Common use of Security Documents Additional Collateral Clause in Contracts

Security Documents Additional Collateral. (a) The payment of the 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 secured obligations under the Security Documents, and the performance of all other obligations of the Issuers under this Indenture, the Notes and the Security Documents are secured by Liens on the Collateral in favor of the 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. The Trustee, the Issuers and the Guarantors hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Trustee 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. 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) 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 applicable Security Documents, and authorizes and directs the Collateral Agent to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the Collateral Agent all documents required to be delivered pursuant to the Security Documents, and shall do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01(a), to assure and confirm to the Collateral Agent the security interest in the 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 this Indenture and of the Notes secured thereby, according to the intent and purposes 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 Security Documents to maintain (at their sole cost and expense) the security interest created by the Security Documents in the Collateral in favor of the Collateral Agent for the benefit of the Trustee and the Holders as a valid and enforceable first priority perfected lien and security interest, subject only to Permitted Collateral Liens. (b) None of the Issuers or any Guarantors shall take or omit to take any action that would materially adversely affect or impair the Liens in favor of the Collateral Agent for the benefit of the Trustee and the Holders with respect to the Collateral, except as permitted under this Indenture, the Notes or the Security Documents. None of the Issuers or any Guarantors shall enter into any agreement that requires the proceeds received from any sale of Collateral to be applied to repay, redeem, defease or otherwise acquire or retire any Indebtedness of any Person, other than as permitted by this Indenture, the Notes, the Note Guarantees and the Security Documents. (c) Promptly upon the acquisition by the Company or any Guarantor of assets that constitute Collateral pursuant to the Security Documents (“After-Acquired Property”), (i) the Company or such Guarantor and the Collateral Agent shall enter into such amendments or supplements to the Security Documents, or security agreements, pledge agreements or other documents, in each case as necessary to perfect the Lien with respect to such After-Acquired Property as required by the Security Documents; and (ii) the Company shall also deliver to the Collateral Agent the evidence of payment of all filing fees, recording and registration charges, transfer taxes and other costs and expenses, including reasonable legal fees and disbursements of counsel for the Collateral Agent (and any local counsel), that may be incurred to validly and effectively subject the After-Acquired Property to the Lien of any applicable Security Document and perfect such Lien.

Security Documents Additional Collateral. (a) The payment of the 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 Issuer pursuant to the Notes or by any Guarantor pursuant to its Note Guarantees, the payment of all secured obligations under the Security Documents, and the performance of all other obligations of the Issuers Issuer and the Guarantors under this Indenture, the Notes Notes, the Note Guarantees and the Security Documents are secured by Liens on the Collateral in favor of the 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)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 Issuers Issuer and the Guarantors hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the ratable benefit of the Trustee and the Holders and the other secured parties under the Security Documents 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. 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) 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 applicable Security Documents, and authorizes and directs the Collateral Agent to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Issuer shall deliver to the Collateral Agent all documents required to be delivered pursuant to the Security Documents, and shall do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01(a), to assure and confirm to the Collateral Agent the security interest in the 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 this Indenture and of the Notes secured thereby, according to the intent and purposes therein expressed. The Issuers Issuer 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 Security Documents to maintain (at their the sole cost and expenseexpense of the Issuer and Guarantors) the security interest created by the Security Documents in the Collateral in favor of the Collateral Agent for the benefit of the Trustee and the Holders as a valid and enforceable first priority perfected lien and security interest, subject only to Permitted Collateral Liens. (b) None of Neither the Issuers or Issuer nor any Guarantors Guarantor shall take or omit to take any action that would materially adversely affect or impair the Liens in favor of the Collateral Agent for the benefit of the Trustee and the Holders with respect to the Collateral, except as permitted under this Indenture, . Neither the Notes or the Security Documents. None of the Issuers or Issuer nor any Guarantors Guarantor shall enter into any agreement that requires the proceeds received from any sale of Collateral to be applied to repay, redeem, defease or otherwise acquire or retire any Indebtedness of any Person, other than as permitted by this Indenture, the Notes, the Note Guarantees and the Security Documents. (c) Promptly upon the acquisition by the Company Issuer or any Guarantor of assets that constitute Collateral pursuant to the Security Documents (including any property acquired after the date of this Indenture that constitutes Collateral to which a perfected first priority Lien is not established upon the Issuer’s acquisition of such Collateral pursuant to the Security Documents) (“After-Acquired Property”), (i) the Company Issuer or such Guarantor and the Collateral Agent shall enter into such amendments or supplements to the Security Documents, or security agreements, pledge agreements or other documents, in each case as necessary to perfect the Lien with respect to such After-Acquired Property as required by the Security Documents (“After-Acquired Collateral Documents”); and (ii) the Company Issuer shall also deliver to the Collateral Agent the evidence of payment of all filing fees, recording and registration charges, transfer taxes and other costs and expenses, including reasonable legal fees and disbursements of counsel for the Collateral Agent (and any local counsel), that may be incurred to validly and effectively subject the After-Acquired Property to the Lien of any applicable Security Document and perfect such Lien.

