Common use of Collateral and Security Documents Clause in Contracts

Collateral and Security Documents. The due and punctual payment of the principal of and interest on the Notes and Guarantees 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 Notes and Guarantees and performance of all other Obligations of the Issuer and the Subsidiary Guarantors to the Noteholder Secured Parties under the Notes Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the Alabama Intercreditor Agreement and the Junior Lien Intercreditor Agreement. The Trustee, the Issuer and the Subsidiary Guarantors hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Noteholder Secured Parties (and the other First Lien Holders) pursuant to the terms of the Security Documents, the Alabama Intercreditor Agreement and the Junior Lien Intercreditor Agreement. 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), the Alabama Intercreditor Agreement and the Junior Lien Intercreditor Agreement as each may be amended from time to time in accordance with their terms and this Indenture, the Alabama Intercreditor Agreement and the Junior Lien Intercreditor Agreement, and authorizes and directs the Collateral Agent to enter into the Security Documents, the Alabama Intercreditor Agreement and the Junior Lien Intercreditor Agreement (when applicable) and to perform its obligations and exercise its rights thereunder in accordance

Collateral and Security Documents. The due and punctual payment of the principal of and interest on the Notes and Guarantees 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 Notes and Guarantees and performance of all other Obligations of the Issuer and the Subsidiary Guarantors to the Noteholder Secured Parties under this Indenture, the Notes, the Guarantees, the ABL-Notes Intercreditor Agreement, the Pari Passu Intercreditor Agreement and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the Alabama ABL-Notes Intercreditor Agreement and the Junior Lien Pari Passu Intercreditor Agreement. The Trustee, the Issuer and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Noteholder Secured Parties (and the other First Lien Holders) pursuant to the terms of the Security Documents, the Alabama ABL-Notes Intercreditor Agreement and the Junior Lien Pari Passu Intercreditor Agreement. 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), the Alabama ABL-Notes Intercreditor Agreement and the Junior Lien Pari Passu Intercreditor Agreement as each may be in effect or may be amended from time to time in accordance with their terms and this Indenture, the Alabama ABL-Notes Intercreditor Agreement and the Junior Lien Pari Passu Intercreditor Agreement, and authorizes and directs the Notes Collateral Agent to enter into the Security Documents, the Alabama ABL-Notes Intercreditor Agreement and the Junior Lien Pari Passu Intercreditor Agreement (when applicable) and to perform its obligations and exercise its rights thereunder in accordanceaccordance therewith. The Issuer shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01, to assure and confirm to the Notes Collateral Agent the first-priority security interest in the Notes Collateral and the second-priority lien in the ABL 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 hereby, according to the intent and purposes herein expressed. The Issuer shall, and shall cause its Subsidiaries to, take any and all actions and make all filings, registrations and recordations (including the filing of UCC financing statements, continuation statements and amendments thereto) in all such jurisdictions reasonably required to cause the Security Documents to create, perfect and maintain, as security for the Obligations of the Issuer and the Guarantors to the Noteholder Secured Parties under this Indenture, the Notes, the Guarantees and the Security Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the ABL-Notes Intercreditor Agreement, the Pari Passu Intercreditor Agreement and the Security Documents), in favor of the Notes Collateral Agent for the benefit of the Noteholder Secured Parties subject to no Liens other than Liens permitted under this Indenture and with the priority set forth in the ABL-Notes Intercreditor Agreement. For the avoidance of doubt, the Trustee and Notes Collateral Agent shall not have a Lien on the Excluded Collateral (as defined in the Security Documents).

