Common use of Collateral and Collateral Documents Clause in Contracts

Collateral and Collateral Documents. (a) The due and punctual payment of the principal of and interest on the Term Loans 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 and interest on the Term Loans and performance of all other Obligations of the Borrower and the Guarantors to the Lender, the Administrative Agent or the Collateral Agent under this Agreement, the Term Loans, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Term Loans and such other Obligations, subject to the terms of the Intercreditor Agreements. The Administrative Agent and the Borrower hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Collateral Agent, the Administrative Agent and the Lenders, in each case pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. Each Lender consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their terms and this Agreement and the Intercreditor Agreements, and authorizes and directs the Administrative Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Borrower shall deliver to the Collateral Agent copies of all documents pursuant to the Collateral 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, to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral 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 Agreement and of the Term Loans secured hereby, according to the intent and purposes herein expressed. The Borrower shall, and shall cause the Restricted Subsidiaries of the Borrower to, use its and their commercially reasonable efforts to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreements), in favor of the Collateral Agent for the benefit of the Secured Parties.

Collateral and Collateral Documents. (a) The due and punctual payment of the principal of and interest (including Additional Interest, if any) on the Term Loans 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 and interest (including Additional Interest, if any) on the Term Loans Notes and payment and performance of all other Obligations of the Borrower Issuer and the Guarantors to the LenderHolders, the Administrative Agent Trustee or the Collateral Agent under this AgreementIndenture, the Term Loans, the Intercreditor Agreements Notes and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Term Loans Notes and such other Obligations, subject to the terms of the Intercreditor AgreementsAgreement. The Administrative Agent Trustee and the Borrower Issuer hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for its benefit and the benefit of the Collateral Agent, the Administrative Agent Trustee and the LendersHolders, in each case pursuant to the terms of the Collateral Documents and the Intercreditor AgreementsDocuments. Each Lender Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their terms and this Agreement and the Intercreditor AgreementsIndenture, and authorizes and directs the Administrative Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith; provided, however, that if any of the provisions of the Collateral Documents limit, qualify or conflict with the duties imposed by the provisions of the Trust Indenture Act, the Trust Indenture Act shall control. The Borrower Issuer shall deliver to the Collateral Agent copies of all documents filed pursuant to the Collateral 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, to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral 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 Agreement Indenture and of the Term Loans Notes secured hereby, according to the intent and purposes herein expressed. The Borrower shall, and shall cause the Restricted Subsidiaries of the Borrower to, use its and their commercially reasonable efforts to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreements), in favor of the Collateral Agent for the benefit of the Secured Parties.

Collateral and Collateral Documents. (a) The due and punctual payment of the principal of and interest on the Term Loans 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 and interest on the Term Loans and performance of all other Obligations of the Borrower and the Guarantors to the LenderLenders, the Administrative Agent or the Collateral Agent under this Agreement, the Term Loans, the Intercreditor Agreements Loans and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Term Loans and such other Obligations, subject to the terms of the Intercreditor AgreementsAgreement. The Administrative Agent and the Borrower hereby acknowledge and agree that subject to the Intercreditor Agreement, the Collateral Agent holds the Collateral in trust for the benefit of the Collateral Agent, the Administrative Agent and the Lenders, in each case pursuant to the terms of the Collateral Documents and the Intercreditor AgreementsAgreement. Each Lender Lender, by extending Loans, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their terms and this Agreement and the Intercreditor AgreementsAgreement, and authorizes and directs the Administrative Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The It is hereby expressly acknowledged and agreed that, in doing so, the Administrative Agent and the Collateral Agent are not responsible for the terms or contents of such agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. Subject to the terms and provisions hereof, the Intercreditor Agreement and the Agreed Security Principles, the Borrower shall deliver to the Collateral Agent copies of all documents pursuant to the Collateral 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, 10.1(a) to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral 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 Agreement and of the Term Loans secured hereby, according to the intent and purposes herein expressed. The Borrower Holdings shall, and shall cause the it’s Restricted Subsidiaries of the Borrower to, use its and their commercially reasonable efforts to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor AgreementsAgreement), in favor of the Collateral Agent for the benefit of the Secured Parties, subject only to Permitted Liens.

