsection 7.01(c) of the Indenture of any default of the Issuer in complying with the provisions of this Section 2.01United States.

Recording, Etc. (a) The Issuer intends Co-Issuers and the Security Interest granted pursuant to this Indenture in favor of the Indenture Trustee Secured Guarantors shall take or cause to be prior taken all action necessary or required to all other liens in respect of perfect, maintain, preserve and protect the Collateral. Subject to Section 2.02, the Issuer will take all actions necessary to maintain a perfected lien on and Security Interest security interests in the Collateral in favor of the Indenture Trustee. (b) The Issuer shall cause each item of the Collateral to be Delivered, and the Indenture Trustee shall hold each item of the Collateral as Delivered, separate and apart from all other property held granted by the Indenture Trustee. To the extent that such of the Collateral as constitutes a deposit account is maintained with The Bank of New York MellonSecurity Documents, The Bank of New York Mellon hereby makes the agreements required under the UCC in order for such deposit account to be Delivered. Notwithstanding any other provision of this Indenture or any Indenture Supplementincluding, the Indenture Trustee shall but not hold any part of the Collateral through an agent or nominee except as expressly permitted by this subsection 2.01(b). limited to, causing all financing statements (c) The Issuer will from time to time execute, authorize and deliver all such supplements and amendments hereto and all such financing statementsthereto), amendments theretoShip Mortgages, instruments of further assurance and other instruments, all as prepared by the Issuer, and will take such other action necessary or advisable to: (i) grant the Security Interest more effectively in all or any portion of the Collateral; (ii) maintain or preserve the Security Interest (and the priority thereof) created by this Indenture or carry out more effectively the purposes hereof; (iii) perfect, publish notice of or protect the validity of any grant made or to be made by this Indenture; (iv) enforce the Receivables, any Collateral Certificates, any Derivative Agreements, any Supplemental Credit Enhancement Agreements and any Supplemental Liquidity Agreements and each other instrument or agreement designated for inclusion in the Collateral; (v) preserve and defend title to the Collateral and the rights of the Indenture Trustee in the Collateral against the claims of all persons and parties; or (vi) pay all taxes or assessments levied or assessed upon the Collateral when due. (d) The Issuer will from time to time promptly pay and discharge all UCC recording and filing fees, charges and taxes relating to this Indenture, any amendments hereto and any other instruments of further assurance. (e) Without limiting the generality of subsection 2.01(b) or (c): (i) The Issuer will cause this Indenture, all amendments and supplements hereto and all financing including, without limitation, continuation statements and all amendments to such financing statements and any other necessary documents covering the Indenture Trustee’s right, title and interest security interests in and to the Collateral personal property to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, and shall execute and file such financing statements (and amendments thereto) and cause to be issued and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest rights of the Holders, the Trustee and the Collateral Trustee under this Indenture Trustee in and the Security Documents to all property comprising the Collateral. The Issuer will deliver Co-Issuers and the Secured Guarantors shall from time to time promptly pay and discharge all mortgage and financing, amendment and continuation statement recording and/or filing fees, charges and taxes relating to this Indenture and the Indenture Trustee file-stamped copies of, or filing receipts forSecurity Documents, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Issuer hereby authorizes the filing amendments thereto and any other instruments of financing statements (and amendments of financing statements) that name the Issuer as debtor and the Indenture Trustee as secured party and that cover all personal property of the Issuer. The Issuer also hereby ratifies the filing of any such financing statements (or amendments of financing statements) that were filed prior to the execution hereoffurther assurance. (iib) The Issuer Co-Issuers shall not change its name or its type or jurisdiction of organization unless it has first (A) made all filings and taken all actions in all relevant jurisdictions under the applicable UCC and other applicable law as are necessary to continue and maintain the first priority perfected Security Interest of the Indenture Trustee in the Collateral, and (B) delivered furnish to the Indenture Trustee an Opinion and Collateral Trustee at the time of execution and delivery of this Indenture, Opinion(s) of Counsel to the effect that that, in the opinion of such counsel, this Indenture and the grant of a security interest in the Collateral intended to be made by each Security Document and all necessary filings other instruments of further assurance or assignment have been made under properly recorded and filed to the applicable UCC in all relevant jurisdictions as are extent necessary to continue perfect the security interests created by each such Security Document and maintain reciting the first priority perfected Security Interest details of the Indenture Trustee in the Collateral. The duty of the Indenture Trustee to execute or authorize any instrument required pursuant to this Section 2.01 will arise only if the Indenture Trustee has actual knowledge of the type described in subsection 7.01(c) of the Indenture of any default of the Issuer in complying with the provisions of this Section 2.01such action.

Recording, Etc. (a) The Issuer intends Co-Issuers and the Mortgaged Vessel Guarantors shall take or cause to be taken all action necessary or required to perfect, maintain, preserve and protect the Security Interest Interests in the Collateral granted pursuant to this Indenture in favor by the Security Documents, including, but not limited to, causing all financing statements (it being understood that (x) as of the Indenture Trustee Issue Date, no financing statements are necessary or required to be prior filed in any state of the United States or the District of Columbia to all other liens perfect the Security Interests in the Collateral (as in existence on the Issue Date) granted by the Security Documents and (y) certain financing statements in respect of the Collateral. Subject to Section 2.02, the Issuer will take all actions necessary to maintain a perfected lien on and Security Interest Interests in the Collateral in favor of the Indenture Trustee. (b) The Issuer shall cause each item of the Collateral to be Delivered, and the Indenture Trustee shall hold each item of the Collateral as Delivered, separate and apart from all other property held granted by the Indenture Trustee. To Security Documents are being filed on or about the extent that such Issue Date in the District of the Collateral Columbia solely as constitutes a deposit account is maintained with The Bank of New York Mellonprecautionary filings), The Bank of New York Mellon hereby makes the agreements required under the UCC in order for such deposit account to be Delivered. Notwithstanding any other provision of this Indenture or any Indenture SupplementShip Mortgages, the Indenture Trustee shall not hold any part of the Collateral through an agent or nominee except as expressly permitted by this subsection 2.01(b). (c) The Issuer will from time to time execute, authorize and deliver all such supplements and amendments hereto and all such financing statements, amendments thereto, instruments of further assurance and other instruments, all as prepared by the Issuer, and will take such other action necessary or advisable to: (i) grant the Security Interest more effectively in all or any portion of the Collateral; (ii) maintain or preserve the Security Interest (and the priority thereof) created by this Indenture or carry out more effectively the purposes hereof; (iii) perfect, publish notice of or protect the validity of any grant made or to be made by this Indenture; (iv) enforce the Receivables, any Collateral Certificates, any Derivative Agreements, any Supplemental Credit Enhancement Agreements and any Supplemental Liquidity Agreements and each other instrument or agreement designated for inclusion in the Collateral; (v) preserve and defend title to the Collateral and the rights of the Indenture Trustee in the Collateral against the claims of all persons and parties; or (vi) pay all taxes or assessments levied or assessed upon the Collateral when due. (d) The Issuer will from time to time promptly pay and discharge all UCC recording and filing fees, charges and taxes relating to this Indenture, any amendments hereto and any other instruments of further assurance. (e) Without limiting the generality of subsection 2.01(b) or (c): (i) The Issuer will cause this Indenture, all amendments and supplements hereto and all financing including, without limitation, continuation statements and all amendments to such financing statements and any other necessary documents covering the Indenture Trustee’s right, title and interest security interests in and to the Collateral personal property to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, and shall execute and file such financing statements and cause to be issued and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest rights of the Holders, the Trustee and the Collateral Trustee under this Indenture Trustee in and the Security Documents to all property comprising the Collateral. The Issuer will deliver Co-Issuers and the Mortgaged Vessel Guarantors shall from time to time promptly pay and discharge all mortgage and financing and continuation statement recording and/or filing fees, charges and taxes relating to this Indenture and the Indenture Trustee file-stamped copies of, or filing receipts forSecurity Documents, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Issuer hereby authorizes the filing amendments thereto and any other instruments of financing statements (and amendments of financing statements) that name the Issuer as debtor and the Indenture Trustee as secured party and that cover all personal property of the Issuer. The Issuer also hereby ratifies the filing of any such financing statements (or amendments of financing statements) that were filed prior to the execution hereoffurther assurance. (iib) The Issuer Co-Issuers shall not change its name or its type or jurisdiction of organization unless it has first (A) made all filings and taken all actions in all relevant jurisdictions under the applicable UCC and other applicable law as are necessary to continue and maintain the first priority perfected Security Interest of the Indenture Trustee in the Collateral, and (B) delivered furnish to the Indenture Trustee an Opinion and Collateral Trustee at the time of execution and delivery of this Indenture, Opinion(s) of Counsel to the effect that that, in the opinion of such counsel, this Indenture and the grant of a Security Interest in the Collateral intended to be made by each Security Document and all necessary filings other instruments of further assurance or assignment have been made under properly recorded and filed to the applicable UCC in all relevant jurisdictions as are extent necessary to continue perfect the Security Interests created by each such Security Document and maintain reciting the first priority perfected Security Interest details of the Indenture Trustee in the Collateral. The duty of the Indenture Trustee to execute or authorize any instrument required pursuant to this Section 2.01 will arise only if the Indenture Trustee has actual knowledge of the type described in subsection 7.01(c) of the Indenture of any default of the Issuer in complying with the provisions of this Section 2.01.such action; and

Recording, Etc. (a) The Issuer intends Company will, at its own expense, register, record and file or rerecord, refile and renew the Security Interest granted pursuant to Pledge Agreement, this Indenture and all amendments or supplements thereto in favor of such manner and in such place or places, if any as may be required by law in order fully to preserve and protect the Indenture Trustee to be prior to all other liens in respect of the Collateral. Subject to Section 2.02, the Issuer will take all actions necessary to maintain a perfected lien on and Security Interest in the Collateral in favor of the Indenture Trustee. (b) The Issuer shall cause each item of the Collateral to be Delivered, Securityholder Lien and the Indenture Trustee shall hold each item of Pledge Agreement and to effectuate and preserve the Collateral as Delivered, separate and apart from all other property held by the Indenture Trustee. To the extent that such of the Collateral as constitutes a deposit account is maintained with The Bank of New York Mellon, The Bank of New York Mellon hereby makes the agreements required under the UCC in order for such deposit account to be Delivered. Notwithstanding any other provision of this Indenture or any Indenture Supplement, the Indenture Trustee shall not hold any part of the Collateral through an agent or nominee except as expressly permitted by this subsection 2.01(b). (c) The Issuer will from time to time execute, authorize and deliver all such supplements and amendments hereto Securityholder Lien and all such financing statements, amendments thereto, instruments of further assurance and other instruments, all as prepared by the Issuer, and will take such other action necessary or advisable to: (i) grant the Security Interest more effectively in all or any portion of the Collateral; (ii) maintain or preserve the Security Interest (and the priority thereof) created by this Indenture or carry out more effectively the purposes hereof; (iii) perfect, publish notice of or protect the validity of any grant made or to be made by this Indenture; (iv) enforce the Receivables, any Collateral Certificates, any Derivative Agreements, any Supplemental Credit Enhancement Agreements and any Supplemental Liquidity Agreements and each other instrument or agreement designated for inclusion in the Collateral; (v) preserve and defend title to the Collateral and the rights of the Indenture Trustee in the Collateral against the claims of all persons Pledged Collateral. The Company will, at its own expense, register and parties; or (vi) pay all taxes record and file or assessments levied or assessed upon the Collateral when due. (d) The Issuer will from time to time promptly pay rerecord, refile and discharge all UCC recording and filing fees, charges and taxes relating to this Indenture, any amendments hereto and any other instruments of further assurance. (e) Without limiting the generality of subsection 2.01(b) or (c): (i) The Issuer will cause this Indenture, all amendments and supplements hereto and all financing statements and all amendments to such financing statements and any other necessary renew additional security documents covering the Indenture Trustee’s right, title and interest in and to the Collateral to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully in order to effectuate and preserve the Securityholder Lien and protect the right, title and interest all rights of the Indenture Trustee in and to all property comprising the Pledged Collateral. The Issuer will deliver Company shall furnish to the Indenture Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Issuer hereby authorizes the filing of financing statements (and amendments of financing statements) that name the Issuer as debtor and the Indenture Trustee as secured party and that cover all personal property promptly as possible after qualification of the Issuer. The Issuer also hereby ratifies the filing of any such financing statements (or amendments of financing statements) that were filed prior to the execution hereof. (ii) The Issuer shall not change its name or its type or jurisdiction of organization unless it has first (A) made all filings and taken all actions in all relevant jurisdictions under the applicable UCC and other applicable law as are necessary to continue and maintain the first priority perfected Security Interest of the Indenture Trustee in the Collateral, and (B) delivered to the Indenture Trustee Indenture: an Opinion of Counsel either (a) stating that, in the opinion of such counsel, this Indenture and the assignment of the Pledged Collateral intended to be made by the Pledge Agreement and all other instruments of further assurance or amendment have been properly recorded, registered and filed to the effect that all extent necessary filings have been made to make effective the Securityholder Lien intended to be created by the Pledge Agreement, or (b) stating that, in the opinion of such counsel, no such action is necessary to make such Securityholder Lien and assignment effective; and each anniversary after qualification of this Indenture under the applicable UCC TIA, an Opinion of Counsel, dated as of such date, either (i) stating that, in the opinion of such counsel, such action has been taken with respect to the recording, registering, filing, rerecording, reregistering and refiling of all relevant jurisdictions supplemental indentures, or other instruments of further assurance as are is necessary to continue and maintain the first priority perfected Security Interest Securityholder Lien of the Indenture Trustee other Pledge Agreement, or (ii) stating that, in the Collateral. The duty opinion of the Indenture Trustee such counsel, no such action is necessary to execute or authorize any instrument required pursuant to this Section 2.01 will arise only if the Indenture Trustee has actual knowledge of the type described in subsection 7.01(c) of the Indenture of any default of the Issuer in complying with the provisions of this Section 2.01maintain such Securityholder Lien and assignment.