Collateral and Security Documents. The due and punctual payment of the principal of and interest on the Notes and Guarantees 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 Notes and Guarantees and performance of all other Obligations of the Issuer and the Subsidiary Guarantors to the Noteholder Secured Parties under the Notes Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the Alabama Intercreditor Agreement and the Junior Lien Intercreditor Agreement. The Trustee, the Issuer and the Subsidiary Guarantors hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Noteholder Secured Parties (and the other First Lien Holders) pursuant to the terms of the Security Documents, the Alabama Intercreditor Agreement and the Junior Lien Intercreditor Agreement. 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), the Alabama Intercreditor Agreement and the Junior Lien Intercreditor Agreement as each may be amended from time to time in accordance with their terms and this Indenture, the Alabama Intercreditor Agreement and the Junior Lien Intercreditor Agreement, and authorizes and directs the Collateral Agent to enter into the Security Documents, the Alabama Intercreditor Agreement Documents and the Junior Lien Intercreditor Agreement (when applicable) and authorizes and directs the Trustee to enter into the Amendment to the Alabama Intercreditor Agreement and Additional Authorized Representative Joinder Agreement No. 1, and authorizes and directs the Collateral Agent and the Trustee to perform its their respective obligations and exercise its their respective rights thereunder in accordanceaccordance therewith. The Issuer shall deliver to the Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01, to assure and confirm to the Collateral Agent the first-priority security interest in the Collateral (other than, as long as the Alabama Revolving Credit Agreement remains in effect, the Shared Alabama Collateral) and, as long as the Alabama Revolving Credit Agreement remains in effect, the second-priority security interest in the Shared Alabama 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 hereby, according to the intent and purposes herein expressed. The Issuer shall, and shall cause its Subsidiaries to, take any and all actions and make all filings, registrations and recordations (including the filing of UCC financing statements, continuation statements and amendments thereto) in all such jurisdictions reasonably required to cause the Security Documents to create, perfect and maintain, as security for the Obligations of the Issuer and the Subsidiary Guarantors to the Noteholder Secured Parties under this Indenture, the Notes, the Guarantees and the Security Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Alabama Intercreditor Agreement, the Junior Lien Intercreditor Agreement and the Security Documents), in favor of the Collateral Agent for the benefit of the Noteholder Secured Parties subject to no Liens other than Liens permitted under this Indenture and with the priority set forth in the Collateral Agreement, the Alabama Intercreditor Agreement and the Junior Lien Intercreditor Agreement.

Collateral and Security Documents. The due and punctual payment of the principal of and interest on the Notes Securities and the Guarantees 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 Notes Securities and the Guarantees and performance of all other Obligations of the Issuer Company and the Subsidiary Guarantors to the Noteholder Securityholder Secured Parties under this Indenture, the Notes Securities, the Guarantees, the Intercreditor Agreement, and any Pari Passu Intercreditor and Collateral Agency Agreement and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the Alabama Intercreditor Agreement Agreement, and the Junior Lien any Pari Passu Intercreditor and Collateral Agency Agreement. The Trustee, the Issuer Company and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Noteholder Securityholder Secured Parties (and the other First Lien Holders) pursuant to the terms of the Security Documents, the Alabama Intercreditor Agreement Agreement, and the Junior Lien any Pari Passu Intercreditor and Collateral Agency Agreement. Each Holder, by accepting a NoteSecurity, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral), the Alabama Intercreditor Agreement Agreement, and the Junior Lien any Pari Passu Intercreditor and Collateral Agency Agreement as each the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture, the Alabama Intercreditor Agreement Agreement, and the Junior Lien any Pari Passu Intercreditor and Collateral Agency Agreement, and authorizes and directs the Notes Collateral Agent to enter into the Security Documents, the Alabama Intercreditor Agreement, and any Pari Passu Intercreditor and Collateral Agency Agreement and the Junior Lien Intercreditor Agreement (when applicable) and to perform its obligations and exercise its rights thereunder in accordanceaccordance therewith. The Company shall deliver to the Notes Collateral Agent copies of all documents required to be filed 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 11.01, to assure and confirm to the Notes Collateral Agent the first-priority security interest in the Notes Priority Collateral and the second-priority lien in the ABL Priority 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 Securities secured hereby, according to the intent and purposes herein expressed. The Company shall, and shall cause its Subsidiaries to, take any and all actions and make all filings, registrations and recordations (including the filing of Uniform Commercial Code financing statements, continuation statements and amendments thereto) in all such jurisdictions reasonably required to cause the Security Documents to create, perfect and maintain, as security for the Obligations of the Company and the Guarantors to the Securityholder Secured Parties under this Indenture, the Securities, the Guarantees, the Intercreditor Agreement, any Junior Lien Intercreditor Agreement, any Pari Passu Intercreditor and Collateral Agency Agreement and the Security Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents), in favor of the Notes Collateral Agent for the benefit of the Securityholder Secured Parties subject to no Liens other than Liens permitted pursuant to this Indenture.

