Common use of Security Documents; Additional Collateral Clause in Contracts

Security Documents; Additional Collateral. (a) In order to secure the due and punctual payment of the Securities and all other Obligations in respect of the Securities and this Indenture and the Security Documents, and the other amounts payable to the Trustee hereunder, the Company and the Guarantors shall, on the Issue Date or thereafter in accordance with the provisions of this Section 10.1 and Section 10.2 hereof, enter into the applicable Security Documents to create the Lien on the Collateral in favor of the Notes Collateral Agent (subject to the terms of the Intercreditor Agreement) for the benefit of the Noteholder Secured Parties and to provide for certain related intercreditor matters. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Noteholder Secured Parties, in each case pursuant to the terms of the Security Documents and the Intercreditor Agreement. Each Holder, by accepting a Security (including any Indebtedness issued after the Issue Date pursuant to clause (iii) of the fourth paragraph of Section 2.2), consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and 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 their terms and this Indenture and the Intercreditor Agreement, and authorizes and directs the Notes Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith; provided, however, that if any of the provisions of the Security Documents limit, qualify or conflict with the duties imposed by the provisions of the TIA, the TIA shall control. Any Guarantor shall, upon becoming a Guarantor, become a party to each applicable Security Document as shall be necessary or appropriate to grant and create a valid Lien on and security interest in the personal property of such Guarantor of the type described in the definition of “Collateral” in the Security Agreement and, to the extent required by Section 10.1(b), all real property owned by such Guarantor, in each case, subject to no Liens other than Liens permitted by this Indenture and the Security Documents. In furtherance and in compliance with the provisions of Section 4.19 herein, after the Issue Date, to further secure the Obligations in respect of the Securities and this Indenture, the Company and the Guarantors shall enter into the applicable Security Documents to create a Lien in favor of Notes Collateral Agent for the benefit of the Noteholder Secured Parties on any and all Collateral (subject to the terms of the Intercreditor Agreement) on which a Lien is granted to the Notes Collateral Agent for the benefit of the Noteholder Secured Parties.

Security Documents; Additional Collateral. (a) In order to secure the due and punctual The payment of the Securities principal of, premium, if any, and interest on the Notes when due, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant to the Notes or by any Guarantor pursuant to its Note Guarantees, the payment of all other Obligations in respect of the Securities and this Indenture and secured obligations under the Security Documents, and the performance of all other amounts payable to obligations of the Trustee hereunderIssuers under this Indenture, the Company Notes and the Guarantors shall, on the Issue Date or thereafter in accordance with the provisions of this Section 10.1 and Section 10.2 hereof, enter into the applicable Security Documents to create the Lien are secured by Liens on the Collateral in favor of the Notes Collateral Agent (subject to the terms of the Intercreditor Agreement) for the benefit of the Noteholder Secured Parties and to provide for certain related intercreditor matters. The Trustee and the Company Holders prior to all other Liens except for Permitted Collateral Liens (other than as described in clause (y) of the definition thereof), as provided in the Security Documents, and will be secured as provided in the Security Documents hereafter delivered as required or permitted by this Indenture. The Trustee, the Issuers and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Noteholder Secured PartiesTrustee and the Holders and the other secured parties under the Security Documents as provided therein and enforcing their rights (in their capacity as such) with respect to the Collateral, in each case pursuant to the terms of the Security Documents and the Intercreditor AgreementDocuments. Each Holder, by accepting a Security (including any Indebtedness issued after the Issue Date pursuant to clause (iii) of the fourth paragraph of Section 2.2)Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and 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 their terms and this Indenture and the Intercreditor Agreementapplicable Security Documents, and authorizes and directs the Notes Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith; provided, however, that if any of . The Issuers shall deliver to the provisions of Collateral Agent all documents required to be delivered pursuant to the Security Documents limitDocuments, qualify and shall do or conflict with the duties imposed cause to be done all such acts and things as may be reasonably required by the provisions next sentence of this Section 12.01(a), to assure and confirm to the TIA, Collateral Agent the TIA shall control. Any Guarantor shall, upon becoming a Guarantor, become a party to each applicable Security Document as shall be necessary or appropriate to grant and create a valid Lien on and security interest in the personal property of such Guarantor of the type described in the definition of “Collateral” in Collateral contemplated hereby, by the Security Agreement andDocuments or any part thereof, as from time to time constituted, so as to render the extent required by Section 10.1(b), all real property owned by such Guarantor, in each case, subject to no Liens other than Liens permitted by same available for the security and benefit of this Indenture and the Security Documents. In furtherance and in compliance with the provisions of Section 4.19 herein, after the Issue Date, to further secure the Obligations in respect of the Securities Notes secured thereby, according to the intent and this Indenturepurposes therein expressed. The Issuers shall, and shall cause each applicable Guarantor to, and each applicable Guarantor shall, make all filings (including filings of continuation statements and amendments to Uniform Commercial Code financing statements) and take all other actions as are required by the Company and the Guarantors shall enter into the applicable Security Documents to create a Lien maintain (at their sole cost and expense) the security interest created by the Security Documents in the Collateral in favor of Notes the Collateral Agent for the benefit of the Noteholder Secured Parties on any Trustee and all the Holders as a valid and enforceable first priority perfected lien and security interest, subject only to Permitted Collateral (subject to the terms of the Intercreditor Agreement) on which a Lien is granted to the Notes Collateral Agent for the benefit of the Noteholder Secured PartiesLiens.

