Common use of Creation, Perfection and Priority of Liens Clause in Contracts

Creation, Perfection and Priority of Liens. (i) The Security Agreements are effective to create in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, a legal, valid, binding and enforceable Lien, and (to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lien, and except to the extent Permitted Liens are expressly permitted herein to have priority) a first priority Lien, in the Collateral described therein as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, to the extent that a legal, valid, binding and enforceable Lien in such Collateral may be created under applicable law of the US and any states thereof, including the Uniform Commercial Code. In the case of any Pledged Intercompany Notes, when any such Pledged Intercompany Notes duly endorsed in blank (and any other actions, filings, registrations, or recordings that may be necessary under any applicable Non-US jurisdiction) are delivered to the Administrative Agent, the Lien created by the Security Agreements on such Pledged Intercompany Notes shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be. In the case of the Collateral described in the Security Agreements a security interest in which may be perfected by the filing of a financing statement under the Uniform Commercial Code, when Uniform Commercial Code financing statements in appropriate form are filed in the applicable filing offices, the Security Agreements shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral set forth in the filings, as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, prior and superior to the Lien of any other Person (except to the extent Permitted Liens are expressly permitted herein to have priority). (ii) The Pledge Agreements are effective to create in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, a legal, valid, binding and enforceable Lien, and, if applicable (and to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lien, and except to the extent Permitted Liens are expressly permitted herein to have priority), a first priority Lien, in the Collateral described therein as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, to the extent that a legal, valid, binding and enforceable Lien in such Collateral may be created under applicable law of the US and any states thereof, including the Uniform Commercial Code, or in any other applicable Non-US jurisdiction. In the case of any Pledged Equity Securities, when any stock certificates representing such Pledged Equity Securities, together with signed and undated stock powers (and any other actions, filings, registrations, or recordings that may be necessary under any applicable Non-US jurisdiction) are delivered to the Administrative Agent, the Lien created by the Pledge Agreements shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral, as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be. In the case of the Collateral described in the Pledge Agreements a security interest in which may be perfected by the filing of a financing statement under the Uniform Commercial Code, when Uniform Commercial Code financing statements in appropriate form are filed in the applicable filing offices, the Lien created by the Pledge Agreements shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Pledgors in such Collateral, as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be. (iii) The Intellectual Property Security Agreements are effective to create in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, a legal, valid, binding and enforceable first priority Lien (to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lien, and except to the extent Permitted Liens are expressly permitted herein to have priority) in the Collateral described therein as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, to the extent that a legal, valid, binding and enforceable security interest in such Collateral may be created (i) with regard to such Collateral registered in the US under applicable law of the US and any states thereof, including the Uniform Commercial Code and the United States Trademark Act of 1946, the United States Patent Act of 1972 and the United States Copyright Act of 1976, as applicable (the “US IP Collateral”) or (ii) with regard to such Collateral registered in Non-US jurisdictions under the law of such applicable Non-US jurisdiction. Upon the proper and timely filing of (i) the Intellectual Property Security Agreements (or the short form security documents attached thereto) in the appropriate indexes of the United States Patent and Trademark Office relative to patents and trademarks, and the United States Copyright Office relative to copyrights, together with provisions for payment of all requisite fees, (ii) Uniform Commercial Code financing statements in appropriate form for filing in the applicable filing offices, and/or (iii) any other actions, filings, registrations, or recordings that may be necessary under the laws of any applicable Non-US jurisdiction, together with the proper fees, the Lien created by the Intellectual Property Security Agreements shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the US IP Collateral described therein, as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, prior and superior to the Lien of any other Person (except to the extent Permitted Liens are expressly permitted herein to have priority). (iv) Each Mortgage is effective to create, as security for the obligations purported to be secured thereby, a valid and enforceable first mortgage Lien on the respective property described therein in favor of the Administrative Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Parties, superior and prior to the rights of all third Persons, subject to Permitted Liens that are expressly permitted herein to have priority.

Creation, Perfection and Priority of Liens. (i) The Security Agreements execution and delivery of the Collateral Documents by the Grantors, together with the actions taken on or prior to the date hereof pursuant to Sections 4.9, 9.7, 9.8 and 9.10, are effective to create in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, a legal, valid, binding and enforceable Lien, and (to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lien, and except to the extent Permitted Liens are expressly permitted herein to have priority) a first priority Lien, in the Collateral described therein as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, to the extent that a legal, valid, binding and enforceable Lien in such Collateral may be created under applicable law of the US and any states thereof, including the Uniform Commercial Code. In the case of any Pledged Intercompany Notes, when any such Pledged Intercompany Notes duly endorsed in blank (and any other actions, filings, registrations, or recordings that may be necessary under any applicable Non-US jurisdiction) are delivered to the Administrative Agent, the Lien created by the Security Agreements on such Pledged Intercompany Notes shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be. In the case of the Collateral described in the Security Agreements a security interest in which may be perfected by the filing of a financing statement under the Uniform Commercial Code, when Uniform Commercial Code financing statements in appropriate form are filed in the applicable filing offices, the Security Agreements shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral set forth in the filings, as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, prior and superior to the Lien of any other Person (except to the extent Permitted Liens are expressly permitted herein to have priority). (ii) The Pledge Agreements are effective to create in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, a legal, valid, binding and enforceable Lien, and, if applicable (and to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lien, and except to the extent Permitted Liens are expressly permitted herein to have priority), a first priority Lien, in the Collateral described therein as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, to the extent that a legal, valid, binding and enforceable Lien in such Collateral may be created under applicable law of the US and any states thereof, including the Uniform Commercial Code, or in any other applicable Non-US jurisdiction. In the case of any Pledged Equity Securities, when any stock certificates representing such Pledged Equity Securities, together with signed and undated stock powers (and any other actions, filings, registrations, or recordings that may be necessary under any applicable Non-US jurisdiction) are delivered to the Administrative Agent, the Lien created by the Pledge Agreements shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral, as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be. In the case of the Collateral described in the Pledge Agreements a security interest in which may be perfected by the filing of a financing statement under the Uniform Commercial Code, when Uniform Commercial Code financing statements in appropriate form are filed in the applicable filing offices, the Lien created by the Pledge Agreements shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Pledgors in such Collateral, as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be. (iii) The Intellectual Property Security Agreements are effective to create in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, a legal, valid, binding and enforceable first priority Lien (to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lien, and except to the extent Permitted Liens are expressly permitted herein to have priority) in the Collateral described therein as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, to the extent that a legal, valid, binding and enforceable security interest in such Collateral may be created (i) with regard to such Collateral registered in the US under applicable law of the US and any states thereof, including the Uniform Commercial Code and the United States Trademark Act of 1946, the United States Patent Act of 1972 and the United States Copyright Act of 1976, as applicable (the “US IP Collateral”) or (ii) with regard to such Collateral registered in Non-US jurisdictions under the law of such applicable Non-US jurisdiction. Upon the proper and timely filing of (i) the Intellectual Property Security Agreements (or the short form security documents attached thereto) in the appropriate indexes of the United States Patent and Trademark Office relative to patents and trademarks, and the United States Copyright Office relative to copyrights, together with provisions for payment of all requisite fees, (ii) Uniform Commercial Code financing statements in appropriate form for filing in the applicable filing offices, and/or (iii) any other actions, filings, registrations, or recordings that may be necessary under the laws of any applicable Non-US jurisdiction, together with the proper fees, the Lien created by the Intellectual Property Security Agreements shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the US IP Collateral described therein, as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, prior and superior to the Lien of any other Person (except to the extent Permitted Liens are expressly permitted herein to have priority). (iv) Each Mortgage is effective to create, as security for the obligations purported to be secured thereby, a valid and enforceable first mortgage Lien on the respective property described therein in favor of the Administrative Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Parties, superior as security for the Obligations, a valid First Priority Lien on all of the Collateral, and prior all filings and other actions necessary or desirable to perfect and maintain the perfection and First Priority status of such Liens have been duly made or taken and remain in full force and effect, other than (i) the filing of any UCC financing statements delivered to Collateral Agent for filing (but not yet filed) and the periodic filing of UCC continuation statements in respect of UCC or personal property search registry financing statements filed by or on behalf of Collateral Agent, (ii) in the case of the Debenture and the Share Charge, the filing of particulars of the charges created by the Irish Loan Parties pursuant thereto of the Irish Companies Registration Office, Dublin in accordance with the provisions of Section 99 of the Irish Companies Act of 1963 and (iii) in the case of the pledges of the Capital Stock, and the grants of security interests in the assets, of the Brazilian Loan Party and the Israeli Loan Party, the filings described on Schedule 9.16 and all necessary consents to the rights creation, effectiveness, priority and perfection of each such Lien have been obtained. Notwithstanding the foregoing, with respect to the grant of a Lien in favor of the Collateral Agent on the Capital Stock of any Non-Grantor Subsidiary, no Principal Company makes any representation as to whether such grant is effective under the Applicable Law of the jurisdiction of formation of such Non-Grantor Subsidiary to create in favor of Collateral Agent for the benefit of the Secured Parties, as security for the Obligations, a valid First Priority Lien on such Capital Stock, or whether all third Persons, subject filings and other actions necessary or desirable to Permitted Liens that are expressly permitted herein to perfect and maintain the perfection and First Priority status of such Lien under the Applicable Law of the jurisdiction of formation of such Non-Grantor Subsidiary have prioritybeen duly made or taken and remain in full force and effect.

