Common use of Priority of Liens; Additional Collateral Clause in Contracts

Priority of Liens; Additional Collateral. (a) Notwithstanding (i) anything to the contrary contained in the Secured Documents, (ii) the time, order or method of attachment of the Collateral Agent’s Liens, (iii) the time or order of filing or recording of financing statements, mortgages, deeds of trust or other documents filed or recorded to create or perfect any Lien upon any Collateral, (iv) the time of taking possession or control over any Collateral or (v) the rules for determining priority under the UCC or any other law governing relative priorities of secured creditors, all Liens at any time granted to secure any Secured Obligations will secure all of the Secured Obligations on an equal and ratable basis as set forth in Section 2.7. (b) The Senior Note Trustee, on behalf of the Senior Note Holders, and the Exchangeable Note Trustee, on behalf of the Exchangeable Note Holders, hereby agree that, subject to Section 2.6(c), if any such Secured Party takes any additional Collateral in respect of any Obligations, such Secured Party shall take or cause to be taken by the Company or any other appropriate Person any and all action necessary to create and perfect first priority Liens on any such Collateral in favor of the other Secured Parties subject to the payment priorities as provided in this Agreement, including executing and delivering mortgages, security agreements, financing statements, amendments to financing statements, and any other agreements, documents, certificates or instruments necessary to accomplish the foregoing. (c) Subject to Section 6.1(e), the Senior Note Trustee, on behalf of the Senior Note Holders, and the Exchangeable Note Trustee, on behalf of the Exchangeable Note Holders, hereby agree to take or cause to be taken by the Company or any other appropriate Person any and all action necessary to cause the Collateral Agent to be designated as the sole secured party in respect of any Lien on any Collateral securing the Secured Obligations, including executing and delivering mortgages, security agreements, financing statements, amendments to financing statements, and any other agreements, documents, certificates or instruments evidencing or required or permitted to be filed to create or perfect a Lien on any Collateral. (d) The Collateral Agent may from time to time direct the Company and each Guarantor to: (i) execute, either alone or with the Collateral Agent, the Company or any Guarantor, financing statements, security agreements, documents, certificates or instruments pertaining to the Collateral or any part thereof or (ii) execute and deliver any agreements, documents, certificates or instruments as may be necessary to perfect a Lien on any Collateral (except in the case of personal property to the extent not required in the Indentures or the Security Documents). Each of the Trustees, the Company and each Subsidiary Guarantor hereby authorizes the Collateral Agent to file such documents and take all further action that may be necessary or desirable, to confirm, perfect, preserve and protect the security interests intended to be granted under the Security 0000-0000-0000 v10

Priority of Liens; Additional Collateral. (a) Notwithstanding (i) anything to the contrary contained in the Secured Documents, (ii) the time, order or method of attachment of the Collateral Agent’s Liens, (iii) the time or order of filing or recording of financing statements, mortgages, deeds of trust or other documents filed or recorded to create or perfect any Lien upon any Collateral, (iv) the time of taking possession or control over any Collateral or (v) the rules for determining priority under the UCC or any other law governing relative priorities of secured creditors, all Liens at any time granted to secure any Secured Obligations will secure all of the Secured Obligations on an equal and ratable basis as set forth in Section 2.7. (b) The Senior Note Trustee, on behalf of the Senior Note Holders, and the Exchangeable Note Trustee, on behalf of the Exchangeable Note Holders, hereby agree that, subject to Section 2.6(c), if any such Secured Party takes any additional Collateral in respect of any Obligations, such Secured Party shall take or cause to be taken by the Company or any other appropriate Person any and all action necessary to create and perfect first priority Liens on any such Collateral in favor of the other Secured Parties subject to the payment priorities as provided in this Agreement, including executing and delivering mortgages, security agreements, financing statements, amendments to financing statements, and any other agreements, documents, certificates or instruments necessary to accomplish the foregoing. (c) Subject to Section 6.1(e), the Senior Note Trustee, on behalf of the Senior Note Holders, and the Exchangeable Note Trustee, on behalf of the Exchangeable Note Holders, hereby agree to take or cause to be taken by the Company or any other appropriate Person any and all action necessary to cause the Collateral Agent to be designated as the sole secured party in respect of any Lien on any Collateral securing the Secured Obligations, including