Security Documents; Additional Collateral. (a) In order to secure the due and punctual The payment of the Securities principal of, premium, if any, and interest on the Notes when due, whether on an interest payment date, at maturity, by acceleration, repurchase, prepayment or otherwise and whether by the Company pursuant to the Notes or by any Guarantor pursuant to its Note Guarantees, the payment of all other Obligations in respect of the Securities and this Indenture and secured obligations under the Security Documents, and the performance of all other amounts payable to obligations of the Trustee hereunderCompany under this Agreement, the Company Notes and the Guarantors shall, on the Issue Date or thereafter in accordance with the provisions of this Section 10.1 and Section 10.2 hereof, enter into the applicable Security Documents to create the Lien are secured by Liens on the Collateral in favor of the Notes Collateral Agent (subject to the terms of the Intercreditor Agreement) for the benefit of the Noteholder Secured Parties Administrative Agent and the Holders prior to provide all other Liens except for certain related intercreditor mattersPermitted Collateral Liens (other than as described in clause (y) of the definition thereof), as provided in the Security Documents, and will be secured as provided in the Security Documents hereafter delivered as required or permitted by this Agreement. The Trustee Company and the Company Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Noteholder Secured PartiesAdministrative Agent and the Holders and the other secured parties under the Security Documents as provided therein and for purposes of enforcing their rights (in their capacity as such) with respect to the Collateral, in each case pursuant to the terms of the Security Documents and (but subject to the Intercreditor Agreement). Each Holder, by accepting a Security (including any Indebtedness issued after the Issue Date pursuant to clause (iii) of the fourth paragraph of Section 2.2)Note, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including the provisions providing for the possession, use, release and 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 their terms and this Indenture Agreement, the applicable Security Documents and the Intercreditor Agreement, and authorizes and directs the Notes Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith; provided, however, that if any of . The Company shall deliver to the provisions of Collateral Agent all documents required to be delivered pursuant to the Security Documents limitDocuments, qualify and shall do or conflict with the duties imposed cause to be done all such acts and things as may be reasonably required by the provisions next sentence of this Section 12.01(a), to assure and confirm to the TIA, Collateral Agent the TIA shall control. Any Guarantor shall, upon becoming a Guarantor, become a party to each applicable Security Document as shall be necessary or appropriate to grant and create a valid Lien on and security interest in the personal property Collateral contemplated hereby, by the 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 such Guarantor this Agreement and of the type described in the definition of “Collateral” in the Security Agreement andNotes secured thereby, according to the extent intent and purposes therein expressed. The Company shall, and shall cause each applicable Guarantor to, and each applicable Guarantor shall, make all filings (including filings of continuation statements and amendments to Uniform Commercial Code financing statements) and take all other actions as are required by Section 10.1(b), all real property owned by such Guarantor, in each case, subject to no Liens other than Liens permitted by this Indenture and the Security Documents. In furtherance and in compliance with the provisions of Section 4.19 herein, after the Issue Date, to further secure the Obligations in respect of the Securities and this Indenture, the Company and the Guarantors shall enter into the applicable Security Documents to create a Lien maintain (at their sole cost and expense) the security interest created by the Security Documents in the Collateral in favor of Notes the Collateral Agent for the benefit of the Noteholder Secured Parties on any Administrative Agent and all the Holders as a valid and enforceable first priority perfected lien and security interest, subject only to Permitted Collateral Liens (subject to the terms other than as described in clause (y) of the Intercreditor Agreement) on which a Lien is granted to the Notes Collateral Agent for the benefit of the Noteholder Secured Partiesdefinition thereof).

