Common use of Further Assurances; Costs Clause in Contracts

Further Assurances; Costs. (a) If the Company or any of the Guarantors at any time grants, assumes, perfects or becomes subject to any Lien upon any of its property (other than Excluded Property) then owned or thereafter acquired as security for any First-Priority Lien Obligation and Second-Priority Lien Obligation, the Company will, or will cause such Guarantor to, as promptly as practical (subject to the requirements of the Intercreditor Agreement): (i) xxxxx x Xxxx on such property to the Collateral Agent for the benefit of the holders of Third-Priority Lien Obligations and, to the extent such grant would require the execution and delivery of a Collateral Document, the Company or such Guarantor shall execute and deliver a Collateral Document on substantially the same terms as the agreement or instrument executed and delivered to secure the First-Priority Lien Obligations and Second-Priority Lien Obligation, with changes to reflect the subordination of the Liens securing the Third-Priority Lien Obligations, including the changes made to the Collateral Documents executed and delivered on the Issue Date (as compared to the comparable security documents securing First-Priority Lien Obligations and Second-Priority Lien Obligation entered into or in existence on the Issue Date); and (ii) cause the Lien granted in such Collateral Document to be duly perfected in any manner permitted by law to the same extent as the Liens granted for the benefit of the First-Priority Lien Obligations and Second-Priority Lien Obligation are perfected (but junior to such Lien pursuant to the Intercreditor Agreement). (b) In addition, if the Company or any Guarantor at any time after the Issue Date acquires any new property (other than Excluded Property) that is not automatically subject to a Lien under the Collateral Documents, or a Restricted Subsidiary becomes a Guarantor, the Company will, or will cause such Guarantor, subject to the requirements of the Collateral Documents, to as soon as practical after such property’s acquisition or it no longer being Excluded Property: (i) xxxxx x Xxxx on such property (or, in the case of a new Guarantor, all of its assets except Excluded Property) to the Collateral Agent for the benefit of the holders of Third-Priority Lien Obligations (and, to the extent such grant would require the execution and delivery of a Security Document, the Issuer or such Guarantor shall execute and deliver a Collateral Document on substantially the same terms as the Collateral Documents executed and delivered on the Issue Date if such property serves as security for any First Priority Lien Obligation and Second Priority Lien Obligation); and (ii) cause the Lien granted in such Collateral Document to be duly perfected in any manner permitted by law to the same extent as the Liens granted on the Issue Date are perfected. If the Company or such Guarantor delivers an Opinion of Counsel to the holders of First-Priority Lien Obligations and Second-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 (of no greater scope) with respect to such matters to the Trustee and Collateral Agent. For the avoidance of doubt, while the First-Priority Lien Obligations and Second-Priority Lien Obligations are outstanding and the Intercreditor Agreement is in effect: (i) any waiver or other determination by the holders of the First-Priority Lien Obligations and Second-Priority Lien Obligations (or the administrative agent if so permitted) with respect to an obligation to grant Liens on any assets subject to this Section 4.17(b) shall also be applicable to the Third-Priority Lien Obligations, and if applicable, to the extent provided by the Intercreditor Agreement (ii) any such Opinion of Counsel to the Trustee shall only be required to the extent that an Opinion of Counsel is delivered to the holders of the First-Priority Lien Obligations and Second-Priority Lien Obligations (and shall be of no greater scope). (c) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Collateral Document or Intercreditor Agreement: (i) any mortgages (and any related Collateral Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First-Priority Lien Obligations and Second-Priority Lien Obligations on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 90 days following the Issue Date, and with respect to any real property that is not securing First-Priority Lien Obligations and Second-Priority Lien Obligations on the Issue Date, mortgages shall be provided by December 31, 2008, which date may be extended for up to 90 days by the administrative agent; and (ii) in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC of separate financial statements of a Guarantor that are not otherwise required to be filed, then the capital stock or other securities of such Guarantor need not be pledged pursuant to clauses (a), (b) or (d) of this Section 4.17 and shall automatically be deemed released and to not be and to not have been part of the Collateral, but only to the extent necessary to not be subject to such requirement. In such event, the Collateral Documents and Intercreditor Agreement may be amended or modified, without the consent of any Holder of Notes, to the extent necessary to evidence the release of Liens securing the Third-Priority Lien Obligations on the shares of capital stock or other securities that are so deemed to no longer constitute part of the Collateral. (d) If, after