Common use of Additional Secured Obligations Clause in Contracts

Additional Secured Obligations. On or after the Issue Date and so long as permitted by the Indenture, the Company may from time to time designate additional Obligations of the Company or any Guarantor permitted to be Incurred under the Indenture and to be secured by a Lien on the Collateral as additional Obligations hereunder (“Additional Secured Obligations”) by delivering to the Collateral Agent and each Authorized Representative (a) a certificate signed by an Authorized Officer of the Company (i) identifying the obligations so designated and the aggregate principal amount or face amount thereof, stating that such obligations are designated as Additional Secured Obligations for purposes hereof, (ii) representing that such designation of such obligations as Additional Secured Obligations complies with the terms of the Indenture Documents and the applicable Additional Secured Debt Documents and (iii) specifying the name and address of the Authorized Representative for such obligations, (b) a fully executed Additional Secured Party Consent (in the form attached as Annex C); and (c) an Opinion of Counsel to the effect that the designation of such obligations as “Additional Secured Obligations” is in compliance with the terms of the Indenture and the Notes. Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Collateral Agent shall act as agent under and subject to the terms of this Agreement for the benefit of all Secured Parties, including without limitation, any Secured Parties that hold any such Additional Secured Obligations, and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Collateral Agent as agent for the holders of such Additional Secured Obligations as set forth in each Additional Secured Party Consent and agrees, on behalf of itself and each Additional Secured Party it represents, to be bound by this Agreement. [SIGNATURE PAGES FOLLOW]

Additional Secured Obligations. On or after the Issue Date and so long as permitted by the Indenture, the Company may from time to time designate additional Obligations of the Company or any Guarantor permitted to be Incurred under the Indenture and to be secured by a Lien on the Collateral as additional Obligations hereunder (“Additional Secured Obligations”) by delivering to the Collateral Agent and each Authorized Representative (a) a certificate signed by an Authorized Officer of the Company (i) identifying the obligations so designated and the aggregate principal amount or face amount thereof, stating that such obligations are designated as Additional Secured Obligations for purposes hereof, (ii) representing that such designation of such obligations as Additional Secured Obligations complies with the terms of the Indenture Documents and the applicable Additional Secured Debt Documents and (iii) specifying the name and address of the Authorized Representative for such obligations, (b) a fully executed Additional Secured Party Consent (in the form attached as Annex C); and (c) an Opinion of Counsel to the effect that the designation of such obligations as “Additional Secured Obligations” is in compliance with the terms of the Indenture and the Notes. Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Collateral Agent shall act as agent under and subject to the terms of this Agreement for the benefit of all Secured Parties, including without limitation, any Secured Parties that hold any such Additional Secured Obligations, and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Collateral Agent as agent for the holders of such Additional Secured Obligations as set forth in each Additional Secured Party Consent and agrees, on behalf of itself and each Additional Secured Party it represents, to be bound by this Agreement. [SIGNATURE PAGES FOLLOW].

Additional Secured Obligations. On or after the Issue Date and so long as permitted by the Indenture, the Company may from time to time designate additional Obligations of the Company or any Guarantor permitted to be Incurred under the Indenture and to be secured by a Lien on the Collateral as additional Obligations hereunder (“Additional Secured Obligations”) by delivering to the Collateral Agent and each Authorized Representative (a) a certificate signed by an Authorized Officer of the Company (i) identifying the obligations so designated and the aggregate principal amount or face amount thereof, stating that such obligations are designated as Additional Secured Obligations for purposes hereof, (ii) representing that such designation of such obligations as Additional Secured Obligations complies with the terms of the Indenture Documents and the applicable Additional Secured Debt Documents and (iii) specifying the name and address of the Authorized Representative for such obligations, (b) a fully executed Additional Secured Party Consent (in the form attached as Annex CB); and (c) an Opinion of Counsel to the effect that the designation of such obligations as “Additional Secured Obligations” is in compliance with the terms of the Indenture and the Notes. Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Collateral Agent shall act as agent under and subject to the terms of this Agreement for the benefit of all Secured Parties, including without limitation, any Secured Parties that hold any such Additional Secured Obligations, and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Collateral Agent as agent for the holders of such Additional Secured Obligations as set forth in each Additional Secured Party Consent and agrees, on behalf of itself and each Additional Secured Party it represents, to be bound by this Agreement. [SIGNATURE PAGES FOLLOW].