Security Documents; Additional Collateral. (a) In order to secure the due and punctual The payment of the Securities principal of, premium, if any, and interest on the Notes when due, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuer pursuant to the Notes or by any Guarantor pursuant to its Note Guarantees, the payment of all other Obligations in respect of the Securities and this Indenture and secured obligations under the Security Documents, and the performance of all other amounts payable to obligations of the Trustee hereunder, the Company Issuer and the Guarantors shallunder this Indenture, on the Issue Date or thereafter in accordance with Notes, the provisions of this Section 10.1 Note Guarantees and Section 10.2 hereof, enter into the applicable Security Documents to create the Lien are secured by Liens on the Collateral in favor of the Notes Collateral Agent (subject to the terms of the Intercreditor Agreement) for the benefit of the Noteholder Secured Parties and to provide for certain related intercreditor matters. The Trustee and the Company Holders prior to all other Liens except for Permitted Liens, as provided in the Security Documents, and will be secured as provided in the Security Documents hereafter delivered as required or permitted by this Indenture. The Trustee, the Issuer and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the ratable benefit of the Noteholder Secured PartiesTrustee and the Holders and the other secured parties under the Security Document as provided therein and enforcing their rights (in their capacity as such) with respect to the Collateral, in each case pursuant to the terms of the Security Documents and the Intercreditor AgreementDocuments. Each Holder, by accepting a Security (including any Indebtedness issued after the Issue Date pursuant to clause (iii) of the fourth paragraph of Section 2.2)Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and 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 their terms and this Indenture and the Intercreditor Agreementapplicable Security Documents, and authorizes and directs the Notes Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith; provided, however, that if any of . The Issuer shall deliver to the provisions of Collateral Agent all documents required to be delivered pursuant to the Security Documents limitDocuments, qualify and shall do or conflict with the duties imposed cause to be done all such acts and things as may be reasonably required by the provisions next sentence of this Section 12.01(a), to assure and confirm to the TIA, Collateral Agent the TIA shall control. Any Guarantor shall, upon becoming a Guarantor, become a party to each applicable Security Document as shall be necessary or appropriate to grant and create a valid Lien on and security interest in the personal property of such Guarantor of the type described in the definition of “Collateral” in Collateral contemplated hereby, by the Security Agreement andDocuments or any part thereof, as from time to time constituted, so as to render the extent required by Section 10.1(b), all real property owned by such Guarantor, in each case, subject to no Liens other than Liens permitted by same available for the security and benefit of this Indenture and the Security Documents. In furtherance and in compliance with the provisions of Section 4.19 herein, after the Issue Date, to further secure the Obligations in respect of the Securities Notes secured thereby, according to the intent and this Indenturepurposes therein expressed. The Issuer shall, and shall cause each Guarantor to, and each Guarantor shall, make all filings (including filings of continuation statements and amendments to Uniform Commercial Code financing statements) and take all other actions as are required by the Company and the Guarantors shall enter into the applicable Security Documents to create a Lien maintain (at the sole cost and expense of the Issuer and Guarantors) the security interest created by the Security Documents in the Collateral in favor of Notes the Collateral Agent for the benefit of the Noteholder Secured Parties on any Trustee and all Collateral (the Holders as a valid and enforceable first priority perfected lien and security interest, subject only to the terms of the Intercreditor Agreement) on which a Lien is granted to the Notes Collateral Agent for the benefit of the Noteholder Secured PartiesPermitted Liens.