executing and delivering mortgages, security agreements, financing statements, amendments to financing statements, and any other agreements, documents, certificates or instruments evidencing or required or permitted to be filed to create or perfect a Lien on any Collateral. (d) The Collateral Agent may from time to time direct the Company Company, each Cash Collateral Grantor and each Guarantor to: (i) execute, either alone or with the Collateral Agent, the Company Company, any Cash Collateral Grantor or any Guarantor, financing statements, security agreements, documents, certificates or instruments pertaining to the Collateral or any part thereof or (ii) execute and deliver any agreements, documents, certificates or instruments as may be necessary to perfect a Lien on any Collateral (except in the case of personal property to the extent not required in the Indentures or the Security Documents). Each of the Trustees, the Company and each Subsidiary Guarantor Party hereby authorizes the Collateral Agent to file such documents and take all further action that may be necessary or desirable, to confirm, perfect, preserve and protect the security interests intended to be granted under the Security Documents. Each of the Trustees, the Company and each Subsidiary Party hereby authorizes the Collateral Agent to execute and deliver on behalf of such Person and to file such other financing statements and similar notices without the signature of such Person either in the Collateral Agent’s name or in the name of such Person and as agent and attorney in fact for such Person. Subject to the terms of Section 7.18, the Trustees, 0000-0000-0000 v10v13 15 the Company, and each Subsidiary Party shall do all such additional and further acts or things, give such assurances and execute such agreements, documents, certificates or instruments as the Collateral Agent may reasonably request to vest more completely in and assure to the Collateral Agent and the Secured Parties their rights under this Agreement (including this Section 2.6) with respect to the Transaction Documents.

Priority of Liens; Additional Collateral. (a) Notwithstanding (i) anything to the contrary contained in the Secured Documents, (ii) the time, order or method of attachment of the Collateral Agent’s Liens, (iii) the time or order of filing or recording of financing statements, mortgages, deeds of trust or other documents filed or recorded to create or perfect any Lien upon any Collateral, (iv) the time of taking possession or control over any Collateral or (v) the rules for determining priority under the UCC or any other law governing relative priorities of secured creditors, all Liens at any time granted to secure any Secured Obligations will secure all of the Secured Obligations on an equal and ratable basis as set forth in Section 2.7. (b) The Senior Note Trustee, on behalf of the Senior Note Holders, and the Exchangeable Note Trustee, on behalf of the Exchangeable Note Holders, hereby agree that, subject to Section 2.6(c), if any such Secured Party takes any additional Collateral in respect of any Obligations, such Secured Party shall take or cause to be taken by the Company or any other appropriate Person any and all action necessary to create and perfect first priority Liens on any such Collateral in favor of the other Secured Parties subject to the payment priorities as provided in this Agreement, including executing and delivering mortgages, security agreements, financing statements, amendments to financing statements, and any other agreements, documents, certificates or instruments necessary to accomplish the foregoing. (c) Subject to Section 6.1(e), the Senior Note Trustee, on behalf of the Senior Note Holders, and the Exchangeable Note Trustee, on behalf of the Exchangeable Note Holders, hereby agree to take or cause to be taken by the Company or any other appropriate Person any and all action necessary to cause the Collateral Agent to be designated as the sole secured party in respect of any Lien on any Collateral securing the Secured Obligations, including executing and delivering mortgages, security agreements, financing statements, amendments to financing statements, and any other agreements, documents, certificates or instruments evidencing or required or permitted to be filed to create or perfect a Lien on any Collateral. (d) The Collateral Agent may from time to time direct the Company and each Guarantor to: (i) execute, either alone or with the Collateral Agent, the Company or any Guarantor, financing statements, security agreements, documents, certificates or instruments pertaining to the Collateral or any part thereof or (ii) execute and deliver any agreements, documents, certificates or instruments as may be necessary to perfect a Lien on any Collateral (except in the case of personal property to the extent not required in the Indentures or the Security Documents). Each of the Trustees, the Company and each Subsidiary Guarantor hereby authorizes the Collateral Agent to file such documents and take all further action that may be necessary or desirable, to confirm, perfect, preserve and protect the security interests intended to be granted under