Additional Secured Obligations. On or after After the Issue Date and so long as permitted by the Indenturedate hereof, the Company QSC may from time to time time, designate any other obligation as: (a) an Additional Senior Secured Obligation for purposes hereof (any such additional Obligations of the Company or any Guarantor permitted to be Incurred under the Indenture and to be secured by a Lien on the Collateral as additional Obligations hereunder (“obligation, an "Additional Senior Secured Obligations”Obligation") by delivering to the Collateral Agent and each Authorized Representative (awith a copy to the Senior Collateral Agent): (A) a certificate signed by an Authorized Officer the chief financial officer or chief accounting officer of the Company QSC (i) identifying the obligations obligation so designated and the aggregate principal amount or face amount thereof, stating that such obligations are obligation is designated as an Additional Senior Secured Obligations Obligation for purposes hereof, (ii) representing that stating whether such designation of Additional Senior Secured Obligation is to be secured by the Transaction Liens granted for such obligations as purpose under this Agreement or by Liens granted pursuant to a separate Secured Agreement, (iii) stating whether such Additional Senior Secured Obligations complies with the terms are secured by all or a portion of the Indenture Documents and the applicable Additional Secured Debt Documents and Collateral and, if a portion, which portion, (iiiiv) specifying the name and address of the Authorized Representative holder of such obligation or of a trustee, agent or similar representative designated to supply information with respect to such Additional Senior Secured Obligation to the Collateral Agent as contemplated by Section 16(f); and (iv) representing that, (w) all of the designated Additional Senior Secured Obligations constitute "Senior Debt" as defined in the Indenture, (x) the Liens granted to secure such Additional Senior Secured Obligations are "Permitted Collateral Liens" pursuant to clause (1) of the definition thereof in the Indenture and are permitted under all other Secured Agreements; (y) it has delivered any required notice to the Senior Collateral Agent, the QSC Notes Trustee and the Existing 2008 Notes Trustee of such obligations or Liens, and (z) until such time as the Senior Release Conditions are satisfied, (1) such obligation is permitted under both the Revolver Credit Agreement and the Term Credit Agreement, and (2) the Lien securing such obligation is permitted by both the Revolver Credit Agreement and the Term Credit Agreement, (B) until the Senior Release Conditions have been satisfied, to the extent such Additional Senior Secured Obligation is to be secured by Liens granted under Secured Agreements other than this Agreement, evidence reasonably satisfactory to the Collateral Agent that QSC has obtained any required approval by the "Agent" under (and as defined in) the Revolver Credit Agreement and the Term Credit Agreement of the terms of such Secured Agreements rendering the Liens granted therein junior and subordinate to the Liens granted by the Senior Security Agreement, and (C) if such Additional Senior Secured Obligations are to be secured by the Transaction Liens granted for such obligationspurpose under this Agreement, an Additional Secured Party Consent, executed by the holder of such obligation, and otherwise, a copy of any Secured Agreement granting a Lien on any of the Collateral in favor of such designated Additional Senior Secured Obligations; provided that, no obligation of QSC shall be an Additional Senior Secured Obligation unless (a) such obligation constitutes "Senior Debt" under the Indenture and is permitted by any other Secured Agreements, and, until the Senior Release Conditions are satisfied, both the Revolver Credit Agreement and the Term Credit Agreement, (b) the Liens securing such obligation are "Permitted Collateral Liens" pursuant to the Indenture and are not prohibited by (i) any other Secured Agreements or (ii) until the Senior Release Conditions are satisfied, the Revolver Credit Agreement or the Term Credit Agreement; and (b) an Additional Pari Passu Secured Obligation for purposes hereof (any such additional secured obligation, an "Additional Pari Passu Secured Obligation") by delivering to the Collateral Agent (with a fully executed copy to the Senior