Common use of Grant of Security Interests; Intercreditor Agreement Clause in Contracts

Grant of Security Interests; Intercreditor Agreement. (a) The Issuers and the Guarantors: (1) shall grant a security interest in the Collateral as set forth in the Collateral Agreements to the Collateral Agent for the benefit of the Holders and the Trustee, to secure the due and punctual payment of the principal of, premium, if any, and interest on the Notes and amounts due hereunder and under the Note Guarantees when and as the same shall be due and payable, whether at Stated Maturity thereof, on an Interest Payment Date, by acceleration, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest (to the extent permitted by law), if any, on the Notes and the performance of all other Obligations of the Issuers and the Guarantors to the Holders, the Collateral Agent and the Trustee under this Indenture, the Collateral Agreements, the Note Guarantees and the Notes, subject to the terms of any Intercreditor Agreement and any other Permitted Liens; (2) hereby covenant (A) to perform and observe their obligations under the Collateral Agreements and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in Sections 4.23 through 4.27) required to cause the Collateral Agreements to create and maintain, as security for the Obligations contained in this Indenture, the Notes, the Collateral Agreements and the Note Guarantees valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Collateral Agent, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein and shall warrant and defend the title to the Collateral against the claims of all persons whatsoever; (3) shall warrant and defend the title to the Collateral against the claims of all persons, subject to any Intercreditor agreement and any Permitted Liens; and (4) shall do or cause to be done, at their sole cost and expense, all such actions and things as may be necessary or proper, or as may be required by the provisions of the Collateral Agreements, to assure and confirm to the Collateral Agent the security interests in the Collateral contemplated hereby and by the Collateral Agreements, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and Note Guarantees secured hereby, according to the intent and purpose herein and therein expressed. (b) Each Holder, by its acceptance of a Note: (1) appoints the Collateral Agent to act as its agent (and by its signature below, the Collateral Agent accepts such appointment); (2) consents and agrees to the terms of each Collateral Agreement, as the same may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms, and authorizes and directs the Collateral Agent to enter into the Collateral Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith; and (3) appoints and authorizes the Collateral Agent and the Trustee to enter into an Intercreditor Agreement with a First Lien Collateral Agent and, as a result thereof acknowledges that any Lien on the Collateral will thereby and at that time become contractually subordinated to any Lien held by a First Lien Collateral Agent pursuant to the terms of such Intercreditor Agreement as a Lien that shall be prior to any other Lien other than the Lien held by the First Lien Collateral Agent. (c) This Article 12, the Security Agreement and the other Collateral Agreements (other than the Intercreditor Agreement) will be subject to the terms, limitations and conditions set forth in any Intercreditor Agreement.

Grant of Security Interests; Intercreditor Agreement. (a) The Issuers Company and the Guarantors: (1) shall grant a Required Priority security interest in the Collateral as set forth in the Collateral Agreements to the Noteholder Collateral Agent for the benefit of the Holders and the TrusteeSecond Lien Secured Parties, to secure the due and punctual payment of the principal of, premium, if any, and interest on the Notes and amounts due hereunder and under the Note Guarantees when and as the same shall be due and payable, whether at Stated Maturity thereof, on an Interest Payment Date, by acceleration, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest (to the extent permitted by law), if any, on the Notes and the performance of all other the Note Obligations of the Issuers Company and the Guarantors to the Holders, the Noteholder Collateral Agent and the Trustee under this Indenture, the Collateral Agreements, the Note Guarantees and the Notes, subject to the terms of any the Second Lien Intercreditor Agreement and any other Permitted Liens; (2) hereby covenant (A) to perform and observe their obligations under the Collateral Agreements and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in Sections 4.23 through 4.27Section 4.19 (“Impairment of Security Interest”) and in this Article 12) required to cause the Collateral Agreements to create and maintain, as security for the Obligations contained in this Indenture, the Notes, the Collateral Agreements and the Note Guarantees valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Noteholder Collateral Agent, superior to and prior to the rights of all third Persons, and subject to no other Liens (other than Permitted Liens), in each case, except as expressly permitted herein herein, therein or therein and shall warrant and defend in the title to the Collateral against the claims