Common use of Note Security Documents Clause in Contracts

Note Security Documents. The due and punctual payment of the principal of, premium on, 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 on, if any, and interest, if any (to the extent permitted by law), on the Notes and performance of all other obligations of the Issuers to the Holders of Notes or the Trustee under this Indenture and the Notes (including, without limitation, the Subsidiary Guarantees), according to the terms hereunder or thereunder, are secured as provided in the Note Security Documents. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Note Security Documents (including, without limitation, the provisions providing for foreclosure, subordination of Liens and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Trustee to direct the Collateral Trustee to enter into the Note Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Collateral Trustee pursuant to the Note Security Documents, and will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Note Security Documents, to assure and confirm to the Trustee and the Collateral Trustee the security interest in the Collateral contemplated hereby, by the Note Security Documents 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 and of the Notes secured hereby, according to the intent and purposes herein expressed. The Trustee, the Collateral Trustee and each Holder of the Notes, by accepting the Notes and the Subsidiary Guarantees of the Guarantors (with respect to the Holders) and the benefits of the Note Documents, acknowledges that, as more fully set forth in the Note Security Documents, the Collateral as now or hereafter constituted shall be held for the benefit of the Holders and Trustee, subject to the Collateral Trust Agreement, the Tenaska Intercreditor Agreement and any other intercreditor agreement entered into from time to time after the date hereof as contemplated by this Indenture, and the Lien of this Indenture and the Note Security Documents is subject to and qualified and limited in all respects by the Collateral Trust Agreement, the Tenaska Intercreditor Agreement and any other intercreditor agreement entered into from time to time after the date hereof as contemplated by this Indenture, the Note Security Documents and actions that may be taken thereunder. The Issuers will take, and will cause their Subsidiaries to take, any and all actions reasonably required to cause the Note Security Documents to create and maintain, as security for the Obligations of the Issuers hereunder, a valid and enforceable perfected second priority Lien (or, to the extent contemplated by the Tenaska Intercreditor Agreement, third or more junior priority Lien) in and on all the Collateral, in favor of the Collateral Trustee for the benefit of the Holders of Notes, superior to and prior to the rights of all third Persons and subject to no other Liens other than Liens permitted under Section 4.12; provided that, to the extent that any Note Security Document expressly states that any actions necessary to perfect such security interests are not required to be taken, no such actions will be necessary and to the extent that the Priority Lien Agent (acting in good faith) provides an extension of any delivery, filing, recording or other action in respect of the Collateral or the perfection thereof, such extension shall apply equally to this Agreement and the Note Security Documents. Neither the Trustee nor the Collateral Trustee shall have any obligation to file financing statements, termination statements or continuation statements, or be responsible for maintaining the security interests or perfection thereof purported to be created as described herein. Notwithstanding anything to the contrary contained herein or in any other Note Security Document, neither the Issuers nor the Guarantors shall be required to take any of the actions described in Section 5.13 and Schedule 5.13 of the Exit Credit Agreement with respect to the Collateral until the time periods set forth in Section 5.13 and Schedule 5.13 of the Exit Credit Agreement have expired.