Collateral and Collateral Documents. (a) The due and punctual payment of the principal of and interest (including Additional Interest, if any) on the Term Loans 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 and interest (including Additional Interest, if any) on the Term Loans Notes and performance of all other Obligations of the Borrower Company and the Guarantors to the LenderHolders, the Administrative Agent Trustee or the Notes Collateral Agent under this AgreementIndenture, the Term Loans, the Intercreditor Agreements Notes and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Term Loans Notes and such other Obligations, subject to the terms of the Intercreditor AgreementsAgreement. The Administrative Agent Trustee and the Borrower Company hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for its benefits and the benefit of the Collateral Agent, the Administrative Agent Trustee and the LendersHolders, in each case pursuant to the terms of the Collateral Documents and the Intercreditor AgreementsDocuments. Each Lender Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their terms and this Agreement and the Intercreditor AgreementsIndenture, and authorizes and directs the Administrative Notes Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith; provided, however, that if any of the provisions of the Collateral Documents limit, qualify or conflict with the duties imposed by the provisions of the Trust Indenture Act, the Trust Indenture Act shall control. The Borrower Company shall deliver to the Notes Collateral Agent copies of all documents pursuant to the Collateral 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 12.0110.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral 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 Agreement Indenture and of the Term Loans Notes secured hereby, according to the intent and purposes herein expressed. The Borrower shall, and shall cause the Restricted Subsidiaries of the Borrower to, use its and their commercially reasonable efforts to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreements), in favor of the Collateral Agent for the benefit of the Secured Parties.

Collateral and Collateral Documents. (a) The due and punctual payment of the principal of and interest (including Additional Interest, if any) on the Term Loans 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 and interest (including Additional Interest, if any) on the Term Loans Notes and performance of all other Indenture Obligations of the Borrower Issuer and the Guarantors to the LenderHolders, the Administrative Agent Trustee or the Notes Collateral Agent under this AgreementIndenture, the Term LoansNotes, any Hedging Obligations related to the Notes and guarantees thereof (excluding, for the avoidance of doubt, any Hedging Obligations and guarantees thereof secured under the ABL Facility), the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Term Loans Notes and such other Obligations, subject to the terms of the Intercreditor Agreements. The Administrative Agent Trustee and the Borrower Issuer hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Notes Collateral Agent, the Administrative Agent Trustee and the LendersHolders, in each case pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. Each Lender Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their terms and this Agreement Indenture and the Intercreditor Agreements, and authorizes and directs the Administrative Notes Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith; provided, however, that if any of the provisions of the Collateral Documents limit, qualify or conflict with the duties imposed by the provisions of the Trust Indenture Act, the Trust Indenture Act shall control. The Borrower Issuer shall deliver to the Notes Collateral Agent copies of all documents pursuant to the Collateral 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 12.0113.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral 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 Agreement Indenture and of the Term Loans Notes secured hereby, according to the intent and purposes herein expressed. The Borrower Issuer shall, and shall cause the Restricted Subsidiaries of the Borrower Issuer to, use its and their commercially reasonable efforts to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Indenture Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreements), in favor of the Notes Collateral Agent for the benefit of the Notes Secured Parties.

Collateral and Collateral Documents. (a) The due and punctual payment of the principal of and interest on the Term Loans 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 and interest on the Term Loans Notes and payment and performance of all other Obligations of the Borrower Issuer and the Guarantors to the Lender, the Administrative Agent Holders or the Collateral Agent under this Note Purchase Agreement, the Term Loans, the Intercreditor Agreements Notes and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Term Loans Notes and such other Obligations, subject to the terms of the Intercreditor AgreementsAgreement. The Administrative Agent Issuer hereby acknowledges and the Borrower hereby acknowledge and agree agrees that the Collateral Agent holds the Collateral in trust for its benefit and the benefit of the Collateral Agent, the Administrative Agent and the LendersHolders, in each case pursuant to the terms of the Collateral Documents and the Intercreditor AgreementsDocuments. Each Lender Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their terms and this Agreement and the Intercreditor AgreementsNote Purchase Agreement, and authorizes and directs the Administrative Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Borrower Issuer shall deliver to the Collateral Agent copies of all documents filed pursuant to the Collateral 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, to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral 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 Note Purchase Agreement and of the Term Loans Notes secured hereby, according to the intent and purposes herein expressed. The Borrower shall, and shall cause the Restricted Subsidiaries of the Borrower to, use its and their commercially reasonable efforts to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreements), in favor of the Collateral Agent for the benefit of the Secured Parties.

