Common use of Collateral Agreements Clause in Contracts

Collateral Agreements. (a) The due and punctual payment of the principal of and interest, if any, on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Note Guarantees and performance of all other obligations of the Company and the Guarantors to the Holders, the Trustee or the Collateral Agent under this Indenture, the Notes, the Note Guarantees and the Collateral Agreements, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Agreements. Each Holder, by its acceptance thereof, consents and agrees to the terms of the Collateral Agreements and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of the Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs each of the Collateral Agent and the Trustee, as the case may be, to enter into the Collateral Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company and the Guarantors shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to any Collateral Agreements, and shall do or cause to be done all such acts and things as may be necessary or proper, or that the Collateral Agent from time to time may request, or as may be required by the provisions of any Collateral Agreement, to assure and confirm to the Trustee and the Collateral Agent that the Collateral Agent holds, for the benefit of itself, the Trustee and the Holders, duly created and perfected Note Liens upon the Collateral (including any After-Acquired Property), in each case, as contemplated hereby, by any Collateral Agreements or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture, the Notes and the Note Guarantees secured hereby, according to the intent and purposes herein expressed. The Company shall take, or shall cause its Subsidiaries to take, upon request of the Trustee or the Collateral Agent, any and all actions reasonably required to cause the Collateral Agreements to create and maintain, as security for the Obligations of the Company and the Guarantors hereunder, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor of the Collateral Agent and the Trustee, as the case may be, for the benefit of the Collateral Agent, the Trustee and the Holders and other Indebtedness subject to the Collateral Agreements superior to and prior to the rights of all third Persons (other than holders of Permitted Senior Liens) and subject to no other Liens other than Permitted Liens. The Company and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of itself, the Trustee and the Holders, in each case pursuant to the terms of the Collateral Agreements and the Intercreditor Agreement.

Collateral Agreements. (a) The due and punctual payment of the principal of and interest, if any, on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Note Guarantees and performance of all other obligations of the Company and the Guarantors to the Holders, the Trustee or the Collateral Agent under this Indenture, the Notes, the Note Guarantees and the Collateral Agreements, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Agreements. Each Holder, by its acceptance thereof, consents and agrees to the terms of the Collateral Agreements and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of the Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs each of the Collateral Agent and the Trustee, as the case may be, to enter into the Collateral Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company and the Guarantors shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to any Collateral Agreements, and shall do or cause to be done all such acts and things as may be necessary or proper, or that the Collateral Agent from time to time may request, or as may be required by the provisions of any Collateral Agreement, to assure and confirm to the Trustee and the Collateral Agent that the Collateral Agent holds, for the benefit of itself, the Trustee and the Holders, duly created and perfected Note Liens upon the Collateral (including any After-Acquired Property), in each case, as contemplated hereby, by any Collateral Agreements or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture, the Notes and the Note Guarantees secured hereby, according to the intent and purposes herein expressed. The Company shall take, or shall cause its Subsidiaries to take, upon request of the Trustee or the Collateral Agent, any and all actions reasonably required to cause the Collateral Agreements to create and maintain, as security for the Obligations of the Company and the Guarantors hereunder, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor of the Collateral Agent and the Trustee, as the case may be, for the benefit of the Collateral Agent, the Trustee and the Holders and other Indebtedness subject to the Collateral Agreements superior to and prior to the rights of all third Persons (other than holders of Permitted Senior Liens) and subject to no other Liens other than Permitted Liens. The Company and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of itself, the Trustee and the Holders, in each case pursuant to the terms of the Collateral Agreements and the Intercreditor Agreement.

