Common use of Further Assurances; Collateral Inspections and Reports; Costs and Indemnification Clause in Contracts

Further Assurances; Collateral Inspections and Reports; Costs and Indemnification. (a) The Issuers and each Guarantor shall execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, modifications to or amendments and restatements of Mortgages and other documents and recordings of Liens in stock registries), that may be required under any applicable law, or that the Collateral Agent or the Trustee may reasonably request, to satisfy the Collateral Requirement and to cause the Collateral Requirement to be and remain satisfied, all at the expense of the Issuers and Guarantors and provide to the Collateral Agent and the Trustee, from time to time upon reasonable request, evidence reasonably satisfactory to the Collateral Agent and the Trustee as to the perfection and priority of the Liens created or intended to be created by the Security Documents. (b) If any asset (including any owned Real Property (other than owned Real Property covered by paragraph (c) below) or improvements thereto or any interest therein) is acquired by any Issuer or Guarantor after the Issue Date or owned by an entity at the time it becomes a Guarantor (in each case other than (x) assets constituting Collateral under a Security Document that become subject to the Lien of such Security Document upon acquisition thereof and (y) assets that are Excluded Property not required to become subject to Liens in favor of the Collateral Agent pursuant to paragraph (g) below or the Security Documents) or assets or other property held by the Issuers or a Guarantor are no longer Excluded Property, the Issuers and Guarantors will (i) notify the Collateral Agent thereof and (ii) cause such asset to be subjected to a Lien securing the Note Obligations and take such actions as shall be necessary or reasonably requested by the Collateral Agent to grant and perfect such Liens, including actions described in paragraph (a) of this Section, all at the expense of the Issuers and Guarantors, subject to paragraph (g) below. (c) The Issuers and Guarantors shall grant to the Collateral Agent security interests and mortgages in such owned Real Property of such Issuer or any such Guarantors as are not covered by the original Mortgages, to the extent acquired after the Issue Date pursuant to documentation substantially in the form of the Mortgages delivered to the Collateral Agent within 90 days of the Issue Date or in such other form as is reasonably satisfactory to the Collateral Agent (each, an “Additional Mortgage”) and constituting valid and enforceable Liens subject to no other Liens except Permitted Liens, at the time of perfection thereof, and the Issuers and Guarantors shall record or file the Additional Mortgage or instruments related thereto in such manner and in such places as is required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Mortgages and shall pay in full all Taxes, fees and other charges payable in connection therewith, in each case subject to paragraph (g) below. Unless otherwise waived by the Collateral Agent, with respect to each such Additional Mortgage, the Company shall deliver to the Collateral Agent contemporaneously therewith a title insurance policy, and, a survey as described in clause (8) of the definition “Collateral Requirement”. (d) If any additional direct or indirect Subsidiary of the Company is formed or acquired after the Issue Date (with any Subsidiary Redesignation resulting in an Unrestricted Subsidiary becoming a Restricted Subsidiary being deemed to constitute the acquisition of a Subsidiary) and if such Subsidiary is a Domestic Subsidiary that is not an Unrestricted Subsidiary (other than an Unrestricted Subsidiary that is the subject of such Subsidiary Redesignation) or a CFC Holding Company, within five Business Days after the date such Subsidiary is formed or acquired, the Company shall notify the Collateral Agent and, within 20 Business Days after the date such Subsidiary is formed or acquired or such longer period as the Collateral Agent shall agree, the Company shall cause the Collateral Requirement to be satisfied with respect to such Subsidiary and with respect to any Equity Interest in or Indebtedness of such Subsidiary owned by or on behalf of any Issuer or Guarantor, subject to paragraph (g) below. (e) If any additional Foreign Subsidiary of the Company is formed or acquired after the Issue Date (with any Subsidiary Redesignation resulting in an Unrestricted Subsidiary becoming a Restricted Subsidiary being deemed to constitute the acquisition of a Subsidiary) and if such Subsidiary is a “first tier” Foreign Subsidiary, within five Business Days after the date such Foreign Subsidiary is formed or acquired, the Company shall notify the Collateral Agent and, within 20 Business Days after the date such Foreign Subsidiary is formed or acquired or such longer period as the Collateral Agent shall agree, the Company shall cause the Collateral Requirement to be satisfied with respect to any Equity Interest in such Foreign Subsidiary owned by or on behalf of any Issuer or Guarantor, subject to paragraph (g) below. (f) The Issuers and Guarantors shall (i) furnish to the Collateral Agent prompt written notice of any change (A) in any Issuer’s or Guarantor’s corporate or organization name, (B) in any Issuer’s or Guarantor’s identity or organizational structure or (C) in any Issuer’s or Guarantor’s organizational identification number; provided, that the Company shall not effect or permit any such change unless all filings have been made, or will have been made within any statutory period, under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral for the benefit of the Secured Parties and (ii) promptly notify the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (g) The Collateral Requirement and the other provisions of this Section 4.16 need not be satisfied with respect to (i) any Real Property held by the Company or any of its Subsidiaries as a lessee under a lease or that has an individual fair market value in an amount less than $3.0 million, (ii) Excluded Property, (iii) any Equity Interests acquired after the Issue Date (other than, in the case of any person which is a Subsidiary, Equity Interests in such person acquired issued or acquired after such person became a Subsidiary) in accordance with this Indenture if, and to the extent that, and for so long as (A) doing so would violate applicable law or a contractual obligation binding on such Equity Interests and (B) with respect to contractual obligations, such obligation existed at the time of the acquisition thereof and was not created or made binding on such Equity Interests in contemplation of or in connection with the acquisition of such Subsidiary, or (iv) any assets acquired after the Issue Date, to the extent that, and for so long as, taking such actions would violate an enforceable contractual obligation binding on such assets that existed at the time of the acquisition thereof and was not created or made binding on such assets in contemplation or in connection with the acquisition of such assets (except in the case of assets acquired with Indebtedness permitted pursuant to Section 4.03(b)(iv) that is secured by a Permitted Lien); provided, that the Company shall, and shall cause any applicable Subsidiary to, use commercially reasonable efforts to have waived or eliminated any contractual obligation of the types described in clauses (iii) and (iv) above. (h) Upon request of the Collateral Agent at any time after an Event of Default has occurred and is continuing, the Company will, and will cause its Restricted Subsidiaries to, (i) permit the Collateral Agent or any advisor, auditor, consultant, attorney or representative acting for the Collateral Agent, upon reasonable notice to the Company and during normal business hours, to visit and inspect any of the property of the Company and its Restricted Subsidiaries, to review, make extracts from and copy the books and records of the Company and its Restricted Subsidiaries relating to any such property, and to discuss any matter pertaining to any such property with the officers and employees of the Company and its Restricted Subsidiaries, and (ii) deliver to the Collateral Agent such reports, including valuations, relating to any such property or any Lien thereon as the Collateral Agent may reasonably request. (i) The Issuers will bear and pay all reasonable legal expenses, collateral audit and valuation costs, filing fees, insurance premiums and other reasonable costs associated with the performance of the obligations of the Issuers and the Restricted Subsidiaries of the Company set forth in this Section 4.16 and also will pay, or promptly reimburse the Trustee and Collateral Agent for, all costs and expenses incurred by the Trustee or Collateral Agent in connection therewith, including all reasonable fees and charges of any advisors, auditors, consultants, attorneys or representatives acting for the Trustee or for the Collateral Agent.