Collateral and Collateral Documents. (a) The In order to secure the due and punctual payment of the principal of and interest on the Term Loans Securities 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 and interest (to the extent permitted by law), if any, on the Term Loans Securities and performance of all other Obligations obligations of the Borrower Company to the Holders or the Trustee under this Indenture and the Guarantors to the LenderSecurities, the Administrative Agent or Company and the Collateral Agent under have simultaneously with the execution of this Agreement, the Term Loans, the Intercreditor Agreements and Indenture entered into the Collateral Documents, according pursuant to which the Company has granted to the terms hereunder or thereunder, shall be secured as provided Collateral Agent for the benefit of the Trustee and the Holders a second priority Lien on and security interest in the Collateral Documents, which define (such Lien ranking junior in priority only to the terms existing Lien on the Collateral for the benefit of the Liens that secure the Term Loans and holders of any outstanding Existing Securities). In addition, such other Obligations, subject second priority Lien granted to the terms Collateral Agent will be pari passu with the Lien granted to the trustee of the Intercreditor AgreementsVEBA Trust pursuant to the VEBA Mortgage and the VEBA Security Agreement; provided that at such time as no Existing Securities remain outstanding, the security interest in the Collateral granted to the Collateral Agent for the benefit of the Trustee and the Holders shall become a first priority Lien and the Lien granted to the VEBA Trustee pursuant to the VEBA Mortgage and the VEBA Security Agreement shall remain a second priority Lien, junior in priority to the Lien created by the Collateral Documents. The Administrative Collateral Agent and the Borrower Company hereby acknowledge and agree that the Collateral Agent holds the Collateral as a secured party or mortgagee, as the case may be, in trust for the benefit of the Collateral Agent, the Administrative Agent and the LendersTrustee, in each case its capacity as trustee, and for the ratable benefit of the Holders pursuant to the terms of the Collateral Documents Documents. The Collateral Agent is authorized and the Intercreditor Agreements. Each Lender consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their terms and this Agreement and the Intercreditor Agreements, and authorizes and directs the Administrative Agent directed to enter into the Collateral Documents and each of (i) the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Borrower shall deliver to the Collateral Agent copies of all documents pursuant to the Collateral 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, to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral 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 Agreement and of (ii) the Term Loans secured hereby, according to the intent and purposes herein expressed. The Borrower shall, and shall cause the Restricted Subsidiaries of the Borrower to, use its and their commercially reasonable efforts to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the VEBA Intercreditor Agreements), in favor of the Collateral Agent for the benefit of the Secured PartiesAgreement.

Collateral and Collateral Documents. (a) The due and punctual payment of the principal of and interest (including Additional Interest, if any) on the Term Loans 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 and interest (including Additional Interest, if any) on the Term Loans Notes and performance of all other Obligations of the Borrower Company and the Guarantors to the LenderHolders, the Administrative Agent Trustee or the Notes/Term Collateral Agent under this AgreementIndenture, the Term LoansNotes, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Term Loans Notes and such other Obligations, subject to the terms of the Intercreditor Agreements. The Administrative Agent Trustee and the Borrower Company hereby acknowledge and agree that the Notes/Term Collateral Agent holds the Collateral in trust for the benefit of the Collateral Agent, the Administrative Agent Trustee and the LendersHolders, in each case pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. Each Lender Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their terms and this Agreement Indenture and the Intercreditor Agreements, and authorizes and directs the Administrative Notes/Term Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith; provided, however, that if any of the provisions of the Collateral Documents limit, qualify or conflict with the duties imposed by the provisions of the Trust Indenture Act, the Trust Indenture Act shall control. The Borrower Company shall deliver to the Notes/Term Collateral Agent copies of all documents pursuant to the Collateral Documents, and shall will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.0110.01, to assure and confirm to the Notes/Term Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral 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 Agreement Indenture and of the Term Loans Notes secured hereby, according to the intent and purposes herein expressed. The Borrower Company shall, and shall cause the Restricted Subsidiaries of the Borrower Company to, use its and their commercially reasonable efforts to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the ObligationsObligations under the Notes, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreements), in favor of the Notes/Term Collateral Agent for the benefit of the Secured Parties.