the Collateral is released in full as contemplated by Section [5.1] of the Intercreditor Agreement and, thereafter, the Company subsequently incurs Obligations under a new Credit Facilities or other First-Priority Lien Obligations and Second-Priority Lien Obligations that are secured by Liens on assets of the Company or any Guarantor of the type constituting Collateral (other than Excluded Property), then the Company and the Guarantors shall be required to secure the Notes and the Guarantees at such time by a Third-Priority Lien on the Collateral securing such Obligations under the new Credit Facilities or other First-Priority Lien Obligations and Second-Priority Lien Obligations to the same extent provided by clause (a) above on the terms and conditions of the security documents relating to the new Credit Facilities or such other First-Priority Lien Obligations and Second-Priority Lien Obligations, with the Liens on the Collateral granted in favor either of the administrative agent under such new Credit Facility or a collateral agent designated by the Company to hold the Liens for the benefit of the Holders of Third-Priority Lien Obligations and subject to an intercreditor agreement that provides the administrative agent under such new Credit Facilities or such collateral agent substantially the same rights and powers as afforded under the Collateral Documents and Intercreditor Agreement entered into on the Issue Date. (e) The Company will bear and pay all legal expenses, collateral audit and valuation costs, filing fees, insurance premiums and other costs associated with the performance of the obligations of the Company and the Guarantors set forth in this Section 4.17 and will also pay or reimburse the Trustee and Collateral Agent for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee and Collateral Agent in connection therewith, including the reasonable compensation and expenses of the Trustee and Collateral Agent’s agents and counsel. (f) Neither the Company nor any of the Guarantors will be permitted to take any action, or knowingly or negligently omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Trustee and the Holders of the Notes.

Further Assurances; Costs. (a) If the Company Issuer or any of the Guarantors at any time grants, assumes, perfects or becomes subject to any Lien upon any of its property (other than Excluded PropertyProperty of the type referred to in clauses (a) and (b) of the definition thereof) then owned or thereafter acquired as security for any First-Priority Lien Obligation and Second-Priority Lien Obligation, the Company Issuer will, or will cause such Guarantor to, as promptly as practical (subject to the requirements of the Intercreditor Agreement): (i) xxxxx x Xxxx on such property to the Collateral Agent for the benefit of the holders of ThirdSecond-Priority Lien Obligations and, to the extent such grant would require the execution and delivery of a Collateral Security Document, the Company Issuer or such Guarantor shall execute and deliver a Collateral Security Document on substantially the same terms as the agreement or instrument executed and delivered to secure the First-Priority Lien Obligations and Second-Priority Lien ObligationObligations, with changes to reflect the subordination of the Liens securing the ThirdSecond-Priority Lien Obligations, including the changes made to the Collateral Security Documents executed and delivered on the Issue Date (as compared to the comparable security documents securing First-Priority Lien Obligations and Second-Priority Lien Obligation entered into or in existence on the Issue Date); and (ii) cause the Lien granted in such Collateral Security Document to be duly perfected in any manner permitted by law to the same extent as the Liens granted for the benefit of the First-Priority Lien Obligations and Second-Priority Lien Obligation are perfected (but junior to such Lien pursuant to the Intercreditor Agreement). If the Issuer or such Guarantor delivers an Opinion of Counsel to the holders of First-Priority Lien Obligations in respect of the validity, perfection or priority of any Xxxx xxxxx referred to in this clause (a), the Issuer or such Guarantor shall also deliver an Opinion of Counsel (of no greater scope) with respect to such matters to the Trustee and Collateral Agent. (b) In addition, if the Company Issuer or any Guarantor at any time after the Issue Date acquires any new property (other than Excluded Property) that is not automatically subject to a Lien under the Collateral Security Documents, or a Restricted Subsidiary becomes a Guarantor, the Company Issuer will, or will cause such Guarantor, subject to the requirements of the Collateral Security Documents, to as soon as practical after such property’s acquisition or it no longer being Excluded Property: (i) xxxxx x Xxxx on such property (or, in the case of a new Guarantor, all of its assets except Excluded Property) to the Collateral Agent for the benefit of the holders of ThirdSecond-Priority Lien Obligations (and, to the extent such grant would require the execution and delivery of a Security Document, the Issuer or such Guarantor shall execute and and deliver a Collateral Security Document on substantially the same terms as the Collateral Security Documents executed and delivered on the Issue Date if such property serves as security for any First Priority Lien Obligation and Second Priority Lien ObligationDate); and (ii) cause the