Creation, Perfection and Priority of Liens. (i) The Security Agreements execution and delivery of the Collateral Documents by the Loan Parties, together with (a) the actions taken on or prior to the date hereof pursuant to Sections 4.1G, 4.1H and 6.7 hereof and (b) the delivery to Collateral Agent of any Pledged Collateral not delivered to Administrative Agent or Collateral Agent at the time of execution and delivery of the applicable Collateral Document (all of which Pledged Collateral has been so delivered and, if such Pledged Collateral had been previously delivered to Administrative Agent, such Pledged Collateral has been delivered by Administrative Agent to Collateral Agent) are effective to create in favor of the Administrative Agent or Collateral Agent, for the benefit of itself and the other Secured Parties, a legal, valid, binding and enforceable Lien, and (to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lien, and except to the extent Permitted Liens are expressly permitted herein to have priority) a first priority Lien, in the Collateral described therein as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, to for the extent that a legal, valid, binding and enforceable Lien benefit of the appropriate Secured Parties (as defined in such Collateral may be created under applicable law of the US and any states thereof, including the Uniform Commercial Code. In the case of any Pledged Intercompany Notes, when any such Pledged Intercompany Notes duly endorsed in blank (and any other actions, filings, registrations, or recordings that may be necessary under any applicable Non-US jurisdiction) are delivered to the Administrative Agent, the Lien created by the Security Agreements on such Pledged Intercompany Notes shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be. In the case of the Collateral described in the Security Agreements a security interest in which may be perfected by the filing of a financing statement under the Uniform Commercial Code, when Uniform Commercial Code financing statements in appropriate form are filed in the applicable filing offices, the Security Agreements shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral set forth in the filingsDocument), as security for the respective Secured Obligations or (as defined in the Guarantees applicable Collateral Document in respect of any Collateral), a valid and perfected First Priority Lien on all of the Secured ObligationsCollateral, as and all filings and other actions necessary or desirable to perfect and maintain the case may beperfection and First Priority status of such Liens have been duly made or taken and remain in full force and effect, prior and superior to other than the Lien filing or recording of any UCC financing statements or other Person Collateral Documents delivered to Administrative Agent or Collateral Agent for filing or recordation (except to but not yet filed or recorded) and the extent Permitted Liens are expressly permitted herein to have priority)periodic filing of UCC continuation statements in respect of UCC financing statements filed by or on behalf of Administrative Agent or Collateral Agent. (ii) The Pledge Agreements are effective to create in favor of the Administrative Agent, for the benefit of itself Once executed and the other Secured Parties, a legal, valid, binding and enforceable Lien, and, if applicable (and delivered pursuant to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lienterms of Section 6.7B, and except to the extent Permitted Liens are expressly permitted herein to have priority), a first priority Lien, in the Collateral described therein as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, to the extent that a legal, valid, binding and enforceable Lien in such Collateral may be created under applicable law of the US and any states thereof, including the Uniform Commercial Code, or in any other applicable Non-US jurisdiction. In the case of any Pledged Equity Securities, when any stock certificates representing such Pledged Equity Securities, together with signed and undated stock powers (and any other actions, filings, registrations, or recordings that may be necessary under any applicable Non-US jurisdiction) are delivered to the Administrative Agent, the Lien created by the Pledge Agreements shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral, as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be. In the case of the Collateral described in the Pledge Agreements a security interest in which may be perfected by the filing of a financing statement under the Uniform Commercial Code, when Uniform Commercial Code financing statements in appropriate form are filed in the applicable filing offices, the Lien created by the Pledge Agreements shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Pledgors in such Collateral, as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be. (iii) The Intellectual Property Security Agreements are effective to create in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, a legal, valid, binding and enforceable first priority Lien (to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lien, and except to the extent Permitted Liens are expressly permitted herein to have priority) in the Collateral described therein as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, to the extent that a legal, valid, binding and enforceable security interest in such Collateral may be created (i) with regard to such Collateral registered in the US under applicable law of the US and any states thereof, including the Uniform Commercial Code and the United States Trademark Act of 1946, the United States Patent Act of 1972 and the United States Copyright Act of 1976, as applicable (the “US IP Collateral”) or (ii) with regard to such Collateral registered in Non-US jurisdictions under the law of such applicable Non-US jurisdiction. Upon the proper and timely filing of (i) the Intellectual Property Security Agreements (or the short form security documents attached thereto) in the appropriate indexes of the United States Patent and Trademark Office relative to patents and trademarks, and the United States Copyright Office relative to copyrights, together with provisions for payment of all requisite fees, (ii) Uniform Commercial Code financing statements in appropriate form for filing in the applicable filing offices, and/or (iii) any other actions, filings, registrations, or recordings that may be necessary under the laws of any applicable Non-US jurisdiction, together with the proper fees, the Lien created by the Intellectual Property Security Agreements shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the US IP Collateral described therein, as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, prior and superior to the Lien of any other Person (except to the extent Permitted Liens are expressly permitted herein to have priority). (iv) Each each Mortgage is effective to createcreates, as security for the obligations purported to be secured thereby, a valid and enforceable first perfected security interest in and mortgage Lien lien on the respective property described therein Mortgaged Property in favor of the Administrative Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Parties, superior and prior to the rights of all third Persons, Persons (except that the security interest and mortgage lien created on such Mortgaged Property may be subject to the Permitted Encumbrances related thereto) and subject to no other Liens that are expressly permitted herein to have priority(other than Permitted Encumbrances related thereto).

Creation, Perfection and Priority of Liens. (i) The As of the Closing Date (or as of the date any Loan Party becomes party to the Credit Documents after the Closing Date, as to such Loan Party), except with respect to Vessels and real property (x) the execution and delivery of the Security Agreements Documents by the Loan Parties, together with the filing of any Uniform Commercial Code financing statements and the recording of the U.S. Patent and Trademark Office filings and U.S. Copyright Office filings delivered to the Administrative Agent for filing and recording, and as of the date delivered, the recording of any mortgages or deeds of trust delivered to the Administrative Agent for recording (but not yet recorded), are effective to create in favor of the Administrative Agent for the benefit of itself and the Lenders, as security for the Obligations, a valid and perfected first priority Lien on all of the Collateral as of the Closing Date (or as of the date any Loan Party becomes party to the Credit Documents after the Closing Date, as to such Loan Party) (subject only to Permitted Liens), and (y) all filings and other actions necessary or desirable to perfect and maintain the perfection and first priority status of such Liens have been duly made or taken and remain in full force and effect. (ii) Each of the Real Property Security Documents is effective to create in favor of the Administrative Agent, for the ratable benefit of itself and the other Secured PartiesLenders, a legal, valid, binding and enforceable Lien, and (to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lien, and except to the extent Permitted Liens are expressly permitted herein to have priority) a first priority Lien, in the Collateral described therein as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, to the extent that a legal, valid, binding and enforceable Lien in such Collateral may be created under applicable law of the US and any states thereof, including the Uniform Commercial Code. In the case of any Pledged Intercompany Notes, when any such Pledged Intercompany Notes duly endorsed in blank (and any other actions, filings, registrations, or recordings that may be necessary under any applicable Non-US jurisdiction) are delivered to the Administrative Agent, the Lien created by the Security Agreements on such Pledged Intercompany Notes shall constitute a fully perfected first priority Lien on, and security interest in, and upon recording all necessary documents in the proper offices, the respective Loan Party’s right, title and interest of in and to the Loan Parties in real property subject thereto and proceeds thereof, and, each such Collateral as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be. In the case of the Collateral described in the Real Property Security Agreements a security interest in which may be perfected by the filing of a financing statement under the Uniform Commercial Code, when Uniform Commercial Code financing statements in appropriate form are filed in the applicable filing offices, the Security Agreements Document shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereof in such Collateral set forth in the filingsreal property and proceeds thereof, as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the in each case may be, prior and superior in right to the Lien of any other Person (except with respect to the extent Permitted Liens are expressly permitted herein to have priorityLiens). (ii) The Pledge Agreements are effective to create in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, a legal, valid, binding and enforceable Lien, and, if applicable (and to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lien, and except to the extent Permitted Liens are expressly permitted herein to have priority), a first priority Lien, in the Collateral described therein as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, to the extent that a legal, valid, binding and enforceable Lien in such Collateral may be created under applicable law of the US and any states thereof, including the Uniform Commercial Code, or in any other applicable Non-US jurisdiction. In the case of any Pledged Equity Securities, when any stock certificates representing such Pledged Equity Securities, together with signed and undated stock powers (and any other actions, filings, registrations, or recordings that may be necessary under any applicable Non-US jurisdiction) are delivered to the Administrative Agent, the Lien created by the Pledge Agreements shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral, as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be. In the case of the Collateral described in the Pledge Agreements a security interest in which may be perfected by the filing of a financing statement under the Uniform Commercial Code, when Uniform Commercial Code financing statements in appropriate form are filed in the applicable filing offices, the Lien created by the Pledge Agreements shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Pledgors in such Collateral, as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be. (iii) The Intellectual Property Upon (A) execution and delivery by each Loan Party of a Vessel Security Agreements are effective Document that such Loan Party is a party to create and (B)(1) for any Vessel documented in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, a legal, valid, binding and enforceable first priority Lien (to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lien, and except to the extent Permitted Liens are expressly permitted herein to have priority) in the Collateral described therein as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, to the extent that a legal, valid, binding and enforceable security interest in such Collateral may be created (i) with regard to such Collateral registered in the US under applicable law of the US and any states thereof, including the Uniform Commercial Code and the United States Trademark Act of 1946America and owned by a Loan Party and referenced in such Vessel Security Document, the filing and recording of such Vessel Security Document at the United States Patent Act of 1972 Coast Guard National Vessel Documentation Center and (2) for any Vessel registered in a jurisdiction other than the United States Copyright Act of 1976America and owned by a Loan Party and referenced in such Vessel Security Document, as applicable (the “US IP Collateral”) or (ii) registration in accordance with regard to such Collateral registered in Non-US jurisdictions under the law of such applicable Non-US jurisdiction. Upon the proper and timely filing of (i) the Intellectual Property Security Agreements (or the short form security documents attached thereto) in the appropriate indexes of the United States Patent and Trademark Office relative to patents and trademarks, and the United States Copyright Office relative to copyrights, together with provisions for payment of all requisite fees, (ii) Uniform Commercial Code financing statements in appropriate form for filing in the applicable filing offices, and/or (iii) any other actions, filings, registrations, or recordings that may be necessary under the laws of any applicable Non-US such jurisdiction, together with such Vessel Security Document will be a first “preferred mortgage” within the proper fees, meaning of the Lien created by Ship Mortgage Act and will qualify for the Intellectual Property Security Agreements shall constitute benefits accorded a fully perfected Lien on, “preferred mortgage” thereunder and no other filing or recording or refiling or rerecording or any other act is necessary or advisable to create or perfect such security interest in, all right, title and interest of the Loan Parties under such Vessel Security Document or in the US IP Collateral mortgaged property described therein, as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, prior and superior to the Lien of any other Person (except to the extent Permitted Liens are expressly permitted herein to have priority). (iv) Each Mortgage is effective to create, as security for the obligations purported to be secured thereby, a valid and enforceable first mortgage Lien on the respective property described therein in favor of the Administrative Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Parties, superior and prior to the rights of all third Persons, subject to Permitted Liens that are expressly permitted herein to have priority.