Collateral and Collateral Documents. (a) The due and punctual payment of the principal of and interest (including Additional Interest, if any) on the Term Loans 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 and interest (including Additional Interest, if any) on the Term Loans Notes and performance of all other Indenture Obligations of the Borrower Issuer and the Guarantors to the LenderHolders, the Administrative Agent Trustee or the Notes Collateral Agent under this AgreementIndenture, the Term LoansNotes (excluding, for the Intercreditor Agreements avoidance of doubt, any Hedging Obligations and guarantees thereof secured under the ABL Facility) and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Term Loans Notes and such other Obligations, subject to the terms of the Intercreditor AgreementsAgreement. The Administrative Agent Trustee and the Borrower Issuer hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Notes Collateral Agent, the Administrative Agent Trustee and the LendersHolders, in each case pursuant to the terms of the Collateral Documents and the Intercreditor AgreementsAgreement. Each Lender Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Agreement Indenture and the Intercreditor AgreementsAgreement, and authorizes and directs the Administrative Notes Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith; provided, however, that if any of the provisions of the Collateral Documents limit, qualify or conflict with the mandatory duties imposed by the provisions of the Trust Indenture Act, the Trust Indenture Act shall control. The Borrower Subject to the terms and provisions hereof, the Issuer shall deliver to the Notes Collateral Agent copies of all documents pursuant to the Collateral 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, 13.01 to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral 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 Agreement Indenture and of the Term Loans Notes secured hereby, according to the intent and purposes herein expressed. The Borrower Issuer shall, and shall cause the Restricted Subsidiaries of the Borrower Issuer to, use its and their commercially reasonable efforts to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Indenture Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor AgreementsAgreement), in favor of the Notes Collateral Agent for the benefit of the Notes Secured Parties.

Collateral and Collateral Documents. (a) The due and punctual payment of the principal of and interest on the Term Loans 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 and interest on the Term Loans Notes and payment and performance of all other Obligations of the Borrower Issuer and the Guarantors to the LenderHolders, the Administrative Agent Trustee or the Collateral Agent under this AgreementIndenture, the Term Loans, the Intercreditor Agreements Notes and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Term Loans Notes and such other Obligations, subject to the terms of the Intercreditor AgreementsAgreement. The Administrative Agent Trustee and the Borrower Issuer hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for its benefit and the benefit of the Collateral Agent, the Administrative Agent Trustee and the LendersHolders, in each case pursuant to the terms of the Collateral Documents and the Intercreditor AgreementsDocuments. Each Lender Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their terms and this Agreement and the Intercreditor AgreementsIndenture, and authorizes and directs the Administrative Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Borrower Issuer shall deliver to the Collateral Agent copies of all documents filed pursuant to the Collateral 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, to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral 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 Agreement Indenture and of the Term Loans Notes secured hereby, according to the intent and purposes herein expressed. The Borrower shall, and shall cause the Restricted Subsidiaries of the Borrower to, use its and their commercially reasonable efforts to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreements), in favor of the Collateral Agent for the benefit of the Secured Parties.