Collateral Agreements. (a) The due and punctual payment of the principal of and interest, if any, interest on the Senior Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Senior Notes and the Note Guarantees and performance of all other obligations of the Company and the Subsidiary Guarantors to the Holders, Holders of Senior Notes or the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Note Subsidiary Guarantees and the Collateral Related Agreements, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral AgreementsAgreements which the Company and certain Subsidiaries have entered into simultaneously with the execution of this Indenture. Each HolderHolder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Agreements and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of the Collateral) as the same may be in effect or may be amended from time to time in accordance with their its terms and authorizes and directs each of the Collateral Agent and the Trustee, as the case may be, to enter into the Collateral Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Collateral Agent agrees that it will not consent to any action or proposed action under any of the Related Agreements (except with respect to the release of the Remaining Interest as provided in Section 12.03) without obtaining the prior consent of the Holders or Beneficial Holders of a majority of the principal amount of the then outstanding Senior Notes. The Company and the Guarantors shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to any the Collateral Agreements, and shall do or cause to be done all such acts and things as may be necessary or proper, or that the Collateral Agent from time to time may request, or as may be required by the provisions of any the Collateral AgreementAgreements, to assure and confirm to the Trustee and the Collateral Agent that the Collateral Agent holds, for security interest in the benefit of itself, the Trustee and the Holders, duly created and perfected Note Liens upon the Collateral (including any After-Acquired Property), in each case, as contemplated herebyCollateral, by any the Collateral Agreements or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture, Indenture and of the Senior Notes and the Note Guarantees secured hereby, according to the intent and purposes herein expressed. The Company and the Subsidiary Guarantors shall take, or and the Company shall cause its Subsidiaries to take, upon request of the Trustee or the Collateral Agent, any and all actions reasonably required to cause the Collateral Agreements to create and maintain, as security for the Guaranteed Obligations of the Company and the Subsidiary Guarantors hereunder, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor of the Collateral Agent and the Trustee, as the case may be, for the benefit of the Collateral AgentHolders of Senior Notes, the Trustee and the Holders and other Indebtedness subject to the Collateral Agreements superior to and prior to the rights of all third Persons (other than holders of Permitted Senior Liens) and subject to no other Liens other than Permitted Liens. The Company and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of itself, the Trustee and the Holders, in each case pursuant to the terms of the Collateral Agreements and the Intercreditor Agreement.

Collateral Agreements. (a) The due and punctual payment of the principal of and interestof, premium, if any, and interest on the Senior Notes and (including the Note Guarantees Additional Senior Notes) when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium, if any, and interest (to the extent permitted by law), if any, on the Senior Notes and the Note Guarantees and performance of all other obligations of the Company Publishing and the Guarantors to the HoldersHolders of Senior Notes, the Trustee or under this Indenture and the Senior Notes and the Guarantee, and the Collateral Agent under this Indenture, the Notes, the Note Guarantees and the Collateral Agreements, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Agreements. Each HolderHolder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Intercreditor Agreement and the other Collateral Agreements and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of the Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and the terms hereof and authorizes and directs each of the Collateral Agent and the Trustee, as the case may beCollateral Agent, to enter into the Intercreditor Agreement and the other Collateral Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company Publishing and the Guarantors shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to any the Collateral Agreements, and shall do or cause to be done all such acts and things as may be necessary or proper, or that the Collateral Agent from time to time may request, or as may be required by the provisions of any the Collateral AgreementAgreements, to assure and confirm to the Trustee and the Collateral Agent that the Collateral Agent holds, for security