Collateral and Security Documents. The due and punctual payment of the principal of and premium and interest on the Notes and Guarantees 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 Notes and Guarantees and performance of all other Obligations of the Issuer and the Subsidiary Guarantors to the Noteholder Secured Parties under this Indenture, the Notes, the Guarantees, the ABL-Notes Intercreditor Agreement, the Pari Passu Intercreditor Agreement and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the Alabama ABL-Notes Intercreditor Agreement and the Junior Lien Pari Passu Intercreditor Agreement. The Trustee, the Issuer and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Noteholder Secured Parties (and the other First Lien Holders) pursuant to the terms of the Security Documents, the Alabama ABL-Notes Intercreditor Agreement and the Junior Lien Pari Passu Intercreditor Agreement. 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), the Alabama ABL-Notes Intercreditor Agreement and the Junior Lien Pari Passu Intercreditor Agreement as each may be in effect or may be amended from time to time in accordance with their terms and this Indenture, the Alabama ABL-Notes Intercreditor Agreement and the Junior Lien Pari Passu Intercreditor Agreement, and authorizes and directs the Notes Collateral Agent to enter into the Security Documents, the Alabama ABL-Notes Intercreditor Agreement and the Junior Lien Pari Passu Intercreditor Agreement (when applicable) and to perform its obligations and exercise its rights thereunder in accordanceaccordance therewith. The Issuer shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01, to assure and confirm to the Notes Collateral Agent the first-priority security interest in the Notes Collateral and the second-priority lien in the ABL 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 and the Guarantees secured thereby, according to the intent and purposes herein expressed. The Issuer shall, and shall cause its Subsidiaries to, take any and all actions and make all filings, registrations and recordations (including the filing of UCC financing statements, continuation statements and amendments thereto) in all such jurisdictions reasonably required to cause the Security Documents to create, perfect and maintain, as security for the Obligations of the Issuer and the Guarantors to the Noteholder Secured Parties under this Indenture, the Notes, the Guarantees and the Security Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the ABL-Notes Intercreditor Agreement, the Pari Passu Intercreditor Agreement and the Security Documents), in favor of the Notes Collateral Agent for the benefit of the Noteholder Secured Parties subject to no Liens other than Liens permitted under this Indenture and with the priority set forth in the ABL-Notes Intercreditor Agreement. For the avoidance of doubt, the Trustee and Notes Collateral Agent shall not have a Lien on the Excluded Assets.

Collateral and Security Documents. The due and punctual payment of the principal of and premium and interest on the Notes and Guarantees 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 Notes and Guarantees and performance of all other Obligations of the Issuer and the Subsidiary Guarantors to the Noteholder Secured Parties under this Indenture, the Notes, the Guarantees, the ABL-Notes Intercreditor Agreement and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the Alabama Intercreditor Agreement and the Junior Lien ABL-Notes Intercreditor Agreement. The Trustee, the Issuer and the Subsidiary Guarantors hereby acknowledge and agree that the Collateral Agent Trustee holds the Collateral in trust for the benefit of the Noteholder Secured Parties (and the other First Lien Holders) pursuant to the terms of the Security Documents, the Alabama Intercreditor Agreement Documents and the Junior Lien ABL-Notes Intercreditor Agreement. 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), the Alabama Intercreditor Agreement ) and the Junior Lien ABL-Notes Intercreditor Agreement as each may be in effect or may be amended from time to time in accordance with their terms and this Indenture, the Alabama Intercreditor Agreement Indenture and the Junior Lien ABL-Notes Intercreditor Agreement, and authorizes and directs the Collateral Agent Trustee to enter into the Security Documents, Documents and the Alabama ABL-Notes Intercreditor Agreement and the Junior Lien Intercreditor Agreement (when applicable) and to perform its obligations and exercise its rights thereunder in accordanceaccordance therewith. The Issuer shall deliver to the Collateral Trustee copies of all documents required to be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01, to assure and confirm to the Collateral Trustee the first-priority security interest in the Notes Collateral and the second-priority lien in the ABL 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 and the Guarantees secured thereby, according to the intent and purposes herein expressed. The Issuer shall, and shall cause its Subsidiaries to, take any and all actions and make all filings, registrations and recordations (including the filing of UCC financing statements, continuation statements and amendments thereto) in all such jurisdictions reasonably required to cause the Security Documents to create, perfect and maintain, as security for the Obligations of the Issuer and the Guarantors to the Noteholder Secured Parties under this Indenture, the Notes, the Guarantees and the Security Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the ABL-Notes Intercreditor Agreement and the Security Documents), in favor of the Collateral Trustee for the benefit of the Noteholder Secured Parties subject to no Liens other than Liens permitted under this Indenture and with the priority set forth in the ABL-Notes Intercreditor Agreement. For the avoidance of doubt, the Trustee and Collateral Trustee shall not have a Lien on the Excluded Assets.