Collateral Agent): (A) a certificate signed by the chief financial officer or chief accounting officer of QSC (i) identifying the obligation so designated and the aggregate principal or face amount thereof, stating that such obligation is designated as an Additional Pari Passu Secured Obligation for purposes hereof, (ii) stating whether such Additional Pari Passu Secured Obligation is to be secured by the Transaction Liens granted for such purpose under this Agreement or by Liens granted pursuant to a separate Secured Agreement, (iii) stating whether such Additional Pari Passu Secured Obligations are secured by all or a portion of the Collateral and, if a portion, which portion, (iv) specifying the name and address of the holder of such obligation or of a trustee, agent or similar representative designated to supply information with respect to such Additional Secured Party Consent (in Obligation to the form attached Collateral Agent as Annex Ccontemplated by Section 16(f); and (cv) an Opinion representing that, (w) all designated Additional Pari Passu Secured Obligations constitute obligations described in the definition of Counsel "Permitted Equal Liens" in the Indenture, (x) the Liens granted to secure all Additional Pari Passu Secured Obligations are "Permitted Equal Liens" under the Indenture and are permitted under any other Secured Agreements; (y) it has delivered any required notice to the effect that Senior Collateral Agent, the designation QSC Notes Trustee and the Existing 2008 Notes Trustee of such obligations or Lien, and (z) until such time as “the Senior Release Conditions are satisfied, (1) such obligation is permitted under both the Revolver Credit Agreement and the Term Credit Agreement, and (2) the Lien securing such obligation is permitted by the Revolver Credit Agreement and the Term Credit Agreement, (B) until the Senior Release Conditions have been satisfied, to the extent such Additional Pari Passu Secured Obligations” Obligation is in compliance with to be secured by Liens granted under Secured Agreements other than this Agreement, evidence reasonably satisfactory to the Collateral Agent that QSC has obtained any required approval by the "Agent" under (and as defined in) the Revolver Credit Agreement and the Term Credit Agreement of the terms of such Secured Agreements rendering the Liens granted therein junior and subordinate to the Liens granted by the Senior Security Agreement, and (C) if such Additional Pari Passu Secured Obligations are to be secured by the Transaction Liens granted for such purpose under this Agreement, an Additional Secured Party Consent, executed by the holder of such obligation, and otherwise, a copy of any Secured Agreement granting a Lien on any of the Collateral in favor of such designated Additional Pari Passu Secured Obligations; provided that, no obligation of QSC shall be an Additional Pari Passu Secured Obligation unless (a) such obligation constitutes an obligation described in the definition of "Permitted Equal Liens" in the Indenture and is permitted under any other Secured Agreements, and until the Notes. Each Authorized Representative agrees that upon Senior Release Conditions are satisfied, both the satisfaction Revolver Credit Agreement and the Term Credit Agreement, (b) the Lien securing such obligation is a Permitted Equal Lien under the Indenture and is not prohibited under (i) any other Secured Agreements or (ii) until the Senior Release Conditions are satisfied, the Revolver Credit Agreement or the Term Credit Agreement. (c) At any time, QSC may terminate its ability to designate Additional Senior Secured Obligations and/or Additional Pari Passu Secured Obligations by delivery of all conditions set forth in the preceding sentence, written notice thereof to the Collateral Agent shall act as agent under and subject to the terms of this Agreement for the benefit of all Secured Parties, including without limitation, any Secured Parties that hold any such Additional Secured Obligations, and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Senior Collateral Agent as agent for the holders of (provided, that, such termination shall not affect any Additional Senior Secured Obligations as set forth in each or Additional Pari Passu Secured Party Consent and agrees, on behalf of itself and each Additional Secured Party it represents, to be bound Obligations previously designated by this Agreement. [SIGNATURE PAGES FOLLOW]QSC).