the Security 0000-0000-0000 v10Documents. Each of the Trustees, the Company and each Subsidiary Guarantor hereby authorizes the Collateral Agent to execute and deliver on behalf of such Person and to file such other financing statements and similar notices without the signature of such Person either in the Collateral Agent’s name or in the name of such Person and as agent and attorney in fact for such Person. Subject to the terms of Section 7.18, the Trustees, the Company, and each Subsidiary Guarantor shall do all such additional and further acts or things, give such assurances and execute such agreements, documents, certificates or instruments as the Collateral Agent may reasonably request to vest more completely in and assure to the Collateral Agent and the Secured Parties their rights under this Agreement (including this Section 2.6) with respect to the Transaction Documents.

Priority of Liens; Additional Collateral. (a) Notwithstanding (i) anything to the contrary contained in the Secured Documents, (ii) the time, order or method of attachment of the Collateral Agent’s Liens, (iii) the time or order of filing or recording of financing statements, mortgagesvessel mortgage, deeds of trust marine mortgage or other documents filed or recorded to create or perfect any Lien upon any Collateral, (iv) the time of taking possession or control over any Collateral or (v) the rules for determining priority under the UCC or any other law governing relative priorities of secured creditors, all Liens at any time granted to secure any Secured Obligations will secure all of the Secured Obligations on an equal and ratable basis as set forth in Section 2.7. (b) The Senior Note Working Capital Facility Agent, on behalf of the Working Capital Facility Lenders, and the Trustee, on behalf of the Senior Note Holders, and the Exchangeable Note Trustee, on behalf of the Exchangeable Note Holders, hereby agree that, subject to Section 2.6(c), if any such Secured Party takes any additional Collateral in respect of any Obligations, such Secured Party shall take or cause to be taken by the Company or any other appropriate Person any and all action necessary to create and perfect first priority Liens on any such Collateral in favor of the other Secured Parties subject to the payment priorities as provided in this Agreement, including executing and delivering mortgages, security agreements, financing statements, amendments to financing statements, and any other agreements, documents, certificates or instruments necessary to accomplish the foregoing. (c) Subject to Section 6.1(e), the Senior Note Working Capital Facility Agent, on behalf of the Working Capital Facility Lenders, and the Trustee, on behalf of the Senior Note Holders, and the Exchangeable Note Trustee, on behalf of the Exchangeable Note Holders, hereby agree to take or cause to be taken by the Company or any other appropriate Person any and all action necessary to cause the Collateral Agent to be designated as the sole secured party in respect of any Lien on any Collateral securing the Secured Obligations, including executing and delivering mortgages, security agreements, financing statements, amendments to financing statements, and any other agreements, documents, certificates or instruments evidencing or required or permitted to be filed to create or perfect a Lien on any Collateral. (d) The Collateral Agent may from time to time direct the Company and each Guarantor to: (i) execute, either alone or with the Collateral Agent, the Company or any Guarantor, financing statements, security agreements, documents, certificates or instruments pertaining to the Collateral or any part thereof or (ii) execute and deliver any agreements, documents, certificates or instruments as may be necessary to perfect a Lien on any Collateral (except in Collateral. The Working Capital Facility Agent, the case of personal property to the extent not required in the Indentures or the Security Documents). Each of the TrusteesTrustee, the Company and each Subsidiary Guarantor hereby authorizes the Collateral Agent to file such documents and take all further action that may be necessary or desirable, to confirm, perfect, preserve and protect the security interests intended to be granted under the Security 0000-0000-0000 v10Documents. Each of the Working Capital Facility Agent, the Trustee, the Company and each Guarantor hereby authorizes the Collateral Agent to execute and deliver on behalf of such Person and to file such other financing statements and similar notices without the signature of such Person either in the Collateral Agent’s name or in the name of such Person and as agent and attorney in fact for such Person. Subject to the terms of Section 7.18, the Working Capital Facility Agent, the Trustee, the Company and each Guarantor shall do all such additional and further acts or things, give such assurances and execute such agreements, documents, certificates or instruments as the Collateral Agent may reasonably request to vest more completely in and assure to the Collateral Agent and the Secured Parties their rights under this Agreement (including this Section 2.6) with respect to the Security Documents.