Further Assurances; Collateral Inspections and Reports; Costs and Indemnification. (a) The Issuers and each Guarantor shall execute If the Company or any and all further documentsof the Guarantors at any time grants, financing statementsassumes or becomes subject to any Lien upon any of its property then owned or thereafter acquired as security for any First Priority Lien Obligation, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, modifications to or amendments and restatements of Mortgages and other documents and recordings of Liens in stock registries), that may be required under any applicable lawCompany will, or that the Collateral Agent or the Trustee may reasonably requestwill cause such Guarantor to, to satisfy the Collateral Requirement and to cause the Collateral Requirement to be and remain satisfied, all at the expense of the Issuers and Guarantors and provide concurrently: (1) xxxxx x Xxxx on such property to the Collateral Agent for the benefit of the holders of Note Obligations and the TrusteeParity Lien Obligations (and, from time to time upon reasonable request, evidence reasonably satisfactory to the Collateral Agent extent such grant would require the execution and delivery of a Security Document, the Trustee Company or such Guarantor shall execute and deliver a Security Document on substantially the same terms as the agreement or instrument executed and delivered to secure the perfection and priority First Priority Lien Obligations, with such changes as may be necessary or advisable to reflect the subordination of the Liens created or intended securing the Note Obligations and Parity Lien Obligations, including the changes made to the Security Agreements executed and delivered on the date of Issuance (as compared to the comparable Security Agreements securing First Priority Lien Obligations); and (2) cause the Lien granted in such Security Document to be created duly perfected in any manner permitted by law to the Security Documentssame extent as the Liens granted for the benefit of the First Priority Lien Obligations are perfected (but junior to such Lien pursuant to the Intercreditor Agreement). If the Company or such Guarantor delivers an Opinion of Counsel to the holders of First Priority Lien Obligation in respect of the validity, perfection or priority of any Xxxx xxxxx referred to in this clause (a), the Company or such Guarantor shall also deliver an Opinion of Counsel with respect to such matters to the Trustee and Collateral Agent. (b) If any asset (including any owned Real Property (other than owned Real Property covered by paragraph (c) below) or improvements thereto or any interest therein) is acquired by any Issuer or Guarantor after the Issue Date or owned by an entity at the time it becomes a Guarantor (in each case other than (x) assets constituting Collateral under a Security Document that become subject Notwithstanding anything to the Lien of such Security Document upon acquisition thereof and (y) assets that are Excluded Property not required to become subject to Liens contrary set forth in favor of the Collateral Agent pursuant to paragraph (g) below or the Security Documents) or assets or other property held by the Issuers or a Guarantor are no longer Excluded Property, the Issuers and Guarantors will (i) notify the Collateral Agent thereof and (ii) cause such asset to be subjected to a Lien securing the Note Obligations and take such actions as shall be necessary or reasonably requested by the Collateral Agent to grant and perfect such Liens, including actions described in paragraph clause (a) of or elsewhere in this Section, all at the expense of the Issuers and Guarantors, subject to paragraph (g) below.Indenture or any Security Document: (c1) The Issuers and Guarantors shall grant to the Collateral Agent security interests and any mortgages in such owned Real Property of such Issuer or any such Guarantors as are not covered by the original Mortgages, to the extent acquired after the Issue Date pursuant to documentation substantially in the form of the Mortgages delivered to the Collateral Agent within 90 days of the Issue Date or in such other form as is reasonably satisfactory to the Collateral Agent (each, an “Additional Mortgage”) and constituting valid and enforceable Liens subject to no other Liens except Permitted Liens, at the time of perfection thereof, and the Issuers and Guarantors shall record or file the Additional Mortgage or instruments related thereto in such manner and in such places as is required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to clause (a) on the Additional Mortgages and shall pay in full all Taxes, fees and other charges payable in connection therewith, in each case subject to paragraph (g) below. Unless otherwise waived by the Collateral Agent, Date of Issuance with respect to each real property may be provided within 60 days following the Date of Issuance; and (2) in the event that Rule 3-16 or Rule 3-10 of Regulation S-X under the Securities Act requires (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the Commission (or any other governmental agency) of separate financial statements of any affiliate of the Company due to the fact that such Additional Mortgageaffiliate's capital stock or other securities secure the Notes or any Guarantee, then the capital stock or other securities of such affiliate need not be pledged pursuant to clause (a) and shall automatically be deemed released and to not be and to not have been part of the Collateral securing the Notes and the Note Guarantees but only to the extent necessary to not be subject to such requirement. In such event, the Security Documents may be amended or modified, without the consent of any Holder of Notes, to the extent necessary to evidence the release of Liens securing Note Obligations on the shares of capital stock or other securities that are so deemed to no longer constitute part of the Collateral. (c) If, after the Collateral is released in full as contemplated by Section 5.1 of the Intercreditor Agreement and, thereafter, the Company shall deliver to the Collateral Agent contemporaneously therewith subsequently incurs Obligations under a title insurance policy, and, a survey as described in clause (8) of the definition “Collateral Requirement”. (d) If any additional direct new Credit Facility or indirect Subsidiary other First Priority Lien Obligations that are secured by liens on assets of the Company is formed or acquired after any Guarantor of the Issue Date type constituting Collateral and do not constitute Permitted Liens (with any Subsidiary Redesignation resulting in an Unrestricted Subsidiary becoming excluding for this purpose Permitted Liens under clause (7) thereof), then the Company and its Restricted Subsidiaries shall be required to secure the Notes and the Note Guarantees at such time by a Restricted Subsidiary being deemed Second Priority Lien on the collateral securing such Obligations or First Priority Lien Obligations to constitute the acquisition of a Subsidiarysame extent provided by clauses (a) and if such Subsidiary is a Domestic Subsidiary that is not an Unrestricted Subsidiary (other than an Unrestricted Subsidiary that is b) above on the subject terms and conditions of such Subsidiary Redesignationthe security documents relating to the new Credit Facility (the "Future First Lien Credit Facility") or such other First Priority Lien Obligations, with the Liens on the Collateral granted in favor either of the administrative agent under such new Credit Facility or a CFC Holding Company, within five Business Days after the date such Subsidiary is formed or acquired, collateral agent designated by the Company shall notify to hold the Collateral Agent and, within 20 Business Days after the date such Subsidiary is formed or acquired or such longer period as the Collateral Agent shall agree, the Company shall cause the Collateral Requirement to be satisfied with respect to such Subsidiary and with respect to any Equity Interest in or Indebtedness of such Subsidiary owned by or on behalf of any Issuer or Guarantor, subject to paragraph (g) below. (e) If any additional Foreign Subsidiary of the Company is formed or acquired after the Issue Date (with any Subsidiary Redesignation resulting in an Unrestricted Subsidiary becoming a Restricted Subsidiary being deemed to constitute the acquisition of a Subsidiary) and if such Subsidiary is a “first tier” Foreign Subsidiary, within five Business Days after the date such Foreign Subsidiary is formed or acquired, the Company shall notify the Collateral Agent and, within 20 Business Days after the date such Foreign Subsidiary is formed or acquired or such longer period as the Collateral Agent shall agree, the Company shall cause the Collateral Requirement to be satisfied with respect to any Equity Interest in such Foreign Subsidiary owned by or on behalf of any Issuer or Guarantor, subject to paragraph (g) below. (f) The Issuers and Guarantors shall (i) furnish to the Collateral Agent prompt written notice of any change (A) in any Issuer’s or Guarantor’s corporate or organization name, (B) in any Issuer’s or Guarantor’s identity or organizational structure or (C) in any Issuer’s or Guarantor’s organizational identification number; provided, that the Company shall not effect or permit any such change unless all filings have been made, or will have been made within any statutory period, under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral Liens for the benefit of the Secured Parties holders of Note Obligations and (ii) promptly notify other Parity Lien Obligations and subject to an intercreditor agreement that provides the Collateral Agent if any material portion of administrative agent under such Credit Facility substantially the Collateral is damaged or destroyedsame rights and powers as afforded under the Security Agreements and the Intercreditor Agreement entered into in connection herewith. (g) The Collateral Requirement and the other provisions of this Section 4.16 need not be satisfied with respect to (i) any Real Property held by the Company or any of its Subsidiaries as a lessee under a lease or that has an individual fair market value in an amount less than $3.0 million, (ii) Excluded Property, (iii) any Equity Interests acquired after the Issue Date (other than, in the case of any person which is a Subsidiary, Equity Interests in such person acquired issued or acquired after such person became a Subsidiary) in accordance with this Indenture if, and to the extent that, and for so long as (A) doing so would violate applicable law or a contractual obligation binding on such Equity Interests and (B) with respect to contractual obligations, such obligation existed at the time of the acquisition thereof and was not created or made binding on such Equity Interests in contemplation of or in connection with the acquisition of such Subsidiary, or (iv) any assets acquired after the Issue Date, to the extent that, and for so long as, taking such actions would violate an enforceable contractual obligation binding on such assets that existed at the time of the acquisition thereof and was not created or made binding on such assets in contemplation or in connection with the acquisition of such assets (except in the case of assets acquired with Indebtedness permitted pursuant to Section 4.03(b)(iv) that is secured by a Permitted Lien); provided, that the Company shall, and shall cause any applicable Subsidiary to, use commercially reasonable efforts to have waived or eliminated any contractual obligation of the types described in clauses (iii) and (iv) above. (hd) Upon request of the Collateral Agent at any time after an Event of Default has occurred and is continuing, the Company will, and will cause its Restricted Subsidiaries to, (i) permit the Collateral Agent or any advisor, auditor, consultant, attorney or representative acting for the Collateral Agent, upon reasonable notice to the Company and during normal business hours, to visit and inspect any of the property of the Company and its Restricted Subsidiaries, to review, make extracts from and copy the books and records of the Company and its Restricted Subsidiaries relating to any such property, and to discuss any matter pertaining to any such property with the officers and employees of the Company and its Restricted Subsidiaries, and (ii) deliver to the Collateral Agent such reports, including valuations, relating to any such property or any Lien thereon as the Collateral Agent may reasonably request. (ie) The Issuers Company will bear and pay all reasonable legal expenses, collateral audit and valuation costs, filing fees, insurance premiums and other reasonable costs associated with the performance of the obligations of the Issuers Company and the its Restricted Subsidiaries of the Company set forth in this Section 4.16 4.18 and also will pay, or promptly reimburse the Trustee and Collateral Agent for, all costs and expenses incurred by the Trustee or Collateral Agent in connection therewith, including all reasonable fees and charges of any advisors, auditors, consultants, attorneys or representatives acting for the Trustee or for the Collateral Agent.