Security Documents; Additional Collateral. (a) In order to secure the due and punctual The payment of the Securities principal of, premium, if any, and interest on the Notes when due, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant to the Notes or by any Guarantor pursuant to its Note Guarantees, the payment of all other Obligations in respect of the Securities and this Indenture and secured obligations under the Security Documents, and the performance of all other amounts payable to obligations of the Trustee hereunderIssuers under this Indenture, the Company Notes and the Guarantors shall, on the Issue Date or thereafter in accordance with the provisions of this Section 10.1 and Section 10.2 hereof, enter into the applicable Security Documents to create the Lien are secured by Liens on the Collateral in favor of the Notes Collateral Agent (subject to the terms of the Intercreditor Agreement) for the benefit of the Noteholder Secured Parties and to provide for certain related intercreditor matters. The Trustee and the Company Holders prior to all other Liens except for Permitted Collateral Liens (other than as described in clause (y) of the definition thereof), as provided in the Security Documents, and will be secured as provided in the Security Documents hereafter delivered as required or permitted by this Indenture. The Trustee, the Issuers and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Noteholder Secured PartiesTrustee and the Holders and the other secured parties under the Security Documents as pro- vided therein and enforcing their rights (in their capacity as such) with respect to the Collateral, in each case pursuant to the terms of the Security Documents and the Intercreditor AgreementDocuments. Each Holder, by accepting a Security (including any Indebtedness issued after the Issue Date pursuant to clause (iii) of the fourth paragraph of Section 2.2)Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and 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 their terms and this Indenture and the Intercreditor Agreementapplicable Security Documents, and authorizes and directs the Notes Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith; provided, however, that if any of . The Issuers shall deliver to the provisions of Collateral Agent all documents required to be delivered pursuant to the Security Documents limitDocuments, qualify and shall do or conflict with the duties imposed cause to be done all such acts and things as may be reasonably required by the provisions next sentence of this Section 12.01(a), to assure and confirm to the TIA, Collateral Agent the TIA shall control. Any Guarantor shall, upon becoming a Guarantor, become a party to each applicable Security Document as shall be necessary or appropriate to grant and create a valid Lien on and security interest in the personal property of such Guarantor of the type described in the definition of “Collateral” in Collateral contemplated hereby, by the Security Agreement andDocuments or any part thereof, as from time to time constituted, so as to render the extent required by Section 10.1(b), all real property owned by such Guarantor, in each case, subject to no Liens other than Liens permitted by same available for the security and benefit of this Indenture and the Security Documents. In furtherance and in compliance with the provisions of Section 4.19 herein, after the Issue Date, to further secure the Obligations in respect of the Securities Notes secured thereby, according to the intent and this Indenturepurposes therein expressed. The Issuers shall, and shall cause each applicable Guarantor to, and each applicable Guarantor shall, make all filings (including filings of continuation statements and amendments to Uniform Commercial Code financing statements) and take all other actions as are required by the Company and the Guarantors shall enter into the applicable Security Documents to create a Lien maintain (at their sole cost and expense) the security interest created by the Security Documents in the Collateral in favor of Notes the Collateral Agent for the benefit of the Noteholder Secured Parties on any Trustee and all the Holders as a valid and enforceable first priority perfected lien and security interest, subject only to Permitted Collateral (subject to the terms of the Intercreditor Agreement) on which a Lien is granted to the Notes Collateral Agent for the benefit of the Noteholder Secured PartiesLiens.

Security Documents; Additional Collateral. (a) In order to secure the due and punctual payment of the Securities Notes and all other Obligations in respect of the Securities Notes and this Indenture and the Security DocumentsIndenture, and the other amounts payable to the Trustee hereunder, the Company and the Guarantors certain of its Domestic Subsidiaries shall, on the Issue Date or thereafter in accordance with the provisions of this Section 10.1 and Section 10.2 hereofDate, enter into the applicable Security Documents to create the Note Lien on the Collateral in favor of the Notes Collateral Agent (subject to the terms of the Intercreditor Agreement) Trustee as collateral agent for the benefit of the Noteholder Notes Secured Parties Creditors and to provide for certain related intercreditor matters. The Company and its Domestic Subsidiaries shall not, and shall not cause or permit any of their Domestic Subsidiaries to, intentionally xxxxx x Xxxx on any of their property or assets (other than Excess Exempted Foreign Entity Voting Equity Interests (as defined in the Intercreditor Agreement)) to the First Priority Collateral Agent under any First Lien Security Document (as defined in the Intercreditor Agreement) unless a junior priority Note Lien is created, subject to the Intercreditor Agreement, in favor of the Trustee and the Company hereby acknowledge and agree that as collateral agent (on behalf of the Notes Secured Creditors) with respect to such property or assets and with the same (in all material respects) priorities, consent rights and provisions regarding release of Collateral Agent holds