Security Documents Additional Collateral. (a) The payment of the 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 Issuer pursuant to the Notes or by any Guarantor pursuant to its Note Guarantees, the payment of all secured obligations under the Security Documents, and the performance of all other obligations of the Issuers Issuer and the Guarantors under this Indenture, the Notes Notes, the Note Guarantees and the Security Documents are secured by Liens on the Collateral in favor of the 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)Liens, as provided in the Security Documents, and will shall be secured as provided in the Security Documents hereafter delivered as required or permitted by this Indenture. The Trustee, the Issuers Issuer and the Guarantors hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the ratable benefit of the Trustee and the Holders and the other secured parties under the Security Documents 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. 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) 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 applicable Security Documents, and authorizes and directs the Collateral Agent to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Issuer shall deliver to the Collateral Agent all documents required to be delivered pursuant to the Security Documents, and shall do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01(a), to assure and confirm to the Collateral Agent the security interest in the 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 this Indenture and of the Notes secured thereby, according to the intent and purposes therein expressed. The Issuers Issuer 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 Security Documents to maintain (at their the sole cost and expenseexpense of the Issuer and Guarantors) the security interest created by the Security Documents in the Collateral in favor of the Collateral Agent for the benefit of the Trustee and the Holders as a valid and enforceable first priority perfected lien and security interest, subject only to Permitted Collateral Liens. (b) None of Neither the Issuers or Issuer nor any Guarantors Guarantor shall take or omit to take any action that would materially adversely affect or impair the Liens in favor of the Collateral Agent for the benefit of the Trustee and the Holders with respect to the Collateral, except as permitted under this Indenture, . Neither the Notes or the Security Documents. None of the Issuers or Issuer nor any Guarantors Guarantor shall enter into any agreement that requires the proceeds received from any sale of Collateral to be applied to repay, redeem, defease or otherwise acquire or retire any Indebtedness of any Person, other than as permitted by this Indenture, the Notes, the Note Guarantees and the Security Documents. (c) Promptly upon the acquisition by the Company Issuer or any Guarantor of assets that constitute Collateral pursuant to the Security Documents (including any property acquired after the date of this Indenture that constitutes Collateral to which a perfected first priority Lien is not established upon the Issuer’s acquisition of such Collateral pursuant to the Security Documents) (“After-Acquired Property”), (i) the Company Issuer or such Guarantor and the Collateral Agent shall enter into such amendments or supplements to the Security Documents, or security agreements, pledge agreements or other documents, in each case as necessary to perfect the Lien with respect to such After-Acquired Property as required by the Security Documents (“After-Acquired Collateral Documents”); and (ii) the Company Issuer shall also deliver to the Collateral Agent the evidence of payment of all filing fees, recording and registration charges, transfer taxes and other costs and expenses, including reasonable legal fees and disbursements of counsel for the Collateral Agent (and any local counsel), that may be incurred to validly and effectively subject the After-Acquired Property to the Lien of any applicable Security Document and perfect such Lien.