Recording, Etc. (a) The Issuer intends the Security Interest granted pursuant to this Indenture in favor of the Indenture Trustee to be prior to all other liens in respect of the Collateral. Subject to Section 2.02, the The Issuer will take all actions necessary to maintain a perfected first priority lien on and Security Interest in the Collateral in favor of the Indenture Trustee. (b) The Issuer shall cause each item of the Collateral to be Delivered, and the Indenture Trustee or the Custodian on its behalf, shall hold each item of the Collateral as Delivered, separate and apart from all other property held by the Indenture Trustee, or the Custodian on its behalf, in accordance with the Indenture Trustee’s or the Custodian’s, as applicable, internal policies and procedures. To the extent that such of the Collateral as constitutes a deposit account or a securities account is maintained with The Bank of New York MellonBankers Trust, The Bank of New York Mellon Bankers Trust hereby makes the agreements required under the UCC in order for such deposit account or securities account to be Deliveredcontrolled by Bankers Trust. Notwithstanding any other provision of this Indenture or any Indenture SupplementIndenture, the Indenture Trustee shall not hold any part of the Collateral through an agent or nominee except as expressly permitted by this subsection Section 2.01(b). (c) The Issuer will from time to time execute, authorize and deliver all such supplements and amendments hereto and all such financing statements, amendments thereto, instruments of further assurance and other instruments, all as prepared by the Issuer, and will take such other action reasonably necessary or advisable to: (i) grant the Security Interest more effectively in all or any portion of the Collateral; (ii) maintain or preserve the Security Interest (and the priority thereof) created by this Indenture or carry out more effectively the purposes hereof; (iii) perfect, publish notice of or protect the validity of any grant made or to be made by this Indenture; (iv) enforce the Receivables, any Collateral Certificates, any Derivative Agreements, any Supplemental Credit Enhancement Agreements and any Supplemental Liquidity Agreements Receivables and each other instrument or agreement designated for inclusion in the Collateral; (v) preserve and defend title to the Collateral and the rights of the Indenture Trustee in the Collateral against the claims of all persons and parties; or (vi) pay all taxes or assessments levied or assessed upon the Collateral when due. (d) The Issuer will from time to time promptly pay and discharge all UCC recording and filing fees, charges and taxes relating to this Indenture, any amendments hereto and any other instruments of further assurance.. EAST\146409251.8147895167.4 (e) Without limiting the generality of subsection Section 2.01(b) or (c): (i) The Issuer will cause this Indenture, all amendments and supplements hereto and all financing statements and all amendments to such financing statements and any other necessary documents covering the Indenture Trustee’s right, title and interest in and to the Collateral to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Indenture Trustee in and to all property comprising the Collateral. The Issuer will deliver to the Indenture Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as promptly when available following such recording, registration or filing. The Issuer hereby authorizes the filing of financing statements (and amendments of financing statements) that name the Issuer as debtor and the Indenture Trustee as secured party and that cover all personal property of the Issuer; provided, however, that the Indenture Trustee shall have no obligation to file the financing statements or amendments thereto. Such financing statements may describe as the collateral covered thereby “all assets of the debtor, whether now owned or hereafter acquired” or words to that effect notwithstanding that such collateral description may be broader in scope than the collateral described herein. The Issuer also hereby ratifies the filing of any such financing statements (or amendments of financing statements) that were filed prior to the execution hereof. (ii) The Issuer shall not change its name or its type or jurisdiction of organization unless it has first (A) made all filings and taken all actions in all relevant jurisdictions under the applicable UCC and other applicable law as are necessary to continue and maintain the first priority perfected Security Interest of the Indenture Trustee in the Collateral, and (B) delivered to the Indenture Trustee an Opinion of Counsel to the effect that all necessary filings have been made under the applicable UCC in all relevant jurisdictions as are necessary to continue and maintain the first priority perfected Security Interest of the Indenture Trustee in the Collateral. The duty of the Indenture Trustee to execute or authorize any instrument required pursuant to this Section 2.01 will arise only if the Indenture Trustee has actual knowledge of the type described in subsection 7.01(c) of the Indenture of any default of the Issuer in complying with the provisions of this Section 2.01.

Recording, Etc. (a) The Issuer intends the Security Interest granted pursuant to this Indenture in favor of the Indenture Trustee Secured Parties to be prior to all other liens in respect of the Collateral. Subject to Section 2.021303, the Issuer will take all actions necessary to obtain and maintain a perfected lien on and Security Interest security interest in the Collateral in favor of the Indenture Trustee. (b) The Issuer shall cause each item of the Collateral to be Delivered, and the Indenture Trustee shall hold each item of the Collateral as Delivered, separate and apart from all other property held by the Indenture TrusteeSecured Parties. To the extent that such of the Collateral as constitutes a deposit account is maintained with The Bank of New York Mellon, The Bank of New York Mellon hereby makes the agreements required under the UCC in order for such deposit account to be Delivered. Notwithstanding any other provision of this Indenture or any Indenture Supplement, the Indenture Trustee shall not hold any part of the Collateral through an agent or nominee except as expressly permitted by this subsection 2.01(b). (c) The Issuer will from time to time execute, authorize execute and deliver all such supplements and amendments hereto and all such financing statements, amendments theretocontinuation statements, instruments of further assurance and other instruments, all as prepared by the Issuer, and will take such other action necessary or advisable to: (ia) grant the a Security Interest more effectively in all or any portion of the Collateral; (iib) maintain or preserve the Security Interest (and the priority thereof) created by this Indenture or carry out more effectively the purposes hereof;; 123 (iiic) perfect, publish notice of or protect the validity of any grant made or to be made by this Indenture; (ivd) enforce the ReceivablesCollateral Certificate, any Collateral Certificates, any the Derivative Agreements, any Supplemental Credit Enhancement Agreements and any Supplemental Liquidity Agreements and each other instrument or agreement designated for inclusion included in the Collateral; (ve) preserve and defend title to the Collateral and the rights of the Indenture Trustee Secured Parties in the such Collateral against the claims of all persons and parties; or (vif) pay all taxes or assessments levied or assessed upon the Collateral when due. (d) . The Issuer will from time to time promptly pay and discharge all UCC financing and continuation statement recording and and/or filing fees, charges and taxes relating to this Indenture, any amendments hereto thereto and any other instruments of further assurance. (e) Without limiting the generality of subsection 2.01(b) or (c): (i) The Issuer will cause this Indenture, all amendments and supplements hereto and all financing statements and all amendments to such financing statements and any other necessary documents covering the Indenture Trustee’s right, title and interest in and to the Collateral to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Indenture Trustee in and to all property comprising the Collateral. The Issuer will deliver to the Indenture Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Issuer hereby authorizes designates the filing of financing statements (Trustee its agent and amendments of financing statements) that name the Issuer as debtor and the Indenture Trustee as secured party and that cover all personal property of attorney-in-fact to execute, upon the Issuer. The Issuer also hereby ratifies 's failure to do so, any financing statement, continuation statement or other instrument required by the filing of any such financing statements (or amendments of financing statements) that were filed prior Trustee pursuant to the execution hereof. (ii) The Issuer shall not change its name or its type or jurisdiction of organization unless it has first (A) made all filings and taken all actions in all relevant jurisdictions under the applicable UCC and other applicable law as are necessary to continue and maintain the first priority perfected Security Interest of the Indenture Trustee in the Collateral, and (B) delivered to the Indenture Trustee an Opinion of Counsel to the effect that all necessary filings have been made under the applicable UCC in all relevant jurisdictions as are necessary to continue and maintain the first priority perfected Security Interest of the Indenture Trustee in the Collateralthis Section. The duty of the Indenture Trustee to execute or authorize any instrument required pursuant to this Section 2.01 will arise only if the Indenture Trustee has actual knowledge of the type described in subsection 7.01(cSection 701(c) of the Indenture of any default of the Issuer in complying with the provisions of this Section 2.01Section.

Recording, Etc. (a) The Issuer intends the Security Interest granted pursuant to this Indenture in favor of the Indenture Trustee to be prior to all other liens in respect of the Collateral. Subject to Section 2.021303, the Issuer will take all actions necessary to obtain and maintain a perfected lien on and Security Interest security interest in the Collateral in favor of the Indenture Trustee. (b) The Issuer shall cause each item of the Collateral to be Delivered, and the Indenture Trustee shall hold each item of the Collateral as Delivered, separate and apart from all other property held by the Indenture Trustee. To the extent that such of the Collateral as constitutes a deposit account is maintained with The Bank of New York Mellon, The Bank of New York Mellon hereby makes the agreements required under the UCC in order for such deposit account to be Delivered. Notwithstanding any other provision of this Indenture or any Indenture Supplement, the Indenture Trustee shall not hold any part of the Collateral through an agent or nominee except as expressly permitted by this subsection 2.01(b). (c) The Issuer will from time to time execute, authorize execute and deliver all such supplements and amendments hereto and all such financing statements, amendments theretocontinuation statements, instruments of further assurance and other instruments, all as prepared by the Issuer, and will take such other action necessary or advisable to: (i) grant the a Security Interest more effectively in all or any portion of the Collateral; (ii) maintain or preserve the Security Interest (and the priority thereof) created by this Indenture or carry out more effectively the purposes hereof; (iii) perfect, publish notice of or protect the validity of any grant made or to be made by this Indenture; (iv) enforce the ReceivablesCollateral Certificate, any Collateral Certificates, any the Derivative Agreements, any Supplemental Credit Enhancement Agreements and any Supplemental Liquidity Agreements and each other instrument or agreement designated for inclusion included in the Collateral; (v) preserve and defend title to the Collateral and the rights of the Indenture Trustee in the such Collateral against the claims of all persons and parties; or (vi) pay all taxes or assessments levied or assessed upon the Collateral when due. (db) The Issuer will from time to time promptly pay and discharge all UCC financing and continuation statement recording and and/or filing fees, charges and taxes relating to this Indenture, any amendments hereto thereto and any other instruments of further assurance. The Issuer hereby designates the Indenture Trustee its agent and attorney- in-fact to execute upon the Issuer's failure to do so, any financing statement, continuation statement or other instrument required by the Indenture Trustee pursuant to this Section. (ec) Without limiting the generality of subsection 2.01(bclauses (a)(ii) or (ca)(iii): (i) The Issuer will cause this Indenture, all amendments and supplements hereto and and/or all financing statements and all amendments to such financing continuation statements and any other necessary documents covering the Indenture Trustee’s 's right, title and interest in and to the Collateral to be promptly recorded, registered and filed, and at all times to be kept kept, recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Indenture Trustee in and to all property comprising the Collateral. The Issuer will deliver to the Indenture Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Issuer hereby authorizes the filing of financing statements (and amendments of financing statements) that name the Issuer as debtor and the Indenture Trustee as secured party and that cover all personal property of the Issuer. The Issuer also hereby ratifies the filing of any such financing statements (or amendments of financing statements) that were filed prior to the execution hereof. (ii) The Within 30 days after the Issuer shall not makes any change in its name name, identity or its type corporate structure which would make any financing statement or jurisdiction continuation statement filed in accordance with paragraph (d)(i) seriously misleading within the meaning of organization unless it has first Section 9-507 or 9-508 (Aor any comparable provision) made all filings of the UCC, the Issuer will give the Indenture Trustee notice of any such change and taken all actions in all relevant jurisdictions under the applicable UCC and other applicable law will file such financing 77 statements or amendments as are may be necessary to continue and maintain the first priority perfected Security Interest perfection of the Indenture Trustee Trustee's security interest in the Collateral, and . (Bd) delivered to The Issuer will give the Indenture Trustee an Opinion prompt notice of Counsel to any relocation of its chief executive office, place of business or State of location, and any change in the effect that all necessary filings have been made under jurisdiction of its organization, and whether, as a result of such relocation or change, the applicable provision of the UCC in all relevant jurisdictions would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and will file such financing statements or amendments as are may be necessary to perfect or to continue and maintain the first priority perfected Security Interest perfection of the Indenture Trustee Trustee's security interest in the Collateral. The Issuer will at all times maintain its chief executive office within the United States. (e) The duty of the Indenture Trustee to execute or authorize any instrument required pursuant to this Section 2.01 will arise only if the Indenture Trustee has actual knowledge of the type described in subsection 7.01(cSection 701(c) of the Indenture of any default of the Issuer in complying with the provisions of this Section 2.01Section.