the Collateral and other provisions set forth in trust for the benefit of the Noteholder Secured Parties, in each case pursuant to the terms of the Security Documents and as then in effect, subject to the Intercreditor Agreement. Each Holder, by accepting a Security (including any Indebtedness issued From and after the Issue Date pursuant date of this Indenture, if the Company or any Domestic Subsidiary creates any additional Lien upon any of its property or assets (other than Excess Exempted Foreign Entity Voting Equity Interests (as defined in the Intercreditor Agreement)) to clause secure any First Lien Obligations, it shall concurrently grant a junior priority Note Lien (iiisubject to Permitted Liens) upon such property in favor of the fourth paragraph of Section 2.2)Trustee and execute any and all further Security Documents, consents financing statements, agreements and agrees instruments, but subject to the terms of the Security Documents (including the provisions providing for the possession, use, release and 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 their terms and this Indenture and the Intercreditor Agreement, and authorizes and directs the Notes Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith; provided, however, that if any of the provisions of the Security Documents limit, qualify or conflict with the duties imposed by the provisions of the TIA, the TIA shall control. Any Guarantor shall, upon becoming a Guarantor, become a party to each applicable Security Document as shall be necessary or appropriate to grant and create a valid Lien on and security interest in the personal property of such Guarantor of the type described in the definition of “Collateral” in the Security Agreement and, to the extent required by Section 10.1(b), all real property owned by such Guarantor, in each case, subject to no Liens other than Liens permitted by this Indenture and the Security Documents. In furtherance and in compliance with the provisions of Section 4.19 herein, after the Issue Date, to further secure the Obligations in respect of the Securities and this Indenture, the Company and the Guarantors shall enter into the applicable Security Documents to create a Lien in favor of Notes Collateral Agent for the benefit Trustee a junior priority Note Lien upon such property and take all such actions (including the filing and recording of financing statements, fixture filings, Mortgages and other documents) that may be required under any applicable law, or which the Trustee may reasonably request to create such junior priority Note Lien, all at the expense of the Noteholder Secured Parties on any Company, including reasonable fees and all Collateral (subject to expenses of counsel incurred by the terms of Trustee in connection therewith. The Company shall give the Intercreditor Agreement) on which a Lien is granted to the Notes Collateral Agent for the benefit of the Noteholder Secured PartiesTrustee timely written notice that such actions have been taken.

Security Documents; Additional Collateral. (a) In order to secure the due and punctual The payment of the Securities principal of, premium, if any, and interest on the Notes when due, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuer pursuant to the Notes or by any Guarantor pursuant to its Note Guarantees, the payment of all other Obligations in respect of the Securities and this Indenture and secured obligations under the Security Documents, and the performance of all other amounts payable to obligations of the Trustee hereunder, the Company Issuer and the Guarantors shallunder this Indenture, on the Issue Date or thereafter in accordance with Notes, the provisions of this Section 10.1 Note Guarantees and Section 10.2 hereof, enter into the applicable Security Documents to create the Lien are secured by Liens on the Collateral in favor of the Notes Collateral Agent (subject to the terms of the Intercreditor Agreement) for the benefit of the Noteholder Secured Parties and to provide for certain related intercreditor matters. The Trustee and the Company Holders prior to all other Liens except for Permitted Liens, as provided in the Security Documents, and shall be secured as provided in the Security Documents hereafter delivered as required or permitted by this Indenture. The Trustee, the Issuer and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the ratable benefit of the Noteholder Secured PartiesTrustee and the Holders and the other secured parties under the Security Document as provided therein and enforcing their rights (in their capacity as such) with respect to the Collateral, in each case pursuant to the terms of the Security Documents and the Intercreditor AgreementDocuments. Each Holder, by accepting a Security (including any Indebtedness issued after the Issue Date pursuant to clause (iii) of the fourth paragraph of Section 2.2)Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and 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 their terms and this Indenture and the Intercreditor Agreementapplicable Security Documents, and authorizes and directs the Notes Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith; provided, however, that if any of . The Issuer shall deliver to the provisions of Collateral Agent all documents required to be delivered pursuant to the Security Documents limitDocuments, qualify and shall do or conflict with the duties imposed cause to be done all such acts and things as may be reasonably required by the provisions next sentence of this Section 12.01(a), to assure and confirm to the TIA, Collateral Agent the TIA shall control. Any Guarantor shall, upon becoming a Guarantor, become a party to each applicable Security Document as shall be necessary or appropriate to grant and create a valid Lien on and security interest in the personal property of such Guarantor of the type described in the definition of “Collateral” in Collateral contemplated hereby, by the Security Agreement andDocuments or any part thereof, as from time to time constituted, so as to render the extent required by