Security Documents Additional Collateral. (a) The payment of the principal of, premium, if any, and interest on the Notes when due, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption prepayment or otherwise and whether by the Issuers Company pursuant to the Notes or by any Guarantor pursuant to its Note Guarantees, the payment of all secured obligations under the Security Documents, and the performance of all other obligations of the Issuers Company under this IndentureAgreement, the Notes and the Security Documents are secured by Liens on the Collateral in favor of the Collateral Agent for the benefit of the Trustee Administrative Agent 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 IndentureAgreement. The Trustee, the Issuers Company and the Guarantors hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Trustee Administrative 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. 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) 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 applicable Security Documents, and authorizes and directs the Collateral Agent to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Company shall deliver to the Collateral Agent all documents required to be delivered pursuant to the Security Documents, and shall do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01(a), to assure and confirm to the Collateral Agent the security interest in the 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 this Indenture Agreement and of the Notes secured thereby, according to the intent and purposes therein expressed. The Issuers 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 the Security Documents to maintain (at their sole cost and expense) the security interest created by the Security Documents in the Collateral in favor of the Collateral Agent for the benefit of the Trustee Administrative Agent and the Holders as a valid and enforceable first priority perfected lien and security interest, subject only to Permitted Collateral LiensLiens (other than as described in clause (y) of the definition thereof). (b) None of the Issuers Company or any Guarantors shall take or omit to take any action that would materially adversely affect or impair the Liens in favor of the Collateral Agent for the benefit of the Trustee Administrative Agent and the Holders with respect to the Collateral, except as permitted under this IndentureAgreement, the Notes or the Security Documents. None of the Issuers Company or any Guarantors shall enter into any agreement that requires the proceeds received from any sale of Collateral to be applied to repay, redeem, defease or otherwise acquire or retire any Indebtedness of any Person, other than as permitted by this IndentureAgreement, the Notes, the Note Guarantees and the Security Documents. (c) Promptly upon the acquisition by the Company or any Guarantor of assets that constitute Collateral pursuant to the Security Documents (“"After-Acquired Property”"), (i) the Company or such Guarantor and the Collateral Agent shall enter into such amendments or supplements to the Security Documents, or security agreements, pledge agreements or other documents, in each case as necessary to perfect the Lien with respect to such After-Acquired Property as required by the Security Documents; and (ii) the Company shall also deliver to the Collateral Agent the evidence of payment of all filing fees, recording and registration charges, transfer taxes and other costs and expenses, including reasonable legal fees and disbursements of counsel for the Collateral Agent (and any local counsel), that may be incurred to validly and effectively subject the After-Acquired Property to the Lien of any applicable Security Document and perfect such Lien.

Security Documents Additional Collateral. (a) The payment As general and continuing collateral security for the due satisfaction of all Obligations of the principal of, premiumCompany and its Restricted Subsidiaries, 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 secured obligations under the Security Documents, and the performance of all other obligations of the Issuers under this Indenture, the Notes and the Guarantees and the due performance by the Company and its Restricted Subsidiaries, if any, of their other Obligations hereunder and thereunder, the Company has entered into, and any such Restricted Subsidiary and the Company, to the extent required by Section 4.10, 4.19, 4.21, 10.1(c) or 12.4 hereof, may enter into, Security Documents are secured by to grant Liens (subject to Permitted Collateral Liens) on the Collateral in favor of the Collateral Agent for the benefit of the Trustee Collateral. The Company hereby, and the Holders prior to all other Liens except for Permitted Collateral Liens (other than as described in clause (y) by their acceptance of delivery of the definition thereof)Notes, as provided in the Security Documents, authorize 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 Collateral Agent holds the Collateral in trust for the benefit of direct the Trustee 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. 