Further Assurances; Collateral Inspections and Reports; Costs and Indemnification. (a) The Issuers and each Guarantor shall execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, modifications to or amendments and restatements of Mortgages and other documents and recordings of Liens in stock registries), that may be required under any applicable law, or that the Collateral Agent or the Trustee may reasonably request, to satisfy the Collateral Requirement and to cause the Collateral Requirement to be and remain satisfied, all at the expense of the Issuers and Guarantors and provide to the Collateral Agent and the Trustee, from time to time upon reasonable request, evidence reasonably satisfactory to the Collateral Agent and the Trustee as to the perfection and priority of the Liens created or intended to be created by the Security Documents. (b) If any asset (including any owned Real Property (other than owned Real Property covered by paragraph (c) below) or improvements thereto or any interest therein) that has an individual fair market value in an amount greater than $3.0 million is acquired by any Issuer or Guarantor after the Issue Date or owned by an entity at the time it becomes a Guarantor (in each case other than (x) assets constituting Collateral under a Security Document that become subject to the Lien of such Security Document upon acquisition thereof and (y) assets that are Excluded Property not required to become subject to Liens in favor of the Collateral Agent pursuant to paragraph (g) below or the Security Documents) or assets or other property held by the Issuers or a Guarantor are no longer Excluded Property, the Issuers and Guarantors will (i) notify the Collateral Agent thereof and (ii) cause such asset to be subjected to a Lien securing the Note Securities Obligations and take such actions as shall be necessary or reasonably requested by the Collateral Agent to grant and perfect such Liens, including actions described in paragraph (a) of this Section, all at the expense of the Issuers and Guarantors, subject to paragraph (g) below. (c) The Issuers and Guarantors shall grant to the Collateral Agent security interests and mortgages in such owned Real Property of such Issuer or any such Guarantors as are not covered by the original Mortgages, to the extent acquired after the Issue Date and having a value at the time of acquisition in excess of $3.0 million pursuant to documentation substantially in the form of the Mortgages delivered to the Collateral Agent within 90 days of on the Issue Date or in such other form as is reasonably satisfactory to the Collateral Agent (each, an “Additional Mortgage”) and constituting valid and enforceable Liens subject to no other Liens except Permitted Liens, at the time of perfection thereof, and the Issuers and Guarantors shall record or file the Additional Mortgage or instruments related thereto in such manner and in such places as is required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Mortgages and shall pay in full all Taxes, fees and other charges payable in connection therewith, in each case subject to paragraph (g) below. Unless otherwise waived by the Collateral Agent, with respect to each such Additional Mortgage, the Company shall deliver to the Collateral Agent contemporaneously therewith a title insurance policy, and, a survey as described in clause (8) 9) of the definition “Collateral Requirement”. (d) If any additional direct or indirect Subsidiary of the Company is formed or acquired after the Issue Date (with any Subsidiary Redesignation resulting in an Unrestricted Subsidiary becoming a Restricted Subsidiary being deemed to constitute the acquisition of a Subsidiary) and if such Subsidiary is a Domestic Subsidiary that is not an Unrestricted Subsidiary (other than an Unrestricted Subsidiary that is the subject of such Subsidiary Redesignation) or a CFC Holding Company), within five Business Days after the date such Subsidiary is formed or acquired, the Company shall notify the Collateral Agent and, within 20 Business Days after the date such Subsidiary is formed or acquired or such longer period as the Collateral Agent shall agree, the Company shall cause the Collateral Requirement to be satisfied with respect to such Subsidiary and with respect to any Equity Interest in or Indebtedness of such Subsidiary owned by or on behalf of any Issuer or Guarantor, subject to paragraph (g) below. (e) If any additional Foreign Subsidiary of the Company is formed or acquired after the Issue Date (with any Subsidiary Redesignation resulting in an Unrestricted Subsidiary becoming a Restricted Subsidiary being deemed to constitute the acquisition of a Subsidiary) and if such Subsidiary is a “first tier” Foreign Subsidiary, within five Business Days after the date such Foreign Subsidiary is formed or acquired, the Company shall notify the Collateral Agent and, within 20 Business Days after the date such Foreign Subsidiary is formed or acquired or such longer period as the Collateral Agent shall agree, the Company shall cause the Collateral Requirement to be satisfied with respect to any Equity Interest in such Foreign Subsidiary owned by or on behalf of any Issuer or Guarantor, subject to paragraph (g) below. (f) The Issuers and Guarantors shall (i) furnish to the Collateral Agent prompt written notice of any change (A) in any Issuer’s or Guarantor’s corporate or organization name, (B) in any Issuer’s or Guarantor’s identity or organizational structure or (C) in any Issuer’s or Guarantor’s organizational identification number; provided, that the Company shall not effect or permit any such change unless all filings have been made, or will have been made within any statutory period, under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral for the benefit of the Secured Parties and (ii) promptly notify the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (g) The Collateral Requirement and the other provisions of this Section 4.16 need not be satisfied with respect to (i) any Real Property held by the Company or any of its Subsidiaries as a lessee under a lease or that has an individual fair market value in an amount less than $3.0 million, (ii) Excluded Propertyany vehicle, (iii) cash, deposit accounts and securities accounts, (iv) any Equity Interests acquired after the Issue Date (other than, in the case of any person which is a Subsidiary, Equity Interests in such person acquired issued or acquired after such person became a Subsidiary) in accordance with this Indenture if, and to the extent that, and for so long as (A) doing so would violate applicable law or a contractual obligation binding on such Equity Interests and (B) with respect to contractual obligations, such obligation existed at the time of the acquisition thereof and was not created or made binding on such Equity Interests in contemplation of or in connection with the acquisition of such Subsidiary, or (ivv) any assets acquired after the Issue Date, to the extent that, and for so long as, taking such actions would violate an enforceable contractual obligation binding on such assets that existed at the time of the acquisition thereof and was not created or made binding on such assets in contemplation or in connection with the acquisition of such assets (except in the case of assets acquired with Indebtedness permitted pursuant to Section 4.03(b)(iv) that is secured by a Permitted Lien); provided, that the Company shall, and shall cause any applicable Subsidiary to, use commercially reasonable efforts to have waived or eliminated any contractual obligation of the types described in clauses (iiiiv) and (ivv) above. (h) Upon request of the Collateral Agent at any time after an Event of Default has occurred and is continuing, the Company will, and will cause its Restricted Subsidiaries to, (i) permit the Collateral Agent or any advisor, auditor, consultant, attorney or representative acting for the Collateral Agent, upon reasonable notice to the Company and during normal business hours, to visit and inspect any of the property of the Company and its Restricted Subsidiaries, to review, make extracts from and copy the books and records of the Company and its Restricted Subsidiaries relating to any such property, and to discuss any matter pertaining to any such property with the officers and employees of the Company and its Restricted Subsidiaries, and (ii) deliver to the Collateral Agent such reports, including valuations, relating to any such property or any Lien thereon as the Collateral Agent may reasonably request. (i) The Issuers will bear and pay all reasonable legal expenses, collateral audit and valuation costs, filing fees, insurance premiums and other reasonable costs associated with the performance of the obligations of the Issuers and the Restricted Subsidiaries of the Company set forth in this Section 4.16 and also will pay, or promptly reimburse the Trustee and Collateral Agent for, all costs and expenses incurred by the Trustee or Collateral Agent in connection therewith, including all reasonable fees and charges of any advisors, auditors, consultants, attorneys or representatives acting for the Trustee or for the Collateral Agent.