Recording, Etc. (a) The Issuer intends the Security Interest granted pursuant to this Indenture in favor of the Indenture Trustee to be prior to all other liens in respect of the Collateral. Subject to Section 2.02, the Issuer Company will take all actions necessary to maintain a perfected lien on and Security Interest in the Collateral in favor of the Indenture Trustee. (b) The Issuer shall cause each item of the Collateral to be Delivered, and the Indenture Trustee shall hold each item of the Collateral as Delivered, separate and apart from all other property held by the Indenture Trustee. To the extent that such of the Collateral as constitutes a deposit account is maintained with The Bank of New York Mellon, The Bank of New York Mellon hereby makes the agreements required under the UCC in order for such deposit account to be Delivered. Notwithstanding any other provision of this Indenture have caused or any Indenture Supplement, the Indenture Trustee shall not hold any part of the Collateral through an agent or nominee except as expressly permitted by this subsection 2.01(b). (c) The Issuer will from time to time execute, authorize and deliver all such supplements and amendments hereto and all such financing statements, amendments thereto, instruments of further assurance and other instruments, all as prepared by the Issuer, and will take such other action necessary or advisable to: (i) grant the Security Interest more effectively in all or any portion of the Collateral; (ii) maintain or preserve the Security Interest (and the priority thereof) created by this Indenture or carry out more effectively the purposes hereof; (iii) perfect, publish notice of or protect the validity of any grant made or to be made by this Indenture; (iv) enforce the Receivables, any Collateral Certificates, any Derivative Agreements, any Supplemental Credit Enhancement Agreements and any Supplemental Liquidity Agreements and each other instrument or agreement designated for inclusion in the Collateral; (v) preserve and defend title to the Collateral and the rights of the Indenture Trustee in the Collateral against the claims of all persons and parties; or (vi) pay all taxes or assessments levied or assessed upon the Collateral when due. (d) The Issuer will from time to time promptly pay and discharge all UCC recording and filing fees, charges and taxes relating to this Indenture, any amendments hereto and any other instruments of further assurance. (e) Without limiting the generality of subsection 2.01(b) or (c): (i) The Issuer will cause this Indenture, all amendments the Collateral Documentation and supplements hereto and all financing statements the other Documents and all amendments or supplements to such financing statements and any other necessary documents covering each of the Indenture Trustee’s right, title and interest in and to the Collateral foregoing to be promptly recordedregistered, registered recorded and filedfiled and/or rerecorded, re-filed and at all times to be kept recorded, registered and filed, all renewed in such manner and in such places place or places, if any, as may be required by law or reasonably requested by the Trustee or the Holders of a majority of Outstanding Notes in order fully to preserve and protect the right, title and interest Lien of the Indenture Trustee in Indenture, the Collateral Documentation and the other Documents on all parts of the Collateral to effectuate and preserve the security of the Holders and all property comprising rights of the CollateralTrustee. The Issuer will deliver Company shall furnish, and shall cause any other obligor to furnish, to the Trustee: (i) promptly after the execution and delivery of the Indenture, and promptly after the execution and delivery of any Collateral Documentation or other instrument of further assurance or amendment, an Opinion of Counsel, subject to customary exclusions and exceptions reasonably acceptable to the Trustee, either (a) stating that, in the opinion of such counsel, this Indenture, the Collateral Documentation and all other instruments of further assurance or amendment have been properly recorded, registered and filed to the extent necessary to make effective the Lien intended to be created by the Indenture and the Collateral Documentation and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given, and stating that as to the Indenture Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following and Collateral Documentation and such other instruments such recording, registration registering and filing are the only recordings, registerings and filings necessary to give notice thereof and that no re-recordings, re-registerings or filing. The Issuer hereby authorizes the filing of re-filings are necessary to maintain such notice, and further stating that all financing statements (and amendments continuation statements and mortgages have been executed and filed that are necessary fully to preserve and protect the rights of financing statements) that name the Issuer as debtor Holders and the Indenture Trustee as secured party hereunder and that cover all personal property under the Collateral Documentation or (b) stating that, in the opinion of the Issuer. The Issuer also hereby ratifies the filing of any such financing statements (or amendments of financing statements) that were filed prior counsel, no such action is necessary to the execution hereof.make such Lien and pledge effective; and (ii) The Issuer shall not change its name or its type or jurisdiction within 60 days after January 1 in each year beginning with January 1, 1999, an Opinion of organization unless it Counsel, dated as of such date, either (a) stating that, in the opinion of such counsel, subject to customary exclusions and exceptions reasonably acceptable to the Trustee, such action has first (A) made all filings been taken with respect to the recording, registering, filing, re-recording, re-registering and taken all actions in all relevant jurisdictions under the applicable UCC and other applicable law as are necessary to continue and maintain the first priority perfected Security Interest re-filing of the Indenture Trustee in the Collateraland all supplemental indentures, financing statements, continuation statements and (B) delivered to the Indenture Trustee an Opinion mortgages or other instruments of Counsel to the effect that all necessary filings have been made under the applicable UCC in all relevant jurisdictions further assurance as are is necessary to continue and maintain the first priority perfected Security Interest Lien of the Indenture and the Collateral Documentation and reciting the details of such action or referring to prior opinions of Counsel in which such details are given, and stating that all financing statements and continuation statements and mortgages have been executed and filed that are necessary fully to preserve and protect the rights of the Holders and the Trustee hereunder and under the Collateral Documentation or (b) stating that, in the Collateral. The duty opinion of the Indenture Trustee such counsel, no such action is necessary to execute or authorize any instrument required pursuant to this Section 2.01 will arise only if the Indenture Trustee has actual knowledge of the type described in subsection 7.01(c) of the Indenture of any default of the Issuer in complying with the provisions of this Section 2.01maintain such Lien.

Recording, Etc. (a) The Issuer Issuing Entity intends the Security Interest granted pursuant to this Indenture in favor of the Indenture Trustee to be prior to all other liens in respect of the Collateral. Subject to Section 2.0212.02, the Issuer Issuing Entity will take all actions necessary to obtain and maintain a perfected lien on and Security Interest security interest in the Collateral in favor of the Indenture Trustee. (b) . The Issuer shall cause each item of the Collateral to be Delivered, and the Indenture Trustee shall hold each item of the Collateral as Delivered, separate and apart from all other property held by the Indenture Trustee. To the extent that such of the Collateral as constitutes a deposit account is maintained with The Bank of New York Mellon, The Bank of New York Mellon hereby makes the agreements required under the UCC in order for such deposit account to be Delivered. Notwithstanding any other provision of this Indenture or any Indenture Supplement, the Indenture Trustee shall not hold any part of the Collateral through an agent or nominee except as expressly permitted by this subsection 2.01(b). (c) The Issuer Issuing Entity will from time to time execute, authorize and deliver all such supplements and amendments hereto and all such financing statements, amendments theretocontinuation statements, instruments of further assurance and other instruments, all as prepared by the IssuerIssuing Entity, and will take such other action necessary or advisable to: (i) grant the a Security Interest more effectively in all or any portion of the Collateral; (ii) maintain or preserve the Security Interest (and the priority thereof) created by this Indenture or carry out more effectively the purposes hereof; (iii) perfect, publish notice of or protect the validity of any grant made or to be made by this Indenture; (iv) enforce the Receivables, any Collateral CertificatesCollateral, any Derivative Agreements, any Supplemental Credit Enhancement Agreements and any Supplemental Liquidity Agreements and each other instrument or agreement designated for inclusion in the Collateral; (v) preserve and defend title to the Collateral and the rights of the Indenture Trustee in the Collateral against the claims of all persons and parties; or (vi) pay all taxes or assessments levied or assessed upon the Collateral when due. (db) The Issuer Issuing Entity will from time to time promptly pay and discharge all UCC financing and continuation statement recording and and/or filing fees, charges and taxes relating to this Indenture, any amendments hereto thereto and any other instruments of further assurance. The Issuing Entity hereby designates the Servicer its agent and attorney-in-fact to authorize upon the Issuing Entity’s failure to do so, any financing statement, continuation statement or other instrument required by the Indenture Trustee pursuant to this Section 12.01. (ec) Without limiting the generality of subsection 2.01(bclause (a)(ii) or (c):a)(iii) of this Section 12.01: (i) The Issuer Issuing Entity will cause this Indenture, all amendments and supplements hereto and and/or all financing statements and all amendments to such financing continuation statements and any other necessary documents covering the Indenture Trustee’s right, title and interest in and to the Collateral to be promptly recorded, registered and filed, and at all times to be kept kept, recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Indenture Trustee in and to all property comprising the Collateral. The Issuer Issuing Entity will deliver to the Indenture Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Issuer hereby authorizes the filing of financing statements (and amendments of financing statements) that name the Issuer as debtor and the Indenture Trustee as secured party and that cover all personal property of the Issuer. The Issuer also hereby ratifies the filing of any such financing statements (or amendments of financing statements) that were filed prior to the execution hereof. (ii) The Issuer shall not Within 30 days after the Issuing Entity makes any change in its name name, identity or its type corporate structure which would make any financing statement or jurisdiction continuation statement filed in accordance with paragraph (d) seriously misleading within the meaning of organization unless it has first Section 9-506 (Aor any comparable provision) made all filings of the UCC, the Issuing Entity will give the Indenture Trustee notice of any such change and taken all actions in all relevant jurisdictions under the applicable UCC and other applicable law will file such financing statements or amendments as are may be necessary to continue and maintain the first priority perfected Security Interest perfection of the Indenture Trustee Trustee’s interest in the Collateral, and . (Bd) delivered to The Issuing Entity will give the Indenture Trustee an Opinion prompt notice of Counsel to any relocation of its state of location, and any change in the effect that all necessary filings have been made under jurisdiction of its organization, and whether, as a result of such relocation or change, the applicable provision of the UCC in all relevant jurisdictions would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and will file such financing statements or amendments as are may be necessary to perfect or to continue and maintain the first priority perfected Security Interest perfection of the Indenture Trustee Trustee’s security interest in the Collateral. The Issuing Entity will at all times maintain its chief executive office within the United States. (e) The duty of the Indenture Trustee to execute or authorize any instrument required pursuant to this Section 2.01 12.01 will arise only if the Indenture Trustee has actual knowledge of the type described in subsection 7.01(c6.01(c) of the Indenture of any default of the Issuer Issuing Entity in complying with the provisions of this Section 2.0112.01.

Recording, Etc. (a) The Issuer intends the Security Interest granted pursuant to this Indenture in favor of the Indenture Trustee to be prior to all other liens in respect of the Collateral. Subject to Section 2.0213.03, the Issuer will take all actions necessary to obtain and maintain a perfected lien on and Security Interest security interest in the Collateral in favor of the Indenture Trustee. (b) The Issuer shall cause each item of the Collateral to be Delivered, and the Indenture Trustee shall hold each item of the Collateral as Delivered, separate and apart from all other property held by the Indenture Trustee. To the extent that such of the Collateral as constitutes a deposit account is maintained with The Bank of New York Mellon, The Bank of New York Mellon hereby makes the agreements required under the UCC in order for such deposit account to be Delivered. Notwithstanding any other provision of this Indenture or any Indenture Supplement, the Indenture Trustee shall not hold any part of the Collateral through an agent or nominee except as expressly permitted by this subsection 2.01(b). (c) The Issuer will from time to time execute, authorize execute and deliver all such supplements and amendments hereto and all such financing statements, amendments theretocontinuation statements, instruments of further assurance and other instruments, all as prepared by the Issuer, and will take such other action necessary or advisable to: (i) grant the a Security Interest more effectively in all or any portion of the Collateral; (ii) maintain or preserve the Security Interest (and the priority thereof) created by this Indenture or carry out more effectively the purposes hereof; (iii) perfect, publish notice of or protect the validity of any grant made or to be made by this Indenture; (iv) enforce the ReceivablesCollateral Certificate, any Collateral Certificates, any Derivative Agreements, any Supplemental Credit the Enhancement Agreements and any Supplemental Liquidity Agreements and each other instrument or agreement designated for inclusion included in the Collateral; (v) preserve and defend title to the Collateral and the rights of the Indenture Trustee in the such Collateral against the claims of all persons and parties; or (vi) pay all taxes or assessments levied or assessed upon the Collateral when due. (db) The Issuer will from time to time promptly pay and discharge all UCC financing and continuation statement recording and and/or filing fees, charges and taxes relating to this Indenture, any amendments hereto thereto and any other instruments of further assurance. The Issuer hereby designates the Indenture Trustee its agent and attorney-in-fact to execute upon the Issuer’s failure to do so, any financing statement, continuation statement or other instrument required by the Indenture Trustee pursuant to this Section. (ec) Without limiting the generality of subsection 2.01(bclause (a)(ii) or (ca)(iii): (i) The Issuer will cause this Indenture, all amendments and supplements hereto and and/or all financing statements and all amendments to such financing continuation statements and any other necessary documents covering the Indenture Trustee’s right, title and interest in and to the Collateral to be promptly recorded, registered and filed, and at all times to be kept kept, recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Indenture Trustee in and to all property comprising the Collateral. The Issuer will deliver to the Indenture Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Issuer hereby authorizes the filing of financing statements (and amendments of financing statements) that name the Issuer as debtor and the Indenture Trustee as secured party and that cover all personal property of the Issuer. The Issuer also hereby ratifies the filing of any such financing statements (or amendments of financing statements) that were filed prior to the execution hereof. (ii) The Within 30 days after the Issuer shall not makes any change in its name name, identity or its type corporate structure which would make any financing statement or jurisdiction continuation statement filed in accordance with paragraph (d)(i) seriously misleading within the meaning of organization unless it has first Section 9-507 or 9-508 (Aor any comparable provision) made all filings of the UCC, the Issuer will give the Indenture Trustee notice of any such change and taken all actions in all relevant jurisdictions under the applicable UCC and other applicable law will file such financing statements or amendments as are may be necessary to continue and maintain the first priority perfected Security Interest perfection of the Indenture Trustee Trustee’s security interest in the Collateral, and . (Bd) delivered to The Issuer will give the Indenture Trustee an Opinion prompt notice of Counsel to any relocation of its chief executive office, place of business or State of location, and any change in the effect that all necessary filings have been made under jurisdiction of its organization, and whether, as a result of such relocation or change, the applicable provision of the UCC in all relevant jurisdictions would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and will file such financing statements or amendments as are may be necessary to perfect or to continue and maintain the first priority perfected Security Interest perfection of the Indenture Trustee Trustee’s security interest in the Collateral. The Issuer will at all times maintain its chief executive office within the United States. (e) The duty of the Indenture Trustee to execute or authorize any instrument required pursuant to this Section 2.01 will arise only if the Indenture Trustee has actual knowledge of the type described in subsection Section 7.01(c) of the Indenture of any default of the Issuer in complying with the provisions of this Section 2.01Section.