Creation, Perfection and Priority of Liens. The execution and delivery of the Collateral Documents by the Loan Parties (iother than any Foreign Subsidiary Borrower) The Security Agreements are effective to create in favor of the Administrative Agent or Collateral Agent, for the benefit of itself and the other Secured Parties, a legal, valid, binding and enforceable Lien, and (to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lien, and except to the extent Permitted Liens are expressly permitted herein to have priority) a first priority Lien, in the Collateral described therein as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, to for the extent that a legal, valid, binding and enforceable Lien in such Collateral may be created under applicable law benefit of the US and any states thereof, including the Uniform Commercial Code. In the case of any Pledged Intercompany Notes, when any such Pledged Intercompany Notes duly endorsed in blank (and any other actions, filings, registrations, or recordings that may be necessary under any applicable Non-US jurisdiction) are delivered to the Administrative Agent, the Lien created by the Security Agreements on such Pledged Intercompany Notes shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral as security for the appropriate Secured Obligations or the Guarantees of the Secured Obligations, as the case may be. In the case of the Collateral described in the Security Agreements a security interest in which may be perfected by the filing of a financing statement under the Uniform Commercial Code, when Uniform Commercial Code financing statements in appropriate form are filed in the applicable filing offices, the Security Agreements shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral set forth in the filingsParties, as security for the Secured Obligations or the Guarantees of the respective Secured Obligations, as a valid and perfected First Priority Lien (subject to Permitted Priority Liens) on all of the case may beCollateral (other than, prior with respect to perfection and superior priority, Excluded Perfection Assets), and all filings and other actions necessary or desirable to perfect and maintain the perfection and First Priority status of such Liens (other than Permitted Priority Liens and Liens on Excluded Perfection Assets) have been duly made or taken and remain in full force and effect, other than the filing or recording of any UCC financing statements or other Collateral Documents delivered to the Lien of any other Person Administrative Agent or Collateral Agent for filing or recordation (except to the extent Permitted Liens are expressly permitted herein to have priority). (ii) The Pledge Agreements are effective to create in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, a legal, valid, binding and enforceable Lien, and, if applicable (and to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lien, and except to the extent Permitted Liens are expressly permitted herein to have prioritybut not yet filed or recorded), a first priority Lien, in the Collateral described therein as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, to the extent that a legal, valid, binding and enforceable Lien in such Collateral may be created under applicable law of the US and any states thereof, including the Uniform Commercial Code, or in any other applicable Non-US jurisdiction. In the case of any Pledged Equity Securities, when any stock certificates representing such Pledged Equity Securities, together with signed and undated stock powers (and any other actions, filings, registrations, recordings or recordings other actions that may be necessary or desirable under any applicable Non-US jurisdiction) are delivered to foreign laws and the Administrative Agent, the Lien created by the Pledge Agreements shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral, as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be. In the case of the Collateral described in the Pledge Agreements a security interest in which may be perfected by the periodic filing of a financing statement under the Uniform Commercial Code, when Uniform Commercial Code UCC continuation statements in respect of UCC financing statements in appropriate form are filed in the applicable filing offices, the Lien created by the Pledge Agreements shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Pledgors in such Collateral, as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be. (iii) The Intellectual Property Security Agreements are effective to create in favor on behalf of the Administrative Agent or Collateral Agent, for the benefit of itself . Once executed and the other Secured Parties, a legal, valid, binding and enforceable first priority Lien (delivered pursuant to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lienterms of Section 6.09(b), and except to the extent Permitted Liens are expressly permitted herein to have priority) in the Collateral described therein as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, to the extent that a legal, valid, binding and enforceable security interest in such Collateral may be created (i) with regard to such Collateral registered in the US under applicable law of the US and any states thereof, including the Uniform Commercial Code and the United States Trademark Act of 1946, the United States Patent Act of 1972 and the United States Copyright Act of 1976, as applicable (the “US IP Collateral”) or (ii) with regard to such Collateral registered in Non-US jurisdictions under the law of such applicable Non-US jurisdiction. Upon the proper and timely filing of (i) the Intellectual Property Security Agreements (or the short form security documents attached thereto) in the appropriate indexes of the United States Patent and Trademark Office relative to patents and trademarks, and the United States Copyright Office relative to copyrights, together with provisions for payment of all requisite fees, (ii) Uniform Commercial Code financing statements in appropriate form for filing in the applicable filing offices, and/or (iii) any other actions, filings, registrations, or recordings that may be necessary under the laws of any applicable Non-US jurisdiction, together with the proper fees, the Lien created by the Intellectual Property Security Agreements shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the US IP Collateral described therein, as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, prior and superior to the Lien of any other Person (except to the extent Permitted Liens are expressly permitted herein to have priority). (iv) Each each Mortgage is effective to createcreates, as security for the obligations purported to be secured thereby, a valid and enforceable first perfected security interest in and mortgage Lien lien on the respective property described therein Mortgaged Property in favor of the Administrative Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Parties, superior and prior to the rights of all third Persons, Persons (except that the security interest and mortgage lien created on such Mortgaged Property may be subject to the Permitted Encumbrances related thereto and other Liens that are expressly permitted herein pursuant to have prioritySection 7.02) and subject to no other Liens (other than Permitted Encumbrances related thereto and other Liens permitted pursuant to Section 7.02).

Creation, Perfection and Priority of Liens. i. The execution and delivery of the Collateral Documents by the Loan Parties (iother than any Foreign Subsidiary Borrower) The Security Agreements are effective to create in favor of the Administrative Agent or Collateral Agent, for the benefit of itself and the other Secured Parties, a legal, valid, binding and enforceable Lien, and (to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lien, and except to the extent Permitted Liens are expressly permitted herein to have priority) a first priority Lien, in the Collateral described therein as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, to for the extent that a legal, valid, binding and enforceable Lien in such Collateral may be created under applicable law benefit of the US and any states thereof, including the Uniform Commercial Code. In the case of any Pledged Intercompany Notes, when any such Pledged Intercompany Notes duly endorsed in blank (and any other actions, filings, registrations, or recordings that may be necessary under any applicable Non-US jurisdiction) are delivered to the Administrative Agent, the Lien created by the Security Agreements on such Pledged Intercompany Notes shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral as security for the appropriate Secured Obligations or the Guarantees of the Secured Obligations, as the case may be. In the case of the Collateral described in the Security Agreements a security interest in which may be perfected by the filing of a financing statement under the Uniform Commercial Code, when Uniform Commercial Code financing statements in appropriate form are filed in the applicable filing offices, the Security Agreements shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral set forth in the filingsParties, as security for the Secured Obligations or the Guarantees of the respective Secured Obligations, as a valid and perfected First Priority Lien (subject to Permitted Priority Liens) on all of the case may beCollateral (other than, prior with respect to perfection and superior priority, Excluded Perfection Assets), and all filings and other actions necessary or desirable to perfect and maintain the perfection and First Priority status of such Liens (other than Permitted Priority Liens and Liens on Excluded Perfection Assets) have been duly made or taken and remain in full force and effect, other than the filing or recording of any UCC financing statements or other Collateral Documents delivered to the Lien of any other Person Administrative Agent or Collateral Agent for filing or recordation (except to the extent Permitted Liens are expressly permitted herein to have priority). (ii) The Pledge Agreements are effective to create in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, a legal, valid, binding and enforceable Lien, and, if applicable (and to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lien, and except to the extent Permitted Liens are expressly permitted herein to have prioritybut not yet filed or recorded), a first priority Lien, in the Collateral described therein as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, to the extent that a legal, valid, binding and enforceable Lien in such Collateral may be created under applicable law of the US and any states thereof, including the Uniform Commercial Code, or in any other applicable Non-US jurisdiction. In the case of any Pledged Equity Securities, when any stock certificates representing such Pledged Equity Securities, together with signed and undated stock powers (and any other actions, filings, registrations, recordings or recordings other actions that may be necessary or desirable under any applicable Non-US jurisdiction) are delivered to foreign laws and the Administrative Agent, the Lien created by the Pledge Agreements shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral, as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be. In the case of the Collateral described in the Pledge Agreements a security interest in which may be perfected by the periodic filing of a financing statement under the Uniform Commercial Code, when Uniform Commercial Code UCC continuation statements in respect of UCC financing statements in appropriate form are filed in the applicable filing offices, the Lien created by the Pledge Agreements shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Pledgors in such Collateral, as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be. (iii) The Intellectual Property Security Agreements are effective to create in favor on behalf of the Administrative Agent or Collateral Agent, for the benefit of itself . ii. Once executed and the other Secured Parties, a legal, valid, binding and enforceable first priority Lien (delivered pursuant to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lienterms of Section 6.09(b), and except to the extent Permitted Liens are expressly permitted herein to have priority) in the Collateral described therein as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, to the extent that a legal, valid, binding and enforceable security interest in such Collateral may be created (i) with regard to such Collateral registered in the US under applicable law of the US and any states thereof, including the Uniform Commercial Code and the United States Trademark Act of 1946, the United States Patent Act of 1972 and the United States Copyright Act of 1976, as applicable (the “US IP Collateral”) or (ii) with regard to such Collateral registered in Non-US jurisdictions under the law of such applicable Non-US jurisdiction. Upon the proper and timely filing of (i) the Intellectual Property Security Agreements (or the short form security documents attached thereto) in the appropriate indexes of the United States Patent and Trademark Office relative to patents and trademarks, and the United States Copyright Office relative to copyrights, together with provisions for payment of all requisite fees, (ii) Uniform Commercial Code financing statements in appropriate form for filing in the applicable filing offices, and/or (iii) any other actions, filings, registrations, or recordings that may be necessary under the laws of any applicable Non-US jurisdiction, together with the proper fees, the Lien created by the Intellectual Property Security Agreements shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the US IP Collateral described therein, as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, prior and superior to the Lien of any other Person (except to the extent Permitted Liens are expressly permitted herein to have priority). (iv) Each each Mortgage is effective to createcreates, as security for the obligations purported to be secured thereby, a valid and enforceable first perfected security interest in and mortgage Lien lien on the respective property described therein Mortgaged Property in favor of the Administrative Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Parties, superior and prior to the rights of all third Persons, Persons (except that the security interest and mortgage lien created on such Mortgaged Property may be subject to the Permitted Encumbrances related thereto and other Liens that are expressly permitted herein pursuant to have prioritySection 7.02) and subject to no other Liens (other than Permitted Encumbrances related thereto and other Liens permitted pursuant to Section 7.02).