interest in and Lien on the benefit of itself, the Trustee and the Holders, duly created and perfected Note Liens upon the Collateral (including any After-Acquired Property), in each case, as contemplated herebyCollateral, by any the Collateral Agreements or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture, Indenture and of the Notes and the Note Guarantees secured herebySenior Notes, according to the intent and purposes herein expressed. The Company Publishing and Parent shall take, or shall cause its their respective Subsidiaries to take, upon request of the Trustee or the Collateral AgentTrustee, any and all actions reasonably required to cause the Collateral Agreements to create and maintain, as security for the Obligations obligations of the Company Publishing and the Guarantors hereunder, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor of the Collateral Agent and the Trustee, as the case may be, for the benefit of the Collateral Agent, the Trustee and the Holders and other Indebtedness subject to the Collateral Agreements superior to and prior to the rights of all third Persons (other than holders of Permitted Senior Liens) and subject to no other Liens other than Permitted Liens. The Company and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of itself, the Trustee and the Holders, in each case pursuant to the terms of the Collateral Agreements and the Intercreditor Agreement.,

Collateral Agreements. (a) The due and punctual payment of the principal of and interestof, premium, if any, Loan Fees, and interest on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium, if any, Loan Fees, and interest (to the extent permitted by law), if any, on the Notes and the Note Guarantees and performance of all other obligations of the Company and the Guarantors to the Holders, the Trustee or under this Indenture and the Notes, and any Collateral Agent under this Indenture, the Notes, the Note Guarantees and the Collateral Agreements, according to the terms hereunder or thereunder, shall be secured as provided in the such Collateral Agreements. Each HolderHolder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Agreements and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of the Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and the terms hereof and authorizes and directs each of the Collateral Agent and the Trustee, as the case may be, Trustee to enter into the Collateral Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company and the Guarantors shall deliver to the Trustee copies of all documents delivered to the each Collateral Agent pursuant to any the Collateral Agreements, and shall do or cause to be done all such acts and things as may be necessary or proper, or that the Collateral Agent from time to time may request, or as may be required by the provisions of any the Collateral AgreementAgreements, to assure and confirm to the Trustee and the respective Collateral Agent that the security interest in and Lien on the Collateral Agent holds, for to the benefit extent held pursuant to each of itself, the Trustee and the Holders, duly created and perfected Note Liens upon the Collateral (including any After-Acquired Property), in each case, as contemplated hereby, by any Collateral Agreements or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture, Indenture and of the Notes and the Note Guarantees secured herebyNotes, according to the intent and purposes herein expressed. The Subject to Section 10.02(c), the Company shall take, or shall cause its Restricted Subsidiaries to take, upon request of the Trustee or the Collateral AgentTrustee, any and all actions reasonably required to cause the Collateral Agreements to create and maintain, as security for the Obligations obligations of the Company and Company, subject to the Guarantors hereunderIntercreditor Agreement, (i) a valid and enforceable perfected first priority Lien in and on all the Collateral, First Lien Collateral in favor of the applicable Collateral Agent for the benefit of the Holders, such Collateral Agent and the Trustee, as the case may be, for the benefit of the Collateral Agent, the Trustee and the Holders and other Indebtedness subject to the Collateral Agreements superior to and prior to the rights of all third Persons (other than holders of Permitted Senior Liens) persons and subject to no other Liens other than than, to the extent permitted by the applicable Collateral Agreements, Collateral Permitted Liens. The Company , and (ii) a valid and enforceable perfected Lien in and on all the Guarantors hereby agree that Second Lien Collateral in favor of the applicable Collateral Agent shall hold the Collateral in trust for the benefit of itself, the Trustee and the Holders, in each case pursuant the Collateral Agent and the Trustee, subject to no other Liens other than, to the terms of the Collateral Agreements extent permitted by this Indenture and the Intercreditor Agreementapplicable Collateral Agreements, Collateral Permitted Liens.