Note Security Documents. The From and after the Issue Date and upon the execution and delivery of the Intercreditor Agreement (or joinders thereto) and the Note Security Documents, the due and punctual payment of the principal of, premium onpremium, if any, and or interest on, on the 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, premium onpremium, if any, and interest, if any (to the extent permitted by law), or interest on the Notes Notes, the Subsidiary Guarantees and performance of all other obligations Obligations of the Issuers Issuer and the Guarantors to the Holders of Notes or the Trustee under this Indenture and Indenture, the Notes (including, without limitationNotes, the Subsidiary Guarantees), the Intercreditor Agreement and the Note Security Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Note Security Documents, which define the terms of the Liens that secure the Obligations under this Indenture, the Notes and the Subsidiary Guarantees, subject to the terms of the Intercreditor Agreement. The Trustee, the Issuer and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral for the benefit of the Holders of the Notes, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Note Security Documents and the Intercreditor Agreement. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Note Security Documents (including, without limitation, including the provisions providing for foreclosurethe possession, subordination of Liens use, release and release foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture and the Intercreditor Agreement, and authorizes and directs the Trustee to direct the Notes Collateral Trustee Agent to enter into the Note Security Documents and the Intercreditor Agreement or joinders thereto on the Issue Date, and at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers will Upon the execution and delivery of the Note Security Documents, the Issuer shall deliver to the Trustee Notes Collateral Agent copies of all documents delivered required to the Collateral Trustee be filed pursuant to the Note Security Documents, and will do or cause to be done all such acts and things as may be necessary or proper, or as may be reasonably required by the provisions next sentence of the Note Security Documentsthis Section 11.01, to assure and confirm to the Trustee and the Notes Collateral Trustee Agent the security interest in the Collateral contemplated hereby, by the Note Security Documents 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 and of the Notes secured hereby, according to the intent and purposes herein expressed. The Trustee, the Collateral Trustee and each Holder of the Notes, by accepting the Notes Issuer and the Subsidiary Guarantees Guarantors shall take any and all actions and make all filings (including the filing of the Guarantors (with respect to the HoldersUCC financing statements, continuation statements and amendments thereto) and the benefits of the Note Documentspromptly execute, acknowledges that, as more fully set forth in acknowledge and deliver the Note Security Documents, the Collateral instruments, certificates, notices and other documents, in each case as now or hereafter constituted shall be held for the benefit of the Holders and Trustee, subject to the Collateral Trust Agreement, the Tenaska Intercreditor Agreement and any other intercreditor agreement entered into from time to time after the date hereof as contemplated by this Indenture, and the Lien of this Indenture and the Note Security Documents is subject to and qualified and limited in all respects by the Collateral Trust Agreement, the Tenaska Intercreditor Agreement and any other intercreditor agreement entered into from time to time after the date hereof as contemplated by this Indenture, the Note Security Documents and actions that may be taken thereunder. The Issuers will take, and will cause their Subsidiaries to take, any and all actions reasonably required to cause the Note Security Documents to create and maintain, as security for the Obligations of the Issuers hereunderIssuer and the Guarantors to the secured parties under this Indenture, the Notes, the Subsidiary Guarantees, the Intercreditor Agreement and the Note Security Documents, a valid and enforceable perfected second priority Lien (or, to the extent contemplated by the Tenaska Intercreditor Agreement, third or more junior priority Lien) and security interest in and on all of the CollateralCollateral (subject to the terms of the Intercreditor Agreement and the Note Security Documents), in favor of the Notes Collateral Trustee Agent for the benefit of the Holders of Notes, superior to and prior to the rights of all third Persons and Trustee subject to no other Liens other than Permitted Liens permitted under Section 4.12; provided thator Post-Release Permitted Liens, to the extent that any Note Security Document expressly states that any actions necessary to perfect such security interests are not required to be taken, no such actions will be necessary and to the extent that the Priority Lien Agent (acting in good faith) provides an extension of any delivery, filing, recording or other action in respect of the Collateral or the perfection thereof, such extension shall apply equally to this Agreement and the Note Security Documents. Neither the Trustee nor the Collateral Trustee shall have any obligation to file financing statements, termination statements or continuation statements, or be responsible for maintaining the security interests or perfection thereof purported to be created as described herein. Notwithstanding anything to the contrary contained herein or in any other Note Security Document, neither the Issuers nor the Guarantors shall be required to take any of the actions described in Section 5.13 and Schedule 5.13 of the Exit Credit Agreement with respect to the Collateral until the time periods set forth in Section 5.13 and Schedule 5.13 of the Exit Credit Agreement have expiredapplicable.