Creation, Perfection and Priority of Liens. (i) The Security Agreements are Agreement is effective to create in favor of the Administrative Agent, for the benefit of itself and the other Secured PartiesLenders, a legal, valid, binding and enforceable Lien, and a first priority Lien (to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lien, and except to the extent Permitted Liens are expressly permitted herein to have priority) a first priority Lien), in the Collateral described therein as security for the Secured Obligations or the Guarantees of the Secured ObligationsGuarantee Agreements, as the case may be, to the extent that a legal, valid, binding and enforceable Lien in such Collateral may be created under applicable law of the US and any states thereof, including without limitation, the Uniform Commercial Code. In the case of any Pledged Equity Securities and Pledged Intercompany Notes, when any stock certificates representing such Pledged Equity Securities together with signed and undated stock powers (and any other actions, filings, registrations, or recordings that may be necessary under any applicable Non-US jurisdiction) and any such Pledged Intercompany Notes duly endorsed in blank (and any other actions, filings, registrations, or recordings that may be necessary under any applicable Non-US jurisdiction) are delivered to the Administrative Agent, the Lien created by the Security Agreements on such Pledged Intercompany Notes Agreement shall be free of all adverse claims and/or constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral as security for the Secured Obligations or the Guarantees of the Secured ObligationsGuarantee Agreements, as the case may be. In the case of the other Collateral described in the Security Agreements Agreement a security interest in which may be perfected by the filing of a financing statement under the Uniform Commercial Code, when Uniform Commercial Code financing statements in appropriate form are filed in the applicable filing offices, the Security Agreements Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral set forth in the filings, as security for the Secured Obligations or the Guarantees of the Secured ObligationsGuarantee Agreements, as the case may be, prior and superior to the Lien of any other Person (except to the extent Permitted Liens are expressly permitted herein to have priority). (ii) The Pledge Agreements are Agreement is effective to create in favor of the Administrative Agent, for the benefit of itself and the other Secured PartiesLenders, a legal, valid, binding and enforceable Lien, and, and if applicable a first priority Lien and/or a Lien free of all adverse claims (and to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority LienLien and/or a Lien free of all adverse claims, and except to the extent Permitted Liens are expressly permitted herein to have priority), a first priority Lien, in the Collateral described therein as security for the Secured Obligations or the Guarantees of the Secured ObligationsGuarantee Agreements, as the case may be, to the extent that a legal, valid, binding and enforceable Lien in such Collateral may be created under applicable law of the US and any states thereof, including without limitation, the Uniform Commercial Code, or in any other applicable Non-US jurisdiction. In the case of any Pledged Equity Securities, when any stock certificates representing such Pledged Equity Securities, Securities together with signed and undated stock powers (and any other actions, filings, registrations, or recordings that may be necessary under any applicable Non-US jurisdiction) are delivered to the Administrative Agent, the Lien created by the Pledge Agreements Agreement shall be free of all adverse claims and/or constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral, as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be. In the case of the Collateral described in the Pledge Agreements a security interest in which may be perfected by the filing of a financing statement under the Uniform Commercial Code, when Uniform Commercial Code financing statements in appropriate form are filed in the applicable filing offices, the Lien created by the Pledge Agreements shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Pledgors in such Collateral, as security for the Secured Obligations or the Guarantees of the Secured ObligationsGuarantee Agreements, as the case may be. (iii) The Intellectual Property Security Agreements are Agreement is effective to create in favor of the Administrative Agent, for the benefit of itself and the other Secured PartiesLenders, a legal, valid, binding and enforceable first priority Lien (to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lien, and except to the extent Permitted Liens are expressly permitted herein to have priority) in the Collateral described therein as security for the Secured Obligations or the Guarantees of the Secured ObligationsGuarantee Agreements, as the case may be, to the extent that a legal, valid, binding and enforceable security interest in such Collateral may be created (iA) with regard to such Collateral registered in the US under applicable law of the US and any states thereof, including without limitation, the Uniform Commercial Code and the United States Trademark Act of 1946, the United States Patent Act of 1972 and or the United States Copyright Act of 1976, as applicable (the “US IP Collateral”) or (iiB) with regard to such Collateral registered in Nonnon-US jurisdictions under the law of such applicable Non-US jurisdiction. Upon the proper and timely filing of (i) the Intellectual Property Security Agreements Agreement (or the short form security documents attached thereto) in the appropriate indexes of the United States Patent and Trademark Office relative to patents and trademarkstrademarks (within three (3) months after the Closing Date), and the United States Copyright Office relative to copyrightscopyrights (within thirty (30) days after the Closing Date), where the documents filed with the United States Patent and Trademark Office and the United States Copyright Office do not contain any conditional assignment provisions, together with provisions for payment of all requisite fees, (ii) Uniform Commercial Code financing statements in appropriate form for filing in the applicable filing offices, and/or (iii) any other actions, filings, registrations, or recordings that may be necessary under the laws of any applicable Non-US jurisdiction, together with the proper fees, the Lien created by the Intellectual Property Security Agreements Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the US IP Collateral described therein, as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, prior and superior to the Lien of any other Person (except to the extent Permitted Liens are expressly permitted herein to have priority). (iv) Each Mortgage is effective to create, as security for the obligations purported to be secured thereby, a valid and enforceable first mortgage Lien on the respective property described therein in favor of the Administrative Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Parties, superior and prior to the rights of all third Persons, subject to Permitted Liens that are expressly permitted herein to have priority.

Creation, Perfection and Priority of Liens. (i) The Security Agreements are effective to create in favor of the Administrative Agent, for the benefit of itself and the other applicable Secured Parties, a legal, valid, binding and enforceable Lien, and a first priority Lien (to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lien, and except to the extent Permitted Liens are expressly permitted herein to have priority) a first priority Lien), in the Collateral described therein as security for the Secured Obligations described therein or the Guarantees of the Secured ObligationsGuarantee Agreements described therein, as the case may be, to the extent that a legal, valid, binding and enforceable Lien in such Collateral may be created under applicable law of the US and any states thereof, including without limitation, the Uniform Commercial Code. In the case of any Pledged Intercompany Notes, when any such Pledged Intercompany Notes duly endorsed in blank (and any other actions, filings, registrations, or recordings that may be necessary under any applicable Non-US jurisdiction) are delivered to the Administrative Agent, the Lien created by the Security Agreements on such Pledged Intercompany Notes shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral as security for the Secured Obligations described therein or the Guarantees of the Secured ObligationsGuarantee Agreements described therein, as the case may be. In the case of the other Collateral described in the Security Agreements a security interest in which may be perfected by the filing of a financing statement under the Uniform Commercial Code, when Uniform Commercial Code financing statements in appropriate form are filed in the applicable filing offices, the Security Agreements shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral set forth in the filings, as security for the Secured Obligations described therein or the Guarantees of the Secured ObligationsGuarantee Agreements described therein, as the case may be, prior and superior to the Lien of any other Person (except to the extent Permitted Liens are expressly permitted herein to have priority). (ii) The Pledge Agreements are effective to create in favor of the Administrative Agent, for the benefit of itself and the other applicable Secured Parties, a legal, valid, binding and enforceable Lien, and, and if applicable a first priority Lien (and to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lien, and except to the extent Permitted Liens are expressly permitted herein to have priority), a first priority Lien, in the Collateral described therein as security for the Secured Obligations described therein or the Guarantees of the Secured ObligationsGuarantee Agreements described therein, as the case may be, to the extent that a legal, valid, binding and enforceable Lien in such Collateral may be created under applicable law of the US and any states thereof, including without limitation, the Uniform Commercial Code, or in any other applicable Non-US jurisdiction. In the case of any Pledged Equity Securities, when any stock certificates representing such Pledged Equity Securities, Securities together with signed and undated stock powers (and any other actions, filings, registrations, or recordings that may be necessary under any applicable Non-US jurisdiction) are delivered to the Administrative Agent, the Lien created by the Pledge Agreements shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral, as security for the Secured Obligations described therein or the Guarantees of the Secured Obligations, as the case may be. In the case of the Collateral Guarantee Agreements described in the Pledge Agreements a security interest in which may be perfected by the filing of a financing statement under the Uniform Commercial Code, when Uniform Commercial Code financing statements in appropriate form are filed in the applicable filing offices, the Lien created by the Pledge Agreements shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Pledgors in such Collateral, as security for the Secured Obligations or the Guarantees of the Secured Obligationstherein, as the case may be. (iii) The Intellectual Property Security Agreements are effective to create in favor of the Administrative Agent, for the benefit of itself and the other Secured Partiesapplicable Lenders, a legal, valid, binding and enforceable first priority Lien (to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lien, and except to the extent Permitted Liens are expressly permitted herein to have priority) in the Collateral described therein as security for the Secured Obligations described therein or the Guarantees of the Secured ObligationsGuarantee Agreements described therein, as the case may be, to the extent that a legal, valid, binding and enforceable security interest in such Collateral may be created (iA) with regard to such Collateral registered in the US under applicable law of the US and any states thereof, including without limitation, the Uniform Commercial Code and the United States Trademark Act of 1946, the United States Patent Act of 1972 and or the United States Copyright Act of 1976, as applicable (the “US IP Collateral”) or (iiB) with regard to such Collateral registered in Nonnon-US jurisdictions under the law of such applicable Non-US jurisdiction. Upon the proper and timely filing of (i) the Intellectual Property Security Agreements (or the short form security documents attached thereto) in the appropriate indexes of the United States Patent and Trademark Office relative to patents and trademarkstrademarks (within three (3) months after the Effective Date), and the United States Copyright Office relative to copyrightscopyrights (within thirty (30) days after the Effective Date), where the documents filed with the United States Patent and Trademark Office and the United States Copyright Office do not contain any conditional assignment provisions, together with provisions for payment of all requisite fees, (ii) Uniform Commercial Code financing statements in appropriate form for filing in the applicable filing offices, and/or (iii) any other actions, filings, registrations, or recordings that may be necessary under the laws of any applicable Non-US jurisdiction, together with the proper fees, the Lien created by the Intellectual Property Security Agreements shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the US IP Collateral described therein, as security for the Secured Obligations described therein or the Guarantees of the Secured ObligationsObligations described therein, as the case may be, prior and superior to the Lien of any other Person (except to the extent Permitted Liens are expressly permitted herein to have priority). (iv) Each Mortgage is effective to create, as security for the obligations purported to be secured thereby, a valid and enforceable first mortgage Lien on the respective property described therein in favor of the Administrative Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured PartiesTerm C Lenders, superior and prior to the rights of all third Persons, subject to Permitted Liens that are expressly permitted herein to have priorityLiens.