Collateral Agreements. (a) The Prior to the effective time of the Merger, the due and punctual payment of the principal of and interestinterest and Liquidated Damages, if any, on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Liquidated Damages (to the extent permitted by law), if any, on the Notes and the Note Guarantees and performance of all other obligations of the Company to the Holders of Notes or the Trustee under this Indenture and the Guarantors to the Holders, the Trustee or the Collateral Agent under this Indenture, the Notes, the Note Guarantees and the Collateral Agreements, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Agreements[_______________] Agreements which the Company has entered into simultaneously with the execution of this Indenture. Each HolderHolder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Agreements and the Intercreditor [_______________] Agreement (including, without limitation, the provisions providing for foreclosure and release of the Collateral) as the same may be in effect or may be amended from time to time in accordance with their its terms and authorizes and directs each of the Collateral Agent and the Trustee, as the case may be, to enter into the Collateral Agreements [_______________] Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company and the Guarantors shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to any Collateral Agreementsthe [_______________] Agreement, and shall do or cause to be done all such acts and things as may be necessary or proper, or that the Collateral Agent from time to time may request, or as may be required by the provisions of any Collateral Agreementthe [_______________] Agreement , to assure and confirm to the Trustee and the Collateral Agent that the security interest in the Collateral Agent holds, for the benefit of itself, the Trustee and the Holders, duly created and perfected Note Liens upon the Collateral (including any After-Acquired Property), in each case, as contemplated hereby, by any Collateral Agreements the [_______________] Agreement or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture, Indenture and of the Notes and the Note Guarantees secured hereby, according to the intent and purposes herein expressed. The Company shall take, or shall cause its Subsidiaries to take, upon request of the Trustee or the Collateral AgentTrustee, any and all actions reasonably required to cause the Collateral Agreements [_______________] Agreement to create and maintain, as security for the Obligations of the Company and the Guarantors hereunder, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor of the Collateral Agent and the Trustee, as the case may be, for the benefit of the Collateral Agent, the Trustee Holders of Notes and the Holders and other Indebtedness subject to lenders under the Collateral Agreements Credit Agreement, superior to and prior to the rights of all third Persons (other than holders of Permitted Senior Liens) and subject to no other Liens (other than Permitted Liens. The Company and "PERMITTED LIENS" as defined in the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of itself, the Trustee and the Holders, in each case pursuant to the terms of the Collateral Agreements and the Intercreditor Credit Agreement).

Collateral Agreements. (a) The due and punctual payment of the principal of and interest, if any, interest on the Senior Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Senior Notes and the Note Guarantees and performance of all other obligations of the Company Publishing and the Guarantors to the Holders, Holders of Senior Notes or the Trustee or the Collateral Agent under this Indenture, the Notes, the Note Guarantees Indenture and the Collateral AgreementsSenior Notes and the Guarantee, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral AgreementsAgreement which Publishing and the Trustee have entered into simultaneously with the execution of this Indenture. Each HolderHolder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Agreements and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of the Collateral) as the same may be in effect or may be amended from time to time in accordance with their its terms and authorizes and directs each of the Collateral Agent and the Trustee, as the case may be, to enter into the Collateral Agreements Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company and the Guarantors Publishing shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to any the Collateral AgreementsAgreement, and shall do or cause to be done all such acts and things as may be necessary or proper, or that the Collateral Agent from time to time may request, or as may be required by the provisions of any the Collateral AgreementAgreements, to assure and confirm to the Trustee and the Collateral Agent that the Collateral Agent holds, for security interest in the benefit of itself, the Trustee and the Holders, duly created and perfected Note Liens upon the Collateral (including any After-Acquired Property), in each case, as contemplated herebyCollateral, by any the Collateral Agreements or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture, Indenture and of the Senior Notes and the Note Guarantees secured hereby, according to the intent and purposes herein expressed. The Company Publishing and Parent shall take, or shall cause its Subsidiaries to take, upon request of the Trustee or the Collateral AgentTrustee, any and all actions reasonably required to cause the Collateral Agreements to create and maintain, as security for the Obligations of the Company and the Guarantors Publishing hereunder, a valid and enforceable perfected first priority Lien in and on all the First Lien Collateral, in favor of the Collateral Agent and the Trustee, as the case may be, for the benefit of the Collateral AgentHolders of Senior Notes, the Trustee and the Holders and other Indebtedness subject to the Collateral Agreements superior to and prior to the rights of all third Persons (other than holders of Permitted Senior Liens) and subject to no other Liens other than than, to the extent permitted by the Security Agreement, Permitted Liens. The Company Liens and a valid and enforceable perfected second priority Lien in and on all the Guarantors hereby agree that Second Lien Collateral, in favor of the Collateral Agent shall hold the Collateral in trust for the benefit of itselfthe Holders of Senior Notes, subject to no other Liens than the Trustee and the Holders, in each case pursuant to the terms of the Collateral Agreements and the Intercreditor AgreementPermitted Liens.