Lien granted in such Collateral Security Document to be duly perfected in any manner permitted by law to the same extent as the Liens granted on the Issue Date are perfected. If the Company The Issuer or such Guarantor delivers shall deliver an Opinion of Counsel to the holders of First-Priority Lien Obligations and Second-Priority Lien Obligation Trustee in respect of the validity, perfection or priority of any Xxxx xxxxx referred to in this clause (ab), addressing customary matters (and containing customary exceptions) consistent with the Company or such Guarantor shall also deliver an Opinion of Counsel (delivered on the Issue Date in respect of no greater scope) with respect to such matters to the Trustee and Collateral Agentmatters. For the avoidance of doubt, while the First-Priority Lien Obligations and Second-Priority Lien Obligations are outstanding and the Intercreditor Agreement is in effect: (i) any waiver or other determination by the holders of the First-Priority Lien Obligations and Second-Priority Lien Obligations (or the administrative agent Administrative Agent if so permitted) with respect to an obligation to grant Liens on any assets subject to this Section 4.17(b4.18(b) shall also be applicable to the ThirdSecond-Priority Lien Obligations, and if applicable, to the extent provided by the Intercreditor Agreement (ii) any such Opinion of Counsel to the Trustee shall only be required to the extent that an Opinion of Counsel is delivered to the holders of the First-Priority Lien Obligations and Second-Priority Lien Obligations (and shall be of no greater scope). (c) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Collateral Document or Intercreditor AgreementSecurity Document: (i) any mortgages (and any related Collateral Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First-Priority Lien Obligations and Second-Priority Lien Obligations on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 90 45 days following the Issue Date, and with respect to any real property that is not securing First-Priority Lien Obligations and Second-Priority Lien Obligations on the Issue Date, mortgages shall be provided by December July 31, 2008, which date may be extended for up to 90 60 days by the administrative agentAdministrative Agent; and (ii) in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC Commission of separate financial statements of a Guarantor that are not otherwise required to be filed, then the capital stock or other securities of such Guarantor need not be pledged pursuant to clauses (a), (b) or (d) of this Section 4.17 4.18 and shall automatically be deemed released and to not be and to not have been part of the Collateral, but only to the extent necessary to not be subject to such requirement. In such event, the Collateral Security Documents and Intercreditor Agreement may be amended or modified, without the consent of any Holder of Notes, to the extent necessary to evidence the release of Liens securing the ThirdSecond-Priority Lien Obligations on the shares of capital stock or other securities that are so deemed to no longer constitute part of the Collateral. (d) If, after the Collateral is released in full as contemplated by Section [5.1] 5.1 of the Intercreditor Agreement and, thereafter, the Company Issuer subsequently incurs Obligations under a new Credit Facilities Facility or other First-Priority Lien Obligations and Second-Priority Lien Obligations that are secured by Liens on assets of the Company Issuer or any Guarantor of the type constituting Collateral (other than Excluded Property)Collateral, then the Company Issuer and the Guarantors shall be required to secure the Notes and the Guarantees at such time by a ThirdSecond-Priority Lien on the Collateral collateral securing such Obligations under the new Credit Facilities Facility or other First-Priority Lien Obligations and Second-Priority Lien Obligations to the same extent provided by clause (a) above on the terms and conditions of the security documents relating to the new Credit Facilities Facility or such other First-Priority Lien Obligations and Second-Priority Lien Obligations, with the Liens on the Collateral granted in favor either of the administrative agent under such new Credit Facility or a collateral agent designated by the Company Issuer to hold the Liens for the benefit of the Holders holders of ThirdSecond-Priority Lien Obligations and subject to an intercreditor agreement that provides the administrative agent under such new Credit Facilities or such collateral agent Facility substantially the same rights and powers as afforded under the Collateral Security Documents and Intercreditor Agreement entered into on the Issue Date. (e) The Company Issuer will bear and pay all legal expenses, collateral audit and valuation costs, filing fees, insurance premiums and other costs associated with the performance of the obligations of the Company Issuer and the Guarantors set forth in this Section 4.17 4.18 and will also pay or reimburse the Trustee and Collateral Agent for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee and Collateral Agent in connection therewith, including the reasonable compensation and expenses of the Trustee and Collateral Agent’s agents and counsel. (f) Neither the Company Issuer nor any of the Guarantors will be permitted to take any action, or knowingly or negligently omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Trustee and the Holders of the Notes.