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) 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 applicable Security Documents, and authorizes and directs the Collateral Agent to enter into the Security Documents Documents. (b) The Company represents, covenants and agrees that it has and its Restricted Subsidiaries have, and it and each Restricted Subsidiary shall at all times have, full right, power and lawful authority to perform its obligations grant, bargain, sell, release, convey, hypothecate, assign, mortgage, pledge, transfer and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to confirm the property constituting the Collateral Agent all documents required to be delivered pursuant to the Security DocumentsDocuments to which such Persons are party, free and clear of all Liens (other than Permitted Collateral Liens), and shall that (i) it will warrant and defend the title to the same against the claims of all Persons (except as to Permitted Collateral Liens), (ii) it and such of its Restricted Subsidiaries, as applicable, will execute, acknowledge and deliver to the Trustee such further assignments, transfers, assurances or other instruments as are necessary or as the Trustee may reasonably require and (iii) it and such of its Restricted Subsidiaries, as applicable, will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01(a)Trustee, to assure and confirm to the Collateral Agent Trustee such Lien on the security interest in the Collateral contemplated herebyCollateral, 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 the Security Documents, this Indenture and of the Notes secured thereby, according to the intent and purposes therein expressedNotes. The Issuers shallCompany further covenants and agrees that each Security Document, and shall cause each applicable Guarantor toas applicable, and each applicable Guarantor shall, make all filings creates or will create (including filings of continuation statements and amendments to Uniform Commercial Code financing statementswhen delivered) and take all other actions as are required by the Security Documents to maintain (at their sole cost and expense) the security interest created by the Security Documents in the Collateral in favor of the Collateral Agent for the benefit of the Trustee and the Holders as a valid and enforceable first priority perfected lien and security interest, first-ranking Lien (subject only to Permitted Collateral Liens. (b) None of the Issuers or any Guarantors shall take or omit to take any action that would materially adversely affect or impair the Liens in favor of on the Collateral Agent for the benefit of the Trustee and the Holders with respect to the Collateral, except as permitted under this Indenture, the Notes or the Security Documents. None of the Issuers or any Guarantors shall enter into any agreement that requires the proceeds received from any sale of Collateral to be applied to repay, redeem, defease or otherwise acquire or retire any Indebtedness of any Person, other than as permitted by this Indenture, the Notes, the Note Guarantees and the Security Documentssubject thereto. (c) Promptly upon Concurrently with (i) a Person becoming a Guarantor, (ii) the acquisition by the Company or any Guarantor Restricted Subsidiary of any assets that constitute or property of the type which constitutes Collateral pursuant with a fair market value (as determined by the Board of Directors) in excess of $100,000 individually or in the aggregate or (iii) a Lien on any asset of the Company or its Restricted Subsidiaries being granted in favor of Senior Secured Indebtedness, the Company shall, or shall cause the applicable Restricted Subsidiary (other than an LSAE which is not a Guarantor) to, among other things: (1) in the case of personal property, execute and deliver to the Security Documents Trustee such Uniform Commercial Code financing statements or take such other actions as shall be necessary or desirable to perfect and protect the Trustee's lien on and security interest in such assets or property and the first priority thereof (“After-Acquired subject only to Permitted Collateral Liens); (2) in the case of Real Property”), execute and deliver to the Trustee: (ia) a Mortgage, under which the Company or such Guarantor and the Collateral Agent Restricted Subsidiary shall enter into such amendments or supplements grant to the Security DocumentsTrustee a first priority lien on and security interest in such Real Property and any related fixtures (subject only to Permitted Collateral Liens); (b) survey and title insurance, or security agreementscomplying with Section 4.21 hereof to the extent applicable (provided that (i) any mortgagee title insurance policy in respect of any owned Real Property shall include additional endorsements for survey, pledge agreements or other documentspublic road access and so-called comprehensive coverage, in each case as necessary to perfect the Lien with respect to such After-Acquired Property as required by the Security Documents; if available, and (ii) any survey shall be sufficient for the Company shall also deliver title insurance company to issue the so-called comprehensive endorsement to the Collateral Agent title insurance policy and remove the evidence of payment of all filing fees, recording and registration charges, transfer taxes and other costs and expenses, including reasonable legal fees and disbursements of counsel for standard survey exception from the Collateral Agent (and any local counseltitle insurance policy), covering any Real Property that may be incurred to validly and effectively subject the After-Acquired Property is owned by such Restricted Subsidiary in an amount at least equal to the Lien purchase price of any applicable Security Document and perfect such Lien.Real Property; (c) UCC fixture filings; and (d) such other documents of the type described in Section 4.21 of this Indenture; and