Collateral Agreements. (a) The due and punctual payment of the principal of and interestof, premium, if any, Loan Fees, and interest on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium, if any, Loan Fees, and interest (to the extent permitted by law), if any, on the Notes and the Note Guarantees and performance of all other obligations of the Company and the Guarantors to the Holders, the Trustee or under this Indenture and the Notes, and any Collateral Agent under this Indenture, the Notes, the Note Guarantees and the Collateral Agreements, according to the terms hereunder or thereunder, shall be secured as provided in the such Collateral Agreements. Each HolderHolder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Agreements and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of the Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and the terms hereof and authorizes and directs each of the Collateral Agent and the Trustee, as the case may be, Trustee to enter into the Collateral Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company and the Guarantors shall deliver to the Trustee copies of all documents delivered to the each Collateral Agent pursuant to any the Collateral Agreements, and shall do or cause to be done all such acts and things as may be necessary or proper, or that the Collateral Agent from time to time may request, or as may be required by the provisions of any the Collateral AgreementAgreements, to assure and confirm to the Trustee and the respective Collateral Agent that the security interest in and Lien on the Collateral Agent holds, for to the benefit extent held pursuant to each of itself, the Trustee and the Holders, duly created and perfected Note Liens upon the Collateral (including any After-Acquired Property), in each case, as contemplated hereby, by any Collateral Agreements or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture, Indenture and of the Notes and the Note Guarantees secured herebyNotes, according to the intent and purposes herein expressed. The Subject to Section 10.02(c), the Company shall take, or shall cause its Restricted Subsidiaries to take, upon request of the Trustee or the Collateral AgentTrustee, any and all actions reasonably required to cause the Collateral Agreements to create and maintain, as security for the Obligations obligations of the Company and Company, subject to the Guarantors hereunderIntercreditor Agreement, a valid and enforceable perfected first priority Lien in and on all the Second Lien Collateral and Third Lien Collateral, in favor of the applicable Collateral Agent for the benefit of the Holders, the Collateral Agent and the Trustee, as the case may be, for the benefit of the Collateral Agent, the Trustee and the Holders and other Indebtedness subject to the Collateral Agreements superior to and prior to the rights of all third Persons (other than holders of Permitted Senior Liens) and subject to no other Liens other than than, to the extent permitted by this Indenture and the applicable Collateral Agreements, Collateral Permitted Liens. The Company and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of itself, the Trustee and the Holders, in each case pursuant to the terms of the Collateral Agreements and the Intercreditor Agreement.

Collateral Agreements. (a) The due During the Term, Subtenant shall have the right and punctual payment obligation to enter into agreements and service contracts on behalf of the principal of and interest, if any, on Facility which are necessary or reasonably required in connection with the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Note Guarantees and performance of all other obligations operation of the Company and the Guarantors to the Holders, the Trustee or the Collateral Agent under this Indenture, the Notes, the Note Guarantees and the Collateral Agreements, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Agreements. Each Holder, by Subleased Property for its acceptance thereof, consents and agrees to the terms of the Collateral Agreements and the Intercreditor Agreement (Primary Intended Use including, without limitation, the provisions providing for foreclosure membership agreements. Subtenant (or its affiliate) has also entered into various agreements and release service contacts in connection with its operation of the Collateral) Facility prior to the Commencement Date. All such agreements and service contracts, whether entered into prior to or during the Term and whether entered into by Subtenant or by Palmxx Xxxagement (as defined in Article 30 below), are hereinafter collectively referred to as the same may be in effect or may be amended from time "Collateral Agreements." For good and valuable consideration, the receipt of which is hereby acknowledged, and subject to time in accordance with their the terms and authorizes conditions hereinafter set forth, Subtenant and directs each Palmxx Xxxagement hereby assign to Sublandlord all of Subtenant's and Palmxx Xxxagement's right, title and interest in the Collateral Agent