Recording, Etc. (a) The Issuer intends the Security Interest granted pursuant to this Indenture in favor of the Indenture Trustee to be prior to all other liens in respect of the Collateral. Subject to Section 2.02SECTION 13.03, the Issuer will take all actions necessary to obtain and maintain a perfected lien on and Security Interest security interest in the Collateral in favor of the Indenture Trustee. (b) The Issuer shall cause each item of the Collateral to be Delivered, and the Indenture Trustee shall hold each item of the Collateral as Delivered, separate and apart from all other property held by the Indenture Trustee. To the extent that such of the Collateral as constitutes a deposit account is maintained with The Bank of New York Mellon, The Bank of New York Mellon hereby makes the agreements required under the UCC in order for such deposit account to be Delivered. Notwithstanding any other provision of this Indenture or any Indenture Supplement, the Indenture Trustee shall not hold any part of the Collateral through an agent or nominee except as expressly permitted by this subsection 2.01(b). (c) The Issuer will from time to time execute, authorize execute and deliver all such supplements and amendments hereto and all such financing statements, amendments theretocontinuation statements, instruments of further assurance and other instruments, all as prepared by the Issuer, and will take such other action necessary or advisable to: (i) grant the a Security Interest more effectively in all or any portion of the Collateral; (ii) maintain or preserve the Security Interest (and the priority thereof) created by this Indenture or carry out more effectively the purposes hereof; (iii) perfect, publish notice of or protect the validity of any grant made or to be made by this Indenture;; 77 (iv) enforce the ReceivablesCollateral Certificate, any Collateral Certificates, any Derivative Agreements, any Supplemental Credit the Enhancement Agreements and any Supplemental Liquidity Agreements and each other instrument or agreement designated for inclusion included in the Collateral; (v) preserve and defend title to the Collateral and the rights of the Indenture Trustee in the such Collateral against the claims of all persons and parties; or (vi) pay all taxes or assessments levied or assessed upon the Collateral when due. (db) The Issuer will from time to time promptly pay and discharge all UCC financing and continuation statement recording and and/or filing fees, charges and taxes relating to this Indenture, any amendments hereto thereto and any other instruments of further assurance. The Issuer hereby designates the Indenture Trustee its agent and attorney-in-fact to execute upon the Issuer's failure to do so, any financing statement, continuation statement or other instrument required by the Indenture Trustee pursuant to this Section. (ec) Without limiting the generality of subsection 2.01(bclauses (a)(ii) or (ca)(iii): (i) The Issuer will cause this Indenture, all amendments and supplements hereto and and/or all financing statements and all amendments to such financing continuation statements and any other necessary documents covering the Indenture Trustee’s 's right, title and interest in and to the Collateral to be promptly recorded, registered and filed, and at all times to be kept kept, recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Indenture Trustee in and to all property comprising the Collateral. The Issuer will deliver to the Indenture Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Issuer hereby authorizes the filing of financing statements (and amendments of financing statements) that name the Issuer as debtor and the Indenture Trustee as secured party and that cover all personal property of the Issuer. The Issuer also hereby ratifies the filing of any such financing statements (or amendments of financing statements) that were filed prior to the execution hereof. (ii) The Within 30 days after the Issuer shall not makes any change in its name name, identity or its type corporate structure which would make any financing statement or jurisdiction continuation statement filed in accordance with paragraph (d)(i) seriously misleading within the meaning of organization unless it has first SECTION 9-507 or 9-508 (Aor any comparable provision) made all filings of the UCC, the Issuer will give the Indenture Trustee notice of any such change and taken all actions in all relevant jurisdictions under the applicable UCC and other applicable law will file such financing statements or amendments as are may be necessary to continue and maintain the first priority perfected Security Interest perfection of the Indenture Trustee Trustee's security interest in the Collateral, and . (Bd) delivered to The Issuer will give the Indenture Trustee an Opinion prompt notice of Counsel to any relocation of its chief executive office, place of business or State of location, and any change in the effect that all necessary filings have been made under jurisdiction of its organization, and whether, as a result of such relocation or change, the applicable provision of the UCC in all relevant jurisdictions would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and will file such financing statements or amendments as are may be necessary to perfect or to continue and maintain the first priority perfected Security Interest perfection of the Indenture Trustee Trustee's security interest in the Collateral. The Issuer will at all times maintain its chief executive office within the United States. (e) The duty of the Indenture Trustee to execute or authorize any instrument required pursuant to this Section 2.01 will arise only if the Indenture Trustee has actual knowledge of the type described in subsection SECTION 7.01(c) of the Indenture of any default of the Issuer in complying with the provisions of this Section 2.01Section.

Recording, Etc. (a) The Issuer intends Parent shall, and shall cause each other Pledgor to, take or cause to be taken all action required or desirable to maintain, perfect, preserve and protect the Security Interest granted pursuant to this Indenture in favor of the Indenture Trustee to be prior to all other liens in respect of the Collateral. Subject to Section 2.02, the Issuer will take all actions necessary to maintain a perfected lien on and Security Interest Interests in the Collateral in favor of the Indenture Trustee. (b) The Issuer shall cause each item of the and Second Lien Collateral to be Delivered, and the Indenture Trustee shall hold each item of the Collateral as Delivered, separate and apart from all other property held granted by the Indenture Trustee. To the extent that such of the Collateral as constitutes a deposit account is maintained with The Bank of New York MellonSecurity Documents, The Bank of New York Mellon hereby makes the agreements required under the UCC in order for such deposit account to be Delivered. Notwithstanding any other provision of this Indenture or any Indenture Supplementincluding, the Indenture Trustee shall but not hold any part of the Collateral through an agent or nominee except as expressly permitted by this subsection 2.01(b). (c) The Issuer will from time to time executelimited to, authorize and deliver causing all such supplements and amendments hereto and all such financing statements, amendments theretoMortgages, instruments of further assurance and other instruments, all as prepared by the Issuer, and will take such other action necessary or advisable to: (i) grant the Security Interest more effectively in all or any portion of the Collateral; (ii) maintain or preserve the Security Interest (and the priority thereof) created by this Indenture or carry out more effectively the purposes hereof; (iii) perfect, publish notice of or protect the validity of any grant made or to be made by this Indenture; (iv) enforce the Receivables, any Collateral Certificates, any Derivative Agreements, any Supplemental Credit Enhancement Agreements and any Supplemental Liquidity Agreements and each other instrument or agreement designated for inclusion in the Collateral; (v) preserve and defend title to the Collateral and the rights of the Indenture Trustee in the Collateral against the claims of all persons and parties; or (vi) pay all taxes or assessments levied or assessed upon the Collateral when due. (d) The Issuer will from time to time promptly pay and discharge all UCC recording and filing fees, charges and taxes relating to this Indenture, any amendments hereto and any other instruments of further assurance. (e) Without limiting the generality of subsection 2.01(b) or (c): (i) The Issuer will cause this Indenture, all amendments and supplements hereto including, without limitation, continuation statements covering security interests in personal property, and all financing statements and all amendments to such financing statements and any other necessary documents covering the Indenture Trustee’s right, title and interest in and mortgages securing purchase money obligations delivered to the Collateral Trustee or to the trustee, mortgagee or other holder of a Permitted Lien under Section 12.4 to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, and will execute and file such financing statements and cause to be issued and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest rights of the Holders and the Trustee under this Indenture Trustee in and the Security Documents to all property comprising the Collateral and Second Lien Collateral. The Issuer will deliver shall from time to time promptly pay and discharge all mortgage and financing and continuation statement recording and/or filing fees, charges and Taxes relating to this Indenture and the Security Documents, any amendments thereto and any other instruments of further assurance. Without limiting the generality of the foregoing covenant, in the event at any time the Trustee shall determine that additional mortgage recording, transfer or similar Taxes are required to be paid to perfect or continue any Lien on any Real Property in an amount at least equal to the Indenture fair market value from time to time of such Real Property, Issuer shall pay such Taxes promptly upon demand by the Trustee. Notwithstanding the foregoing, the Trustee file-stamped copies ofshall not have any duty or obligation to ascertain whether any such Taxes are required to be paid at any time, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Issuer hereby authorizes the filing of financing statements (and amendments of financing statements) that name the Issuer as debtor and the Indenture determination referred to in the preceding sentence shall only be made by the Trustee as secured party upon receipt of written notice that such Taxes are due and that cover all personal property owing. (b) Issuer shall furnish or cause to be furnished to the Trustee: (i) at the time of execution and delivery of this Indenture, Opinion(s) of Counsel substantially in the form of the Issuer. The Issuer also hereby ratifies opinions to counsel delivered on the filing of any such financing statements (or amendments of financing statements) that were filed prior Issue Date to the execution hereof.Initial Purchasers; (ii) The Issuer shall not change its name at the time of execution and delivery of this Indenture, with respect to each Mortgage, a policy of title insurance (or its type a commitment to issue such policy) insuring (or jurisdiction commiting to insure) the Lien of organization unless it has first (A) made all filings and taken all actions such Mortgage as a valid mortgage Lien, subject only to Liens specified in all relevant jurisdictions under the applicable UCC and other applicable law such Mortgage as are necessary to continue and maintain the first priority perfected Security Interest of the Indenture Trustee "Prior Liens" or, in the Collateralcase of each Mortgage encumbering Mortgaged Property located in Canada or the United Kingdom, and (B) delivered to the Indenture Trustee an a title Opinion of Counsel Counsel, substantially to the effect that the Lien of such Mortgage is a valid first mortgage Lien on such Mortgaged Property and fixtures thereon, subordinate only to those Liens specified in such Mortgage as "Prior Liens"; (iii) to the extent as would be required by the TIA, within 30 days after the Issue Date, Opinion(s) of Counsel either (a) substantially to the effect that, in the opinion of such counsel, this Indenture, each Security Document and all necessary filings other instruments of further assurance or assignment have been made under properly recorded, registered and filed to the applicable UCC in all relevant jurisdictions extent necessary to perfect or create the Security Interests created by each such Security Document and reciting the details of such action, and stating that as to the Security Interests created pursuant to each such Security Document, such recordings, registerings and filings are the only recordings, registerings and filings necessary to give notice thereof and that no re-recordings, re-registerings or refilings are necessary to continue maintain such notice (other than as stated in such opinion), or (b) to the effect that, in the opinion of such counsel, no such action is necessary to perfect such Security Interests; and (iv) within 30 days after October 8 in each year beginning with October 8, 2002, an Opinion of Counsel, dated as of such date, either (a) to the effect that, in the opinion of such counsel, such action has been taken with respect to the recordings, registerings, filings, re-recordings, re-registerings and refilings of all instruments of further assurance as is necessary to maintain the first priority perfected Security Interest Interests of each of the Indenture Security Documents and reciting with respect to such Security Interests the details of such action or referencing prior Opinions of Counsel in which such details are given, and stating that all instruments have been executed and/or filed that are necessary fully to preserve and protect the rights of the Holders and the Trustee hereunder and under each of the Security Documents with respect to the Security Interests, or (b) to the effect that, in the Collateral. The duty opinion of the Indenture Trustee such counsel, no such action is necessary to execute or authorize any instrument required pursuant to this Section 2.01 will arise only if the Indenture Trustee has actual knowledge of the type described in subsection 7.01(c) of the Indenture of any default of the Issuer in complying with the provisions of this Section 2.01maintain such Security Interests.

Recording, Etc. (a1) The Issuer intends Company and the Guarantors, if any, will cause, at their own expense, the Security Interest granted pursuant to this Indenture in favor of the Indenture Trustee to be prior to all other liens in respect of the Collateral. Subject to Section 2.02Documents, the Issuer will take all actions necessary to maintain a perfected lien on and Security Interest in the Collateral in favor of the Indenture Trustee. (b) The Issuer shall cause each item of the Collateral to be Delivered, and the Indenture Trustee shall hold each item of the Collateral as Delivered, separate and apart from all other property held by the Indenture Trustee. To the extent that such of the Collateral as constitutes a deposit account is maintained with The Bank of New York Mellon, The Bank of New York Mellon hereby makes the agreements required under the UCC in order for such deposit account to be Delivered. Notwithstanding any other provision of this Indenture or any Indenture Supplement, the Indenture Trustee shall not hold any part of the Collateral through an agent or nominee except as expressly permitted by this subsection 2.01(b). (c) The Issuer will from time to time execute, authorize and deliver all such supplements and amendments hereto and all such financing statements, amendments thereto, instruments of further assurance and other instruments, all as prepared by the Issuer, and will take such other action necessary or advisable to: (i) grant the Security Interest more effectively in all or any portion of the Collateral; (ii) maintain or preserve the Security Interest (and the priority thereof) created by this Indenture or carry out more effectively the purposes hereof; (iii) perfect, publish notice of or protect the validity of any grant made or to be made by this Indenture; (iv) enforce the Receivables, any Collateral Certificates, any Derivative Agreements, any Supplemental Credit Enhancement Agreements and any Supplemental Liquidity Agreements and each other instrument or agreement designated for inclusion in the Collateral; (v) preserve and defend title to the Collateral and the rights of the Indenture Trustee in the Collateral against the claims of all persons and parties; or (vi) pay all taxes or assessments levied or assessed upon the Collateral when due. (d) The Issuer will from time to time promptly pay and discharge all UCC recording and filing fees, charges and taxes relating to this Indenture, any amendments hereto and any other instruments of further assurance. (e) Without limiting the generality of subsection 2.01(b) or (c): (i) The Issuer will cause this IndentureCollateral Agency Agreement, all amendments and supplements hereto and all financing statements as applicable, and all amendments to such financing statements and any other necessary documents covering the Indenture Trustee’s right, title and interest in and to the Collateral or supplements thereto or notices or acknowledgments thereof to be promptly registered, recorded and filed or re-recorded, registered and filedrefiled, and at all times to be kept recorded, registered and filed, all renewed or acknowledged in such manner and in such places place or places, if any, as may be required by law in order fully to preserve and protect the right, title and interest Liens created by the Security Documents on all parts of the Indenture Trustee in Collateral and to all property comprising effectuate and preserve the Collateral. Security Interest of the Holders, the Trustee or the Collateral Agent, as applicable. (2) The Issuer will deliver Company shall furnish or cause to be furnished to the Indenture Trustee: (a) at the time of execution and delivery of this Indenture, Opinion(s) of Counsel substantially in the form of the Opinion of Counsel delivered on the Issue Date to the Initial Purchaser of the Notes (or the Trustee shall be permitted to rely on such Opinion(s) of Counsel); and (b) the Company shall furnish to the Trustee, promptly but in no event later than 30 days after the execution and delivery of this Indenture, Opinion(s) of Counsel required by TIA ss. 314(b)(1) and thereafter Opinion(s) of Counsel required by TIA ss. 314(b)(2). (3) The Company and the Guarantors, if any, agree to record and file-stamped copies of, at its or filing receipts fortheir own expense, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Issuer hereby authorizes the filing of financing statements (and amendments of financing statementscontinuation statements when applicable) that name the Issuer as debtor and the Indenture Trustee as secured party and that cover all personal property of the Issuer. The Issuer also hereby ratifies the filing of any such financing statements (or amendments of financing statements) that were filed prior with respect to the execution hereof. (ii) The Issuer shall not change its name Collateral now existing or its type or jurisdiction hereafter created meeting the requirements of organization unless it has first (A) made all filings and taken all actions in all relevant jurisdictions under the applicable UCC and other applicable law as are necessary to continue in such manner and maintain the first priority perfected Security Interest of the Indenture Trustee in the Collateral, and (B) delivered to the Indenture Trustee an Opinion of Counsel to the effect that all necessary filings have been made under the applicable UCC in all relevant such jurisdictions as are necessary to continue perfect, and maintain the first priority perfected Security Interest perfection of, the Lien, and deliver a file stamped copy of each such financing statement or other evidence of filing to the Indenture Trustee and, if applicable, the Collateral Agent, promptly. Neither the Trustee nor the Collateral Agent shall be under any obligation whatsoever to file such financing or contamination statements or to make any other filing under the UCC in the Collateral. The duty of the Indenture Trustee to execute or authorize any instrument required pursuant to this Section 2.01 will arise only if the Indenture Trustee has actual knowledge of the type described in subsection 7.01(c) of the Indenture of any default of the Issuer in complying with the provisions of this Section 2.01connection therewith.