Further Assurances; Costs. (a) If the Company Issuer or any of the Guarantors at any time grants, assumes, perfects or becomes subject to any Lien upon any of its property (other than Excluded PropertyProperty of the type referred to in clauses (a) and (b) of the definition thereof) then owned or thereafter acquired as security for any First-Priority Lien Obligation and or Second-Priority Lien Obligation, the Company Issuer will, or will cause such Guarantor to, as promptly as practical (subject to the requirements of the Intercreditor Agreement): (i) xxxxx x Xxxx on such property to the Collateral Agent for the benefit of the holders of Third-Priority Lien Obligations and, to the extent such grant would require the execution and delivery of a Collateral Security Document, the Company Issuer or such Guarantor shall execute and deliver a Collateral Security Document on substantially the same terms as the agreement or instrument executed and delivered to secure the First-Priority Lien Obligations and or Second-Priority Lien ObligationObligations, with changes to reflect the subordination of the Liens securing the Third-Priority Lien Obligations, including the changes made to the Collateral Security Documents executed and delivered on the Issue Date (as compared to the comparable security documents securing First-Priority Lien Obligations and Second-Priority Lien Obligation Obligations entered into or in existence on the Issue Date); and (ii) cause the Lien granted in such Collateral Security Document to be duly perfected in any manner permitted by law to the same extent as the Liens granted for the benefit of the First-Priority Lien Obligations and Second-Priority Lien Obligation Obligations are perfected (but junior to such Lien Liens pursuant to the Intercreditor Agreement). If the Issuer or such Guarantor delivers an Opinion of Counsel to the holders of First-Priority Lien Obligations or Second-Priority Lien Obligations in respect of the validity, perfection or priority of any Xxxx xxxxx referred to in this clause (a), the Issuer or such Guarantor shall also deliver an Opinion of Counsel (of no greater scope) with respect to such matters to the Trustee and Collateral Agent. (b) In addition, if the Company Issuer or any Guarantor at any time after the Issue Date acquires any new property (other than Excluded Property) that is not automatically subject to a Lien under the Collateral Security Documents, or a Restricted Subsidiary becomes a Guarantor, the Company Issuer will, or will cause such Guarantor, subject to the requirements of the Collateral Security Documents, to as soon as practical after such property’s acquisition or it no longer being Excluded Property: (i) xxxxx x Xxxx on such property (or, in the case of a new Guarantor, all of its assets except Excluded Property) to the Collateral Agent for the benefit of the holders of Third-Priority Lien Obligations (and, to the extent such grant would require the execution and delivery of a Security Document, the Issuer or such Guarantor shall execute and deliver a Collateral Security Document on substantially the same terms as the Collateral Security Documents executed and delivered on the Issue Date if such property serves as security for any First Priority Lien Obligation and Second Priority Lien ObligationDate); and (ii) cause the Lien granted in such Collateral Security Document to be duly perfected in any manner permitted by law to the same extent as the Liens granted on the Issue Date are perfected. If the Company The Issuer or such Guarantor delivers shall deliver an Opinion of Counsel to the holders of First-Priority Lien Obligations and Second-Priority Lien Obligation Trustee in respect of the validity, perfection or priority of any Xxxx xxxxx referred to in this clause (ab), addressing customary matters (and containing customary exceptions) consistent with the Company or such Guarantor shall also deliver an Opinion of Counsel (delivered on the Issue Date in respect of no greater scope) with respect to such matters to the Trustee and Collateral Agentmatters. For the avoidance of doubt, while either the First-Priority Lien Obligations and or the Second-Priority Lien Obligations are outstanding and the Intercreditor Agreement is in effect: (i) any waiver or other determination by the holders of the First-Priority Lien Obligations and or, if the First-Priority Lien Obligations are no longer outstanding, the holders of the Second-Priority Lien Obligations (or the administrative agent Administrative Agent, if so permitted or, if the First-Priority Lien Obligations are no longer outstanding, the Second Lien Notes Trustee, if so permitted) with respect to an obligation to grant Liens on