Agreements; provided, however, that Subtenant and Palmxx Xxxagement shall continue to have all rights under said Collateral Agreements at all times during the TrusteeTerm hereof when an Event of Default is not then existing hereunder (subject, however, to the terms set forth below relative to restrictions with respect to membership agreements). Upon the occurrence and during the continuance of an Event of Default (and in addition to any other rights and remedies available to Sublandlord), and upon the expiration or earlier termination of this Sublease, Sublandlord shall have the right, but not the obligation, by itself or by a designee, to take the place of Subtenant or Palmxx Xxxagement, as the case may be, under any or all of the Collateral Agreements, to enter into proceed to perform any and all obligations of the owner or operator contained in any such Collateral Agreements and exercise any and all rights of the owner or operator therein contained as fully as the Subtenant or Palmxx Xxxagement itself could, and to take possession of all documents reasonably required by Sublandlord to exercise its rights and perform its obligations and exercise its rights thereunder in accordance therewith. The Company and the Guarantors shall deliver to the Trustee copies of all documents delivered to under the Collateral Agent pursuant Agreements. Subtenant and Palmxx Xxxagement each hereby appoints Sublandlord its attorney-in-fact to any Collateral Agreements, take such action and shall do or cause to be done all execute such acts and things documents as may be are necessary or proper, deemed appropriate by Sublandlord to effectuate the transfer of Subtenant's or that the Collateral Agent from time to time may request, or as may be required by the provisions of any Collateral Agreement, to assure and confirm to the Trustee and the Collateral Agent that the Collateral Agent holds, for the benefit of itself, the Trustee and the Holders, duly created and perfected Note Liens upon the Collateral (including any After-Acquired Property), in each case, as contemplated hereby, by any Collateral Agreements or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture, the Notes and the Note Guarantees secured hereby, according to the intent and purposes herein expressed. The Company shall take, or shall cause its Subsidiaries to take, upon request of the Trustee or the Collateral Agent, any and all actions reasonably required to cause the Collateral Agreements to create and maintain, as security for the Obligations of the Company and the Guarantors hereunder, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor of the Collateral Agent and the TrusteePalmxx Xxxagement's, as the case may be, for the benefit of the Collateral Agentright, the Trustee title and the Holders and other Indebtedness subject to the interest in those Collateral Agreements superior to which Sublandlord designates for such transfer. This power of attorney granted hereby shall be irrevocable and prior to the rights of all third Persons (other than holders of Permitted Senior Liens) coupled with an interest. Subtenant and subject to no other Liens other than Permitted Liens. The Company and the Guarantors hereby agree Palmxx Xxxagement each acknowledges that the Collateral Agent shall hold the Collateral in trust for the benefit foregoing assignment of itself, the Trustee and the Holders, in each case pursuant to the terms of the Collateral Agreements and the Intercreditor Agreement.described above is an integral part of Sublandlord's consideration for

Collateral Agreements. (a) The due During the Term, Tenant shall have the right and punctual payment obligation to enter into agreements and service contracts on behalf of the principal of and interest, if any, on Facility which are necessary or reasonably required in connection with the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Note Guarantees and performance of all other obligations operation of the Company and the Guarantors to the Holders, the Trustee or the Collateral Agent under this Indenture, the Notes, the Note Guarantees and the Collateral Agreements, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Agreements. Each Holder, by Leased Property for its acceptance thereof, consents and agrees to the terms of the Collateral Agreements and the Intercreditor Agreement (Primary Intended Use including, without limitation, the provisions providing for foreclosure membership agreements. Tenant (or its affiliate) has also entered into various agreements and release service contacts in connection with its operation of the Collateral) Facility prior to the Commencement Date. All such agreements and service contracts, whether entered into prior to or during the Term and whether entered into by Tenant or by Palmxx Xxxagement (as defined in Article 30 below), are hereinafter collectively referred to as the same may be in effect or may be amended from time "Collateral Agreements." For good and valuable consideration, the receipt of which is hereby acknowledged, and subject