Collateral and Collateral Documents. (a) The In order to secure the due and punctual payment of the principal of and interest on the Term Loans Senior 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 and interest (to the extent permitted by law), if any, on the Term Loans Senior Notes and performance of all other Obligations obligations of the Borrower Company to the Holders or the Trustee under this Indenture and the Guarantors to the LenderSenior Notes, the Administrative Agent or Company and the Collateral Agent under Trustee have simultaneously with the execution of this Agreement, the Term Loans, the Intercreditor Agreements and Indenture entered into the Collateral Documents, according pursuant to which the Company has granted to the terms hereunder or thereunder, shall be secured as provided Trustee for the benefit of the Trustee and the Holders a Lien on and security interest in the Collateral. The Trustee and the Company hereby agree that the Trustee holds liens and security interests in the Collateral Documentsas a secured party or mortgagee, which define as the terms of the Liens that secure the Term Loans and such other Obligationscase may be, subject to the terms of the Intercreditor Agreements. The Administrative Agent and the Borrower hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Collateral Agent, the Administrative Agent and the LendersTrustee, in each case its capacity as trustee, and for the ratable benefit of the Holders pursuant to the terms of the Collateral Documents Documents. The Trustee is authorized and the Intercreditor Agreements. Each Lender consents and agrees directed to the terms enter into each of the Collateral Documents (Documents, including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their terms and this Agreement and the Intercreditor AgreementsSecurity Agreement, and authorizes and directs the Administrative Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in Indenture accordance therewith. The Borrower Notwithstanding any other provision of this Indenture, the Liens created under the Collateral Documents in respect of inventory and accounts receivable included in the Collateral shall deliver not be effective until the Company has received relief from the Commission from the provisions of Section 314(d)(1) of the TIA which will permit the disposition of Collateral contemplated by Section 12.04 of this Indenture without delivery of the certificates or opinions required by Section 314(d)(1) of the TIA in respect of the disposition of Collateral referred to in Section 12.04 hereof or such other relief form the SEC as the Company, in good faith, determines is required so that the operation of Section 314(d)(1) of the TIA is not materially burdensome to the Collateral Agent copies Company and its Affiliates. The Company will use all its best efforts to obtain such relief as soon as possible after the date hereof and will keep the Trustee reasonably informed of all documents pursuant to such efforts. To the extent there is a conflict between the provisions of this Indenture and the provisions of any of the Collateral Documents, and shall do or cause to be done all such acts and things as may be reasonably required by the next sentence provisions of this Section 12.01, to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral 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 Agreement and of the Term Loans secured hereby, according to the intent and purposes herein expressed. The Borrower shall, and Indenture shall cause the Restricted Subsidiaries of the Borrower to, use its and their commercially reasonable efforts to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreements), in favor of the Collateral Agent for the benefit of the Secured Partiesgovern.

Collateral and Collateral Documents. (a) The due and punctual payment of the principal of and interest on the Term Loans 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 and interest on the Term Loans Notes and performance of all other Obligations obligations of the Borrower Company and the Guarantors to the LenderHolders, the Administrative Agent Trustee or the Collateral Agent Trustee under this AgreementIndenture, the Term Loans, the Intercreditor Agreements Notes and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured by Liens granted in favor of and held by the Collateral Trustee on the Notes Priority Lien Collateral and the ABL Priority Lien Collateral as provided in the Collateral Documents, which define the terms of the Liens that secure the Term Loans Notes and such other Obligationsthe Guarantees, subject to the terms of the Intercreditor Agreements. The Administrative Agent and the Borrower hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Collateral Agent, the Administrative Agent and the Lenders, in each case pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. Each Lender consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their terms and this Agreement and the Intercreditor Agreements, Collateral Trust Agreement. Pursuant and authorizes and directs the Administrative Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Borrower shall deliver to the Collateral Agent copies of all documents pursuant to the Collateral 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, to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral 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 Agreement and of the Term Loans secured hereby, according to the intent and purposes herein expressed. The Borrower shall, and shall cause the Restricted Subsidiaries of the Borrower to, use its and their commercially reasonable efforts to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreements)Agreement, in favor of (1) the Liens on the Notes Priority Lien Collateral Agent for securing the benefit of Notes and the Secured PartiesOutstanding 2016 Notes rank senior to the Liens on the Notes Priority Lien Collateral securing the ABL Debt Obligations and any future Subordinated Lien Obligations and (2) the Liens on the ABL Priority Lien Collateral securing the Notes and the Outstanding 2016 Notes rank junior to the Liens on the ABL Priority Lien Collateral securing the ABL Debt Obligations, but senior to the Liens on the ABL Priority Lien Collateral securing any future Subordinated Lien Obligations.