any assets subject to this Section 4.17(b4.18(b) shall also be applicable to the Third-Priority Lien Obligations, and if applicable, to the extent provided by the Intercreditor Agreement Agreement, (ii) any such Opinion of Counsel to the Trustee shall only be required to the extent that an Opinion of Counsel is delivered to the holders of either the First-Priority Lien Obligations and or the Second-Priority Lien Obligations (and shall be of no greater scope). (c) Notwithstanding anything to the contrary set forth in clause (a) of this Section 4.18 or elsewhere in this Indenture or any Collateral Document or Intercreditor AgreementSecurity Document: (i) any mortgages (and any related Collateral Security Documents) ), and any control agreements with respect to deposit, checking and securities accounts, required to be granted or provided, as the case may be, pursuant to clause (a) of this Section 4.18 on the Issue Date with respect to real property or accounts, as applicable, that is securing First-Priority Lien Obligations and or Second-Priority Lien Obligations on the Issue Date shall be granted or provided as soon as commercially reasonable following the Issue Date, but in no event later than 90 days following the Issue Date, and with respect to any real property that is not securing First-Priority Lien Obligations and Second-Priority Lien Obligations on the Issue Date, mortgages shall be provided by December 31, 2008, which date may be extended for up to 90 days by the administrative agent; and (ii) in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC Commission of separate financial statements of a Guarantor that are not otherwise required to be filed, then the capital stock or other securities of such Guarantor need not be pledged pursuant to clauses (a), (b) or (d) of this Section 4.17 4.18 and shall automatically be deemed released and to not be and to not have been part of the Collateral, but only to the extent necessary to not be subject to such requirement. In such event, the Collateral Security Documents and Intercreditor Agreement may be amended or modified, without the consent of any Holder of Notes, to the extent necessary to evidence the release of Liens securing the Third-Priority Lien Obligations on the shares of capital stock or other securities that are so deemed to no longer constitute part of the Collateral. (d) If, after the Collateral is released in full as contemplated by Section [5.1] 5.1 of the Intercreditor Agreement and, thereafter, the Company Issuer subsequently incurs Obligations under a new Credit Facilities Facility or other First-Priority Lien Obligations and Second-Priority Lien Obligations that are secured by Liens on assets of the Company Issuer or any Guarantor of the type constituting Collateral (other than Excluded Property)Collateral, then the Company Issuer and the Guarantors shall be required to secure the Notes and the Guarantees at such time by a Third-Priority Lien on the Collateral collateral securing such Obligations under the new Credit Facilities Facility or other First-Priority Lien Obligations and Second-Priority Lien Obligations to the same extent provided by clause (a) above of this Section 4.18 on the terms and conditions of the security documents relating to the new Credit Facilities Facility or such other First-Priority Lien Obligations and Second-Priority Lien Obligations, with the Liens on the Collateral granted in favor either of the administrative agent under such new Credit Facility or a collateral agent designated by the Company Issuer to hold the Liens for the benefit of the Holders holders of Third-Priority Lien Obligations and subject to an intercreditor agreement that provides the administrative agent under such new Credit Facilities or such collateral agent Facility substantially the same rights and powers as afforded under the Collateral Security Documents and Intercreditor Agreement entered into on the Issue Date. (e) The Company Issuer will bear and pay all legal expenses, collateral audit and valuation costs, filing fees, insurance premiums and other costs associated with the performance of the obligations of the Company Issuer and the Guarantors set forth in this Section 4.17 4.18 and will also pay or reimburse the Trustee and Collateral Agent for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee and Collateral Agent in connection therewith, including the reasonable compensation and expenses of the Trustee and Collateral Agent’s agents and counsel. (f) Neither the Company Issuer nor any of the Guarantors will be permitted to take any action, or knowingly or negligently omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Trustee and the Holders of the Notes.