to time in accordance with their the terms and authorizes conditions hereinafter set forth, Tenant and directs each Palmxx Xxxagement hereby assign to Landlord all of Tenant's and Palmxx Xxxagement's right, title and interest in the Collateral Agent Agreements; provided, however, that Tenant and Palmxx Xxxagement shall continue to have all rights under said Collateral Agreements at all times during the TrusteeTerm hereof when an Event of Default is not then existing hereunder (subject, however, to the terms set forth below relative to restrictions with respect to membership agreements). Upon the occurrence and during the continuance of an Event of Default (and in addition to any other rights and remedies available to Landlord), and upon the expiration or earlier termination of this Lease, Landlord shall have the right, but not the obligation, by itself or by a designee, to take the place of Tenant or Palmxx Xxxagement, as the case may be, under any or all of the Collateral Agreements, to enter into proceed to perform any and all obligations of the owner or operator contained in any such Collateral Agreements and exercise any and all rights of the owner or operator therein contained as fully as the Tenant or Palmxx Xxxagement itself could, and to take possession of all documents reasonably required by Landlord to exercise its rights and perform its obligations and exercise its rights thereunder in accordance therewith. The Company and the Guarantors shall deliver to the Trustee copies of all documents delivered to under the Collateral Agent pursuant Agreements. Tenant and Palmxx Xxxagement each hereby appoints Landlord its attorney-in-fact to any Collateral Agreements, take such action and shall do or cause to be done all execute such acts and things documents as may be are necessary or proper, deemed appropriate by Landlord to effectuate the transfer of Tenant's or that the Collateral Agent from time to time may request, or as may be required by the provisions of any Collateral Agreement, to assure and confirm to the Trustee and the Collateral Agent that the Collateral Agent holds, for the benefit of itself, the Trustee and the Holders, duly created and perfected Note Liens upon the Collateral (including any After-Acquired Property), in each case, as contemplated hereby, by any Collateral Agreements or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture, the Notes and the Note Guarantees secured hereby, according to the intent and purposes herein expressed. The Company shall take, or shall cause its Subsidiaries to take, upon request of the Trustee or the Collateral Agent, any and all actions reasonably required to cause the Collateral Agreements to create and maintain, as security for the Obligations of the Company and the Guarantors hereunder, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor of the Collateral Agent and the TrusteePalmxx Xxxagement's, as the case may be, for the benefit of the Collateral Agentright, the Trustee title and the Holders and other Indebtedness subject to the interest in those Collateral Agreements superior to which Landlord designates for such transfer. This power of attorney granted hereby shall be irrevocable and prior to the rights of all third Persons (other than holders of Permitted Senior Liens) coupled with an interest. Tenant and subject to no other Liens other than Permitted Liens. The Company and the Guarantors hereby agree Palmxx Xxxagement each acknowledges that the Collateral Agent shall hold the Collateral in trust for the benefit foregoing assignment of itself, the Trustee and the Holders, in each case pursuant to the terms of the Collateral Agreements described above is an integral part of Landlord's consideration for entering into this Lease and the Intercreditor Agreement.that neither Tenant nor Palmxx Xxxagement shall be entitled to any additional consideration relative to such assignment. Tenant and Palmxx Xxxagement hereby each

Collateral Agreements. (a) The due and punctual payment of the principal of and interest, if any, on the Notes Securities and the Note Subsidiary Guarantees when and as the same shall be due and payable, whether on an interest a payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes Securities and the Note Subsidiary Guarantees and performance of all other obligations of the Company and the Subsidiary Guarantors to the Holders, the Trustee or the Collateral Agent under this Indenture, the NotesSecurities, the Note Subsidiary Guarantees and the Collateral Agreements, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Agreements. Each Holder, by its acceptance thereofof any Securities, consents and agrees to the terms of the Collateral Agreements and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of the Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs each of the Collateral Agent and the Trustee, as the case may be, to enter into the Collateral Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company and the Subsidiary Guarantors shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to