Further Assurances; Collateral Inspections and Reports; Costs and Indemnification. (a) The Issuers and each Guarantor shall execute If any and all further documentsIssuer or any of the Guarantors at any time acquires First Priority After-Acquired Property, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, modifications to or amendments and restatements of Mortgages and other documents and recordings of Liens in stock registries), that may be required under any applicable lawCompany will, or that the Collateral Agent will cause Finance Co. or the Trustee may reasonably requestsuch Guarantor to, concurrently: (1) xxxxx x Xxxx (subject to satisfy the Collateral Requirement and to cause the Collateral Requirement to be and remain satisfiedPermitted Liens, all at the expense of the Issuers and Guarantors and provide including First-Priority Liens) on such property to the Collateral Agent for the benefit of the Holders of the Note Obligations and the Trustee, from time to time upon reasonable request, evidence reasonably satisfactory Other Pari Passu Obligations which Lien shall rank junior to the Collateral Agent First-Priority Liens and the Trustee as senior to the perfection Second-Priority Liens on terms no less favorable to the Holders of the Securities than as provided for in the Security Documents, the Secured Notes Intercreditor Agreement or the Junior Lien Intercreditor Agreement, as applicable (and, to the extent such grant would require the execution and delivery of a Security Document, the Company or such Guarantor shall execute and deliver a Security Document on substantially the same terms as the agreement or instrument executed and delivered to secure the First-Priority Lien Obligations and/or the ABL Obligations, with such changes as may be necessary or advisable to reflect the relative priority of the Liens created or intended securing the Note Obligations and Other Pari Passu Obligations and in a manner consistent with the changes in the Security Documents executed on the Issue Date compared to the similar agreements securing the First-Priority Lien Obligations and the ABL Obligations); and (2) cause the Lien granted in such Security Document to be created duly perfected in any manner permitted by law to the Security Documentssame extent as the First-Priority Liens are perfected (but junior to such First-Priority Liens pursuant to the Secured Notes Intercreditor Agreement). If granting a security interest in such property requires the consent of a third party, the Company will use commercially reasonable efforts to obtain such consent with respect to the Liens securing the Note Obligations for the benefit of the Collateral Agent on behalf of the Holders. If such third party does not consent to the granting of such Liens after the use of such commercially reasonable efforts, the applicable entity will not be required to provide such security interest. If the Company or such Guarantor delivers an Opinion of Counsel to the holders of First-Priority Lien Obligations and ABL Obligations in respect of the validity or perfection of any Xxxx xxxxx referred to in this clause (a), the Company or such Guarantor shall also deliver an Opinion of Counsel with respect to such matters to the Trustee and Collateral Agent. (b) If any asset (including any owned Real Property (other than owned Real Property covered by paragraph (c) below) or improvements thereto or any interest therein) is acquired by any Issuer or Guarantor after the Issue Date or owned by an entity at the time it becomes a Guarantor (in each case other than (x) assets constituting Collateral under a Security Document that become subject Notwithstanding anything to the Lien of such Security Document upon acquisition thereof and (y) assets that are Excluded Property not required to become subject to Liens contrary set forth in favor of the Collateral Agent pursuant to paragraph (g) below or the Security Documents) or assets or other property held by the Issuers or a Guarantor are no longer Excluded Property, the Issuers and Guarantors will (i) notify the Collateral Agent thereof and (ii) cause such asset to be subjected to a Lien securing the Note Obligations and take such actions as shall be necessary or reasonably requested by the Collateral Agent to grant and perfect such Liens, including actions described in paragraph clause (a) or elsewhere in this Indenture or any Security Document, no Liens on securities of this Section, all at the expense any Affiliate of the Issuers and Guarantors, subject Company shall be granted to paragraph (g) belowsecure the Note Obligations. (c) The Issuers and Guarantors shall grant to the Collateral Agent security interests and mortgages in such owned Real Property of such Issuer or any such Guarantors as are not covered by the original Mortgages, to the extent acquired after the Issue Date pursuant to documentation substantially in the form of the Mortgages delivered to the Collateral Agent within 90 days of the Issue Date or in such other form as is reasonably satisfactory to the Collateral Agent (each, an “Additional Mortgage”) and constituting valid and enforceable Liens subject to no other Liens except Permitted Liens, at the time of perfection thereof, and the Issuers and Guarantors shall record or file the Additional Mortgage or instruments related thereto in such manner and in such places as is required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Mortgages and shall pay in full all Taxes, fees and other charges payable in connection therewith, in each case subject to paragraph (g) below. Unless otherwise waived by the Collateral Agent, with respect to each such Additional Mortgage, the Company shall deliver to the Collateral Agent contemporaneously therewith a title insurance policy, and, a survey as described in clause (8) of the definition “Collateral Requirement”. (d) If any additional direct or indirect Subsidiary of the Company is formed or acquired after the Issue Date (with any Subsidiary Redesignation resulting in an Unrestricted Subsidiary becoming a Restricted Subsidiary being deemed to constitute the acquisition of a Subsidiary) and if such Subsidiary is a Domestic Subsidiary that is not an Unrestricted Subsidiary (other than an Unrestricted Subsidiary that is the subject of such Subsidiary Redesignation) or a CFC Holding Company, within five Business Days after the date such Subsidiary is formed or acquired, the Company shall notify the Collateral Agent and, within 20 Business Days after the date such Subsidiary is formed or acquired or such longer period as the Collateral Agent shall agree, the Company shall cause the Collateral Requirement to be satisfied with respect to such Subsidiary and with respect to any Equity Interest in or Indebtedness of such Subsidiary owned by or on behalf of any Issuer or Guarantor, subject to paragraph (g) below. (e) If any additional Foreign Subsidiary of the Company is formed or acquired after the Issue Date (with any Subsidiary Redesignation resulting in an Unrestricted Subsidiary becoming a Restricted Subsidiary being deemed to constitute the acquisition of a Subsidiary) and if such Subsidiary is a “first tier” Foreign Subsidiary, within five Business Days after the date such Foreign Subsidiary is formed or acquired, the Company shall notify the Collateral Agent and, within 20 Business Days after the date such Foreign Subsidiary is formed or acquired or such longer period as the Collateral Agent shall agree, the Company shall cause the Collateral Requirement to be satisfied with respect to any Equity Interest in such Foreign Subsidiary owned by or on behalf of any Issuer or Guarantor, subject to paragraph (g) below. (f) The Issuers and Guarantors shall (i) furnish to the Collateral Agent prompt written notice of any change (A) in any Issuer’s or Guarantor’s corporate or organization name, (B) in any Issuer’s or Guarantor’s identity or organizational structure or (C) in any Issuer’s or Guarantor’s organizational identification number; provided, that the Company shall not effect or permit any such change unless all filings have been made, or will have been made within any statutory period, under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral for the benefit of the Secured Parties and (ii) promptly notify the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (g) The Collateral Requirement and the other provisions of this Section 4.16 need not be satisfied with respect to (i) any Real Property held by the Company or any of its Subsidiaries as a lessee under a lease or that has an individual fair market value in an amount less than $3.0 million, (ii) Excluded Property, (iii) any Equity Interests acquired after the Issue Date (other than, in the case of any person which is a Subsidiary, Equity Interests in such person acquired issued or acquired after such person became a Subsidiary) in accordance with this Indenture if, and to the extent that, and for so long as (A) doing so would violate applicable law or a contractual obligation binding on such Equity Interests and (B) with respect to contractual obligations, such obligation existed at the time of the acquisition thereof and was not created or made binding on such Equity Interests in contemplation of or