Additional Secured Obligations. On or after the Issue Date and so long as permitted by the Indenturedate hereof, the Company Issuers may from time to time designate additional First Lien Obligations of the Company or any Guarantor permitted to be Incurred under the Indenture and to be secured by a Lien on the Collateral as additional Secured Obligations hereunder (the “Additional Secured Obligations”) by delivering to the Collateral Agent and each Authorized Representative (a) a certificate signed by an Authorized Officer the chief financial officer of the Company Issuers (i) identifying the obligations so designated and the aggregate principal amount or face amount thereof, stating that such obligations are designated as Additional Secured Obligations for purposes hereof, (ii) representing that such designation of such obligations as Additional Secured Obligations complies with the terms of the Indenture Documents and the applicable Additional Secured Debt Documents and (iii) specifying the name and address of the Authorized Representative for such obligations, ; and (b) a fully executed Additional Secured Party Consent Creditor Joinder (in the form attached as Annex CSchedule E); and (c) an Opinion of Counsel to the effect that the designation of such obligations as “Additional Secured Obligations” is in compliance with the terms of the Indenture and the Notes. Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Collateral Agent shall act as agent under and subject to the terms of this Agreement for the benefit of all Secured PartiesCreditors, including without limitation, any Additional Secured Parties Creditors that hold any such Additional Secured Obligations, and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Collateral Agent as agent for the holders of such Additional Secured Obligations as set forth in each the Additional Secured Party Consent Creditor Joinder, and agreesthe Authorized Representative providing such Additional Secured Creditor Joinder shall, on behalf of itself and each Additional Secured Party Creditor it represents, to be bound by this Agreement. [SIGNATURE PAGES FOLLOW]For purposes of this Agreement, all Obligations arising under or in connection with the Notes (including Additional Notes and Exchange Notes) constitute Note Obligations rather than Additional Secured Obligations; however upon the issuance of Additional Notes, the Issuers shall deliver to the Collateral Agent a certificate signed by the chief financial officer of the Issuers setting forth the particulars of the Additional Notes including the aggregate principal amount or face amount thereof and certifying that such issuance of First Lien Obligations complies with the terms of the Indenture.

Additional Secured Obligations. On or after the Issue Date and so long as permitted by the Indenturedate hereof, the Company Issuers may from time to time designate additional Obligations of the Company or any Guarantor permitted to be Incurred under the Indenture and to be secured by a Lien on the Collateral as additional Secured Obligations hereunder (the “Additional Secured Obligations”) by delivering to the Collateral Agent and each Authorized Representative (a) a certificate signed by an Authorized Officer the chief financial officer of the Company Issuers (i) identifying the obligations so designated and the aggregate principal amount or face amount thereof, stating that such obligations are designated as Additional Secured Obligations for purposes hereof, (ii) representing that such designation of such obligations as Additional Secured Obligations complies with the terms of the Indenture Documents and the applicable Additional Secured Debt Documents and (iii) specifying the name and address of the Authorized Representative for such obligations, and (b) a fully executed Additional Secured Party Consent Creditor Joinder (in the form attached as Annex CSchedule “B”); and (c) an Opinion of Counsel to the effect that the designation of such obligations as “Additional Secured Obligations” is in compliance with the terms of the Indenture and the Notes. Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Collateral Agent shall act as agent under and subject to the terms of this Agreement Debenture for the benefit of all Secured PartiesCreditors, including without limitation, any Additional Secured Parties Creditors that hold any such Additional Secured Obligations, and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Collateral Agent as agent for the holders of such Additional Secured Obligations as set forth in each the Additional Secured Party Consent Creditor Joinder, and agreesthe Authorized Representative providing such Additional Secured Creditor Joinder shall, on behalf of itself and each Additional Secured Party Creditor it represents, to be bound by this Agreement. [SIGNATURE PAGES FOLLOW]this