Further Assurances; Costs. (a) If On the Company or any of Issue Date, the Secured Group Guarantors at any time grants, assumes, perfects or becomes subject to any Lien upon any of its will grant Liens on all their property (other than Excluded Property) then owned or thereafter acquired as security for any First-Priority Lien Obligation and Second-Priority Lien Obligation, the Company will, or will take all appropriate steps to cause such Guarantor to, as promptly as practical Liens to be perfected first priority liens (subject to the requirements Permitted Collateral Liens), including through filing of the Intercreditor Agreement): (i) xxxxx x Xxxx on such property to the Collateral Agent for the benefit of the holders of Third-Priority Lien Obligations andUCC-1 financing statements or otherwise, pursuant to, and to the extent such grant would require the execution and delivery of a Collateral Documentrequired by, the Company or such Guarantor shall execute and deliver a Collateral Document on substantially the same terms as the agreement or instrument executed and delivered Security Documents to secure the First-Priority Lien Obligations and Second-Priority Lien Obligation, with changes to reflect the subordination of the Liens securing the Third-Priority Lien Obligations, including the changes made to the Collateral Documents executed and delivered be entered into on the Issue Date (as compared to the comparable security documents securing First-Priority Lien Obligations and Second-Priority Lien Obligation entered into or in existence on the Issue Date); and (ii) cause the Lien granted in such Collateral Document to be duly perfected in any manner permitted by law to the same extent as the Liens granted for the benefit of the First-Priority Lien Obligations and Second-Priority Lien Obligation are perfected (but junior to such Lien pursuant to the Intercreditor Agreement)this Indenture. (b) In addition, if If any member of the Company or any Guarantor Secured Group at any time after the Issue Date acquires any new property (other than Excluded Property) that is not automatically subject to a perfected Lien under the Collateral DocumentsSecurity Documents or any member of the Secured Group acquires or creates a Subsidiary, or a Restricted Subsidiary becomes a Guarantor, then such member of the Company Secured Group will, or will cause such Guarantor, subject to the requirements of the Collateral Security Documents, to as soon as practical after such property’s acquisition or it no longer being Excluded PropertyProperty or after such Subsidiary is acquired or created: (i) xxxxx grant x Xxxx on such xx xuch property (or, in the case of such a new Guarantornewly acquired or created Subsidiary, all of its assets except other than Excluded Property) to in favor of the Collateral Agent for the benefit of the holders of ThirdFirst-Priority Lien Obligations (and, to the extent such grant would require the execution and delivery of a Security Document, such member of the Issuer or such Guarantor Secured Group shall execute and deliver a Collateral Security Document (including a joinder thereto) on substantially the same terms as the Collateral Security Documents executed and delivered on the Issue Date if such property serves as security for any First Priority Lien Obligation and Second Priority Lien ObligationDate); and; (ii) cause the Lien granted in such Collateral Security Document to be duly perfected in any manner permitted by law to the same extent as the Liens granted on the Issue Date are perfected; and (iii) cause any such newly acquired or created Subsidiary other than a Restricted Subsidiary to become a Guarantor. If Such member of the Company or such Guarantor delivers Secured Group shall deliver an Opinion of Counsel to the holders of First-Priority Lien Obligations and Second-Priority Lien Obligation Trustee in respect of the validity, perfection or priority of any Xxxx Lien xxxxx referred xxxxrred to in this clause (a), ) by a new guarantor addressing customary matters (and containing customary exceptions) consistent with the Company or such Guarantor shall also deliver an Opinion of Counsel (delivered on the Issue Date in respect of no greater scope) with respect to such matters to the Trustee and Collateral Agent. For the avoidance of doubt, while the First-Priority Lien Obligations and Second-Priority Lien Obligations are outstanding and the Intercreditor Agreement is in effect: (i) any waiver or other determination by the holders of the First-Priority Lien Obligations and Second-Priority Lien Obligations (or the administrative agent if so permitted) with respect to an obligation to grant Liens on any assets subject to this Section 4.17(b) shall also be applicable to the Third-Priority Lien Obligations, and if applicable, to the extent provided by the Intercreditor Agreement (ii) any such Opinion of Counsel to the Trustee shall only be required to the extent that an Opinion of Counsel is delivered to the holders of the First-Priority Lien Obligations and Second-Priority Lien Obligations (and shall be of no greater scope)matters. (c) Notwithstanding anything to the contrary set forth in clause (a) of this Section 4.18 or elsewhere in this Indenture or any Collateral Document or Intercreditor AgreementSecurity Document: (i) any mortgages (and any related Collateral Documents) required to be granted pursuant to clause (a) on the Issue Date members of the Secured Group shall enter into control agreements with respect to real property that is securing First-Priority Lien Obligations the Collateral constituting deposit, checking and Second-Priority Lien Obligations on securities accounts (other than Excluded Accounts (as defined in the Issue Date shall be granted Security Agreement)) as soon as commercially reasonable following the Issue Date, but in no event later than 90 days following the Issue Date, and with respect to any real property that is not securing First-Priority Lien Obligations and