Section 10.1(b), all real property owned by such Guarantor, in each case, subject to no Liens other than Liens permitted by same available for the security and benefit of this Indenture and the Security Documents. In furtherance and in compliance with the provisions of Section 4.19 herein, after the Issue Date, to further secure the Obligations in respect of the Securities Notes secured thereby, according to the intent and this Indenturepurposes therein expressed. The Issuer shall, and shall cause each Guarantor to, and each Guarantor shall, make all filings (including filings of continuation statements and amendments to Uniform Commercial Code financing statements) and take all other actions as are required by the Company and the Guarantors shall enter into the applicable Security Documents to create a Lien maintain (at the sole cost and expense of the Issuer and Guarantors) the security interest created by the Security Documents in the Collateral in favor of Notes the Collateral Agent for the benefit of the Noteholder Secured Parties on any Trustee and all Collateral (the Holders as a valid and enforceable first priority perfected lien and security interest, subject only to the terms of the Intercreditor Agreement) on which a Lien is granted to the Notes Collateral Agent for the benefit of the Noteholder Secured PartiesPermitted Liens.

Security Documents; Additional Collateral. (a) In order to secure the due and punctual The payment of the Securities principal of, premium, if any, and interest on the Notes when due, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant to the Notes or by any Guarantor pursuant to its Note Guarantees, the payment of all other Obligations in respect of the Securities and this Indenture and secured obligations under the Security Documents, and the performance of all other amounts payable to obligations of the Trustee hereunderIssuers under this Indenture, the Company Notes and the Guarantors shall, on the Issue Date or thereafter in accordance with the provisions of this Section 10.1 and Section 10.2 hereof, enter into the applicable Security Documents to create the Lien are secured by Liens on the Collateral in favor of the Notes Collateral Agent for the benefit of the Trustee and the Holders prior to all other Liens except for Permitted Collateral Liens (other than as described in clause (y) of the definition thereof), as provided in the Security Documents, and will be secured as provided in the Security Documents hereafter delivered as required or permitted by this Indenture, subject to the terms of the Intercreditor Agreement) for the benefit of the Noteholder Secured Parties and to provide for certain related intercreditor matters. The Trustee Trustee, the Issuers and the Company Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Noteholder Secured PartiesTrustee and the Holders and the other secured parties pursuant to the Security Documents and the terms of the Intercreditor Agreement as provided therein and enforcing their rights (in their capacity as such) with respect to the Collateral, in each case pursuant to the terms of the Security Documents and the Intercreditor Agreement. Each Holder, by accepting a Security (including any Indebtedness issued after the Issue Date pursuant to clause (iii) of the fourth paragraph of Section 2.2)Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement as the same foregoing may be in effect or may be amended from time to time in accordance with their terms and this Indenture Indenture, the applicable Security Documents and the Intercreditor Agreement, and authorizes and directs the Notes Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith; provided, however, that if any . Subject to the terms of the provisions of Intercreditor Agreement, the Issuers shall deliver to the Collateral Agent all documents required to be delivered pursuant to the Security Documents limitand the Intercreditor Agreement, qualify and shall do or conflict with the duties imposed cause to be done all such acts and things as may be reasonably required by the provisions next sentence of this Section 12.01(a), to assure and confirm to the TIA, Collateral Agent the TIA shall control. Any Guarantor shall, upon becoming a Guarantor, become a party to each applicable Security Document as shall be necessary or appropriate to grant and create a valid Lien on and security interest in the personal property of such Guarantor of the type described in the definition of “Collateral” in Collateral contemplated hereby, by the Security Agreement andDocuments or any part thereof, as from time to time constituted, so as to render the extent required by Section 10.1(b), all real property owned by such Guarantor, in each case, subject to no Liens other than Liens permitted by same available for the security and benefit of this Indenture and the Security Documents. In furtherance and in compliance with the provisions of Section 4.19 herein, after the Issue Date, to further secure the Obligations in respect of the Securities Notes secured thereby, according to the intent and this Indenturepurposes therein expressed. Subject to the terms of the Intercreditor Agreement, the Company Issuers shall, and shall cause each applicable Guarantor to, and each applicable Guarantor shall, make all filings (including filings of continuation statements and amendments to Uniform Commercial Code financing statements) and take all other actions as are required by the Guarantors shall enter into the applicable Security Documents to create a Lien maintain (at their sole cost and expense) the security interest created by the Security Documents in the Collateral in favor of Notes the Collateral Agent for the benefit of the Noteholder Secured Parties on any Collateral Agent, the Trustee and all the Holders as a valid and enforceable first priority perfected lien and security interest, subject only to Permitted Collateral (subject to the terms of the Intercreditor Agreement) on which a Lien is granted to the Notes Collateral Agent for the benefit of the Noteholder Secured PartiesLiens.