Recording, Etc. (a) The Issuer intends the Security Interest granted pursuant to this Indenture in favor of the Indenture Trustee to be prior to all other liens in respect of the Collateral. Subject to Section 2.0213.03, the Issuer will shall take all actions necessary to obtain and maintain a perfected lien on and Security Interest security interest in the Collateral in favor of the Indenture Trustee. (b) . The Issuer shall cause each item of the Collateral to be Delivered, and the Indenture Trustee shall hold each item of the Collateral as Delivered, separate and apart from all other property held by the Indenture Trustee. To the extent that such of the Collateral as constitutes a deposit account is maintained with The Bank of New York Mellon, The Bank of New York Mellon hereby makes the agreements required under the UCC in order for such deposit account to be Delivered. Notwithstanding any other provision of this Indenture or any Indenture Supplement, the Indenture Trustee shall not hold any part of the Collateral through an agent or nominee except as expressly permitted by this subsection 2.01(b). (c) The Issuer will from time to time execute, execute or authorize and deliver all such supplements and amendments hereto and all such financing statements, amendments theretocontinuation statements, instruments of further assurance and other instruments, all as prepared by the Issuer, and will shall take such other action necessary or advisable to: (i) grant the a Security Interest more effectively in all or any portion of the Collateral; (ii) maintain or preserve the Security Interest (and the priority thereof) created by this Indenture or carry out more effectively the purposes hereof; (iii) perfect, publish notice of or protect the validity of any grant made or to be made by this Indenture; (iv) enforce the Receivables, any Collateral Certificates, any Derivative Agreements, any Supplemental Credit Enhancement Agreements and any Supplemental Liquidity Agreements and each other instrument or agreement designated for inclusion included in the Collateral; (v) preserve and defend title to the Collateral and the rights of the Indenture Trustee in the such Collateral against the claims of all persons and parties; or (vi) pay all taxes or assessments levied or assessed upon the Collateral when due. (db) The Issuer will shall from time to time promptly pay and discharge all UCC financing and continuation statement recording and and/or filing fees, charges and taxes relating to this Indenture, any amendments hereto thereto and any other instruments of further assurance. The Issuer hereby designates the Indenture Trustee its agent and attorney- in-fact to execute upon the Issuer's failure to do so, any financing statement, continuation statement or other instrument required by the Indenture Trustee pursuant to this Section. (ec) Without limiting the generality of subsection 2.01(bclauses (a)(ii) or (ca)(iii): (i) The Issuer will cause this Indenture, all amendments and supplements hereto and all financing statements and all amendments to such financing statements and any other necessary documents covering the Indenture Trustee’s right, title and interest in and to the Collateral to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Indenture Trustee in and to all property comprising the Collateral. The Issuer will deliver to the Indenture Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Issuer hereby authorizes the filing of financing statements (and amendments of financing statements) that name the Issuer as debtor and the Indenture Trustee as secured party and that cover all personal property of the Issuer. The Issuer also hereby ratifies the filing of any such financing statements (or amendments of financing statements) that were filed prior to the execution hereof. (ii) The Issuer shall not change its name or its type or jurisdiction of organization unless it has first (A) made all filings and taken all actions in all relevant jurisdictions under the applicable UCC and other applicable law as are necessary to continue and maintain the first priority perfected Security Interest of the Indenture Trustee in the Collateral, and (B) delivered to the Indenture Trustee an Opinion of Counsel to the effect that all necessary filings have been made under the applicable UCC in all relevant jurisdictions as are necessary to continue and maintain the first priority perfected Security Interest of the Indenture Trustee in the Collateral. The duty of the Indenture Trustee to execute or authorize any instrument required pursuant to this Section 2.01 will arise only if the Indenture Trustee has actual knowledge of the type described in subsection 7.01(c) of the Indenture of any default of the Issuer in complying with the provisions of this Section 2.01.

Recording, Etc. (a) The Issuer intends Company and the Guarantors shall take or cause to be taken all action required or desirable to be taken by the Company or such Guarantor to maintain and perfect the Lien on the Collateral granted by the Security Interest granted pursuant Documents, to this Indenture in favor of the Indenture Trustee to be prior to all other liens in respect of the Collateral. Subject to Section 2.02, the Issuer will take all actions necessary to maintain a perfected lien on and Security Interest in the Collateral in favor of the Indenture Trustee. (b) The Issuer shall cause each item of the Collateral to be Delivered, and the Indenture Trustee shall hold each item of the Collateral as Delivered, separate and apart from all other property held by the Indenture Trustee. To the extent that such of the Collateral as constitutes a deposit account is maintained with The Bank of New York Mellonrequired thereby, The Bank of New York Mellon hereby makes the agreements required under the UCC in order for such deposit account to be Delivered. Notwithstanding any other provision of this Indenture or any Indenture Supplementincluding, the Indenture Trustee shall but not hold any part of the Collateral through an agent or nominee except as expressly permitted by this subsection 2.01(b). (c) The Issuer will from time to time executelimited to, authorize and deliver causing all such supplements and amendments hereto and all such financing statements, amendments theretoany mortgage or deed of trust, instruments of further assurance and other instruments, all as prepared by the Issuer, and will take such other action necessary or advisable to: (i) grant the Security Interest more effectively in all Documents (or any portion of the Collateral; (ii) maintain or preserve the Security Interest (and the priority a short form version thereof) created by this Indenture or carry out more effectively the purposes hereof; (iii) perfect), publish notice of or protect the validity of any grant made or to be made by this Indenture; (iv) enforce the Receivables, any Collateral Certificates, any Derivative Agreements, any Supplemental Credit Enhancement Agreements and any Supplemental Liquidity Agreements and each other instrument or agreement designated for inclusion in the Collateral; (v) preserve and defend title to the Collateral and the rights of the Indenture Trustee in the Collateral against the claims of all persons and parties; or (vi) pay all taxes or assessments levied or assessed upon the Collateral when due. (d) The Issuer will from time to time promptly pay and discharge all UCC recording and filing fees, charges and taxes relating to this Indenture, any amendments hereto and any other instruments of further assurance. (e) Without limiting the generality of subsection 2.01(b) or (c): (i) The Issuer will cause this Indenture, all amendments including, without limitation, continuation statements covering security interests in personal property to be executed and supplements hereto and all financing statements and all amendments to such financing statements and any other necessary documents covering the Indenture Trustee’s right, title and interest in and delivered to the Notes Collateral Agent to be promptly recorded, registered and filed, and at all times to be kept recorded, registered recorded and filedwill execute and cause to be filed such financing statements and cause to be issued and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve and protect maintain the right, title and interest perfection of the Holders’ and the Trustee’s rights under this Indenture Trustee in and the Security Documents to all property comprising the Collateral. The Issuer Without limiting the generality of the foregoing, the Company will cause each new Guarantor that becomes a Guarantor after the Issue Date pursuant to Sections 4.15 and 4.20 hereof to execute and deliver to the Indenture Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Issuer hereby authorizes the filing of financing statements (and amendments of financing statements) that name the Issuer as debtor Notes Collateral Agent and the Indenture Trustee at such time as secured party such Guarantor becomes a Guarantor and that cover all personal owns, possesses or acquires any property or assets of the Issuer. The Issuer also hereby ratifies the filing of any such financing statements type or nature that would constitute Collateral (or amendments of financing statementsi) that were filed prior a counterpart to the execution hereofSecurity Agreement and such other documents as required by the Security Agreement and the Intercreditor Agreement and (ii) any other Security Documents as shall be necessary or reasonably requested by the Notes Collateral Agent in order to grant and perfect the Lien on the Collateral of such Guarantor. (iib) The Issuer Company shall not change its name furnish or its type cause to be furnished to the Trustee: (1) at the time of execution and delivery of this Indenture, Opinions of Counsel delivered on the Issue Date with respect to Collateral substantially to the effect that, in the opinion of such counsel, each Security Document and all other instruments of further assurance or jurisdiction of organization unless it has first (A) made all filings and taken all actions in all relevant jurisdictions under assignment have been properly recorded, or filed to the applicable UCC and other applicable law as are extent necessary to continue and maintain perfect or create the first priority perfected security interests created by each such Security Interest Document, to the extent that perfection of such security interests is required by the Indenture Trustee in the CollateralSecurity Documents, and (B) delivered reciting the details of such action, and stating that as to the Indenture Trustee security interests created pursuant to each such Security Document, such recordings, registrations and filings are the only recordings, registrations and filings necessary to give notice thereof (other than as stated in such opinion); (2) within 30 days after August 15 of each year beginning with August 15, 2010, an Opinion of Counsel dated as of such date either (i) to the effect that that, in the opinion of such counsel, such action has been taken with respect to the recordings, registrations, filings, re-recordings, re-registrations and refilings of all necessary filings have been made under the applicable UCC in all relevant jurisdictions instruments of further assurance as are is necessary to continue and maintain the first priority perfected Security Interest validity, enforceability and perfection of the Indenture Trustee security interests of each of the Security Documents, to the extent that perfection of such security interests is required by the Security Documents, and reciting with respect to such security interests the details of such action (or to the extent that further action is required to be taken within the next twelve months, details of such further action) or referencing prior Opinions of Counsel in which such details are given, or (ii) if perfection of such security interests is required by the Security Documents, to the effect that, in the Collateral. The duty opinion of the Indenture Trustee such counsel, no additional action is necessary to execute or authorize any instrument required pursuant to this Section 2.01 will arise only if the Indenture Trustee has actual knowledge maintain perfection of the type described in subsection 7.01(c) of the Indenture of any default of the Issuer in complying with the provisions of this Section 2.01such security interests.

Recording, Etc. (a) The Issuer intends Company and its Domestic Subsidiaries shall take or cause to be taken all action required or desirable to be taken by the Company or such Domestic Subsidiary to maintain and perfect the Note Lien on the Collateral granted by the Security Interest granted pursuant Documents, to this Indenture in favor of the Indenture Trustee to be prior to all other liens in respect of the Collateral. Subject to Section 2.02, the Issuer will take all actions necessary to maintain a perfected lien on and Security Interest in the Collateral in favor of the Indenture Trustee. (b) The Issuer shall cause each item of the Collateral to be Delivered, and the Indenture Trustee shall hold each item of the Collateral as Delivered, separate and apart from all other property held by the Indenture Trustee. To the extent that such of the Collateral as constitutes a deposit account is maintained with The Bank of New York Mellonrequired thereby, The Bank of New York Mellon hereby makes the agreements required under the UCC in order for such deposit account to be Delivered. Notwithstanding any other provision of this Indenture or any Indenture Supplementincluding, the Indenture Trustee shall but not hold any part of the Collateral through an agent or nominee except as expressly permitted by this subsection 2.01(b). (c) The Issuer will from time to time executelimited to, authorize and deliver causing all such supplements and amendments hereto and all such financing statements, amendments theretoany mortgage or deed of trust, instruments of further assurance and other instruments, all as prepared by the Issuer, and will take such other action necessary or advisable to: (i) grant the Security Interest more effectively in all Documents (or any portion of the Collateral; (ii) maintain or preserve the Security Interest (and the priority a short form version thereof) created by this Indenture or carry out more effectively the purposes hereof; (iii) perfect), publish notice of or protect the validity of any grant made or to be made by this Indenture; (iv) enforce the Receivables, any Collateral Certificates, any Derivative Agreements, any Supplemental Credit Enhancement Agreements and any Supplemental Liquidity Agreements and each other instrument or agreement designated for inclusion in the Collateral; (v) preserve and defend title to the Collateral and the rights of the Indenture Trustee in the Collateral against the claims of all persons and parties; or (vi) pay all taxes or assessments levied or assessed upon the Collateral when due. (d) The Issuer will from time to time promptly pay and discharge all UCC recording and filing fees, charges and taxes relating to this Indenture, any amendments hereto and any other instruments of further assurance. (e) Without limiting the generality of subsection 2.01(b) or (c): (i) The Issuer will cause this Indenture, all amendments and supplements hereto and all financing including, without limitation, continuation statements and all amendments to such financing statements and any other necessary documents covering the Indenture Trustee’s right, title and interest security interests in and to the Collateral personal property to be executed and promptly recorded, registered registered, filed and fileddelivered to the Trustee, and at all times to be kept recorded, registered recorded and filedwill execute and cause to be filed such financing statements and cause to be issued and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve and protect maintain the right, title and interest perfection of the Holders’ and the Trustee’s rights under this Indenture Trustee in and the Security Documents to all property comprising the Collateral. The Issuer will deliver Notwithstanding the foregoing, to the extent the Bank Lenders do not require the Company or the Domestic Subsidiaries to maintain or perfect a Lien in certain Collateral, the Holders shall not require the Company or the Domestic Subsidiaries to maintain or perfect a Note Lien on such Collateral. The Company shall from time to time promptly pay and discharge all mortgage and financing and continuation statement recording and/or filing fees, charges and taxes relating to this Indenture Trustee file-stamped copies of, or filing receipts forand the Security Documents, any document recordedamendments thereto and any other instruments of further assurance. Notwithstanding the foregoing, registered the Trustee shall not have any duty or filed as provided above, as soon as available following obligation to ascertain whether any such recording, registration or filingtaxes are required to be paid at any time. The Issuer hereby authorizes This paragraph (a) is subject to the filing of financing statements (and amendments of financing statements) that name the Issuer as debtor and the Indenture Trustee as secured party and that cover all personal property provisions of the Issuer. The Issuer also hereby ratifies the filing of any such financing statements (or amendments of financing statements) that were filed prior to the execution hereofSecurity Agreement. (iib) The Issuer Company shall not change its name furnish or its type cause to be furnished to the Trustee: (1) at the time of execution and delivery of this Indenture, a reliance letter with respect to Opinions of Counsel delivered on the Issue Date to the Initial Purchasers with respect to UCC Collateral; (2) in the case of Real Estate, as promptly as practicable after the Issue Date and in any event within 120 days after the Issue Date, Opinion(s) of Counsel either (a) substantially to the effect that, in the opinion of such counsel, each Security Document and all other instruments of further assurance or jurisdiction assignment have been properly recorded, or filed to the extent necessary to perfect or create the security interests created by each such Security Document, to the extent that perfection of organization unless it has first (A) made all such security interests is required by the Security Documents, and reciting the details of such action, and stating that as to the security interests created pursuant to each such Security Document, such recordings, registrations and filings are the only recordings, registrations and taken all actions in all relevant jurisdictions under the applicable UCC filings necessary to give notice thereof and other applicable law as that no re-recordings, re-registrations or refilings are necessary to continue and maintain such notice (other than as stated in such opinion), or (b) if perfection of such security interests is required by the first priority perfected Security Interest of Documents, to the Indenture Trustee effect that, in the Collateralopinion of such counsel, and no such action is necessary to perfect such security interests; and (B3) delivered to within 120 days after the Indenture Trustee end of any fiscal year, an Opinion of Counsel dated as of such date either (a) to the effect that that, in the opinion of such counsel, such action has been taken with respect to the recordings, registrations, filings, re-recordings, re-registrations and refilings of all necessary filings have been made under the applicable UCC in all relevant jurisdictions instruments of further assurance as are is necessary to continue and maintain the first priority perfected Security Interest validity, enforceability and perfection of the Indenture Trustee security interests of each of the Security Documents, to the extent that perfection of such security interests is required by the Security Documents, and reciting with respect to such security interests the details of such action (or to the extent that further action is required to be taken within the next twelve months, details of such further action) or referencing prior Opinions of Counsel in which such details are given, or (b) if perfection of such security interests is required by the Security Documents, to the effect that, in the Collateral. The duty opinion of the Indenture Trustee such counsel, no such action is necessary to execute or authorize any instrument required pursuant to this Section 2.01 will arise only if the Indenture Trustee has actual knowledge of the type described in subsection 7.01(c) of the Indenture of any default of the Issuer in complying with the provisions of this Section 2.01maintain such security interests.