of all persons whatsoeverSecond Lien Intercreditor Agreement; (3) shall warrant and defend the title to the Collateral against the claims of all persons, subject if and to any the extent permitted by the Second Lien Intercreditor agreement Agreement and any Permitted Liens; and (4) shall do or cause to be done, at their sole cost and expense, all such actions and things as may be necessary or propernecessary, or as may be required by the provisions of the Collateral Agreements, to assure and confirm to the Noteholder Collateral Agent the security interests in the Collateral contemplated hereby and by the Collateral Agreements, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and Note Guarantees secured hereby, according to the intent and purpose herein and therein expressed. (b) Each Holder, by its acceptance of a Note: (1) appoints the Noteholder Collateral Agent to act as its agent (and by its signature below, the Noteholder Collateral Agent accepts such appointment); (2) consents and agrees to the terms of the Intercreditor Agreements and each of the other Collateral Agreement, as the same may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms, and authorizes and directs the Noteholder Collateral Agent to enter into the Intercreditor Agreements and each of the other Collateral Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith; and; (3) appoints and authorizes and directs the Noteholder Collateral Agent and the Trustee to enter into an the Intercreditor Agreements, and, at a future date, to enter into the Second Lien Intercreditor Agreement pursuant to paragraph (ii) of the definition thereof with any agent or bank or financial institution that is acting in respect of a First Lien Collateral Agent Credit Facility (or proposed Credit Facility) to the Company or any Guarantor; and, as a result thereof acknowledges that any Lien on the Collateral will thereby (4) irrevocably and at that time become contractually subordinated to any Lien held by a First Lien Collateral Agent pursuant unconditionally consents and agrees to the terms of such Intercreditor Agreement as a Lien that shall be prior to any other Lien other than the Lien held by the First Lien Collateral Agent. (c) This Article 12, the Security Agreement and the other Collateral Agreements (other than the Intercreditor Agreement) will be subject to the terms, limitations and conditions set forth in any the immediately succeeding clause (A) below and instructs the Noteholder Collateral Agent and the Trustee to take all actions required with respect to the Notes, the Intercreditor Agreement.Agreements and the related Collateral to give effect to such terms as set forth therein:

Grant of Security Interests; Intercreditor Agreement. (a) The Issuers and the Guarantors: (1) shall grant a security interest in the Collateral as set forth in the Collateral Agreements to the Collateral Agent for the benefit of the Holders and the Trustee, to secure the due and punctual payment of the principal of, premium, if any, and interest on the Notes and amounts due hereunder and under the Note Guarantees when and as the same shall be due and payable, whether at Stated Maturity thereof, on an Interest Payment Date, by acceleration, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest (to the extent permitted by law), if any, on the Notes and the performance of all other Obligations of the Issuers and the Guarantors to the Holders, the Collateral Agent and the Trustee under this Indenture, the Collateral Agreements, the Note Guarantees and the Notes, subject to the terms of any Intercreditor Agreement and any other Permitted Liens; (2) hereby covenant (A) to perform and observe their obligations under the Collateral Agreements and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in Sections 4.23 4.22 through 4.274.26) required to cause the Collateral Agreements to create and maintain, as security for the Obligations contained in this Indenture, the Notes, the Collateral Agreements and the Note Guarantees valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Collateral Agent, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein and shall warrant and defend the title to the Collateral against the claims of all persons whatsoever; (3) shall warrant and defend the title to the Collateral against the claims of all persons, subject to any the Intercreditor agreement Agreement and any Permitted Liens; and (4) shall do or cause to be done, at their sole cost and expense, all such actions and things as may be necessary or proper, or as may be required by the provisions of the Collateral Agreements, to assure and confirm to the Collateral Agent the security interests in the Collateral contemplated hereby and by the Collateral Agreements, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and Note Guarantees secured hereby, according to the intent and purpose herein and therein expressed. (b) Each Holder, by its acceptance of a Note: (1) irrevocably appoints and designates the Collateral Agent to act as its agent under this Indenture and the Collateral Agreements (and by its signature below, the Collateral Agent accepts such appointment); (2) consents and agrees to the terms of each Collateral Agreement, Agreement as the same may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms, and