Note Security Documents. The From and after the Issue Date and upon the execution and delivery of the Intercreditor Agreement Joinder and the Note Security Documents, the due and punctual payment of the principal of, premium onpremium, if any, and or interest on, on the 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, premium onpremium, if any, and interest, if any (to the extent permitted by law), or interest on the Notes Notes, the Subsidiary Guarantees and performance of all other obligations Obligations of the Issuers Issuer and the Guarantors to the Holders of Notes or the Trustee under this Indenture and Indenture, the Notes (including, without limitationNotes, the Subsidiary Guarantees), the Intercreditor Agreement and the Note Security Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Note Security Documents, which define the terms of the Liens that secure the Obligations under this Indenture, the Notes and the Subsidiary Guarantees, subject to the terms of the Intercreditor Agreement. The Trustee, the Issuer and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral for the benefit of the Holders of the Notes, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Note Security Documents and the Intercreditor Agreement. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Note Security Documents (including, without limitation, including the provisions providing for foreclosurethe possession, subordination of Liens use, release and release foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture and the Intercreditor Agreement, and authorizes and directs the Trustee to direct and the Notes Collateral Trustee Agent to enter into the Note Security Documents and the Intercreditor Agreement (including pursuant to the Intercreditor Agreement Joinder) to which they are a party on the Issue Date, and at any time after the Issue Date, if applicable, and to perform its their respective obligations and exercise its their respective rights thereunder in accordance therewith. The Issuers will Upon the execution and delivery of the Note Security Documents, the Issuer shall deliver to the Trustee Notes Collateral Agent copies of all documents delivered required to the Collateral Trustee be filed pursuant to the Note Security Documents, and will do or cause to be done all such acts and things as may be necessary or proper, or as may be reasonably required by the provisions next sentence of the Note Security Documentsthis Section 11.01, to assure and confirm to the Trustee and the Notes Collateral Trustee Agent the security interest in the Collateral contemplated hereby, by the Note Security Documents 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 and of the Notes secured hereby, according to the intent and purposes herein expressed. The Trustee, the Collateral Trustee and each Holder of the Notes, by accepting the Notes Issuer and the Subsidiary Guarantees Guarantors shall take any and all actions and make all filings (including the filing of the Guarantors (with respect to the HoldersUCC financing statements, continuation statements and amendments thereto) and the benefits of the Note Documentspromptly execute, acknowledges that, as more fully set forth in acknowledge and deliver the Note Security Documents, the Collateral instruments, certificates, notices and other documents, in each case as now or hereafter constituted shall be held for the benefit of the Holders and Trustee, subject to the Collateral Trust Agreement, the Tenaska Intercreditor Agreement and any other intercreditor agreement entered into from time to time after the date hereof as contemplated by this Indenture, and the Lien of this Indenture and the Note Security Documents is subject to and qualified and limited in all respects by the Collateral Trust Agreement, the Tenaska Intercreditor Agreement and any other intercreditor agreement entered into from time to time after the date hereof as contemplated by this Indenture, the Note Security Documents and actions that may be taken thereunder. The Issuers will take, and will cause their Subsidiaries to take, any and all actions reasonably required to cause the Note Security Documents to create and maintain, as security for the Obligations of the Issuers hereunderIssuer and the Guarantors to the secured parties under this Indenture, the Notes, the Subsidiary Guarantees, the Intercreditor Agreement and the Note Security Documents, a valid and enforceable perfected second priority Lien (or, to the extent contemplated by the Tenaska Intercreditor Agreement, third or more junior priority Lien) and security interest in and on all of the CollateralCollateral (subject to the terms of the Intercreditor Agreement and the Note Security Documents), in favor of the Notes Collateral Trustee Agent for the benefit of the Holders of Notes, superior to and prior to the rights of all third Persons and Trustee subject to no other Liens other than Permitted Liens permitted under Section 4.12; provided thator Post-Release Permitted Liens, to the extent that any Note Security Document expressly states that any actions necessary to perfect such security interests are not required to be taken, no such actions will be necessary and to the extent that the Priority Lien Agent (acting in good faith) provides an extension of any delivery, filing, recording or other action in respect of the Collateral or the perfection thereof, such extension shall apply equally to this Agreement and the Note Security Documents. Neither the Trustee nor the Collateral Trustee shall have any obligation to file financing statements, termination statements or continuation statements, or be responsible for maintaining the security interests or perfection thereof purported to be created as described herein. Notwithstanding anything to the contrary contained herein or in any other Note Security Document, neither the Issuers nor the Guarantors shall be required to take any of the actions described in Section 5.13 and Schedule 5.13 of the Exit Credit Agreement with respect to the Collateral until the time periods set forth in Section 5.13 and Schedule 5.13 of the Exit Credit Agreement have expiredapplicable.