in connection with the acquisition of such Subsidiary, or (iv) any assets acquired after the Issue Date, to the extent that, and for so long as, taking such actions would violate an enforceable contractual obligation binding on such assets that existed at the time of the acquisition thereof and was not created or made binding on such assets in contemplation or in connection with the acquisition of such assets (except in the case of assets acquired with Indebtedness permitted pursuant to Section 4.03(b)(iv) that is secured by a Permitted Lien); provided, that the Company shall, and shall cause any applicable Subsidiary to, use commercially reasonable efforts to have waived or eliminated any contractual obligation of the types described in clauses (iii) and (iv) above. (h) Upon request of the Collateral Agent at any time after an Event of Default has occurred and is continuing, the Company will, and will cause its Restricted Subsidiaries to, (i) permit the Collateral Agent or any advisor, auditor, consultant, attorney or representative acting for the Collateral Agent, upon reasonable notice to the Company and during normal business hours, to visit and inspect any of the property of the Company and its Restricted Subsidiaries, to review, make extracts from and copy the books and records of the Company and its Restricted Subsidiaries relating to any such property, and to discuss any matter pertaining to any such property with the officers and employees of the Company and its Restricted Subsidiaries, and (ii) deliver to the Collateral Agent such reports, including valuations, relating to any such property or any Lien thereon as the Collateral Agent may reasonably request. (id) The Issuers will bear and pay all reasonable legal expenses, collateral audit and valuation costs, filing fees, insurance premiums and other reasonable costs associated with the performance of the obligations of the Issuers and the Restricted Subsidiaries of the Company set forth in this Section 4.16 and also will pay, or promptly reimburse the Trustee and Collateral Agent for, all costs and expenses incurred by the Trustee or Collateral Agent in connection therewith, including all reasonable fees and charges of any advisors, auditors, consultants, attorneys or representatives acting for the Trustee or for the Collateral Agent. (e) On the Issue Date, the Issuers and the Guarantors shall execute the Security Agreement, the Secured Notes Intercreditor Agreement and a joinder to the Junior Lien Intercreditor Agreement in order to provide a perfected lien, junior to the First-Priority Liens and senior to the Second-Priority Liens, on all assets pledged to secure the First-Priority Lien Obligations and the ABL Obligations, other than Excluded Property and except as set forth in this Section 4.16. (f) The Issuers and Guarantors shall use commercially reasonable efforts to complete the following within 90 days following the Issue Date, (i) execute mortgages (and any related Security Documents) in form substantially similar to those granted to the holders of Existing Floating Rate Second-Lien Notes, with appropriate modifications (the “Mortgages”) for each parcel of Real Property held by the Issuers or any of the Guarantors to the extent that such assets are subject to Mortgages that secure the First-Priority Lien Obligations and the ABL Obligations (each, a “Mortgaged Property”), such Mortgages to be in form suitable for recording or filing, (ii) cause each Mortgage to be recorded or filed in such manner and such place as is required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent granted pursuant to the Mortgages and shall pay in full all taxes, fees and other charges payable in connection therewith, (iii) provide Opinions of Counsel, delivered to the Collateral Agent, addressing customary matters (and containing customary exceptions, (iv) deliver confirmatory subordinations executed by the trustee for the Existing Fixed Rate Second-Lien Notes and to the extent not exchanged, the Existing Floating Rate Second-Lien Notes and (v) provide a policy or policies paid for by the Company insuring the Lien of each Mortgage as a valid Lien on the Mortgaged Property described therein, free of any Liens other than Liens permitted hereunder.

Further Assurances; Collateral Inspections and Reports; Costs and Indemnification. (a) The Issuers and each Guarantor shall execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, modifications to or amendments and restatements of Mortgages and other documents and recordings of Liens in stock registries), that may be required under any applicable law, or that the Collateral Agent or the Trustee may reasonably request, to satisfy the Collateral Requirement and to cause the Collateral Requirement to be and remain satisfied, all at the expense of the Issuers and Guarantors and provide to the Collateral Agent and the Trustee, from time to time upon reasonable request, evidence reasonably satisfactory to the Collateral Agent and the Trustee as to the perfection and priority of the Liens created or intended to be created by the Security Documents. (b) If any asset (including any owned Real Property (other than owned Real Property covered by paragraph (c) below) or improvements thereto or any interest therein) is acquired by any Issuer or Guarantor after the Issue Date or owned by an entity at the time it becomes a Guarantor (in each case other than (x) assets constituting Collateral under a Security Document that become subject to the Lien of such Security Document upon acquisition thereof and (y) assets that are Excluded Property not required to become subject to Liens in favor of the Collateral Agent pursuant to paragraph (g) below or the Security Documents) or assets or other property held by the Issuers or a Guarantor are no longer Excluded Property, the Issuers and Guarantors will (i) notify the Collateral Agent thereof and (ii) cause such asset to be subjected to a Lien securing the Note Obligations and take such actions as shall be necessary or reasonably requested by the Collateral Agent to grant and perfect such Liens, including actions described in paragraph (a) of this Section, all at the expense of the Issuers and Guarantors, subject to paragraph (g) below. (c) The Issuers and Guarantors shall grant to the Collateral Agent security interests and mortgages in such owned Real Property of such Issuer or any such Guarantors as are not covered by the original Mortgages, to the extent acquired after the Issue Date pursuant to documentation substantially in the form of the Mortgages delivered to the Collateral Agent within 90 days of the Issue Date or in such other form as is reasonably satisfactory to the Collateral Agent (each, an “Additional Mortgage”) and constituting valid and enforceable Liens subject to no other Liens except Permitted Liens, at the time of perfection thereof, and the Issuers and Guarantors shall record or file the Additional Mortgage or instruments related thereto in such manner and in such places as is required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Mortgages and shall pay in full all Taxes, fees and other charges payable in connection therewith, in each case subject to paragraph (g) below. Unless otherwise waived by the Collateral Agent, with respect to each such Additional Mortgage, the Company shall deliver to the Collateral Agent contemporaneously therewith a title insurance policy, and, a survey as described in clause (8) of the definition “Collateral Requirement”. (d) If any additional direct or indirect Subsidiary of the Company is formed or acquired after the Issue Date (with any Subsidiary Redesignation resulting in an Unrestricted Subsidiary becoming a Restricted Subsidiary being deemed to constitute the acquisition of a Subsidiary) and if such Subsidiary is a Domestic Subsidiary that is not an Unrestricted Subsidiary (other than an Unrestricted Subsidiary that is the subject of such Subsidiary Redesignation) or a CFC Holding Company, within five Business Days after the date such Subsidiary is formed or acquired, the Company shall notify the Collateral Agent and, within 20 Business Days after the date such Subsidiary is formed or acquired or such longer period as the Collateral Agent shall agree, the Company shall cause the Collateral Requirement to be satisfied with respect to such Subsidiary and with respect to any Equity Interest in or Indebtedness of such Subsidiary owned by or on behalf of any Issuer or Guarantor, subject to paragraph (g) below. (e) If any additional Foreign Subsidiary of the Company is formed or acquired after the Issue Date (with any Subsidiary Redesignation resulting in an Unrestricted Subsidiary becoming a Restricted Subsidiary being deemed to constitute the acquisition of a Subsidiary) and if such Subsidiary is a “first tier” Foreign Subsidiary, within five Business Days after the date such Foreign Subsidiary is formed or acquired, the Company shall notify the Collateral Agent and, within 20 Business Days after the date such Foreign Subsidiary is formed or acquired or such longer period as the Collateral Agent shall agree, the Company shall cause the Collateral Requirement to be satisfied with respect to any Equity Interest in such Foreign Subsidiary