Recording, Etc. (a) The Issuer intends and the Vessel Guarantors shall take or cause to be taken, within the time period permitted in this Indenture or the Security Interest granted pursuant Documents, all action reasonably necessary or required to this Indenture in favor of perfect, maintain, preserve and protect the Indenture Trustee to be prior to all other liens in respect of the Collateral. Subject to Section 2.02, the Issuer will take all actions necessary to maintain a perfected lien on and Security Interest Interests in the Collateral in favor granted by the Security Documents, including, but not limited to, causing all financing statements (it being understood that, as of the Indenture Trustee. (b) The Issuer shall cause each item Issue Date, no financing statements are necessary or required to be filed in any state of the Collateral United States or the District of Columbia to be Delivered, and the Indenture Trustee shall hold each item of the Collateral as Delivered, separate and apart from all other property held by the Indenture Trustee. To the extent that such of the Collateral as constitutes a deposit account is maintained with The Bank of New York Mellon, The Bank of New York Mellon hereby makes the agreements required under the UCC in order for such deposit account to be Delivered. Notwithstanding any other provision of this Indenture or any Indenture Supplement, the Indenture Trustee shall not hold any part of the Collateral through an agent or nominee except as expressly permitted by this subsection 2.01(b). (c) The Issuer will from time to time execute, authorize and deliver all such supplements and amendments hereto and all such financing statements, amendments thereto, instruments of further assurance and other instruments, all as prepared by the Issuer, and will take such other action necessary or advisable to: (i) grant perfect the Security Interest more effectively in all or any portion of the Collateral; (ii) maintain or preserve the Security Interest (and the priority thereof) created by this Indenture or carry out more effectively the purposes hereof; (iii) perfect, publish notice of or protect the validity of any grant made or to be made by this Indenture; (iv) enforce the Receivables, any Collateral Certificates, any Derivative Agreements, any Supplemental Credit Enhancement Agreements and any Supplemental Liquidity Agreements and each other instrument or agreement designated for inclusion in the Collateral; (v) preserve and defend title to the Collateral and the rights of the Indenture Trustee Interests in the Collateral against (as in existence on the claims of all persons Issue Date) granted by the Security Documents) and parties; or (vi) pay all taxes or assessments levied or assessed upon the Collateral when due. (d) The Issuer will from time to time promptly pay and discharge all UCC recording and filing fees, charges and taxes relating to this Indenture, any amendments hereto and any other instruments of further assurance. (e) Without limiting the generality of subsection 2.01(b) or (c): (i) The Issuer will cause this Indenture, all amendments and supplements hereto and all financing including, without limitation, continuation statements and all amendments to such financing statements and any other necessary documents covering the Indenture Trustee’s right, title and interest security interests in and to the Collateral personal property to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, and shall execute and file such financing statements and cause to be issued and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest rights of the Holders, the Trustee and the Security Agent under this Indenture Trustee in and the Security Documents to all property comprising the Collateral. The Issuer will deliver to the Indenture Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Issuer hereby authorizes the filing of financing statements (and amendments of financing statements) that name the Issuer as debtor and the Indenture Trustee as secured party and that cover all personal property of the Issuer. The Issuer also hereby ratifies the filing of any such financing statements (or amendments of financing statements) that were filed prior to the execution hereof. (iib) The Issuer and the Vessel Guarantors shall from time to time, within the time period permitted in this Indenture or the Security Documents, promptly pay and discharge all mortgage and financing and continuation statement recording and/or filing fees, charges and taxes relating to this Indenture and the Security Documents, any amendments thereto and any other instruments of further assurance. (c) The Issuer shall not change its name or its type or jurisdiction of organization unless it has first (A) made all filings and taken all actions in all relevant jurisdictions under the applicable UCC and other applicable law as are necessary to continue and maintain the first priority perfected Security Interest of the Indenture Trustee in the Collateral, and (B) delivered furnish to the Indenture Trustee an Opinion and Security Agent (i) at the time of execution and delivery of this Indenture, Opinion(s) of Counsel to the effect that that, in the opinion of such counsel, this Indenture and the grant of a Security Interest in the Collateral intended to be made by each Security Document (other than the ship mortgages) and all necessary filings other instruments of further assurance or assignment have been made under properly recorded and filed to the applicable UCC in all relevant jurisdictions as are extent necessary to continue perfect the Security Interests created by each such Security Document and maintain reciting the first priority perfected details of such action; and (ii) within 30 calendar days of the Issue Date, Opinions of Counsel to the effect that, in the opinion of such counsel, the grant of a Security Interest of the Indenture Trustee in the CollateralCollateral intended to be made by each ship mortgage over each Existing Mortgaged Vessel and all other instruments of further assurance or assignment have been properly recorded and filed to the extent necessary to perfect the Security Interests created by each such Security Document and reciting the details of such action. The duty For the avoidance of the Indenture Trustee to execute or authorize any instrument required pursuant to this Section 2.01 will arise only if the Indenture Trustee has actual knowledge of the type described in subsection 7.01(cdoubt, such Opinion(s) of the Indenture Counsel may contain qualifications and assumptions in respect of any default of the Issuer acknowledgements that are not required to be delivered in complying accordance with the provisions of this Section 2.0111.09, in addition to customary assumptions and qualifications.

Recording, Etc. (a) The Issuer intends the Security Interest granted pursuant to this Indenture in favor of the Indenture Trustee to be prior to all other liens in respect of the Collateral. Subject to Section 2.02, the Issuer will take all actions necessary to maintain a perfected lien on and Security Interest in the Collateral in favor of the Indenture Trustee. (b) The Issuer shall cause each item of the Collateral to be Delivered, and the Indenture Trustee shall hold each item of the Collateral as Delivered, separate and apart from all other property held by the Indenture Trustee. To the extent that such of the Collateral as constitutes a deposit account is maintained with The Bank of New York MellonYork, The Bank of New York Mellon hereby makes the agreements required under the UCC in order for such deposit account to be Delivered. Notwithstanding any other provision of this Indenture or any Indenture Supplement, the Indenture Trustee shall not hold any part of the Collateral through an agent or nominee except as expressly permitted by this subsection 2.01(b). (c) The Issuer will from time to time execute, authorize and deliver all such supplements and amendments hereto and all such financing statements, amendments thereto, instruments of further assurance and other instruments, all as prepared by the Issuer, and will take such other action necessary or advisable to: (i) grant the Security Interest more effectively in all or any portion of the Collateral; (ii) maintain or preserve the Security Interest (and the priority thereof) created by this Indenture or carry out more effectively the purposes hereof; (iii) perfect, publish notice of or protect the validity of any grant made or to be made by this Indenture; (iv) enforce the Receivables, any Collateral Certificates, any Derivative Agreements, any Supplemental Credit Enhancement Agreements and any Supplemental Liquidity Agreements and each other instrument or agreement designated for inclusion in the Collateral; (v) preserve and defend title to the Collateral and the rights of the Indenture Trustee in the Collateral against the claims of all persons and parties; or (vi) pay all taxes or assessments levied or assessed upon the Collateral when due. (d) The Issuer will from time to time promptly pay and discharge all UCC recording and filing fees, charges and taxes relating to this Indenture, any amendments hereto and any other instruments of further assurance. (e) Without limiting the generality of subsection 2.01(bclause (a)(ii) or (ca)(iii): (i) The Issuer will cause this Indenture, all amendments and supplements hereto and all financing statements and all amendments to such financing statements and any other necessary documents covering the Indenture Trustee’s right, title and interest in and to the Collateral to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Indenture Trustee in and to all property comprising the Collateral. The Issuer will deliver to the Indenture Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Issuer hereby authorizes the filing of financing statements (and amendments of financing statements) that name the Issuer as debtor and the Indenture Trustee as secured party and that cover all personal property of the Issuer. The Issuer also hereby ratifies the filing of any such financing statements (or amendments of financing statements) that were filed prior to the execution hereof. (ii) The Issuer shall not change its name or its type or jurisdiction of organization unless it has first (A) made all filings and taken all actions in all relevant jurisdictions under the applicable UCC and other applicable law as are necessary to continue and maintain the first priority perfected Security Interest of the Indenture Trustee in the Collateral, and (B) delivered to the Indenture Trustee an Opinion of Counsel to the effect that all necessary filings have been made under the applicable UCC in all relevant jurisdictions as are necessary to continue and maintain the first priority perfected Security Interest of the Indenture Trustee in the Collateral. The duty of the Indenture Trustee to execute or authorize any instrument required pursuant to this Section 2.01 will arise only if the Indenture Trustee has actual knowledge of the type described in subsection 7.01(c) of the Indenture of any default of the Issuer in complying with the provisions of this Section 2.01.

Recording, Etc. (a) The Issuer intends the Security Interest granted pursuant to this Indenture Asset Pool 1 Supplement in favor of the Indenture Trustee to be prior to all other liens in respect of the Collateral. Subject to Section 2.022.3, the Issuer will take all actions necessary to obtain and maintain a perfected lien on and Security Interest security interest in the Collateral in favor of the Indenture Trustee. (b) The Issuer shall cause each item of the Collateral to be Delivered, and the Indenture Trustee shall hold each item of the Collateral as Delivered, separate and apart from all other property held by the Indenture Trustee. To the extent that such of the Collateral as constitutes a deposit account is maintained with The Bank of New York Mellon, The Bank of New York Mellon hereby makes the agreements required under the UCC in order for such deposit account to be Delivered. Notwithstanding any other provision of this Indenture or any Indenture Supplement, the Indenture Trustee shall not hold any part of the Collateral through an agent or nominee except as expressly permitted by this subsection 2.01(b). (c) The Issuer will from time to time execute, authorize and deliver all such supplements and amendments hereto and all such financing statements, amendments thereto, instruments of further assurance and other instruments, all as prepared by the Issuer, and will take such other action necessary or advisable to: (i) grant the a Security Interest more effectively in all or any portion of the Collateral; (ii) maintain or preserve the Security Interest (and the priority thereof) created by this Indenture Asset Pool 1 Supplement or carry out more effectively the purposes hereof; (iii) perfect, publish notice of or protect the validity of any grant made or to be made by this IndentureAsset Pool 1 Supplement; (iv) enforce the Receivables, any COMT Collateral CertificatesCertificate, any Derivative Agreements, any Supplemental Credit Enhancement Agreements and any Supplemental Liquidity Agreements and each other instrument or agreement designated for inclusion in the Collateral; (v) preserve and defend title to the Collateral and the rights of the Indenture Trustee in the Collateral against the claims of all persons and parties; or (vi) pay all taxes or assessments levied or assessed upon the Collateral when due. (db) The Issuer will from time to time promptly pay and discharge all UCC recording and filing fees, charges and taxes relating to the Indenture, this IndentureAsset Pool Supplement, any amendments thereto or hereto and any other instruments of further assurance. (ec) Without limiting the generality of subsection 2.01(bclause (a)(ii) or (ca)(iii): (i) The Issuer will cause this IndentureAsset Pool 1 Supplement, all amendments and supplements hereto and all financing statements and all amendments to such financing statements thereto and any other necessary documents covering the Indenture Trustee’s 's right, title and interest in and to the Collateral to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Indenture Trustee in and to all property comprising the Collateral. The Issuer will deliver to the Indenture Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Issuer hereby authorizes the filing of financing statements (and amendments of financing statements) that name the Issuer as debtor and the Indenture Trustee as secured party and that cover all personal property of the Issuer. The Issuer also hereby ratifies the filing of any such financing statements (or amendments of financing statements) that were filed prior to the execution hereof. (ii) The Within 30 days after the Issuer shall not makes any change in its name name, identity or its type corporate structure which would make any financing statement or jurisdiction continuation statement filed in accordance with paragraph (d) seriously misleading within the meaning of organization unless it has first Section 9-506 (Aor any comparable provision) made all filings of the UCC, the Issuer will give the Indenture Trustee notice of any such change and taken all actions in all relevant jurisdictions under the applicable UCC and other applicable law will file such financing statements or amendments as are may be necessary to continue and maintain the first priority perfected Security Interest perfection of the Indenture Trustee Trustee's interest in the Collateral, and . (Bd) delivered to The Issuer will give the Indenture Trustee an Opinion prompt notice of Counsel to any relocation of its state of location, and any change in the effect that all necessary filings have been made under jurisdiction of its organization, and whether, as a result of such relocation or change, the applicable provision of the UCC in all relevant jurisdictions would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and will file such financing statements or amendments as are may be necessary to perfect or to continue and maintain the first priority perfected Security Interest perfection of the Indenture Trustee Trustee's security interest in the Collateral. The Issuer will at all times maintain its chief executive office within the United States. (e) The duty of the Indenture Trustee to execute or authorize any instrument required pursuant to this Section 2.01 will arise only if the Indenture Trustee has actual knowledge of the type described in subsection 7.01(cSection 601(c) of the Indenture of any default of the Issuer in complying with the provisions of this Section 2.01Section.