Collateral and Collateral Documents. (a) The In order to secure the due and punctual payment of the principal of and interest on the Term Loans Securities 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 and interest (to the extent permitted by law), if any, on the Term Loans Securities and performance of all other Obligations obligations of the Borrower Company to the Holders or the Trustee under this Indenture and the Guarantors to the LenderSecurities, the Administrative Agent or Company and the Collateral Agent under have simultaneously (other than with respect to the Mortgages and any other Collateral Documents related to Collateral constituting Real Property) with the execution of this Agreement, the Term Loans, the Intercreditor Agreements and Indenture entered into the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Term Loans and such other Obligations, subject to the terms of the Intercreditor Agreements. The Administrative Agent and the Borrower hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Collateral Agent, the Administrative Agent and the Lenders, in each case pursuant to which the terms of the Collateral Documents and the Intercreditor Agreements. Each Lender consents and agrees Company has granted to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their terms and this Agreement and the Intercreditor Agreements, and authorizes and directs the Administrative Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Borrower shall deliver to the Collateral Agent copies of all documents pursuant to the Collateral 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, to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral 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 Agreement and of the Term Loans secured hereby, according to the intent and purposes herein expressed. The Borrower shall, and shall cause the Restricted Subsidiaries of the Borrower to, use its and their commercially reasonable efforts to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreements), in favor of the Collateral Agent for the benefit of the Secured PartiesTrustee and the Holders a first priority Lien on and security interest in the Collateral. The Collateral Agent and the Company hereby agree that the Collateral Agent holds, or with respect to the Mortgages will hold, the Collateral as a secured party or mortgagee, as the case may be, in trust for the benefit of the Trustee, in its capacity as Trustee, and for the ratable benefit of the Holders pursuant to the terms of the Collateral Documents. The Collateral Agent is hereby authorized and directed to enter into the Intercreditor Agreement. The Company shall execute and deliver to the Collateral Agent within 90 days after the Issue Date the Mortgages and all related filings pursuant to Section 10.02; provided, however, that the effect of, and the Holders' remedy for, the Company's non-compliance with this sentence shall be limited to Section 4.01 of this Indenture and paragraph 1 of the Securities and such non-compliance shall not constitute a Default or Event of Default under this Indenture or the Securities.

Collateral and Collateral Documents. (a) The Company hereby appoints The Bank of New York Mellon Trust Company, N.A., to act as Collateral Agent, and the Collateral Agent shall have the privileges, powers and immunities as set forth herein and in the Collateral Documents. The due and punctual payment of the principal of and interest on the Term Loans Securities 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 and interest on the Term Loans Securities and performance of all other Obligations obligations of the Borrower and the Guarantors to the LenderCompany, the Administrative Agent Note Guarantors, the Trustee or the Collateral Agent under this AgreementIndenture, the Term LoansSecurities, the Intercreditor Agreements Agreement and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Term Loans and such other Obligationsobligations, subject to the terms of the Intercreditor AgreementsAgreement. The Administrative Agent Trustee and the Borrower Company hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Collateral Agent, the Administrative Agent and the LendersNoteholder Secured Parties, in each case pursuant to the terms of the Collateral Documents and the Intercreditor AgreementsAgreement. Each Lender holder, by accepting a Security, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Agreement Indenture and the Intercreditor AgreementsAgreement, and authorizes and directs the Administrative Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith; provided, however, that if any of the provisions of the Collateral Documents limit, qualify or conflict with the duties imposed by the provisions of the TIA, the TIA shall control. The Borrower Company shall deliver to the Collateral Agent copies of all documents pursuant to the Collateral Documents, and shall will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.0111.1, to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral 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 Agreement Indenture and of the Term Loans Securities secured hereby, according to the intent and purposes herein expressed. The Borrower Company shall, and shall cause the Restricted Subsidiaries of the Borrower to, use its and their commercially reasonable efforts Company to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligationsobligations under the Securities, the Indenture and the Collateral Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor AgreementsAgreement), in favor of the Collateral Agent for the benefit of the Noteholder Secured Parties. The Company shall, and shall cause the Subsidiaries of the Company to, and each Subsidiary shall, make all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) and take all other actions as are necessary or required by the Collateral Documents to maintain (at the sole cost and expense of the Company and its Subsidiaries) the security interest created by the Collateral Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Collateral Documents) as a perfected security interest with the priority set forth in the Intercreditor Agreement and subject only to Permitted Liens.