owned by or on behalf of any Issuer or Guarantor, subject to paragraph (g) below. (f) The Issuers and Guarantors shall (i) furnish to the Collateral Agent prompt written notice of any change (A) in any Issuer’s or Guarantor’s corporate or organization name, (B) in any Issuer’s or Guarantor’s identity or organizational structure or (C) in any Issuer’s or Guarantor’s organizational identification number; provided, that the Company shall not effect or permit any such change unless all filings have been made, or will have been made within any statutory period, under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral for the benefit of the Secured Parties and (ii) promptly notify the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (g) The Collateral Requirement and the other provisions of this Section 4.16 need not be satisfied with respect to (i) any Real Property held by the Company or any of its Subsidiaries as a lessee under a lease or that has an individual fair market value in an amount less than $3.0 million, (ii) Excluded Property, (iii) any Equity Interests acquired after the Issue Date (other than, in the case of any person which is a Subsidiary, Equity Interests in such person acquired issued or acquired after such person became a Subsidiary) in accordance with this Indenture if, and to the extent that, and for so long as (A) doing so would violate applicable law or a contractual obligation binding on such Equity Interests and (B) with respect to contractual obligations, such obligation existed at the time of the acquisition thereof and was not created or made binding on such Equity Interests in contemplation of or in connection with the acquisition of such Subsidiary, or (iv) any assets acquired after the Issue Date, to the extent that, and for so long as, taking such actions would violate an enforceable contractual obligation binding on such assets that existed at the time of the acquisition thereof and was not created or made binding on such assets in contemplation or in connection with the acquisition of such assets (except in the case of assets acquired with Indebtedness permitted pursuant to Section 4.03(b)(iv) that is secured by a Permitted Lien); provided, that the Company shall, and shall cause any applicable Subsidiary to, use commercially reasonable efforts to have waived or eliminated any contractual obligation of the types described in clauses (iii) and (iv) above. (h) Upon request of the Collateral Agent at any time after an Event of Default has occurred and is continuing, the Company will, and will cause its Restricted Subsidiaries to, (i) permit the Collateral Agent or any advisor, auditor, consultant, attorney or representative acting for the Collateral Agent, upon reasonable notice to the Company and during normal business hours, to visit and inspect any of the property of the Company and its Restricted Subsidiaries, to review, make extracts from and copy the books and records of the Company and its Restricted Subsidiaries relating to any such property, and to discuss any matter pertaining to any such property with the officers and employees of the Company and its Restricted Subsidiaries, and (ii) deliver to the Collateral Agent such reports, including valuations, relating to any such property or any Lien thereon as the Collateral Agent may reasonably request. (i) The Issuers will bear and pay all reasonable legal expenses, collateral audit and valuation costs, filing fees, insurance premiums and other reasonable costs associated with the performance of the obligations of the Issuers and the Restricted Subsidiaries of the Company set forth in this Section 4.16 and also will pay, or promptly reimburse the Trustee and Collateral Agent for, all costs and expenses incurred by the Trustee or Collateral Agent in connection therewith, including all reasonable fees and charges of any advisors, auditors, consultants, attorneys or representatives acting for the Trustee or for the Collateral Agent.,

Further Assurances; Collateral Inspections and Reports; Costs and Indemnification. (a) The Issuers and each Guarantor shall execute any and all further documents, financing statements, agreements and instrumentsCompany will, and take will cause each of its Subsidiaries to, do or cause to be done all such further actions (including the filing acts and recording of financing statements, fixture filings, modifications to or amendments and restatements of Mortgages and other documents and recordings of Liens in stock registries), that things which may be required under any applicable lawrequired, or that which the Joint Collateral Agent or the Trustee from time to time may reasonably request, to satisfy assure and confirm that the Joint Collateral Agent holds, for the benefit of the holders of Note Obligations and Parity Lien Obligations, duly created, enforceable and perfected Liens upon the Collateral Requirement as contemplated by this Indenture and to cause the Collateral Requirement to be and remain satisfied, all at the expense of the Issuers and Guarantors and provide to the Collateral Agent and the Trustee, from time to time upon reasonable request, evidence reasonably satisfactory to the Collateral Agent and the Trustee as to the perfection and priority of the Liens created or intended to be created by the Security Documents, so as to render the same available for the security and benefit of this Indenture and of the Notes, Subsidiary Guarantees and all other Note Obligations and Parity Lien Obligations, according to the intent and purposes herein expressed. (b) If Upon request of the Joint Collateral Agent at any asset (including any owned Real Property (other than owned Real Property covered by paragraph (c) below) or improvements thereto or any interest therein) is acquired by any Issuer or Guarantor after time and from time to time, the Issue Date or owned by an entity at the time it becomes a Guarantor (in Company will, and will cause each case other than (x) assets constituting Collateral under a Security Document that become subject to the Lien of its Subsidiaries to, promptly execute, acknowledge and deliver such Security Document upon acquisition thereof Documents, instruments, certificates, notices and (y) assets that are Excluded Property not required to become subject to Liens in favor of the Collateral Agent pursuant to paragraph (g) below or the Security Documents) or assets or other property held by the Issuers or a Guarantor are no longer Excluded Property, the Issuers and Guarantors will (i) notify the Collateral Agent thereof and (ii) cause such asset to be subjected to a Lien securing the Note Obligations documents and take such other actions as shall be necessary or reasonably requested by the Joint Collateral Agent may reasonably request to grant and perfect such Liens, including actions described in paragraph (a) of this Section, all at the expense of the Issuers and Guarantors, subject to paragraph (g) below. (c) The Issuers and Guarantors shall grant to the Collateral Agent security interests and mortgages in such owned Real Property of such Issuer or any such Guarantors as are not covered by the original Mortgages, to the extent acquired after the Issue Date pursuant to documentation substantially in the form of the Mortgages delivered to the Collateral Agent within 90 days of the Issue Date or in such other form as is reasonably satisfactory to the Collateral Agent (each, an “Additional Mortgage”) and constituting valid and enforceable Liens subject to no other Liens except Permitted Liens, at the time of perfection thereof, and the Issuers and Guarantors shall record or file the Additional Mortgage or instruments related thereto in such manner and in such places as is required by law to establishcreate, perfect, preserve and protect protect, assure or enforce the Liens in favor of the Collateral Agent required and benefits intended to be granted pursuant to the Additional Mortgages and shall pay in full all Taxes, fees and other charges payable in connection therewith, in each case subject to paragraph (g) below. Unless otherwise waived conferred as contemplated by the Collateral Agent, with respect to each such Additional Mortgage, the Company shall deliver to the Collateral Agent contemporaneously therewith a title insurance policy, and, a survey as described in clause (8) of the definition “Collateral Requirement”. (d) If any additional direct or indirect Subsidiary of the Company is formed or acquired after the Issue Date (with any Subsidiary Redesignation resulting in an Unrestricted Subsidiary becoming a Restricted Subsidiary being deemed to constitute the acquisition of a Subsidiary) and if such Subsidiary is a Domestic Subsidiary that is not an Unrestricted Subsidiary (other than an Unrestricted Subsidiary that is the subject of such Subsidiary Redesignation) or a CFC Holding Company, within five Business Days after the date such Subsidiary is formed or acquired, the Company shall notify the Collateral Agent and, within 20 Business Days after the date such Subsidiary is formed or acquired or such longer period as the Collateral Agent shall agree, the Company shall cause the Collateral Requirement to be satisfied with respect to such Subsidiary and with respect to