Priority of Liens; Additional Collateral. (a) Notwithstanding (i) anything to the contrary contained in the Secured Documents, (ii) the time, order or method of attachment of the Collateral Agent’s Liens, (iii) the time or order of filing or recording of financing statements, mortgagesvessel mortgage, deeds of trust marine mortgage or other documents filed or recorded to create or perfect any Lien upon any Collateral, (iv) the time of taking possession or control over any Collateral or (v) the rules for determining priority under the UCC or any other law governing relative priorities of secured creditors, all Liens at any time granted to secure any Secured Obligations will secure all of the Secured Obligations on an equal and ratable basis as in accordance with the priorities set forth in Section 2.7. (b) The Senior Note Priority Facility Agent, on behalf of the Priority Facility Lenders, the Working Capital Facility Agent, on behalf of the Working Capital Facility Lenders, and the Trustee, on behalf of the Senior Note Holders, and the Exchangeable Note Trustee, on behalf of the Exchangeable Note Holders, hereby agree that, subject to Section 2.6(c), if any such Secured Party takes any additional Collateral in respect of any Obligations, such Secured Party shall take or cause to be taken by the Company or any other appropriate Person any and all action necessary to create and perfect (i) first priority Liens on any such Collateral in favor for the benefit of the other Secured Parties Priority Facility Obligations and second priority Liens on an equal and ratable basis for the benefit of the Note Obligations and the Working Capital Facility Obligations in the Priority Collateral and (ii) first priority Liens for the benefit of the Note Obligations and the Working Capital Facility Obligations in the Non-Priority Collateral, subject to the payment priorities as provided in this Agreement, including executing and delivering mortgages, security agreements, financing statements, amendments to financing statements, and any other agreements, documents, certificates or instruments necessary to accomplish the foregoing. (c) Subject to Section 6.1(e), the Senior Note Priority Facility Agent, on behalf of the Priority Facility Lenders, the Working Capital Facility Agent, on behalf of the Working Capital Facility Lenders, and the Trustee, on behalf of the Senior Note Holders, and the Exchangeable Note Trustee, on behalf of the Exchangeable Note Holders, hereby agree to take or cause to be taken by the Company or any other appropriate Person any and all action necessary to cause the Collateral Agent to be designated as the sole secured party in respect of any Lien on any Collateral securing the Secured Obligations, including executing and delivering mortgages, security agreements, financing statements, amendments to financing statements, and any other agreements, documents, certificates or instruments evidencing or required or permitted to be filed to create or perfect a Lien on any Collateral. (d) The Collateral Agent may from time to time direct the Company and each Guarantor to: (i) execute, either alone or with the Collateral Agent, the Company or any Guarantor, financing statements, security agreements, documents, certificates or instruments pertaining to the Collateral or any part thereof or (ii) execute and deliver any agreements, documents, certificates or instruments as may be necessary to perfect a Lien on any Collateral (except in Collateral. The Priority Facility Agent, the case of personal property to Working Capital Facility Agent, the extent not required in the Indentures or the Security Documents). Each of the TrusteesTrustee, the Company and each Subsidiary Guarantor hereby authorizes the Collateral Agent to file such documents and take all further action that may be necessary or desirable, to confirm, perfect, preserve and protect the security interests intended to be granted under the Security 0000-0000-0000 v10Documents. Each of the Priority Facility Agent, the Working Capital Facility Agent, the Trustee, the Company and each Guarantor hereby authorizes the Collateral Agent to execute and deliver on behalf of such Person and to file such other financing statements and similar notices without the signature of such Person either in the Collateral Agent’s name or in the name of such Person and as agent and attorney in fact for such Person. Subject to the terms of Section 7.20, the Priority Facility Agent, the Working Capital Facility Agent, the Trustee, the Company and each Guarantor shall do all such additional and further acts or things, give such assurances and execute such agreements, documents, certificates or instruments as the Collateral Agent may reasonably request to vest more completely in and assure to the Collateral Agent and the Secured Parties their rights under this Agreement (including this Section 2.6) with respect to the Security Documents.