Creation, Perfection and Priority of Liens. (ia) The Security Agreements are execution, delivery and recording of the Collateral Documents by the Note Parties, together with the actions taken on or prior to the date hereof pursuant to Sections 3.14 and 3.15, will be effective to create in favor of the Administrative Agent, New Asset Collateral Agent for the benefit of itself and the other Secured PartiesHolders, a legal, valid, binding and enforceable Lien, and (to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lien, and except to the extent Permitted Liens are expressly permitted herein to have priority) a first priority Lien, in the Collateral described therein as security for the Secured Obligations or obligations under the Guarantees Note Documents, a valid First Priority Lien on all of the Secured ObligationsAcquired Assets, in favor of the Company Collateral Agent for the benefit of the Holders, as security for the case may beObligations under the Note Documents, a valid First Priority Lien on all assets directly owned by the Company and in favor of the Old Asset Collateral Agent for the benefit of the Holders, a valid Required Priority Lien on all of the Legacy Assets, and, in each case, all filings and other actions necessary or desirable to perfect and maintain the extent that a perfection and First Priority and Required Priority status of such Liens, as applicable, have been duly made or taken (other than as set forth on Schedule 4.28), and will remain in full force and effect, other than the periodic filing of UCC continuation statements in respect of UCC financing statements (including any fixture filings) filed by or on behalf of the Holders (b) The execution, delivery and recording of each Mortgage will be effective to create, in favor of the New Asset Collateral Agent for the benefit of the Holders, as security for the obligations under the Note Documents, legal, valid, binding valid and enforceable Lien in such Collateral may be created under applicable law of the US and any states thereof, including the Uniform Commercial Code. In the case of any Pledged Intercompany Notes, when any such Pledged Intercompany Notes duly endorsed in blank (and any other actions, filings, registrations, or recordings that may be necessary under any applicable Non-US jurisdiction) are delivered to the Administrative Agent, the Lien created by the Security Agreements on such Pledged Intercompany Notes shall constitute a fully perfected first priority Lien First Priority Liens on, and security interests in, all of the Note Parties’ right, title and interest in and to the Oil and Gas Properties that are Acquired Assets and in favor of the Old Asset Collateral Agent, as security for the Obligations under the Note Documents, legal, valid and enforceable Required Priority Liens on, and security interests in and to, the Oil and Gas Properties that are Legacy Asset, in each case, securing such Mortgage (including fixtures) and the proceeds thereof, subject only to Permitted Liens, and when the Mortgages are filed in the offices specified on Schedule 4.28, the Mortgages shall constitute fully perfected First Priority Liens or Required Priority Liens, as applicable, on, and security interests in, all right, title and interest of the Loan Note Parties in such Collateral as security for the Secured Obligations or the Guarantees of the Secured ObligationsOil and Gas Properties, as applicable, securing such Mortgages and the proceeds thereof, in each case may be. In the case of the Collateral described in the Security Agreements a security interest in which may be perfected by the filing of a financing statement under the Uniform Commercial Code, when Uniform Commercial Code financing statements in appropriate form are filed in the applicable filing offices, the Security Agreements shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral set forth in the filings, as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, prior and superior in right to the Lien of any other Person (except to the extent Person, other than Permitted Liens are expressly permitted herein to have priority)Liens. (ii) The Pledge Agreements are effective to create in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, a legal, valid, binding and enforceable Lien, and, if applicable (and to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lien, and except to the extent Permitted Liens are expressly permitted herein to have priority), a first priority Lien, in the Collateral described therein as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, to the extent that a legal, valid, binding and enforceable Lien in such Collateral may be created under applicable law of the US and any states thereof, including the Uniform Commercial Code, or in any other applicable Non-US jurisdiction. In the case of any Pledged Equity Securities, when any stock certificates representing such Pledged Equity Securities, together with signed and undated stock powers (and any other actions, filings, registrations, or recordings that may be necessary under any applicable Non-US jurisdiction) are delivered to the Administrative Agent, the Lien created by the Pledge Agreements shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral, as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be. In the case of the Collateral described in the Pledge Agreements a security interest in which may be perfected by the filing of a financing statement under the Uniform Commercial Code, when Uniform Commercial Code financing statements in appropriate form are filed in the applicable filing offices, the Lien created by the Pledge Agreements shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Pledgors in such Collateral, as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be. (iii) The Intellectual Property Security Agreements are effective to create in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, a legal, valid, binding and enforceable first priority Lien (to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lien, and except to the extent Permitted Liens are expressly permitted herein to have priority) in the Collateral described therein as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, to the extent that a legal, valid, binding and enforceable security interest in such Collateral may be created (i) with regard to such Collateral registered in the US under applicable law of the US and any states thereof, including the Uniform Commercial Code and the United States Trademark Act of 1946, the United States Patent Act of 1972 and the United States Copyright Act of 1976, as applicable (the “US IP Collateral”) or (ii) with regard to such Collateral registered in Non-US jurisdictions under the law of such applicable Non-US jurisdiction. Upon the proper and timely filing of (i) the Intellectual Property Security Agreements (or the short form security documents attached thereto) in the appropriate indexes of the United States Patent and Trademark Office relative to patents and trademarks, and the United States Copyright Office relative to copyrights, together with provisions for payment of all requisite fees, (ii) Uniform Commercial Code financing statements in appropriate form for filing in the applicable filing offices, and/or (iii) any other actions, filings, registrations, or recordings that may be necessary under the laws of any applicable Non-US jurisdiction, together with the proper fees, the Lien created by the Intellectual Property Security Agreements shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the US IP Collateral described therein, as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, prior and superior to the Lien of any other Person (except to the extent Permitted Liens are expressly permitted herein to have priority). (iv) Each Mortgage is effective to create, as security for the obligations purported to be secured thereby, a valid and enforceable first mortgage Lien on the respective property described therein in favor of the Administrative Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Parties, superior and prior to the rights of all third Persons, subject to Permitted Liens that are expressly permitted herein to have priority.

Creation, Perfection and Priority of Liens. (i) The Security Agreements execution and delivery of the Collateral Documents by the Loan Parties (other than any Foreign Subsidiary Borrower), together with (A) the actions taken on or prior to the Closing Date pursuant to Section 5.01(d) hereof and (B) the delivery to Collateral Agent of any Pledged Collateral not delivered to the Administrative Agent or Collateral Agent at the time of execution and delivery of the applicable Collateral Document are effective to create in favor of the Administrative Agent or Collateral Agent, for the benefit of itself and the other Secured Parties, a legal, valid, binding and enforceable Lien, and (to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lien, and except to the extent Permitted Liens are expressly permitted herein to have priority) a first priority Lien, in the Collateral described therein as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, to for the extent that a legal, valid, binding and enforceable Lien in such Collateral may be created under applicable law benefit of the US and any states thereof, including the Uniform Commercial Code. In the case of any Pledged Intercompany Notes, when any such Pledged Intercompany Notes duly endorsed in blank (and any other actions, filings, registrations, or recordings that may be necessary under any applicable Non-US jurisdiction) are delivered to the Administrative Agent, the Lien created by the Security Agreements on such Pledged Intercompany Notes shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral as security for the appropriate Secured Obligations or the Guarantees of the Secured Obligations, as the case may be. In the case of the Collateral described in the Security Agreements a security interest in which may be perfected by the filing of a financing statement under the Uniform Commercial Code, when Uniform Commercial Code financing statements in appropriate form are filed in the applicable filing offices, the Security Agreements shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral set forth in the filingsParties, as security for the Secured Obligations or the Guarantees of the respective Secured Obligations, as a valid and perfected First Priority Lien on all of the case may beCollateral, prior and superior all filings and other actions necessary or desirable to perfect and maintain the perfection and First Priority status of such Liens have been duly made or taken and remain in full force and effect, other than the filing or recording of any UCC financing statements or other Collateral Documents delivered to the Lien Administrative Agent or Collateral Agent for filing or recordation (but not yet filed or recorded) and the periodic filing of any other Person (except to UCC continuation statements in respect of UCC financing statements filed by or on behalf of the extent Permitted Liens are expressly permitted herein to have priority)Administrative Agent or Collateral Agent. (ii) The Pledge Agreements are effective to create in favor of the Administrative Agent, for the benefit of itself Once executed and the other Secured Parties, a legal, valid, binding and enforceable Lien, and, if applicable (and delivered pursuant to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lien, and except to the extent Permitted Liens are expressly permitted herein to have priorityterms of Section 6.09(b), a first priority Lien, in the Collateral described therein as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, to the extent that a legal, valid, binding and enforceable Lien in such Collateral may be created under applicable law of the US and any states thereof, including the Uniform Commercial Code, or in any other applicable Non-US jurisdiction. In the case of any Pledged Equity Securities, when any stock certificates representing such Pledged Equity Securities, together with signed and undated stock powers (and any other actions, filings, registrations, or recordings that may be necessary under any applicable Non-US jurisdiction) are delivered to the Administrative Agent, the Lien created by the Pledge Agreements shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral, as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be. In the case of the Collateral described in the Pledge Agreements a security interest in which may be perfected by the filing of a financing statement under the Uniform Commercial Code, when Uniform Commercial Code financing statements in appropriate form are filed in the applicable filing offices, the Lien created by the Pledge Agreements shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Pledgors in such Collateral, as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be. (iii) The Intellectual Property Security Agreements are effective to create in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, a legal, valid, binding and enforceable first priority Lien (to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lien, and except to the extent Permitted Liens are expressly permitted herein to have priority) in the Collateral described therein as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, to the extent that a legal, valid, binding and enforceable security interest in such Collateral may be created (i) with regard to such Collateral registered in the US under applicable law of the US and any states thereof, including the Uniform Commercial Code and the United States Trademark Act of 1946, the United States Patent Act of 1972 and the United States Copyright Act of 1976, as applicable (the “US IP Collateral”) or (ii) with regard to such Collateral registered in Non-US jurisdictions under the law of such applicable Non-US jurisdiction. Upon the proper and timely filing of (i) the Intellectual Property Security Agreements (or the short form security documents attached thereto) in the appropriate indexes of the United States Patent and Trademark Office relative to patents and trademarks, and the United States Copyright Office relative to copyrights, together with provisions for payment of all requisite fees, (ii) Uniform Commercial Code financing statements in appropriate form for filing in the applicable filing offices, and/or (iii) any other actions, filings, registrations, or recordings that may be necessary under the laws of any applicable Non-US jurisdiction, together with the proper fees, the Lien created by the Intellectual Property Security Agreements shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the US IP Collateral described therein, as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, prior and superior to the Lien of any other Person (except to the extent Permitted Liens are expressly permitted herein to have priority). (iv) Each each Mortgage is effective to createcreates, as security for the obligations purported to be secured thereby, a valid and enforceable first perfected security interest in and mortgage Lien lien on the respective property described therein Mortgaged Property in favor of the Administrative Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Parties, superior and prior to the rights of all third Persons, Persons (except that the security interest and mortgage lien created on such Mortgaged Property may be subject to the Permitted Encumbrances related thereto) and subject to no other Liens that are expressly permitted herein to have priority(other than Permitted Encumbrances related thereto).