authorizes and directs the Collateral Agent to enter into the Collateral Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith; and (3) appoints and authorizes the Collateral Agent and the Trustee to enter into an the Intercreditor Agreement with a and to act as First Lien Priority Agent under the Intercreditor Agreement. Each Holder agrees that any action taken by the Collateral Agent and, as a result thereof acknowledges that any Lien on in accordance with the provisions of this Indenture and the Collateral will thereby Agreements, and at that time become contractually subordinated to any Lien held the exercise by a First Lien the Collateral Agent pursuant to the terms of such Intercreditor Agreement as a Lien that any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be prior to authorized and binding upon all Holders. The duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent, in its capacity as such, shall not have a trust relationship with any Holder, obligor or any other Lien other than Person by reason of this Indenture or any of the Lien held by the First Lien Collateral AgentAgreements. (c) This Article 12, the Security Agreement and the other Collateral Agreements (other than the Intercreditor Agreement) will be subject to the terms, limitations and conditions set forth in any Intercreditor Agreement.

Grant of Security Interests; Intercreditor Agreement. (a) The Issuers and the Guarantors: (1) shall grant a security interest in the Collateral as set forth in the Collateral Agreements to the Collateral Agent for the benefit of the Holders and the Trustee, to secure the due and punctual payment of the principal of, premium, if any, and interest on the Notes and amounts due hereunder and under the Note Guarantees when and as the same shall be due and payable, whether at Stated Maturity thereof, on an Interest Payment Date, by acceleration, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest (to the extent permitted by law), if any, on the Notes and the performance of all other Obligations of the Issuers and the Guarantors to the Holders, the Collateral Agent and the Trustee under this Indenture, the Collateral Agreements, the Note Guarantees and the Notes, subject to the terms of any Intercreditor Agreement and any other Permitted Liens; (2) hereby covenant (A) to perform and observe their obligations under the Collateral Agreements and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in Sections 4.23 4.22 through 4.274.26) required to cause the Collateral Agreements to create and maintain, as security for the Obligations contained in this Indenture, the Notes, the Collateral Agreements and the Note Guarantees valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Collateral Agent, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein and shall warrant and defend the title to the Collateral against the claims of all persons whatsoever; (3) shall warrant and defend the title to the Collateral against the claims of all persons, subject to any the Intercreditor agreement Agreement and any Permitted Liens; and (4) shall do or cause to be done, at their sole cost and expense, all such actions and things as may be necessary or proper, or as may be required by the provisions of the Collateral Agreements, to assure and confirm to the Collateral Agent the security interests in the Collateral contemplated hereby and by the Collateral Agreements, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and Note Guarantees secured hereby, according to the intent and purpose herein and therein expressed. (b) Each Holder, by its acceptance of a Note: (1) irrevocably appoints and designates the Collateral Agent to act as its agent under this Indenture and the Collateral Agreements (and by its signature below, the Collateral Agent accepts such appointment); (2) consents and agrees to the terms of each Collateral Agreement, as the same may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms, and authorizes and directs the Collateral Agent to enter into the Collateral Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith; and (3) appoints and authorizes the Collateral Agent and the Trustee to enter into an the Intercreditor Agreement with a and to act as First Lien Priority Agent under the Intercreditor Agreement. Each Holder agrees that any action taken by the Collateral Agent and, as a result thereof acknowledges that any Lien on in accordance with the provisions of this Indenture and the Collateral will thereby Agreements, and at that time become contractually subordinated to any Lien held the exercise by a First Lien the Collateral Agent pursuant to the terms of such Intercreditor Agreement as a Lien that any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be prior to authorized and binding upon all Holders. The duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent, in its capacity as such, shall not have a trust relationship with any Holder, obligor or any other Lien other than Person by reason of this Indenture or any of the Lien held by the First Lien Collateral AgentAgreements. (c) This Article 12, the Security Agreement and the other Collateral Agreements (other than the Intercreditor Agreement) will be subject to the terms, limitations and conditions set forth in any Intercreditor Agreement.