Second-Priority Lien Obligations on the Issue Date, mortgages ; (ii) no control agreements shall be provided by December 31, 2008, which date required for Excluded Accounts (as defined in the Security Agreement) and Excluded Fee Payments may be extended for up to 90 days by the administrative agentdeposited therein; and (iiiii) in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC Commission of separate financial statements of a Guarantor that are not otherwise required to be filed, then the capital stock or other securities of such Guarantor need not be pledged pursuant to clauses clause (a), (b) or (d) of this Section 4.17 4.18 and shall automatically be deemed released and to not be and to not have been part of the Collateral, but only to the extent necessary to not be subject to such requirement. In such event, the Collateral Security Documents and Intercreditor Agreement may be amended or modified, without the consent of any Holder of Notes, to the extent necessary to evidence the release of Liens securing the ThirdFirst-Priority Lien Obligations on the shares of capital stock or other securities that are so deemed to no longer constitute part of the Collateral. (d) If, after the Collateral is released in full as contemplated by Section [5.1] of the Intercreditor Agreement and, thereafter, the Company subsequently incurs Obligations under a new Credit Facilities or other First-Priority Lien Obligations and Second-Priority Lien Obligations that are secured by Liens on assets of the Company or any Guarantor of the type constituting Collateral (other than Excluded Property), then the Company and the Guarantors shall be required to secure the Notes and the Guarantees at such time by a Third-Priority Lien on the Collateral securing such Obligations under the new Credit Facilities or other First-Priority Lien Obligations and Second-Priority Lien Obligations to the same extent provided by clause (a) above on the terms and conditions of the security documents relating to the new Credit Facilities or such other First-Priority Lien Obligations and Second-Priority Lien Obligations, with the Liens on the Collateral granted in favor either of the administrative agent under such new Credit Facility or a collateral agent designated by the Company to hold the Liens for the benefit of the Holders of Third-Priority Lien Obligations and subject to an intercreditor agreement that provides the administrative agent under such new Credit Facilities or such collateral agent substantially the same rights and powers as afforded under the Collateral Documents and Intercreditor Agreement entered into on the Issue Date. (e) The Company Issuer will bear and pay all legal expenses, collateral audit and valuation costs, filing fees, insurance premiums and other costs associated with the performance of the obligations of the Company and members of the Guarantors Secured Group set forth in this Section 4.17 4.18 and will also pay or reimburse the Trustee and Collateral Agent for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee and Collateral Agent in connection therewith, including the reasonable compensation and expenses of the Trustee and Collateral Agent’s agents and counsel. (fe) Neither the Company Issuer nor any of the Guarantors will be permitted to take any action, or knowingly or negligently omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Trustee and the Holders of the Notes.

Further Assurances; Costs. (a) If the Company or any of the Guarantors at any time grants, assumes, perfects or becomes subject to any Lien upon any of its property (other than Excluded Property) then owned or thereafter acquired as security for any First-Priority Lien Obligation and Second-Priority Lien Obligation, the Company will, or will cause such Guarantor to, as promptly as practical (subject to the requirements of the Intercreditor Agreement): (i) xxxxx x Xxxx on such property to the Collateral Agent for the benefit of the holders of Third-Priority Lien Obligations and, to the extent such grant would require the execution and delivery of a Collateral Document, the Company or such Guarantor shall execute and deliver a Collateral Document on substantially the same terms as the agreement or instrument executed and delivered to secure the First-Priority Lien Obligations and Second-Priority Lien Obligation, with changes to reflect the subordination of the Liens securing the Third-Priority Lien Obligations, including the changes made to the Collateral Documents executed and delivered on the Issue Date (as compared to the comparable security documents securing First-Priority Lien Obligations and Second-Priority Lien Obligation entered into or in existence on the Issue Date); and (ii) cause the Lien granted in such Collateral Document to be duly perfected in any manner permitted by law to the same extent as the Liens granted for the benefit of the First-Priority Lien Obligations and Second-Priority Lien Obligation are perfected (but junior to such Lien pursuant to the Intercreditor Agreement). (b) In addition, if the Company Issuer or any Guarantor at any time after the Issue Date acquires any new property (other than Excluded PropertyAssets) that is not automatically subject to a perfected Lien under the Collateral Security Documents, or a Restricted Subsidiary becomes a Guarantor, the Company Issuer will, or will cause such GuarantorGuarantor to, subject to the requirements of the Collateral Security Documents, to as soon as practical promptly (and in any event within 30 days after such property’s acquisition or it no longer being Excluded Property:Assets, or, in any case, such longer time period as is permitted pursuant to the First-Priority Security Documents): (i) xxxxx x Xxxx on such property (or, in the case of a new Guarantor, all of its assets except Excluded PropertyAssets) to the Second Lien Collateral Agent for the benefit of the holders of ThirdSecond-Priority Lien Obligations (and, to the extent such grant would require the execution and