Creation, Perfection and Priority of Liens. (i) The Security Agreements are effective to create in favor execution and delivery of the Administrative AgentSecurity Documents by Loan Parties prior to the date hereof, for together with the benefit of itself amendments and confirmations entered into on the date hereof, and the other Secured PartiesUCC financing statements previously filed, a legal, valid, binding naming each Loan Party as "debtor" and enforceable Lien, GECC as "secured party" and describing the Collateral (to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lien, and except to the extent Permitted Liens are expressly permitted herein to have priority) a first priority Lien, as defined in the Collateral described therein as security for the Secured Obligations or the Guarantees of the Secured ObligationsSecurity Agreements), as the case may beconstitute, to the extent that a legal, valid, binding and enforceable Lien security interest in such Collateral may be created under applicable law perfected by filing UCC financing statements, valid and perfected security interests therein subject to no Liens (other than Permitted Encumbrances) and prior to all other Liens. The security interests in such Collateral granted to Agent and constituting Intellectual Property both prior to and after the date hereof will constitute valid first-priority security interests therein subject to no Liens (other than Permitted Encumbrances) and prior to all other Liens. The Pledge Agreements create in favor of the US and any states thereof, including the Uniform Commercial Code. In the case of any Pledged Intercompany Notes, when any Agent a valid 63 71 perfected security interest in such Pledged Intercompany Notes duly endorsed in blank (and any other actions, filings, registrations, or recordings that may be necessary under any applicable Non-US jurisdiction) are delivered to the Administrative Agent, the Lien created by the Security Agreements on such Pledged Intercompany Notes shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral as security for the Secured Obligations or the Guarantees of the Secured Obligations, (as the case may be. In the case of the Collateral described such term is defined in the Security Agreements a security interest in which may be perfected by the filing of a financing statement under the Uniform Commercial Code, when Uniform Commercial Code financing statements in appropriate form are filed in the applicable filing offices, the Security Agreements shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral set forth in the filings, as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, prior and superior to the Lien of any other Person (except to the extent Permitted Liens are expressly permitted herein to have priorityPledge Agreements). (ii) The Pledge Agreements are effective to create in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, a legal, valid, binding and enforceable Lien, and, if applicable (and to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lien, and except to the extent Permitted Liens are expressly permitted herein to have priority), a first priority Lien, in the Collateral described therein as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, to the extent that a legalcontemplated by the Security Documents subject to no equal or prior security interests and prior to all other Liens. Upon the Agent's taking, validor previously having taken, binding and enforceable Lien in such Collateral may be created under applicable law possession of the US certificates evidencing that portion of the Pledged Collateral consisting of Holdings' and any states thereofthe Subsidiaries' stock certificates, including the Uniform Commercial Code, or in any other applicable Non-US jurisdiction. In the case of any Pledged Equity Securities, when any stock certificates representing such Pledged Equity Securities, together with signed and undated stock powers (and any other actions, filings, registrations, or recordings that may be necessary under any applicable Non-US jurisdiction) are delivered to the Administrative Agent, the Lien created duly endorsed by the Pledge Agreements shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral, applicable Pledgor (as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be. In the case of the Collateral described defined in the Pledge Agreements a security interest in which may be perfected by the filing of a financing statement under the Uniform Commercial Code, when Uniform Commercial Code financing statements in appropriate form are filed in the applicable filing officesAgreement), the Lien created by the Pledge Agreements shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Pledgors in such Collateral, as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be. (iii) The Intellectual Property Security Agreements are effective to create in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, a legal, valid, binding and enforceable first priority Lien (to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lien, and except to the extent Permitted Liens are expressly permitted herein to have priority) in the Collateral described therein as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, to the extent that a legal, valid, binding and enforceable security interest in such Pledged Collateral may will be created (i) with regard a first-priority security interest, subject to such Collateral registered in the US under applicable law no equal or prior security interest and prior to all other Liens. As of the US and date hereof, any states thereofsecurity interest previously, including the Uniform Commercial Code and the United States Trademark Act of 1946contemporaneously, the United States Patent Act of 1972 and the United States Copyright Act of 1976or hereafter granted to GECC shall be deemed automatically, as applicable (the “US IP Collateral”) without any action by Borrower, any other Loan Party, Agent or (ii) with regard to such Collateral registered in Non-US jurisdictions under the law of such applicable Non-US jurisdiction. Upon the proper and timely filing of (i) the Intellectual Property Security Agreements (or the short form security documents attached thereto) in the appropriate indexes any member of the United States Patent and Trademark Office relative Lender Group, to patents and trademarks, and the United States Copyright Office relative to copyrights, together with provisions for payment of all requisite fees, (ii) Uniform Commercial Code financing statements in appropriate form for filing in the applicable filing offices, and/or (iii) any other actions, filings, registrations, or recordings that may be necessary under the laws of any applicable Non-US jurisdiction, together with the proper fees, the Lien created by the Intellectual Property Security Agreements shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the US IP Collateral described therein, as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, prior and superior granted to the Lien of any other Person (except to the extent Permitted Liens are expressly permitted herein to have priority). (iv) Each Mortgage is effective to create, as security for the obligations purported to be secured thereby, a valid and enforceable first mortgage Lien on the respective property described therein in favor of the Administrative Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured PartiesLender Group hereunder. Agent may, superior and prior but shall have no obligation, to file UCC amendments in the rights applicable jurisdiction reflecting the agency status of all third Persons, subject Agent to Permitted Liens that are expressly permitted herein to have priorityany UCC financing statement previously filed by GECC in connection with the Original Credit Agreement or the First Amended Credit Agreement.

Creation, Perfection and Priority of Liens. (i) The execution and delivery of the Security Agreements Documents by the Parties, together with the filing of any UCC financing statements and the recording of the U.S. Patent and Trademark Office and U.S. Copyright Office filings delivered to the Administrative Agent for filing and recording, are effective to create in favor of the Administrative Agent, Agent for the benefit of itself and the other Secured PartiesLenders, as security for the Obligations, a legal, valid, valid and binding and enforceable Lien, and (to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lien, and except to the extent Permitted Liens are expressly permitted herein to have priority) a first priority Lien, in Lien on all of the Collateral described therein as with respect to which the creation of a security for interest is governed by the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, to the extent that a legal, valid, binding and enforceable Lien in such Collateral may be created under applicable law of the US and any states thereof, including the Uniform Commercial CodeUCC. In the case of any Securities pledged to the Administrative Agent under the Security Agreement (the “Pledged Intercompany NotesSecurities”) and any pledged promissory notes, when any stock certificates representing such Pledged Intercompany Notes duly endorsed in blank (Securities and any other actions, filings, registrations, or recordings that may be necessary under any applicable Non-US jurisdiction) such pledged promissory notes are delivered to the Administrative Agent, the Lien created by the Security Agreements on such Pledged Intercompany Notes shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties Agent duly endorsed in such Collateral as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be. In the case of the Collateral described in the Security Agreements a security interest in which may be perfected by the filing of a financing statement under the Uniform Commercial Code, when Uniform Commercial Code financing statements in appropriate form are filed in the applicable filing officesblank, the Security Agreements Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral set forth in the filings, as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, prior and superior to the Lien of any other Person (except to the extent Permitted Liens are expressly permitted herein to have priority). (ii) The Pledge Agreements are effective to create in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, a legal, valid, binding and enforceable Lien, and, if applicable (and to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lien, and except to the extent Permitted Liens are expressly permitted herein to have priority), a first priority Lien, in the Collateral described therein as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, to the extent that a legal, valid, binding and enforceable Lien in such Collateral may be created under applicable law of the US and any states thereof, including the Uniform Commercial Code, or in any other applicable Non-US jurisdiction. In the case of any Pledged Equity Securities, when any stock certificates representing such Pledged Equity Securities, together with signed and undated stock powers (and any other actions, filings, registrations, or recordings that may be necessary under any applicable Non-US jurisdiction) are delivered to the Administrative Agent, the Lien created by the Pledge Agreements shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral, as security for the Secured Obligations Obligations, assuming that the Administrative Agent does not have notice of any adverse claim to the security, free of all adverse claims other than Permitted Encumbrances described in paragraphs (b) or the Guarantees (c) of the Secured Obligations, as the case may bedefinition of that term. In the case of the Collateral described deposit accounts and accounts with any securities intermediary maintained in the Pledge United States of America and pledged to the Administrative Agent under the Security Agreement, when the Control Agreements a security interest in which may be perfected have been duly executed and delivered by the filing of a financing statement under applicable Party, the Uniform Commercial Code, when Uniform Commercial Code financing statements in appropriate form are filed in Administrative Agent and the applicable filing offices, the Lien created by the Pledge Agreements shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Pledgors in such Collateral, as security for the Secured Obligations depository bank or the Guarantees of the Secured Obligations, as the case may be. (iii) The Intellectual Property Security Agreements are effective to create in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, a legal, valid, binding and enforceable first priority Lien (to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lien, and except to the extent Permitted Liens are expressly permitted herein to have priority) in the Collateral described therein as security for the Secured Obligations or the Guarantees of the Secured Obligationssecurities intermediary, as the case may be, to the extent that a legal, valid, binding and enforceable security interest in such Collateral may be created (i) with regard to such Collateral registered in the US under applicable law of the US and any states thereof, including the Uniform Commercial Code and the United States Trademark Act of 1946, the United States Patent Act of 1972 and the United States Copyright Act of 1976, as applicable (the “US IP Collateral”) or (ii) with regard to such Collateral registered in Non-US jurisdictions under the law of such applicable Non-US jurisdiction. Upon the proper and timely filing of (i) the Intellectual Property Security Agreements (or the short form security documents attached thereto) in the appropriate indexes of the United States Patent and Trademark Office relative to patents and trademarks, and the United States Copyright Office relative to copyrights, together with provisions for payment of all requisite fees, (ii) Uniform Commercial Code financing statements in appropriate form for filing in the applicable filing offices, and/or (iii) any other actions, filings, registrations, or recordings that may be necessary under the laws of any applicable Non-US jurisdiction, together with the proper fees, the Lien created by the Intellectual Property Security Agreements Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the US IP Collateral described thereinsuch Collateral, as security for the Secured Obligations or Obligations, in each case prior and superior to the Guarantees Lien of any other Person (except as otherwise expressly provided in Sections 9327 and 9328 of Article 9 of the Secured ObligationsUCC). In the case of the other Collateral described in the Security Agreement a security interest in which may be perfected by the filing of a financing statement under the UCC, when UCC financing statements in appropriate form are filed in the applicable filing offices, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Parties in such Collateral, as security for the case may beObligations, prior and superior to the Lien of any other Person (except to the extent Permitted Liens are expressly permitted herein to have priorityEncumbrances). (iv) Each Mortgage is effective to create, as security for the obligations purported to be secured thereby, a valid and enforceable first mortgage Lien on the respective property described therein in favor of the Administrative Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Parties, superior and prior to the rights of all third Persons, subject to Permitted Liens that are expressly permitted herein to have priority.