Recording, Etc. (a) The Issuer intends the Security Interest granted pursuant to this Indenture in favor of the Indenture Trustee to be prior to all other liens in respect of the Collateral. Subject to Section 2.021303, the Issuer will take all ------------ actions necessary to obtain and maintain a perfected lien on and Security Interest security interest in the Collateral in favor of the Indenture Trustee. (b) The Issuer shall cause each item of the Collateral to be Delivered, and the Indenture Trustee shall hold each item of the Collateral as Delivered, separate and apart from all other property held by the Indenture Trustee. To the extent that such of the Collateral as constitutes a deposit account is maintained with The Bank of New York Mellon, The Bank of New York Mellon hereby makes the agreements required under the UCC in order for such deposit account to be Delivered. Notwithstanding any other provision of this Indenture or any Indenture Supplement, the Indenture Trustee shall not hold any part of the Collateral through an agent or nominee except as expressly permitted by this subsection 2.01(b). (c) The Issuer will from time to time execute, authorize execute and deliver all such supplements and amendments hereto and all such financing statements, amendments theretocontinuation statements, instruments of further assurance and other instruments, all as prepared by the Issuer, and will take such other action necessary or advisable to: (i) grant the a Security Interest more effectively in all or any portion of the Collateral; (ii) maintain or preserve the Security Interest (and the priority thereof) created by this Indenture or carry out more effectively the purposes hereof; (iii) perfect, publish notice of or protect the validity of any grant made or to be made by this Indenture; (iv) enforce the ReceivablesCollateral Certificate, any Collateral Certificates, any the Derivative Agreements, any Supplemental Credit Enhancement Agreements and any Supplemental Liquidity Agreements and each other instrument or agreement designated for inclusion included in the Collateral; (v) preserve and defend title to the Collateral and the rights of the Indenture Trustee in the such Collateral against the claims of all persons and parties; or (vi) pay all taxes or assessments levied or assessed upon the Collateral when due. (db) The Issuer will from time to time promptly pay and discharge all UCC financing and continuation statement recording and and/or filing fees, charges and taxes relating to this Indenture, any amendments hereto thereto and any other instruments of further assurance. The Issuer hereby designates the Indenture Trustee its agent and attorney-in-fact to execute upon the Issuer's failure to do so, any financing statement, continuation statement or other instrument required by the Indenture Trustee pursuant to this Section. (ec) Without limiting the generality of subsection 2.01(bclauses (a)(ii) or (ca)(iii): (i) The Issuer will cause this Indenture, all amendments and supplements hereto and and/or all financing statements and all amendments to such financing continuation statements and any other necessary documents covering the Indenture Trustee’s Secured Parties' right, title and interest in and to the Collateral to be promptly recorded, registered and filed, and at all times to be kept kept, recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Indenture Trustee in and other Secured Parties to all property comprising the Collateral. The Issuer issuer will deliver to the Indenture Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Issuer hereby authorizes the filing of financing statements (and amendments of financing statements) that name the Issuer as debtor and the Indenture Trustee as secured party and that cover all personal property of the Issuer. The Issuer also hereby ratifies the filing of any such financing statements (or amendments of financing statements) that were filed prior to the execution hereof. (ii) The Within 30 days after the Issuer shall not makes any change in its name name, identity or its type corporate structure which would make any financing statement or jurisdiction continuation statement filed in accordance with paragraph (d)(i) seriously misleading within the meaning of organization unless it has first Section 9-402(7) (Aor any comparable provision) made all filings of the UCC, the Issuer will give the Indenture Trustee notice of any such change and taken all actions in all relevant jurisdictions under the applicable UCC and other applicable law will file such financing statements or amendments as are may be necessary to continue and maintain the first priority perfected Security Interest perfection of the Secured Parties' security interest in the Collateral. (d) The Issuer will give the Indenture Trustee in the Collateralprompt notice of any relocation of its principal executive office and whether, and (B) delivered to the Indenture Trustee an Opinion as a result of Counsel to the effect that all necessary filings have been made under such relocation, the applicable provision of the UCC in all relevant jurisdictions would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and will file such financing statements or amendments as are may be necessary to perfect or to continue and maintain the first priority perfected Security Interest perfection of the Indenture Trustee Secured Parties' security interest in the Collateral. The Issuer will at all times maintain its principal executive offices within the United States. (e) The duty of the Indenture Trustee to execute or authorize any instrument required pursuant to this Section 2.01 will arise only if the Indenture Trustee has actual knowledge of the type described in subsection 7.01(cSection 701(c) of the Indenture of any default of the Issuer -------------- in complying with the provisions of this Section 2.01Section.

Recording, Etc. (a) The Issuer intends the Security Interest --------------- granted pursuant to this Indenture in favor of the Indenture Trustee to be prior to all other liens in respect of the Collateral. Subject to Section 2.021303, the ------------ Issuer will take all actions necessary to obtain and maintain a perfected lien on and Security Interest security interest in the Collateral in favor of the Indenture Trustee. (b) The Issuer shall cause each item of the Collateral to be Delivered, and the Indenture Trustee shall hold each item of the Collateral as Delivered, separate and apart from all other property held by the Indenture Trustee. To the extent that such of the Collateral as constitutes a deposit account is maintained with The Bank of New York Mellon, The Bank of New York Mellon hereby makes the agreements required under the UCC in order for such deposit account to be Delivered. Notwithstanding any other provision of this Indenture or any Indenture Supplement, the Indenture Trustee shall not hold any part of the Collateral through an agent or nominee except as expressly permitted by this subsection 2.01(b). (c) The Issuer will from time to time execute, authorize execute and deliver all such supplements and amendments hereto and all such financing statements, amendments theretocontinuation statements, instruments of further assurance and other instruments, all as prepared by the Issuer, and will take such other action necessary or advisable to: (ia) grant the a Security Interest more effectively in all or any portion of the Collateral; (iib) maintain or preserve the Security Interest (and the priority thereof) created by this Indenture or carry out more effectively the purposes hereof; (iiic) perfect, publish notice of or protect the validity of any grant made or to be made by this Indenture; (ivd) enforce the ReceivablesCollateral Certificate, any Collateral Certificates, any the Derivative Agreements, any Supplemental Credit Enhancement Agreements and any Supplemental Liquidity Agreements and each other instrument or agreement designated for inclusion included in the Collateral; (ve) preserve and defend title to the Collateral and the rights of the Indenture Trustee in the such Collateral against the claims of all persons and parties; or (vif) pay all taxes or assessments levied or assessed upon the Collateral when due. (d) . The Issuer will from time to time promptly pay and discharge all UCC financing and continuation statement recording and and/or filing fees, charges and taxes relating to this Indenture, any amendments hereto thereto and any other instruments of further assurance. (e) Without limiting the generality of subsection 2.01(b) or (c): (i) The Issuer will cause this Indenture, all amendments and supplements hereto and all financing statements and all amendments to such financing statements and any other necessary documents covering the Indenture Trustee’s right, title and interest in and to the Collateral to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Indenture Trustee in and to all property comprising the Collateral. The Issuer will deliver to the Indenture Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Issuer hereby authorizes the filing of financing statements (and amendments of financing statements) that name the Issuer as debtor and designates the Indenture Trustee as secured party its agent and that cover all personal property of attorney-in-fact to execute upon the Issuer. The Issuer also hereby ratifies the filing of 's failure to do so, any such financing statements (statement, continuation statement or amendments of financing statements) that were filed prior to the execution hereof. (ii) The Issuer shall not change its name or its type or jurisdiction of organization unless it has first (A) made all filings and taken all actions in all relevant jurisdictions under the applicable UCC and other applicable law as are necessary to continue and maintain the first priority perfected Security Interest of instrument required by the Indenture Trustee in the Collateral, and (B) delivered pursuant to the Indenture Trustee an Opinion of Counsel to the effect that all necessary filings have been made under the applicable UCC in all relevant jurisdictions as are necessary to continue and maintain the first priority perfected Security Interest of the Indenture Trustee in the Collateralthis Section. The duty of the Indenture Trustee to execute or authorize any instrument required pursuant to this Section 2.01 will arise only if the Indenture Trustee has actual knowledge of the type described in subsection 7.01(cSection 701(c) of the Indenture of any -------------- default of the Issuer in complying with the provisions of this Section 2.01Section.

Recording, Etc. (a) The Issuer intends the Security Interest granted pursuant to Pledgors will cause, at their own expense, this Indenture in favor of the Indenture Trustee to be prior to all other liens in respect of the Collateral. Subject to Section 2.02, the Issuer will take all actions necessary to maintain a perfected lien on and Security Interest in the Collateral in favor of the Indenture Trustee. (b) The Issuer shall cause each item of the Collateral to be Delivered, and the Indenture Trustee shall hold each item of the Collateral as Delivered, separate and apart from all other property held by the Indenture Trustee. To the extent that such of the Collateral as constitutes a deposit account is maintained with The Bank of New York Mellon, The Bank of New York Mellon hereby makes the agreements required under the UCC in order for such deposit account to be Delivered. Notwithstanding any other provision of this Indenture or any Indenture Supplement, the Indenture Trustee shall not hold any part of the Collateral through an agent or nominee except as expressly permitted by this subsection 2.01(b). (c) The Issuer will from time to time execute, authorize and deliver all such supplements and amendments hereto and all such financing statements, amendments thereto, instruments of further assurance and other instruments, all as prepared by the Issuer, and will take such other action necessary or advisable to: (i) grant the Security Interest more effectively in all or any portion of the Collateral; (ii) maintain or preserve the Security Interest (and the priority thereof) created by this Indenture or carry out more effectively the purposes hereof; (iii) perfect, publish notice of or protect the validity of any grant made or to be made by this Indenture; (iv) enforce the Receivables, any Collateral Certificates, any Derivative Agreements, any Supplemental Credit Enhancement Agreements and any Supplemental Liquidity Agreements and each other instrument or agreement designated for inclusion in the Collateral; (v) preserve and defend title to the Collateral and the rights of the Indenture Trustee in the Collateral against the claims of all persons and parties; or (vi) pay all taxes or assessments levied or assessed upon the Collateral when due. (d) The Issuer will from time to time promptly pay and discharge all UCC recording and filing fees, charges and taxes relating to this Indenture, any amendments hereto and any other instruments of further assurance. (e) Without limiting the generality of subsection 2.01(b) or (c): (i) The Issuer will cause this Indenture, all amendments and supplements hereto and all financing statements and all amendments to such financing statements and any other necessary documents covering the Indenture Trustee’s right, title and interest in and to the Collateral or supplements hereto to be promptly registered, recorded and filed or re- registered, re-recorded, registered refiled and filed, and at all times to be kept recorded, registered and filed, all renewed in such manner and in such places place or places, if any, as may be required by law in order fully to preserve and protect the right, title security interests created under this Article XII in the Pledged Collateral and interest to effectuate and preserve the security therein of the Indenture Collateral Agent for the benefit of the Holders and the holders of any Permitted Lien Indebtedness and all rights of the Collateral Agent. The Company shall furnish to the Collateral Agent, the Trustee in (if the Collateral Agent is not then the Trustee) and to all property comprising the Collateral. The Issuer will deliver to appropriate agent(s) or other representative(s) of the holders of any Permitted Lien Indebtedness outstanding as of the applicable date specified below: (i) promptly after execution of this Indenture an Opinion of Counsel either stating that in the opinion of such counsel the Indenture Trustee file-stamped copies ofhas been properly recorded and filed so as to make effective the Liens intended to be created by this Article XII, and reciting the details of such action, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following stating that in the opinion of such recording, registration or filing. The Issuer hereby authorizes the filing of financing statements (and amendments of financing statements) that name the Issuer as debtor and the Indenture Trustee as secured party and that cover all personal property of the Issuer. The Issuer also hereby ratifies the filing of any counsel no such financing statements (or amendments of financing statements) that were filed prior action is necessary to the execution hereof.make such Liens effective; and (ii) The Issuer shall not change its name or its type or jurisdiction within thirty (30) days of organization unless it has first (A) made all filings and taken all actions in all relevant jurisdictions under the applicable UCC and other applicable law as are necessary to continue and maintain the first priority perfected Security Interest July 31 of the Indenture Trustee in the Collateraleach year, and (B) delivered to the Indenture Trustee commencing July 31, 1996, an Opinion of Counsel either stating that in the opinion of such counsel such action has been taken with respect to recording, filing, re-recording and refiling of this Indenture as is necessary to maintain the Liens intended to be created by this Article XII, and reciting the details of such action, or stating that in the opinion of such counsel no such action is necessary to maintain such Liens. The release of any Pledged Collateral from the terms hereof will not be deemed to impair the security under this Indenture or any instrument governing any Permitted Lien Indebtedness in contravention of the provisions hereof or thereof if and to the effect that all necessary filings have been made under extent the applicable UCC in all relevant jurisdictions as are necessary to continue and maintain the first priority perfected Security Interest of the Indenture Trustee in the Collateral. The duty of the Indenture Trustee to execute or authorize any instrument required Pledged Collateral is released pursuant to this Section 2.01 will arise only if the Indenture Trustee has actual knowledge of the type described in subsection 7.01(c) of the Indenture of any default of the Issuer in complying with the provisions of this Section 2.01Article XII or Article XIII of this Indenture. The Collateral Agent, the Trustee and each of the Holders acknowledge that a release of Pledged Collateral in accordance with the terms of this Article XII or Article XIII of this Indenture will not be deemed for any purpose to be an impairment of the security under this Indenture. To the extent applicable, the Pledgors shall cause TIA (S) 314(d) relating to the release of property or securities from the Lien created by this Article XII to be complied with. Any certificate or opinion required by TIA (S) 314(d) may be made by any Officer of the applicable Pledgor to the extent permitted by TIA (S) 314(d). SECTION 12.11.