Collateral and Collateral Documents. (a) The due and punctual payment of the principal of and interest on the Term Loans 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 and interest on the Term Loans Notes and performance of all other Obligations obligations of the Borrower Company and the Guarantors to the LenderHolders, the Administrative Agent Trustee or the Collateral Agent Trustee under this AgreementIndenture, the Term Loans, the Intercreditor Agreements Notes and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured by Liens granted in favor of and held by the Collateral Trustee on the Notes Priority Lien Collateral and the ABL Priority Lien Collateral as provided in the Collateral Documents, which define the terms of the Liens that secure the Term Loans Notes and such other Obligationsthe Guarantees, subject to the terms of the Intercreditor Agreements. The Administrative Agent and the Borrower hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Collateral Agent, the Administrative Agent and the Lenders, in each case pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. Each Lender consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their terms and this Agreement and the Intercreditor Agreements, Collateral Trust Agreement. Pursuant and authorizes and directs the Administrative Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Borrower shall deliver to the Collateral Agent copies of all documents pursuant to the Collateral 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, to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral 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 Agreement and of the Term Loans secured hereby, according to the intent and purposes herein expressed. The Borrower shall, and shall cause the Restricted Subsidiaries of the Borrower to, use its and their commercially reasonable efforts to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreements)Agreement, in favor of (1) the Liens on the Notes Priority Lien Collateral Agent for securing the benefit of Notes rank senior to the Secured PartiesLiens on the Notes Priority Lien Collateral securing the ABL Debt Obligations and any future Subordinated Lien Obligations and (2) the Liens on the ABL Priority Lien Collateral securing the Notes rank junior to the Liens on the ABL Priority Lien Collateral securing the ABL Debt Obligations, but senior to the Liens on the ABL Priority Lien Collateral securing any future Subordinated Lien Obligations.

Collateral and Collateral Documents. (a) The Company hereby appoints The Bank of New York Mellon Trust Company, N.A., to act as Collateral Agent, and the Collateral Agent shall have the privileges, powers and immunities as set forth herein and in the Collateral Documents. The due and punctual payment of the principal of and interest on the Term Loans Securities 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 and interest on the Term Loans Securities and performance of all other Obligations obligations of the Borrower and the Guarantors to the LenderCompany, the Administrative Agent Note Guarantors, the Trustee or the Collateral Agent under this AgreementIndenture, the Term LoansSecurities, the Intercreditor Agreements Agreement and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Term Loans and such other Obligationsobligations, subject to the terms of the Intercreditor AgreementsAgreement. The Administrative Agent Trustee and the Borrower Company hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Collateral Agent, the Administrative Agent and the LendersNoteholder Secured Parties, in each case pursuant to the terms of the Collateral Documents and the Intercreditor AgreementsAgreement. Each Lender holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Agreement Indenture and the Intercreditor AgreementsAgreement, and authorizes and directs the Administrative Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith; provided, however, that if any of the provisions of the Collateral Documents limit, qualify or conflict with the duties imposed by the provisions of the TIA, the TIA shall control. The Borrower Company shall deliver to the Collateral Agent copies of all documents pursuant to the Collateral Documents, and shall will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.0111.1, to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral 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 Agreement Indenture and of the Term Loans Securities secured hereby, according to the intent and purposes herein expressed. The Borrower Company shall, and shall cause the Restricted Subsidiaries of the Borrower to, use its and their commercially reasonable efforts Company to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligationsobligations under the Securities, the Indenture and the Collateral Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor AgreementsAgreement), in favor of the Collateral Agent for the benefit of the Noteholder Secured Parties. The Company shall, and shall cause the Subsidiaries of the Company to, and each Subsidiary shall, make all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) and take all other actions as are necessary or required by the Collateral Documents to maintain (at the sole cost and expense of the Company and its Subsidiaries) the security interest created by the Collateral Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Collateral Documents) as a perfected security interest with the priority set forth in the Intercreditor Agreement and subject only to Permitted Liens.