Creation, Perfection and Priority of Liens. (i) The Security Agreements execution and delivery of the Collateral Documents by the Loan Parties (other than any Foreign Subsidiary Borrower), together with (A) the actions taken on or prior to the Closing Date pursuant to Section 5.02(d) hereof and required to be taken thereafter pursuant to Section 6.11 hereof and (B) the delivery to Collateral Agent of any Pledged Collateral not delivered to the Administrative Agent or Collateral Agent at the time of execution and delivery of the applicable Collateral Document are effective to create in favor of the Administrative Agent or Collateral Agent, for the benefit of itself and the other Secured Parties, a legal, valid, binding and enforceable Lien, and (to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lien, and except to the extent Permitted Liens are expressly permitted herein to have priority) a first priority Lien, in the Collateral described therein as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, to for the extent that a legal, valid, binding and enforceable Lien in such Collateral may be created under applicable law benefit of the US and any states thereof, including the Uniform Commercial Code. In the case of any Pledged Intercompany Notes, when any such Pledged Intercompany Notes duly endorsed in blank (and any other actions, filings, registrations, or recordings that may be necessary under any applicable Non-US jurisdiction) are delivered to the Administrative Agent, the Lien created by the Security Agreements on such Pledged Intercompany Notes shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral as security for the appropriate Secured Obligations or the Guarantees of the Secured Obligations, as the case may be. In the case of the Collateral described in the Security Agreements a security interest in which may be perfected by the filing of a financing statement under the Uniform Commercial Code, when Uniform Commercial Code financing statements in appropriate form are filed in the applicable filing offices, the Security Agreements shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral set forth in the filingsParties, as security for the Secured Obligations or the Guarantees of the respective Secured Obligations, as a valid and perfected First Priority Lien on all of the case may beCollateral, prior and superior all filings and other actions necessary or desirable to perfect and maintain the perfection and First Priority status of such Liens have been duly made or taken and remain in full force and effect, other than the filing or recording of any UCC financing statements or other Collateral Documents delivered to the Lien Administrative Agent or Collateral Agent for filing or recordation (but not yet filed or recorded), any filings, recordings or other actions that may be necessary or desirable under foreign laws and the periodic filing of any other Person (except to UCC continuation statements in respect of UCC financing statements filed by or on behalf of the extent Permitted Liens are expressly permitted herein to have priority)Administrative Agent or Collateral Agent. (ii) The Pledge Agreements are effective to create in favor of the Administrative Agent, for the benefit of itself Once executed and the other Secured Parties, a legal, valid, binding and enforceable Lien, and, if applicable (and delivered pursuant to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lien, and except to the extent Permitted Liens are expressly permitted herein to have priorityterms of Section 6.09(b), a first priority Lien, in the Collateral described therein as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, to the extent that a legal, valid, binding and enforceable Lien in such Collateral may be created under applicable law of the US and any states thereof, including the Uniform Commercial Code, or in any other applicable Non-US jurisdiction. In the case of any Pledged Equity Securities, when any stock certificates representing such Pledged Equity Securities, together with signed and undated stock powers (and any other actions, filings, registrations, or recordings that may be necessary under any applicable Non-US jurisdiction) are delivered to the Administrative Agent, the Lien created by the Pledge Agreements shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral, as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be. In the case of the Collateral described in the Pledge Agreements a security interest in which may be perfected by the filing of a financing statement under the Uniform Commercial Code, when Uniform Commercial Code financing statements in appropriate form are filed in the applicable filing offices, the Lien created by the Pledge Agreements shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Pledgors in such Collateral, as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be. (iii) The Intellectual Property Security Agreements are effective to create in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, a legal, valid, binding and enforceable first priority Lien (to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lien, and except to the extent Permitted Liens are expressly permitted herein to have priority) in the Collateral described therein as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, to the extent that a legal, valid, binding and enforceable security interest in such Collateral may be created (i) with regard to such Collateral registered in the US under applicable law of the US and any states thereof, including the Uniform Commercial Code and the United States Trademark Act of 1946, the United States Patent Act of 1972 and the United States Copyright Act of 1976, as applicable (the “US IP Collateral”) or (ii) with regard to such Collateral registered in Non-US jurisdictions under the law of such applicable Non-US jurisdiction. Upon the proper and timely filing of (i) the Intellectual Property Security Agreements (or the short form security documents attached thereto) in the appropriate indexes of the United States Patent and Trademark Office relative to patents and trademarks, and the United States Copyright Office relative to copyrights, together with provisions for payment of all requisite fees, (ii) Uniform Commercial Code financing statements in appropriate form for filing in the applicable filing offices, and/or (iii) any other actions, filings, registrations, or recordings that may be necessary under the laws of any applicable Non-US jurisdiction, together with the proper fees, the Lien created by the Intellectual Property Security Agreements shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the US IP Collateral described therein, as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, prior and superior to the Lien of any other Person (except to the extent Permitted Liens are expressly permitted herein to have priority). (iv) Each each Mortgage is effective to createcreates, as security for the obligations purported to be secured thereby, a valid and enforceable first perfected security interest in and mortgage Lien lien on the respective property described therein Mortgaged Property in favor of the Administrative Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Parties, superior and prior to the rights of all third Persons, Persons (except that the security interest and mortgage lien created on such Mortgaged Property may be subject to the Permitted Encumbrances related thereto) and subject to no other Liens that are expressly permitted herein to have priority(other than Permitted Encumbrances related thereto).