Recording, Etc. (a) The Issuer intends the Security Interest granted pursuant to this Indenture in favor of the Indenture Trustee to be prior to all other liens in respect of the Collateral. Subject to Section 2.021303, the Issuer will take all actions necessary to obtain and maintain a perfected lien on and Security Interest security interest in the Collateral in favor of the Indenture Trustee. (b) The Issuer shall cause each item of the Collateral to be Delivered, and the Indenture Trustee shall hold each item of the Collateral as Delivered, separate and apart from all other property held by the Indenture Trustee. To the extent that such of the Collateral as constitutes a deposit account is maintained with The Bank of New York Mellon, The Bank of New York Mellon hereby makes the agreements required under the UCC in order for such deposit account to be Delivered. Notwithstanding any other provision of this Indenture or any Indenture Supplement, the Indenture Trustee shall not hold any part of the Collateral through an agent or nominee except as expressly permitted by this subsection 2.01(b). (c) The Issuer will from time to time execute, authorize execute and deliver all such supplements and amendments hereto and all such financing statements, amendments theretocontinuation statements, instruments of further assurance and other instruments, all as prepared by the Issuer, and will take such other action necessary or advisable to: (i) grant the a Security Interest more effectively in all or any portion of the Collateral; (ii) maintain or preserve the Security Interest (and the priority thereof) created by this Indenture or carry out more effectively the purposes hereof; (iii) perfect, publish notice of or protect the validity of any grant made or to be made by this Indenture; (iv) enforce the ReceivablesCollateral Certificate, any Collateral Certificates, any the Derivative Agreements, any Supplemental Credit Enhancement Agreements and any Supplemental Liquidity Agreements and each other instrument or agreement designated for inclusion included in the Collateral; (v) preserve and defend title to the Collateral and the rights of the Indenture Trustee in the such Collateral against the claims of all persons and parties; or (vi) pay all taxes or assessments levied or assessed upon the Collateral when due. (db) The Issuer will from time to time promptly pay and discharge all UCC financing and continuation statement recording and and/or filing fees, charges and taxes relating to this Indenture, any amendments hereto thereto and any other instruments of further assurance. The Issuer hereby designates the Indenture Trustee its agent and attorney- in-fact to execute upon the Issuer's failure to do so, any financing statement, continuation statement or other instrument required by the Indenture Trustee pursuant to this Section. (ec) Without limiting the generality of subsection 2.01(bclauses (a)(ii) or (ca)(iii): (i) The Issuer will cause this Indenture, all amendments and supplements hereto and and/or all financing statements and all amendments to such financing continuation statements and any other necessary documents covering the Indenture Trustee’s 's right, title and interest in and to the Collateral to be promptly recorded, registered and filed, and at all times to be kept kept, recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Indenture Trustee in and to all property comprising the Collateral. The Issuer will deliver to the Indenture Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Issuer hereby authorizes the filing of financing statements (and amendments of financing statements) that name the Issuer as debtor and the Indenture Trustee as secured party and that cover all personal property of the Issuer. The Issuer also hereby ratifies the filing of any such financing statements (or amendments of financing statements) that were filed prior to the execution hereof. (ii) The Within 30 days after the Issuer shall not makes any change in its name name, identity or its type corporate structure which would make any financing statement or jurisdiction continuation statement filed in accordance with paragraph (d)(i) seriously misleading within the meaning of organization unless it has first Section 9-507 or 9-508 (Aor any comparable provision) made all filings of the UCC, the Issuer will give the Indenture Trustee notice of any such change and taken all actions in all relevant jurisdictions under the applicable UCC and other applicable law will file such financing statements or amendments as are may be necessary to continue and maintain the first priority perfected Security Interest perfection of the Indenture Trustee Trustee's security interest in the Collateral, and . (Bd) delivered to The Issuer will give the Indenture Trustee an Opinion prompt notice of Counsel to any relocation of its chief executive office, place of business or State of location, and any change in the effect that all necessary filings have been made under jurisdiction of its organization, and whether, as a result of such relocation or change, the applicable provision of the UCC in all relevant jurisdictions would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and will file such financing statements or amendments as are may be necessary to perfect or to continue and maintain the first priority perfected Security Interest perfection of the Indenture Trustee Trustee's security interest in the Collateral. The Issuer will at all times maintain its chief executive office within the United States. (e) The duty of the Indenture Trustee to execute or authorize any instrument required pursuant to this Section 2.01 will arise only if the Indenture Trustee has actual knowledge of the type described in subsection 7.01(cSection 701(c) of the Indenture of any default of the Issuer in complying with the provisions of this Section 2.01Section.

Recording, Etc. (a) The Issuer intends the Security Interest granted pursuant to Pledgors will cause, at their own expense, this Indenture in favor of the Indenture Trustee to be prior to all other liens in respect of the Collateral. Subject to Section 2.02, the Issuer will take all actions necessary to maintain a perfected lien on and Security Interest in the Collateral in favor of the Indenture Trustee. (b) The Issuer shall cause each item of the Collateral to be Delivered, and the Indenture Trustee shall hold each item of the Collateral as Delivered, separate and apart from all other property held by the Indenture Trustee. To the extent that such of the Collateral as constitutes a deposit account is maintained with The Bank of New York Mellon, The Bank of New York Mellon hereby makes the agreements required under the UCC in order for such deposit account to be Delivered. Notwithstanding any other provision of this Indenture or any Indenture Supplement, the Indenture Trustee shall not hold any part of the Collateral through an agent or nominee except as expressly permitted by this subsection 2.01(b). (c) The Issuer will from time to time execute, authorize and deliver all such supplements and amendments hereto and all such financing statements, amendments thereto, instruments of further assurance and other instruments, all as prepared by the Issuer, and will take such other action necessary or advisable to: (i) grant the Security Interest more effectively in all or any portion of the Collateral; (ii) maintain or preserve the Security Interest (and the priority thereof) created by this Indenture or carry out more effectively the purposes hereof; (iii) perfect, publish notice of or protect the validity of any grant made or to be made by this Indenture; (iv) enforce the Receivables, any Collateral Certificates, any Derivative Agreements, any Supplemental Credit Enhancement Agreements and any Supplemental Liquidity Agreements and each other instrument or agreement designated for inclusion in the Collateral; (v) preserve and defend title to the Collateral and the rights of the Indenture Trustee in the Collateral against the claims of all persons and parties; or (vi) pay all taxes or assessments levied or assessed upon the Collateral when due. (d) The Issuer will from time to time promptly pay and discharge all UCC recording and filing fees, charges and taxes relating to this Indenture, any amendments hereto and any other instruments of further assurance. (e) Without limiting the generality of subsection 2.01(b) or (c): (i) The Issuer will cause this Indenture, all amendments and supplements hereto and all financing statements and all amendments to such financing statements and any other necessary documents covering the Indenture Trustee’s right, title and interest in and to the Collateral or supplements hereto to be promptly registered, recorded and filed or re-registered, re-recorded, registered refiled and filed, and at all times to be kept recorded, registered and filed, all renewed in such manner and in such places place or places, if any, as may be required by law in order fully to preserve and protect the right, title security interests created under this Article XII in the Pledged Collateral and interest to effectuate and preserve the security therein of the Indenture Collateral Agent for the benefit of the Holders and the holders of any Permitted Lien Indebtedness and all rights of the Collateral Agent. The Company shall furnish to the Collateral Agent, the Trustee in (if the Collateral Agent is not then the Trustee) and to all property comprising the Collateral. The Issuer will deliver to appropriate agent(s) or other representative(s) of the holders of any Permitted Lien Indebtedness outstanding as of the applicable date specified below: (i) promptly after execution of this Indenture an Opinion of Counsel either stating that in the opinion of such counsel the Indenture Trustee file-stamped copies ofhas been properly recorded and filed so as to make effective the Liens intended to be created by this Article XII, and reciting the details of such action, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following stating that in the opinion of such recording, registration or filing. The Issuer hereby authorizes the filing of financing statements (and amendments of financing statements) that name the Issuer as debtor and the Indenture Trustee as secured party and that cover all personal property of the Issuer. The Issuer also hereby ratifies the filing of any counsel no such financing statements (or amendments of financing statements) that were filed prior action is necessary to the execution hereof.make such Liens effective; and (ii) The Issuer shall not change its name or its type or jurisdiction within thirty (30) days of organization unless it has first (A) made all filings and taken all actions in all relevant jurisdictions under the applicable UCC and other applicable law as are necessary to continue and maintain the first priority perfected Security Interest July 31 of the Indenture Trustee in the Collateraleach year, and (B) delivered to the Indenture Trustee commencing July 31, 1996, an Opinion of Counsel either stating that in the opinion of such counsel such action has been taken with respect to recording, filing, re-recording and refiling of this Indenture as is necessary to maintain the Liens intended to be created by this Article XII, and reciting the details of such action, or stating that in the opinion of such counsel no such action is necessary to maintain such Liens. The release of any Pledged Collateral from the terms hereof will not be deemed to impair the security under this Indenture or any instrument governing any Permitted Lien Indebtedness in contravention of the provisions hereof or thereof if and to the effect that all necessary filings have been made under extent the applicable UCC in all relevant jurisdictions as are necessary to continue and maintain the first priority perfected Security Interest of the Indenture Trustee in the Collateral. The duty of the Indenture Trustee to execute or authorize any instrument required Pledged Collateral is released pursuant to this Section 2.01 will arise only if the Indenture Trustee has actual knowledge of the type described in subsection 7.01(c) of the Indenture of any default of the Issuer in complying with the provisions of this Section 2.01Article XII or Article XIII of this Indenture. The Collateral Agent, the Trustee and each of the Holders acknowledge that a release of Pledged Collateral in accordance with the terms of this Article XII or Article XIII of this Indenture will not be deemed for any purpose to be an impairment of the security under this Indenture. To the extent applicable, the Pledgors shall cause TIA (S) 314(d) relating to the release of property or securities from the Lien created by this Article XII to be complied with. Any certificate or opinion required by TIA (S) 314(d) may be made by any Officer of the applicable Pledgor to the extent permitted by TIA (S) 314(d).

Recording, Etc. (a) The Issuer intends the Security Interest granted pursuant to this Indenture in favor of the Indenture Trustee for the benefit of the Noteholders and the Trustee to be prior to all other liens in respect of the Collateral. Subject to Section 2.02, and the Issuer will take all actions necessary to maintain a perfected lien on obtain and Security Interest in the Collateral maintain, in favor of the Indenture Trustee. (b) The Issuer shall cause each item , for the benefit of the Collateral to be Delivered, Noteholders and the Indenture Trustee shall hold each item of Trustee, a first lien on and a first priority, perfected security interest in the Collateral as Delivered, separate and apart from all other property held by the Indenture TrusteeCollateral. To the extent that such of the Collateral as constitutes a deposit account is maintained with The Bank of New York Mellon, The Bank of New York Mellon hereby makes the agreements required under the UCC in order for such deposit account to be Delivered. Notwithstanding any other provision of this Indenture or any Indenture Supplement, the Indenture Trustee shall not hold any part of the Collateral through an agent or nominee except as expressly permitted by this subsection 2.01(b). (c) The Issuer will from time to time execute, authorize execute and deliver all such supplements and amendments hereto and all such financing statements, amendments theretocontinuation statements, instruments of further assurance and other instruments, all as prepared by the Managing Beneficiary and 122 delivered to the Issuer, and will take such other action necessary or advisable to: (ia) grant the a Security Interest more effectively in all or any portion of the Collateral; (iib) maintain or preserve the Security Interest (and the priority thereof) in favor of the Trustee for the benefit of the Noteholders, applicable counterparties to Derivative Agreements and the Trustee created by this Indenture or carry out more effectively the purposes hereof; (iiic) perfect, publish notice of or protect the validity of any grant made or to be made by this Indenture; (ivd) enforce the ReceivablesCollateral Certificate, any Collateral Certificates, any the Derivative Agreements, any Supplemental Credit Enhancement Agreements and any Supplemental Liquidity Agreements and each other instrument or agreement designated for inclusion included in the Collateral; (ve) preserve and defend title to the Collateral and the rights of the Indenture Trustee in the such Collateral against the claims of all persons and parties; or (vif) pay all taxes or assessments levied or assessed upon the Collateral when due. (d) . The Issuer will from time to time promptly pay and discharge all UCC financing and continuation statement recording and and/or filing fees, charges and taxes relating to this Indenture, any amendments hereto thereto and any other instruments of further assurance. (e) Without limiting the generality of subsection 2.01(b) or (c): (i) The Issuer will cause this Indenture, all amendments and supplements hereto and all financing statements and all amendments to such financing statements and any other necessary documents covering the Indenture Trustee’s right, title and interest in and to the Collateral to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Indenture Trustee in and to all property comprising the Collateral. The Issuer will deliver to the Indenture Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Issuer hereby authorizes designates the filing of Trustee its agent and attorney-in-fact to execute any financing statements (and amendments of financing statements) that name statement, continuation statement or other instrument prepared by the Issuer as debtor and the Indenture Trustee as secured party and that cover all personal property of the Issuer. The Issuer also hereby ratifies the filing of any such financing statements (or amendments of financing statements) that were filed prior to the execution hereof. (ii) The Issuer shall not change its name or its type or jurisdiction of organization unless it has first (A) made all filings and taken all actions in all relevant jurisdictions under the applicable UCC and other applicable law as are necessary to continue and maintain the first priority perfected Security Interest of the Indenture Trustee in the Collateral, and (B) delivered to the Indenture Trustee an Opinion of Counsel to the effect that all necessary filings have been made under the applicable UCC in all relevant jurisdictions as are necessary to continue and maintain the first priority perfected Security Interest of the Indenture Trustee in the Collateral. The duty of the Indenture Trustee to execute or authorize any instrument required pursuant to this Section 2.01 but such designation will arise only if not impose a duty upon the Indenture Trustee has actual knowledge of the type described in subsection 7.01(c) of the Indenture of any default of the Issuer in complying with the provisions of this Section 2.01to prepare such documents.