Grant of Security Interests; Intercreditor Agreement. (a) The Issuers Company and the Guarantors: (1) shall grant a security interest in the Collateral as set forth in the Collateral Agreements to the Pari Passu Collateral Agent for the benefit of the Holders and the TrusteePari Passu Secured Parties, to secure the due and punctual payment of the principal of, premium, if any, and interest on the Notes and amounts due hereunder and under the Note Guarantees when and as the same shall be due and payable, whether at Stated Maturity thereof, on an Interest Payment Date, by acceleration, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest (to the extent permitted by law), if any, on the Notes and the performance of all other the Pari Passu Obligations of the Issuers Company and the Guarantors to the Holders, the Noteholder Collateral Agent and the Trustee under this Indenture, the Collateral Agreements, the Note Guarantees and the Notes, subject to the terms of any the Intercreditor Agreement and any other Permitted Liens; (2) hereby covenant (A) to perform and observe their obligations under the Collateral Agreements and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in Sections 4.23 through 4.27Section 4.19 (“Impairment of Security Interest”) and in this Article) required to cause the Collateral Agreements to create and maintain, as security for the Obligations contained in this Indenture, the Notes, the Collateral Agreements and the Note Guarantees valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Pari Passu Collateral Agent, superior to and prior to the rights of all third Persons, and subject to no other Liens (other than Permitted Liens), in each case, except as expressly permitted herein herein, therein or therein and shall warrant and defend in the title to the Collateral against the claims of all persons whatsoeverIntercreditor Agreement; (3) shall warrant and defend the title to the Collateral against the claims of all persons, subject to any the Intercreditor agreement Agreement and any Permitted Liens; and (4) shall do or cause to be done, at their sole cost and expense, all such actions and things as may be necessary or propernecessary, or as may be required by the provisions of the Collateral Agreements, to assure and confirm to the Pari Passu Collateral Agent the security interests in the Collateral contemplated hereby and by the Collateral Agreements, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and Note Guarantees secured hereby, according to the intent and purpose herein and therein expressed. (b) Each Holder, by its acceptance of a Note: (1) appoints the Noteholder Collateral Agent to act as its agent (and by its signature below, the Noteholder Collateral Agent accepts such appointment); (2) consents and agrees to the terms of each Collateral Agreement, as the same may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms, and authorizes and directs the Noteholder Collateral Agent to enter into the Collateral Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith; and; (3) appoints and authorizes and directs the Noteholder Collateral Agent and the Trustee to enter into the Intercreditor Agreement, and, at a future date, to enter into an Intercreditor Agreement with a First Lien any Credit Agreement Collateral Agent or any bank or financial institution that intends to provide, or is in fact providing, a Credit Agreement to the Company or any Guarantor; and, as a result thereof acknowledges that any Lien on the Collateral will thereby (4) irrevocably and at that time become contractually subordinated to any Lien held by a First Lien Collateral Agent pursuant unconditionally consents and agrees to the terms of such Intercreditor Agreement as a Lien that shall be prior set forth in the immediately succeeding clauses (A) through (C) below and instructs the Pari Passu Collateral Agent and the Trustee to any other Lien other than take all actions required with respect to the Lien held by the First Lien Collateral Agent. (c) This Article 12Notes, the Security Intercreditor Agreement and the other related Collateral Agreements (other than to give effect to such terms upon the Intercreditor Agreement) will be subject to the terms, limitations and conditions effectiveness of such provisions as set forth in any Intercreditor Agreement.therein:

Grant of Security Interests; Intercreditor Agreement. (a) The Issuers Company and the Guarantors: (1) shall grant a security interest in the Collateral as set forth in the Collateral Agreements to the Pari Passu Collateral Agent for the benefit of the Holders and the TrusteePari Passu Secured Parties, to secure the due and punctual payment of the principal of, premium, if any, and interest on the Notes and amounts due hereunder and under the Note Guarantees when and as the same shall be due and payable, whether at Stated Maturity thereof, on an Interest Payment Date, by acceleration, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest (to the extent permitted by law), if any, on the Notes and the performance of all other the Pari Passu Obligations of the Issuers Company and the Guarantors to the Holders, the Noteholder Collateral Agent and the Trustee under this Indenture, the Collateral Agreements, the Note Guarantees and the Notes, subject to the terms of any the Intercreditor Agreement and any other Permitted Liens; (2) hereby covenant (A) to perform and observe their obligations under the Collateral Agreements and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in Sections 4.23 through 4.27Section 4.19 (“Impairment of Security Interest”) and in this Article) required to cause the Collateral Agreements to create and maintain, as security for the Obligations contained in this Indenture, the Notes, the Collateral Agreements and the Note Guarantees valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Pari Passu Collateral Agent, superior to and prior to the rights of all third Persons, and subject to no other Liens (other than Permitted Liens), in each case, except as expressly permitted herein herein, therein or therein and shall warrant and defend in the title to the Collateral against the claims of all persons whatsoeverIntercreditor Agreement; (3) shall warrant and defend the title to the Collateral against the claims of all persons, subject to any the Intercreditor agreement Agreement and any Permitted Liens; and (4) shall do or cause to be done, at their sole cost and expense, all such actions and things as may be necessary or propernecessary, or as may be required by the provisions of the Collateral Agreements, to assure and confirm to the Pari Passu Collateral Agent the security interests in the Collateral contemplated hereby and by the Collateral Agreements, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and Note Guarantees secured hereby, according to the intent and purpose herein and therein expressed. (b) Each Holder, by its acceptance of a Note: (1) appoints the Noteholder Collateral Agent to act as its agent (and by its signature below, the Noteholder Collateral Agent accepts such appointment); (2) consents and agrees to the terms of each Collateral Agreement, as the same may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms, and authorizes and directs the Noteholder Collateral Agent to enter into the Collateral Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith; and (3) appoints and authorizes and directs the Noteholder Collateral Agent and the Trustee to enter into the Intercreditor Agreement, and, at a future date, to enter into an Intercreditor Agreement with any Credit Agreement Collateral Agent; or (4) any bank or financial institution that intends to provide, or is in fact providing, a First Lien Collateral Agent and, as a result thereof acknowledges that any Lien on the Collateral will thereby and at that time become contractually subordinated to any Lien held by a First Lien Collateral Agent pursuant Credit Agreement to the terms of such Intercreditor Agreement as a Lien that shall be prior to Company or any other Lien other than the Lien held by the First Lien Collateral AgentGuarantor. (c) This Article 12, the Security Agreement and the other Collateral Agreements (other than the Intercreditor Agreement) will be subject to the terms, limitations and conditions set forth in any the Intercreditor Agreement. (d) The Trustee will determine the circumstances and manner in which the Collateral will be disposed of, including, but not limited to, the determination of whether to release all or any portion of the Collateral from the Liens created by the Collateral Agreements and whether to foreclose on the Collateral following a Default or Event of Default.