any Equity Interest in or Indebtedness of such Subsidiary owned by or on behalf of any Issuer or Guarantor, subject to paragraph (g) below. (e) If any additional Foreign Subsidiary of the Company is formed or acquired after the Issue Date (with any Subsidiary Redesignation resulting in an Unrestricted Subsidiary becoming a Restricted Subsidiary being deemed to constitute the acquisition of a Subsidiary) and if such Subsidiary is a “first tier” Foreign Subsidiary, within five Business Days after the date such Foreign Subsidiary is formed or acquired, the Company shall notify the Collateral Agent and, within 20 Business Days after the date such Foreign Subsidiary is formed or acquired or such longer period as the Collateral Agent shall agree, the Company shall cause the Collateral Requirement to be satisfied with respect to any Equity Interest in such Foreign Subsidiary owned by or on behalf of any Issuer or Guarantor, subject to paragraph (g) below. (f) The Issuers and Guarantors shall (i) furnish to the Collateral Agent prompt written notice of any change (A) in any Issuer’s or Guarantor’s corporate or organization name, (B) in any Issuer’s or Guarantor’s identity or organizational structure or (C) in any Issuer’s or Guarantor’s organizational identification number; provided, that the Company shall not effect or permit any such change unless all filings have been made, or will have been made within any statutory period, under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral this Indenture for the benefit of the Secured Parties holders of Note Obligations and (ii) promptly notify the holders of Parity Lien Obligations. If the Company or such Subsidiary fails to do so, the Collateral Agent if any material portion is hereby irrevocably authorized and empowered, with full power of substitution, to execute, acknowledge and deliver such Security Documents, instruments, certificates, notices and other documents and, subject to Article 12, take such other actions in the name, place and stead of the Company or such Subsidiary, but the Joint Collateral is damaged Agent will have no obligation to do so and no liability for any action taken or destroyedomitted by it in good faith in connection therewith. (g) The Collateral Requirement and the other provisions of this Section 4.16 need not be satisfied with respect to (i) any Real Property held by the Company or any of its Subsidiaries as a lessee under a lease or that has an individual fair market value in an amount less than $3.0 million, (ii) Excluded Property, (iii) any Equity Interests acquired after the Issue Date (other than, in the case of any person which is a Subsidiary, Equity Interests in such person acquired issued or acquired after such person became a Subsidiary) in accordance with this Indenture if, and to the extent that, and for so long as (A) doing so would violate applicable law or a contractual obligation binding on such Equity Interests and (B) with respect to contractual obligations, such obligation existed at the time of the acquisition thereof and was not created or made binding on such Equity Interests in contemplation of or in connection with the acquisition of such Subsidiary, or (iv) any assets acquired after the Issue Date, to the extent that, and for so long as, taking such actions would violate an enforceable contractual obligation binding on such assets that existed at the time of the acquisition thereof and was not created or made binding on such assets in contemplation or in connection with the acquisition of such assets (except in the case of assets acquired with Indebtedness permitted pursuant to Section 4.03(b)(iv) that is secured by a Permitted Lien); provided, that the Company shall, and shall cause any applicable Subsidiary to, use commercially reasonable efforts to have waived or eliminated any contractual obligation of the types described in clauses (iii) and (iv) above. (hc) Upon request of the Collateral Agent at any time after an Event of Default has occurred and is continuingfrom time to time, the Company will, and will cause its Restricted Subsidiaries to, (i) permit the Joint Collateral Agent or any advisor, auditor, consultant, attorney or representative acting for the Joint Collateral Agent, upon reasonable notice to the Company and during normal business hourshours unless an Event of Default is continuing, to visit and inspect any of the property of the Company and its Restricted Subsidiaries, to review, make extracts from and copy the books and records of the Company and its Restricted Subsidiaries relating to any such property, and to discuss any matter pertaining to any such property with the officers and employees of the Company and its Restricted Subsidiaries, and (ii) deliver to the Joint Collateral Agent such reports, including valuations, relating to any such property or any Lien thereon as the Collateral Agent may reasonably request. (id) The Issuers Company will bear and pay all reasonable legal expenses, collateral audit and valuation costs, filing fees, insurance premiums and other reasonable costs associated with the performance of the obligations of the Issuers Company and the Restricted its Subsidiaries of the Company set forth in this Section 4.16 4.20 and also will pay, or promptly reimburse the Trustee and Joint Collateral Agent for, all costs and expenses incurred by the Trustee or Collateral Agent in connection therewith, including all reasonable fees and charges of any advisors, auditors, consultants, attorneys or representatives acting for the Trustee or for the Joint Collateral Agent. (e) The Company will pay, reimburse the Trustee, the Joint Collateral Agent and the Holders of Notes for, and, to the fullest extent lawful, defend and indemnify each of them against, all claims, liabilities, taxes, costs and expenses of every type and nature (including, without limitation, the reasonable fees and charges of attorneys, advisors, auditors and consultants acting for any of them) incurred by any of them as a result of or in connection with the creation, perfection, protection or enforcement of the Note Liens or the exercise or enforcement of any right or remedy under the Security Documents or to prove, preserve, protect or enforce any Note Lien or any claim based upon the Note Liens in any legal proceeding, including any Insolvency or Liquidation Proceeding. The Company need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee, as Holder of Notes, or the Joint Collateral Agent through the Trustee's, such Holder of Notes, or the Joint Collateral Agent's, as applicable, own willful misconduct, gross negligence or bad faith. (f) The Company will pay, reimburse the Trustee, the Joint Collateral Agent and the Holders of Notes for, and, to the fullest extent lawful, defend and indemnify each of them against, all claims, liabilities, taxes, costs and expenses of every type and nature (including, without limitation, the reasonable fees and charges of attorneys, advisors, auditors and consultants acting for any of them) incurred by any of them as a result of or in connection with: (A) the presence, Release, or threatened Release of or exposure to any Hazardous Material at, from, in, to, on, or under any Property currently or formerly owned, leased or otherwise used or occupied by the Company; (B) the transportation, treatment, storage, handling, recycling or disposal or arrangement for transportation, treatment, storage, handling, recycling or disposal of any Hazardous Material at or to any location by or on behalf of the Company; or (C) any violation of Environmental Law by the Company. (g) The Company will comply with the provisions of TIA Section 314(b). To the extent applicable, the Company will cause TIA Section 313(b), relating to reports, and TIA Section 314(d), relating to the release of property or securities or relating to the substitution therefore of any property or securities to be subjected to the Lien of the Security Documents, to be complied with. Any certificate or opinion required by TIA Section 314(d) may be made by an officer of the Company except in cases where TIA Section 314(d) requires that such certificate or opinion be made by an independent Person, which Person will be an independent engineer, appraiser or other expert selected or reasonably satisfactory to the Trustee. To the extent applicable, the Company will furnish to the Trustee, prior to each proposed release of Collateral pursuant to the Security Documents: (1) all documents required by TIA Section 314(d); and (2) an opinion of counsel to the effect that such accompanying documents constitute all documents required by TIA Section 314(d). If any Collateral is released in accordance with this Indenture or any Security Document at a time when the Trustee is not itself also the Joint Collateral Agent and if the Company has delivered the certificates and documents required by the Security Documents and this Section 4.20, the Trustee will determine whether it has received all documentation required by TIA Section 314(d) in connection with such release and, based on such determination and the opinion of counsel delivered pursuant to this Indenture, will deliver a certificate to the Joint Collateral Agent setting forth such determination.