Creation, Perfection and Priority of Liens. (i) The Security Agreements provisions of the Collateral Documents, the Interim Borrowing Order and, upon its effectiveness, the Final Borrowing Order are effective to create in favor of the Administrative Agent, Agent for the benefit of itself and the other Secured Parties, Lenders a legal, valid, binding and enforceable Lienperfected, and (to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lien, and except to the extent Permitted Liens are expressly permitted herein to have priority) a first priority Lien, in the Collateral described therein as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, to the extent that a legal, valid, binding and enforceable Lien in such Collateral may be created under applicable law of the US and any states thereof, including the Uniform Commercial Code. In the case of any Pledged Intercompany Notes, when any such Pledged Intercompany Notes duly endorsed in blank (and any other actions, filings, registrations, or recordings that may be necessary under any applicable Non-US jurisdiction) are delivered to the Administrative Agent, the Lien created by the Security Agreements on such Pledged Intercompany Notes shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be. In the case of the Collateral described in the Security Agreements a security interest in which may be perfected by the filing of a financing statement under the Uniform Commercial Code, when Uniform Commercial Code financing statements in appropriate form are filed in the applicable filing offices, the Security Agreements shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral set forth in the filings, as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, prior and superior to the Lien of any other Person (except to the extent Permitted Liens are expressly permitted herein to have priority). (ii) The Pledge Agreements are effective to create in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, a legal, valid, binding and enforceable Lien, and, if applicable (and to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lien, and except to the extent Permitted Liens are expressly permitted herein to have priority), a first priority Lien, in the Collateral described therein as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, to the extent that a legal, valid, binding and enforceable Lien in such Collateral may be created under applicable law of the US and any states thereof, including the Uniform Commercial Code, or in any other applicable Non-US jurisdiction. In the case of any Pledged Equity Securities, when any stock certificates representing such Pledged Equity Securities, together with signed and undated stock powers (and any other actions, filings, registrations, or recordings that may be necessary under any applicable Non-US jurisdiction) are delivered to the Administrative Agent, the Lien created by the Pledge Agreements shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral, as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be. In the case of the Collateral described in the Pledge Agreements a security interest in which may be perfected by the filing of a financing statement under the Uniform Commercial Code, when Uniform Commercial Code financing statements in appropriate form are filed in the applicable filing offices, the Lien created by the Pledge Agreements shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Pledgors in such Collateral, as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be. (iii) The Intellectual Property Security Agreements are effective to create in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, a legal, valid, binding and enforceable first priority Lien (to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lien, and except to the extent Permitted Liens are expressly permitted herein to have priority) in the Collateral described therein as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, to the extent that a legal, valid, binding nonavoidable and enforceable security interest in such Collateral may be created (i) with regard to such Collateral registered in the US under applicable law of the US and any states thereof, including the Uniform Commercial Code and the United States Trademark Act of 1946, the United States Patent Act of 1972 and the United States Copyright Act of 1976, as applicable (the “US IP Collateral”) or (ii) with regard to such Collateral registered in Non-US jurisdictions under the law of such applicable Non-US jurisdiction. Upon the proper and timely filing of (i) the Intellectual Property Security Agreements (or the short form security documents attached thereto) in the appropriate indexes of the United States Patent and Trademark Office relative to patents and trademarks, and the United States Copyright Office relative to copyrights, together with provisions for payment of all requisite fees, (ii) Uniform Commercial Code financing statements in appropriate form for filing in the applicable filing offices, and/or (iii) any other actions, filings, registrations, or recordings that may be necessary under the laws of any applicable Non-US jurisdiction, together with the proper fees, the Lien created by the Intellectual Property Security Agreements shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the US IP Collateral described thereintherein (having the priority provided for herein and in the Interim Borrowing Order and, as security for upon its effectiveness, the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, prior and superior to the Lien of any other Person (except to the extent Permitted Liens are expressly permitted herein to have priorityFinal Borrowing Order). (ivi) Each Mortgage is effective Pursuant to createSection 364(c)(2) of the Bankruptcy Code and the Interim Borrowing Order and, as security for upon its effectiveness, the obligations purported to Final Borrowing Order, the Obligations will be secured therebyby a first priority perfected senior Lien on all Collateral which is not subject to a valid, a valid perfected, non-voidable and enforceable first mortgage Lien existing as of the Petition Date, subject only to the Carve-Outs. (ii) Pursuant to Section 364(c)(3) of the Bankruptcy Code and the Interim Borrowing Order and, upon its effectiveness, the Final Borrowing Order, the Obligations will be secured by a perfected Lien on the respective property described therein Collateral, subject and junior to (a) any valid, perfected, non-voidable and enforceable Liens (other than Prepetition Liens) existing as of the Petition Date and (b) the Carve-Outs. (iii) Pursuant to Section 364(d) of the Bankruptcy Code and the Interim Borrowing Order and, upon its effectiveness, the Final Borrowing Order, the Obligations at all times will be secured by a first priority perfected senior priming Lien on the Prepetition Collateral, but having priority over only the Prepetition Liens, subject only to the Carve-Outs. The execution and delivery of the Collateral Documents by Subsidiary Guarantors, together with (x) the actions taken on or prior to the date hereof pursuant to subsections 4.1J, 6.8, 6.9 and 6.14 and (y) the delivery to Administrative Agent of any Pledged Collateral of the Subsidiary Guarantors not delivered to Administrative Agent at the time of execution and delivery of the applicable Collateral Document (all of which Pledged Collateral has been so delivered) are effective to create in favor of Administrative Agent, for the benefit of Lenders, a Lien on all of the Collateral of the Subsidiary Guarantors (which Lien has priority over any other Lien on such Collateral, subject to Permitted Encumbrances and Liens permitted under subsection 7.2A), and all filings and other actions necessary or desirable to perfect and maintain the perfection and such priority of such Liens have been duly made or taken and remain in full force and effect, other than the filing of any UCC financing statements delivered to Administrative Agent for filing (but not yet filed) and the periodic filing of UCC continuation statements in respect of UCC financing statements filed by or such other trustee as may be required on behalf of Administrative Agent. Notwithstanding anything in this Section 5.15A to the contrary, in the event that Covanta Power Pacific, Inc. or desired any of its direct or indirect Subsidiaries file a petition for relief under local law) the Bankruptcy Code, the Liens granted to Administrative Agent for the benefit of the Secured PartiesLenders under the Collateral Documents, superior the Interim Borrowing Order and prior the Final Borrowing Order shall be junior to Liens in favor of the lenders under the senior credit facilities of Covanta Power Pacific, Inc. outstanding on the date hereof (entered into with Bayerische Hypo-Vereinsbank AG, as agent, and such lenders), and such Liens granted to Administrative Agent shall be subject to the rights prior payment in full of all third Persons, subject to Permitted Liens that are expressly permitted herein to have prioritysuch credit facilities.

Creation, Perfection and Priority of Liens. (i) The execution and delivery of the Security Agreements Documents by the Parties, together with the filing of any UCC financing statements and the recording of the U.S. Patent and Trademark Office and U.S. Copyright Office filings delivered to the Administrative Agent for filing and recording, are effective to create in favor of the Administrative Agent, Agent for the benefit of itself and the other Secured PartiesLenders, as security for the Obligations, a legal, valid, valid and binding and enforceable Lien, and (to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lien, and except to the extent Permitted Liens are expressly permitted herein to have priority) a first priority Lien, in the Collateral described therein as security for the Secured Obligations or the Guarantees Lien on all of the Secured Obligations, as the case may be, to the extent that a legal, valid, binding and enforceable Lien in such Collateral may be created under applicable law of the US and any states thereof, including the Uniform Commercial CodeCollateral. In the case of any Securities pledged to the Administrative Agent under the Security Agreement (the “Pledged Intercompany NotesSecurities”) and any pledged promissory notes, when any stock certificates representing such Pledged Intercompany Notes duly endorsed in blank (Securities and any other actions, filings, registrations, or recordings that may be necessary under any applicable Non-US jurisdiction) such pledged promissory notes are delivered to the Administrative Agent, the Lien created by the Security Agreements on such Pledged Intercompany Notes shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties Agent duly endorsed in such Collateral as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be. In the case of the Collateral described in the Security Agreements a security interest in which may be perfected by the filing of a financing statement under the Uniform Commercial Code, when Uniform Commercial Code financing statements in appropriate form are filed in the applicable filing officesblank, the Security Agreements Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral set forth in the filings, as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, prior and superior to the Lien of any other Person (except to the extent Permitted Liens are expressly permitted herein to have priority). (ii) The Pledge Agreements are effective to create in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, a legal, valid, binding and enforceable Lien, and, if applicable (and to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lien, and except to the extent Permitted Liens are expressly permitted herein to have priority), a first priority Lien, in the Collateral described therein as security for the Secured Obligations or the Guarantees of the Secured Obligations, as the case may be, to the extent that a legal, valid, binding and enforceable Lien in such Collateral may be created under applicable law of the US and any states thereof, including the Uniform Commercial Code, or in any other applicable Non-US jurisdiction. In the case of any Pledged Equity Securities, when any stock certificates representing such Pledged Equity Securities, together with signed and undated stock powers (and any other actions, filings, registrations, or recordings that may be necessary under any applicable Non-US jurisdiction) are delivered to the Administrative Agent, the Lien created by the Pledge Agreements shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral, as security for the Secured Obligations or Obligations, assuming that the Guarantees Administrative Agent does not have notice of any adverse claim to the security, free of all adverse claims other than Permitted Encumbrances described in paragraph (b) of the Secured Obligations, as the case may bedefinition of that term. In the case of the Collateral described deposit accounts and accounts with any securities intermediary maintained in the Pledge United States of America and pledged to the Administrative Agent under the Security Agreement, when the Control Agreements a security interest in which may be perfected have been duly executed and delivered by the filing of a financing statement under applicable Party, the Uniform Commercial Code, when Uniform Commercial Code financing statements in appropriate form are filed in Administrative Agent and the applicable filing offices, the Lien created by the Pledge Agreements shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Pledgors in such Collateral, as security for the Secured Obligations depository bank or the Guarantees of the Secured Obligations, as the case may be. (iii) The Intellectual Property Security Agreements are effective to create in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, a legal, valid, binding and enforceable first priority Lien (to the extent that this Agreement obligates the Loan Parties to provide such a perfected first priority Lien, and except to the extent Permitted Liens are expressly permitted herein to have priority) in the Collateral described therein as security for the Secured Obligations or the Guarantees of the Secured Obligationssecurities intermediary, as the case may be, to the extent that a legal, valid, binding and enforceable security interest in such Collateral may be created (i) with regard to such Collateral registered in the US under applicable law of the US and any states thereof, including the Uniform Commercial Code and the United States Trademark Act of 1946, the United States Patent Act of 1972 and the United States Copyright Act of 1976, as applicable (the “US IP Collateral”) or (ii) with regard to such Collateral registered in Non-US jurisdictions under the law of such applicable Non-US jurisdiction. Upon the proper and timely filing of (i) the Intellectual Property Security Agreements (or the short form security documents attached thereto) in the appropriate indexes of the United States Patent and Trademark Office relative to patents and trademarks, and the United States Copyright Office relative to copyrights, together with provisions for payment of all requisite fees, (ii) Uniform Commercial Code financing statements in appropriate form for filing in the applicable filing offices, and/or (iii) any other actions, filings, registrations, or recordings that may be necessary under the laws of any applicable Non-US jurisdiction, together with the proper fees, the Lien created by the Intellectual Property Security Agreements Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the US IP Collateral described thereinsuch Collateral, as security for the Secured Obligations or Obligations, in each case prior and superior to the Guarantees Lien of any other Person (except as otherwise expressly provided in Sections 9327 and 9328 of Article 9 of the Secured ObligationsUCC). In the case of the other Collateral described in the Security Agreement a security interest in which may be perfected by the filing of a financing statement under the UCC, when UCC financing statements in appropriate form are filed in the applicable filing offices, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Parties in such Collateral, as security for the case may beObligations, prior and superior to the Lien of any other Person (except to the extent Permitted Liens are expressly permitted herein to have priorityEncumbrances). (iv) Each Mortgage is effective to create, as security for the obligations purported to be secured thereby, a valid and enforceable first mortgage Lien on the respective property described therein in favor of the Administrative Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Parties, superior and prior to the rights of all third Persons, subject to Permitted Liens that are expressly permitted herein to have priority.