Collateral and Security Clause Samples

Collateral and Security. Section 10.01 Security Documents 63 Section 10.02 Collateral Agent 64 Section 10.03 Opinions 64 Section 10.04 Release of Collateral 65 Section 10.05 Certificates of the Issuer 66 Section 10.06 Certificates to the Trustee 66 Section 10.07 Authorization of Actions to be Taken by Trustee Under Security Documents 66 Section 10.08 Authorization of Receipt of Funds by Trustee Under Security Documents 67 Section 10.09 Collateral Agent 67 Section 10.10 Relative Rights; Intercreditor Agreement 68

Collateral and Security. Section 10.01.

Collateral and Security. 62 Section 10.1. Security...................................................................................62

Collateral and Security. Section 11.01 Security Documents 114 Section 11.02 Collateral Agent 114 Section 11.03 Authorization of Actions to Be Taken 115 Section 11.04 Release of Liens 116 Section 11.05 Filing, Recording and Opinions 117 Section 11.06 Purchaser Protected 118 Section 11.07 Powers Exercisable by Receiver or Trustee 118 Section 11.08 Release Upon Termination of the Issuers’ Obligations 119 Section 11.09 Designations 119 Section 12.01 Note Guarantees 119 Section 12.02 Limitation on Liability; Release 121 Section 12.03 Successors and Assigns 122 Section 12.04 No Waiver 122 Section 12.05 Modification 122 Section 12.06 Execution of Supplemental Indenture for Future Guarantors 122 Section 12.07 Non-Impairment 123 Section 13.01 Trust Indenture Act Controls 123 Section 13.02 Notices 123 Section 13.03 Communication by the Holders with Other Holders 124 Section 13.04 Certificate and Opinion as to Conditions Precedent 124 Section 13.05 Statements Required in Certificate or Opinion 124 Section 13.06 When Securities Disregarded 125 Section 13.07 Rules by Trustee, Paying Agent and Registrar 125 Section 13.08 Legal Holidays 125 Section 13.09 GOVERNING LAW 125 Section 13.10 No Recourse Against Others 125 Section 13.11 Successors 125 Section 13.12 Multiple Originals 126 Section 13.13 Table of Contents; Headings 126 Section 13.14 Indenture Controls 126 Section 13.15 Severability 126 Appendix A — Provisions Relating to Original Securities, Additional Securities and Exchange Securities EXHIBIT INDEX Exhibit A — Form of Transfer Restricted Security Exhibit B — Form of Original Security or Exchange Security Exhibit C — Form of Transferee Letter of Representation Exhibit D — Form of Supplemental Indenture TIA Section Indenture Section 310 13.01 (a) 7.10 (b) 7.08; 7.10 (b)(1) 7.10 311 13.01 (a) 7.11 (b) 7.11 312 13.01 (b) 13.03 (c) 13.03 313 13.01 (a) 7.06 (b) 7.06 314 13.01 (a)(4) 4.09 (b) 11.05 (b)(2) 11.05 (d) 11.05 315 13.01 316 13.01 317 13.01 318 13.01

Collateral and Security. The Notes and Guarantees will be secured by the Collateral on the terms and subject to the conditions set forth in the Indenture, the Intercreditor Agreement and the Security Documents. The Notes Collateral Agents will hold the Collateral for the benefit of the Indenture Secured Parties, in each case pursuant to the Indenture, the Security Documents and the Intercreditor Agreements. Each Holder, by accepting this Note, consents and agrees to the terms of the Indenture, the Security Documents (including the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreements, 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 Notes Collateral Agent to enter into the Security Documents, as applicable, and the Intercreditor Agreements, and to perform its obligations and exercise its rights thereunder in accordance therewith.

Collateral and Security. Section 10.01 Security Documents 97 Section 10.02 Release of Collateral 98 Section 10.03 Authorization of Actions to Be Taken by the Trustee 98 Section 10.04 Authorization of Receipt of Funds by the Trustee Under the Collateral Documents 99 Section 10.05 Termination of Security Interest 99 Section 10.06 Further Action 100 Section 10.07 [Reserved] 100

Collateral and Security. All Collateral items required to be physically delivered to the Agent under the Loan Documents shall have been so delivered, accompanied by any appropriate instruments of transfer (or arrangements satisfactory to the Agent for such delivery shall be in place), and all taxes, fees and other charges then due and payable in connection with the execution, delivery, recording, publishing and filing of such instruments and incurrence of the Obligations and the delivery of the Loan Documents shall have been paid in full;

Collateral and Security. Equal and Ratable Sharing of Collateral by Holders of Parity Lien Debt; Sharing Confirmation... 78 Section 10.02 Ranking of Note Liens.......................................................................... 79 Section 10.03 Release of Security Interest in Respect of Notes............................................... 79

Collateral and Security. The due and punctual payment of the principal of, premium, if any, and interest on the Notes 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, premium, if any, and interest on the Notes and performance of all other Obligations of the Issuer and the Guarantors to the Holders or the Trustee and the Second Lien Collateral Agent under the Indenture, the Notes, the Note Guarantees, the Intercreditor Agreement and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure such Obligations, subject to the terms of the Intercreditor Agreement. The Trustee and the Issuer hereby acknowledge and agree that the Second Lien Collateral Agent holds the Collateral in trust for the benefit of itself, the Holders and the Trustee and pursuant to the terms of the Security Documents, the Intercreditor Agreement and any other intercreditor agreement entered into pursuant to the terms of the Indenture. Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral), the Intercreditor Agreement and any other intercreditor agreement entered into pursuant to the terms of the Indenture, as the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture, the Intercreditor Agreement and any other intercreditor agreement entered into pursuant to the terms of the Indenture, and authorizes and directs the Second Lien Collateral Agent to enter into the Security Documents, the Intercreditor Agreement and any other intercreditor agreement entered into pursuant to the terms of the Indenture and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer shall deliver to the Second Lien Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01, to assure and confirm to the Second Lien Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents, by the Intercreditor Agreement and by any other intercreditor agreement en...