Further Assurances; Collateral Inspections and Reports; Costs and Indemnification. (a) The Issuers and each Guarantor shall execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including Upon the filing and recording reasonable request of financing statements, fixture filings, modifications to or amendments and restatements of Mortgages and other documents and recordings of Liens in stock registries), that may be required under any applicable law, or that the Collateral Agent or the Trustee may reasonably request, to satisfy the Collateral Requirement at any time and to cause the Collateral Requirement to be and remain satisfied, all at the expense of the Issuers and Guarantors and provide to the Collateral Agent and the Trustee, from time to time upon reasonable requesttime, evidence reasonably satisfactory to the Collateral Agent and the Trustee as to the perfection and priority of the Liens created or intended to be created by the Security Documents. (b) If any asset (including any owned Real Property (other than owned Real Property covered by paragraph (c) below) or improvements thereto or any interest therein) is acquired by any Issuer or Guarantor after the Issue Date or owned by an entity at the time it becomes a Guarantor (in each case other than (x) assets constituting Collateral under a Security Document that become subject to the Lien of such Security Document upon acquisition thereof and (y) assets that are Excluded Property not required to become subject to Liens in favor of the Collateral Agent pursuant to paragraph (g) below or the Security Documents) or assets or other property held by the Issuers or a Guarantor are no longer Excluded Property, the Issuers and Guarantors will (i) notify the Collateral Agent thereof and (ii) cause such asset to be subjected to a Lien securing the Note Obligations and take such actions as shall be necessary or reasonably requested by the Collateral Agent to grant and perfect such Liens, including actions described in paragraph (a) of this Section, all at the expense of the Issuers and Guarantors, subject to paragraph (g) below. (c) The Issuers and Guarantors shall grant to the Collateral Agent security interests and mortgages in such owned Real Property of such Issuer or any such Guarantors as are not covered by the original Mortgages, to the extent acquired after the Issue Date pursuant to documentation substantially in the form of the Mortgages delivered to the Collateral Agent within 90 days of the Issue Date or in such other form as is reasonably satisfactory to the Collateral Agent (each, an “Additional Mortgage”) and constituting valid and enforceable Liens subject to no other Liens except Permitted Liens, at the time of perfection thereof, and the Issuers and Guarantors shall record or file the Additional Mortgage or instruments related thereto in such manner and in such places as is required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Mortgages and shall pay in full all Taxes, fees and other charges payable in connection therewith, in each case subject to paragraph (g) below. Unless otherwise waived by the Collateral Agent, with respect to each such Additional Mortgage, the Company shall deliver to the Collateral Agent contemporaneously therewith a title insurance policy, and, a survey as described in clause (8) of the definition “Collateral Requirement”. (d) If any additional direct or indirect Subsidiary of the Company is formed or acquired after the Issue Date (with any Subsidiary Redesignation resulting in an Unrestricted Subsidiary becoming a Restricted Subsidiary being deemed to constitute the acquisition of a Subsidiary) and if such Subsidiary is a Domestic Subsidiary that is not an Unrestricted Subsidiary (other than an Unrestricted Subsidiary that is the subject of such Subsidiary Redesignation) or a CFC Holding Company, within five Business Days after the date such Subsidiary is formed or acquired, the Company shall notify the Collateral Agent and, within 20 Business Days after the date such Subsidiary is formed or acquired or such longer period as the Collateral Agent shall agree, the Company shall cause the Collateral Requirement to be satisfied with respect to such Subsidiary and with respect to any Equity Interest in or Indebtedness of such Subsidiary owned by or on behalf of any Issuer or Guarantor, subject to paragraph (g) below. (e) If any additional Foreign Subsidiary of the Company is formed or acquired after the Issue Date (with any Subsidiary Redesignation resulting in an Unrestricted Subsidiary becoming a Restricted Subsidiary being deemed to constitute the acquisition of a Subsidiary) and if such Subsidiary is a “first tier” Foreign Subsidiary, within five Business Days after the date such Foreign Subsidiary is formed or acquired, the Company shall notify the Collateral Agent and, within 20 Business Days after the date such Foreign Subsidiary is formed or acquired or such longer period as the Collateral Agent shall agree, the Company shall cause the Collateral Requirement to be satisfied with respect to any Equity Interest in such Foreign Subsidiary owned by or on behalf of any Issuer or Guarantor, subject to paragraph (g) below. (f) The Issuers and Guarantors shall (i) furnish to the Collateral Agent prompt written notice of any change (A) in any Issuer’s or Guarantor’s corporate or organization name, (B) in any Issuer’s or Guarantor’s identity or organizational structure or (C) in any Issuer’s or Guarantor’s organizational identification number; provided, that the Company shall not effect or permit any such change unless all filings have been made, or will have been made within any statutory period, under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral for the benefit of the Secured Parties and (ii) promptly notify the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (g) The Collateral Requirement and the other provisions of this Section 4.16 need not be satisfied with respect to (i) any Real Property held by the Company or any of its Subsidiaries as a lessee under a lease or that has an individual fair market value in an amount less than $3.0 million, (ii) Excluded Property, (iii) any Equity Interests acquired after the Issue Date (other than, in the case of any person which is a Subsidiary, Equity Interests in such person acquired issued or acquired after such person became a Subsidiary) in accordance with this Indenture if, and to the extent that, and for so long as (A) doing so would violate applicable law or a contractual obligation binding on such Equity Interests and (B) with respect to contractual obligations, such obligation existed at the time of the acquisition thereof and was not created or made binding on such Equity Interests in contemplation of or in connection with the acquisition of such Subsidiary, or (iv) any assets acquired after the Issue Date, to the extent that, and for so long as, taking such actions would violate an enforceable contractual obligation binding on such assets that existed at the time of the acquisition thereof and was not created or made binding on such assets in contemplation or in connection with the acquisition of such assets (except in the case of assets acquired with Indebtedness permitted pursuant to Section 4.03(b)(iv) that is secured by a Permitted Lien); provided, that the Company shall, and shall cause any applicable Subsidiary each of its Restricted Subsidiaries to, use commercially reasonable efforts promptly execute, acknowledge and deliver such Security Documents, instruments, certificates, notices and other documents and take such other actions as the Collateral Trustee may reasonably require or request to have waived or eliminated any contractual obligation create, perfect, protect, assure or, subject to Article 10, enforce the Liens and benefits intended to be conferred as contemplated by this Indenture for the benefit of the types described holders of Note Obligations. If the Company or such Restricted Subsidiary fails to do so, the Collateral Trustee is hereby irrevocably authorized and empowered, with full power of substitution, to execute, acknowledge and deliver such Security Documents, instruments, certificates, notices and other documents and, subject to Article 10, take such other actions in clauses (iii) the name, place and (iv) abovestead of the Company or such Restricted Subsidiary, but the Collateral Trustee shall have no obligation to do so and no liability for any action taken or omitted by it in good faith in connection therewith. (hb) Upon request of the Collateral Agent Trustee at any time after an Event of Default has occurred and is continuingfrom time to time, the Company willshall, and will shall cause its Restricted Subsidiaries to, (i) permit the Collateral Agent Trustee or any advisor, auditor, consultant, attorney or representative acting for the Collateral AgentTrustee, upon reasonable notice to the Company and during normal business hourshours (provided that no notice requirement or restriction on hours shall apply if an Event of Default is continuing), to visit and inspect any of the property of the Company and its Restricted Subsidiaries, to review, make extracts from and copy the books and records of the Company and its Restricted Subsidiaries relating to any such property, and to discuss any matter pertaining to any such property with the officers and employees of the Company and its Restricted Subsidiaries, and (ii) deliver to the Collateral Agent Trustee such reports, including valuations, relating to any such property or any Lien thereon as the Collateral Agent Trustee may reasonably request. (ic) The Issuers will Company shall bear and pay all reasonable legal expenses, collateral audit and valuation costs, filing fees, insurance premiums and other reasonable costs associated with the performance of the obligations of the Issuers Company and the its Restricted Subsidiaries of the Company set forth in this Section 4.16 4.19 and also will shall pay, or promptly reimburse the Trustee and Collateral Agent Trustee for, all costs and expenses incurred by the Trustee or Collateral Agent Trustee in connection therewith, including all reasonable fees and charges of any advisors, auditors, consultants, attorneys or representatives acting for the Trustee or for the Collateral AgentTrustee. (d) The Company shall pay, reimburse the Trustee, the Collateral Trustee and the Holders of Notes for, and, to the fullest extent lawful, defend and indemnify each of them against, all claims, liabilities, taxes, costs and expenses of every type and nature (including, without limitation, the reasonable fees and charges of attorneys, advisors, auditors and consultants acting for any of them) incurred by any of them as a result of or in connection with the creation, perfection, protection or enforcement of the Note Liens or the exercise or enforcement of any right or remedy under the Security Documents or to prove, preserve, protect or enforce any Note Lien or any claim based upon the Note Liens in any legal proceeding, including any Insolvency or Liquidation Proceeding.