delivery of a Security Document, the Issuer or such Guarantor shall execute and deliver a Collateral Document on substantially the same terms as the Collateral Documents executed and delivered on the Issue Date if such property serves as security for any First Priority Lien Obligation and Second Priority Lien Obligation)Obligations; and (ii) cause deliver any required supplement to the Lien granted Security Agreement and any required Mortgages necessary to grant security interests in such Collateral Document property, and, in the case of real property, Mortgage Deliverables or Additional Mortgage Deliverables, as applicable, and cause such Lien to be duly perfected in any manner permitted by law to the same extent as the Liens granted on the Issue Date are perfected. If the Company or such Guarantor delivers an Opinion of Counsel to the holders of First-Priority Lien Obligations and Second-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 (of no greater scope) with respect to such matters to the Trustee and Collateral Agent. For the avoidance of doubt, while the First-Priority Lien Obligations and Second-Priority Lien Obligations are outstanding and the Intercreditor Agreement is in effect: (i) any waiver or other determination required by the holders of the First-Priority Lien Obligations and Second-Priority Lien Obligations (or the administrative agent if so permitted) with respect to an obligation to grant Liens on any assets subject Security Documents. Any security interest provided pursuant to this Section 4.17(b4.20(a) that requires execution of a new Mortgage shall also be applicable accompanied by such Opinions of Counsel as to the Third-Priority Lien Obligations, enforceability of such Mortgage and if applicable, to the extent provided by the Intercreditor Agreement (ii) any such Opinion of Counsel to the Trustee shall only be required to the extent that an Opinion of Counsel is delivered to the holders validity and perfection of the First-Priority Lien Obligations Liens on such property as is customarily given by counsel in the relevant jurisdiction, in form and Second-Priority Lien Obligations (substance customary for such jurisdiction and shall be of no greater scope)with customary qualifications and exceptions. (cb) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Collateral Document or Intercreditor Agreement: (i) any mortgages (and any related Collateral Documents) Security Document, the Issuer shall not be required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First-Priority Lien Obligations and Second-Priority Lien Obligations on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 90 days following the Issue Date, and with respect to take any real property that is not securing First-Priority Lien Obligations and Second-Priority Lien Obligations on the Issue Date, mortgages shall be provided by December 31, 2008, which date may be extended for up to 90 days by the administrative agent; and (ii) in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC of separate financial statements of a Guarantor that are not otherwise required to be filed, then the capital stock or other securities of such Guarantor need not be pledged pursuant to clauses (a), (b) or (d) of this Section 4.17 and shall automatically be deemed released and to not be and to not have been part of the Collateral, but only to the extent necessary to not be subject to such requirement. In such event, the Collateral Documents and Intercreditor Agreement may be amended or modified, without the consent of any Holder of Notes, to the extent necessary to evidence the release of Liens securing the Third-Priority Lien Obligations on the shares of capital stock or other securities that are so deemed to no longer constitute part of the CollateralExcluded Action. (d) If, after the Collateral is released in full as contemplated by Section [5.1] of the Intercreditor Agreement and, thereafter, the Company subsequently incurs Obligations under a new Credit Facilities or other First-Priority Lien Obligations and Second-Priority Lien Obligations that are secured by Liens on assets of the Company or any Guarantor of the type constituting Collateral (other than Excluded Property), then the Company and the Guarantors shall be required to secure the Notes and the Guarantees at such time by a Third-Priority Lien on the Collateral securing such Obligations under the new Credit Facilities or other First-Priority Lien Obligations and Second-Priority Lien Obligations to the same extent provided by clause (a) above on the terms and conditions of the security documents relating to the new Credit Facilities or such other First-Priority Lien Obligations and Second-Priority Lien Obligations, with the Liens on the Collateral granted in favor either of the administrative agent under such new Credit Facility or a collateral agent designated by the Company to hold the Liens for the benefit of the Holders of Third-Priority Lien Obligations and subject to an intercreditor agreement that provides the administrative agent under such new Credit Facilities or such collateral agent substantially the same rights and powers as afforded under the Collateral Documents and Intercreditor Agreement entered into on the Issue Date. (e) The Company will bear and pay all legal expenses, collateral audit and valuation costs, filing fees, insurance premiums and other costs associated with the performance of the obligations of the Company and the Guarantors set forth in this Section 4.17 and will also pay or reimburse the Trustee and Collateral Agent for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee and Collateral Agent in connection therewith, including the reasonable compensation and expenses of the Trustee and Collateral Agent’s agents and counsel. (fc) Neither the Company Issuer nor any of the Guarantors will be permitted to take any action, or knowingly or negligently omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Trustee and the Holders of the Notes.