Priority of Liens; Additional Collateral. (a) Notwithstanding (i) anything to the contrary contained in the Secured Note Documents or the Credit Agreement Documents, (ii) the time, order or method of attachment of the Collateral Agent’s Liens, (iii) the time or order of filing or recording of financing statements, mortgagesvessel mortgage, deeds of trust marine mortgage or other documents filed or recorded to create or perfect any Lien upon any Collateral, (iv) the time of taking possession or control over any Collateral or (v) the rules for determining priority under the UCC or any other law governing relative priorities of secured creditors, all Liens at any time granted to secure any Secured Obligations will secure all of the Secured Obligations on an equal Notes, all other present and ratable basis as future Note Obligations, all of the Revolving Loans and all other present and future Credit Facility Obligations, subject to certain payment priorities set forth in Section 2.72.6. (b) The Senior Note Trustee, Administrative Agent on behalf of the Senior Note Holders, Lenders and the Exchangeable Note Trustee, Trustee on behalf of the Exchangeable Note Holders, Holders hereby agree that, subject to Section 2.6(c), agrees that if any such Secured Party Debtholder takes any additional Collateral in respect of any Obligations, such Secured Party Debtholder shall take or cause to be taken by the Company or any other appropriate Person any and all action necessary to create and perfect first priority Liens on any such Collateral in favor of the other Secured Parties Debtholders subject to the payment priorities as provided in this Agreement, including including, without limitation, executing and delivering mortgages, security agreements, financing statements, amendments to financing statements, and any other agreements, documents, certificates or instruments necessary to accomplish the foregoing. (c) Subject to Section 6.1(e), the Senior Note Trustee, The Administrative Agent on behalf of the Senior Note Holders, Lenders and the Exchangeable Note Trustee, Trustee on behalf of the Exchangeable Note Holders, Holders hereby agree agrees to take or cause to be taken by the Company or any other appropriate Person any and all action necessary to cause the Collateral Agent to be designated as the sole secured party in respect of any Lien on any Collateral securing the Secured Obligations, including including, without limitation, executing and delivering mortgages, security agreements, financing statements, amendments to financing statements, and any other agreements, documents, certificates or instruments evidencing or required or permitted to be filed to create or perfect a Lien on any Collateral. (d) The Collateral Agent may from time to time direct the Company and each Guarantor to: (i) execute, either alone or with the Collateral Agent, the Company or any Guarantor, financing statements, security agreements, documents, certificates or instruments pertaining to the Collateral or any part thereof or (ii) execute and deliver any agreements, documents, certificates or instruments as may be necessary to perfect a Lien on any Collateral (except in the case of personal property to the extent not required in the Indentures or the Security Documents). Each of the Trustees, the Company and each Subsidiary Guarantor hereby authorizes the Collateral Agent to file such documents and take all further action that may be necessary or desirable, to confirm, perfect, preserve and protect the security interests intended to be granted under the Security 0000-0000-0000 v10