any Collateral Agreements, and shall do or cause to be done all such acts and things as may be necessary or proper, or that the Collateral Agent from time to time may reasonably request, or as may be required by the provisions of any Collateral Agreement, to assure and confirm to the Trustee and the Collateral Agent that the Collateral Agent holds, for the benefit of itself, the Trustee and the Holders, duly created and perfected Note Liens upon the Collateral (including any Afterafter-Acquired acquired Property), in each case, as contemplated hereby, by any Collateral Agreements or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture, the Notes Securities and the Note Subsidiary Guarantees secured hereby, according to the intent and purposes herein expressed. The Company shall take, or shall cause its Subsidiaries the Subsidiary Guarantors to take, including upon request of the Trustee or the Collateral Agent, any and all actions reasonably required to cause the Collateral Agreements to create and maintain, as security for the Obligations of the Company and the Guarantors hereunderNote Obligations, a valid and enforceable perfected first priority Lien in and on all the Collateral, Collateral in favor of the Collateral Agent and the TrusteeAgent, as the case may be, for the benefit of the Collateral Agent, the Trustee and the Holders and other Indebtedness subject to the Collateral Agreements Holders, such Lien being superior to and prior to the rights of all third Persons (other than holders of except Permitted Senior Liens) Liens and such Collateral shall be subject to no other Liens other than Permitted Liensthose permitted under Section 3.7. The Company and the Subsidiary Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of itself, the Trustee and the Holders, in each case pursuant to the terms of the Collateral Agreements and the Intercreditor AgreementAgreements.

Collateral Agreements. (a) The due and punctual payment of the principal of and interestinterest and Additional Interest, if any, on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Interest (to the extent permitted by law), if any, on the Notes and the Note Guarantees and performance of all other obligations Obligations of the Company and the Guarantors to the Holders, Holders of Notes or the Trustee or the Collateral Agent under this Indenture, the Notes, the Note Guarantees Notes and the Collateral AgreementsGuaranties, according to the terms hereunder or thereunder, shall be are secured as provided in the Collateral AgreementsAgreements which the Company and the Guarantors have entered into simultaneously with the execution of this Indenture. Each HolderHolder of Notes, by its acceptance thereof, consents and agrees to the terms of each of the Collateral Agreements and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of the Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and authorizes and directs each of the Collateral Agent (and the Trustee, as in the case may be, of the Intercreditor Agreement) to enter into the Collateral Agreements and the Intercreditor Agreement and, in each case, to perform its obligations and exercise its rights thereunder in accordance therewith. The Company and the Guarantors shall will deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to any the Collateral Agreements, and shall will do or cause to be done all such acts and things as may be necessary or proper, or that the Collateral Agent from time to time may request, or as may be required by the provisions of any the Collateral AgreementAgreements, to assure and confirm to the Trustee and the Collateral Agent that the security interest in the Collateral Agent holds, for the benefit of itself, the Trustee and the Holders, duly created and perfected Note Liens upon the Collateral (including any After-Acquired Property), in each case, as contemplated hereby, by any the Collateral Agreements or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture, Indenture and of the Notes and the Note Guarantees Guaranties secured hereby, according to the intent and purposes herein expressed. The Company shall will take, or shall and will cause its Subsidiaries to take, upon request of the Trustee or the Collateral AgentTrustee, any and all actions reasonably required to cause the Collateral Agreements to create and maintain, as security for the Obligations of the Company and the Guarantors hereunder, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor of the Collateral Agent and the Trustee, as the case may be, for the benefit of the Collateral AgentHolders of Notes, the Trustee and the Holders and other Indebtedness subject to the Collateral Agreements superior to and prior to the rights of all third Persons (other than holders of Permitted Senior Liens) and subject to no other Liens other than Permitted Liens. The Company and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of itself, the Trustee and the Holders, in each case pursuant to the terms of the Collateral Agreements and the Intercreditor Agreement.