Security Documents; Additional Collateral. (a) In order to secure the due and punctual The payment of the Securities principal of, premium, if any, and interest on the Notes when due, whether on an interest payment date, at maturity, by acceleration, repurchase, prepayment or otherwise and whether by the Company pursuant to the Notes or by any Guarantor pursuant to its Note Guarantees, the payment of all other Obligations in respect of the Securities and this Indenture and secured obligations under the Security Documents, and the performance of all other amounts payable to obligations of the Trustee hereunderCompany under this Agreement, the Company Notes and the Guarantors shall, on the Issue Date or thereafter in accordance with the provisions of this Section 10.1 and Section 10.2 hereof, enter into the applicable Security Documents to create the Lien are secured by Liens on the Collateral in favor of the Notes Collateral Agent (subject to the terms of the Intercreditor Agreement) for the benefit of the Noteholder Secured Parties Administrative Agent and the Holders prior to provide all other Liens except for certain related intercreditor mattersPermitted Collateral Liens (other than as described in clause (y) of the definition thereof), as provided in the Security Documents, and will be secured as provided in the Security Documents hereafter delivered as required or permitted by this Agreement. The Trustee Company and the Company Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Noteholder Secured PartiesAdministrative Agent and the Holders and the other secured parties under the Security Documents as provided therein and for purposes of enforcing their rights (in their capacity as such) with respect to the Collateral, in each case pursuant to the terms of the Security Documents and the Intercreditor AgreementDocuments. Each Holder, by accepting a Security (including any Indebtedness issued after the Issue Date pursuant to clause (iii) of the fourth paragraph of Section 2.2)Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and 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 their terms and this Indenture Agreement and the Intercreditor Agreementapplicable Security Documents, and authorizes and directs the Notes Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith; provided, however, that if any of . The Company shall deliver to the provisions of Collateral Agent all documents required to be delivered pursuant to the Security Documents limitDocuments, qualify and shall do or conflict with the duties imposed cause to be done all such acts and things as may be reasonably required by the provisions next sentence of this Section 12.01(a), to assure and confirm to the TIA, Collateral Agent the TIA shall control. Any Guarantor shall, upon becoming a Guarantor, become a party to each applicable Security Document as shall be necessary or appropriate to grant and create a valid Lien on and security interest in the personal property Collateral contemplated hereby, by the 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 such Guarantor this Agreement and of the type described in the definition of “Collateral” in the Security Agreement andNotes secured thereby, according to the extent intent and purposes therein expressed. The Company shall, and shall cause each applicable Guarantor to, and each applicable Guarantor shall, make all filings (including filings of continuation statements and amendments to Uniform Commercial Code financing statements) and take all other actions as are required by Section 10.1(b), all real property owned by such Guarantor, in each case, subject to no Liens other than Liens permitted by this Indenture and the Security Documents. In furtherance and in compliance with the provisions of Section 4.19 herein, after the Issue Date, to further secure the Obligations in respect of the Securities and this Indenture, the Company and the Guarantors shall enter into the applicable Security Documents to create a Lien maintain (at their sole cost and expense) the security interest created by the Security Documents in the Collateral in favor of Notes the Collateral Agent for the benefit of the Noteholder Secured Parties on any Administrative Agent and all the Holders as a valid and enforceable first priority perfected lien and security interest, subject only to Permitted Collateral Liens (subject to the terms other than as described in clause (y) of the Intercreditor Agreement) on which a Lien is granted to the Notes Collateral Agent for the benefit of the Noteholder Secured Partiesdefinition thereof).