Grant of Security Interests; Intercreditor Agreement. (a) The Issuers Company, the Gibraltar Subsidiary and the GuarantorsCuris: (1) shall grant a security interest in the Collateral as set forth in the Collateral Agreements to the Collateral Agent for the benefit of the Holders and the TrusteeTrustees, to secure the due and punctual payment of the principal of, premium, if any, and interest on the Notes and amounts due hereunder and under the Note Guarantees when and as the same shall be due and payable, whether at the Stated Maturity thereof, on an Interest Payment Date, by acceleration, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest (to the extent permitted by law), if any, on the Notes and the performance of all other Obligations of the Issuers Company and the Guarantors to the Holders, the Collateral Agent and the Trustee Trustees under this Indenture, the Collateral Agreements, the Note Guarantees and the Notes, subject to the terms of any the Collateral Agreements (including the Osisko Intercreditor Agreement and the Intercreditor Agreement) and any other Permitted Liens; (2) hereby covenant (A) to perform and observe their obligations under the Collateral Agreements and (B) to take any and all commercially reasonable actions (including without limitation the covenants set forth in Sections 4.23 Section 4.20 through 4.274.22 hereof and in this Article 12) required to cause the Collateral Agreements to create and maintain, as security for the Obligations contained in this Indenture, the Notes, the Collateral Agreements and the Note Guarantees Guarantees, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Collateral Agent, superior to and prior to the rights of all third Persons, and subject to no other Liens (other than Permitted Liens), in each case, except as expressly permitted herein herein, therein or therein and shall warrant and defend the title to in any of the Collateral against Agreements (including the claims of all persons whatsoeverOsisko Intercreditor Agreement and the Intercreditor Agreement); (3) shall warrant and defend the title to the Collateral against the claims of all persons, subject to any the Collateral Agreements (including the Osisko Intercreditor agreement Agreement and the Intercreditor Agreement) and any Permitted Liens; and (4) shall do or cause to be done, at their sole cost and expense, all such actions and things as may be necessary or propernecessary, or as may be required by the provisions of the Collateral Agreements, to assure and confirm to the Collateral Agent the security interests in the Collateral contemplated hereby and by the Collateral Agreements, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and Note Guarantees secured hereby, according to the intent and purpose herein and therein expressed. (b) Each Holder, by its acceptance of a Note: (1) appoints the Collateral Agent to act as its agent (and by its signature below, the Collateral Agent accepts such appointment); (2) consents and agrees to the terms of this Indenture, including, without limitation Section 6.03(b), and each Collateral Agreement, as the same may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms, and authorizes and directs the Collateral Agent to enter into the Collateral Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith; and (3) appoints and authorizes each of the Collateral Agent and the Trustee Trustees to enter into an into, deliver, perform and otherwise exercise its rights and obligations under (i) on the date hereof, the Osisko Intercreditor Agreement, and (ii) at a future date, the Intercreditor Agreement with a First Lien Collateral Agent and, as a result thereof of the entry into such Intercreditor Agreement pursuant to this clause (ii), acknowledges that any Lien on the Collateral will thereby and at that time become contractually subordinated to any Lien held by a First Lien Collateral Agent pursuant to the terms of such Intercreditor Agreement as a Lien that shall be Agreement, provided that, prior to entering into the Intercreditor Agreement, the Company shall deliver to the Collateral Agent an Officer’s Certificate to the effect that the Intercreditor Agreement is not inconsistent with the Future ICA Provisions (as defined in the Offering Memorandum under the caption “Description of the Notes—Security—Future Intercreditor Agreement”) and does not conflict with the Notes Documents in any other Lien other than material respect and an Opinion of Counsel that the Lien held execution, delivery and performance by Collateral Agent of the First Lien Intercreditor Agreement is permitted by this Indenture. Such Officer’s Certificate shall designate such intercreditor agreement as the Intercreditor Agreement. The Trustees and the Collateral Agent, may, but shall not be obligated to, enter into any such Intercreditor Agreement which adversely affects the rights, duties or immunities of the Trustees or the Collateral Agent, as applicable, under this Indenture or otherwise, as determined in the sole discretion of the Trustees or the Collateral Agent, as the case may be. (c) This Article 12, the Security Agreement 12 and the other Collateral Agreements (other than the any Intercreditor Agreement) will be subject to the terms, limitations and conditions set forth in any the Intercreditor Agreement. (d) Subject to Section 6.03, the Collateral Agent will determine the circumstances and manner in which the Collateral will be disposed of, including, but not limited to, the determination of whether to release all or any portion of the Collateral from the Liens created by the Collateral Agreements and whether to foreclose on the Collateral following an Event of Default.

Grant of Security Interests; Intercreditor Agreement. (a) The Issuers Company and the Guarantors: (1) shall grant a security interest in the Collateral as set forth in the Collateral Agreements to the Noteholder Collateral Agent for the benefit of the Holders and the Trustee, to secure the due and punctual payment of the principal of, premium, if any, and interest on the Notes and amounts due hereunder and under the Note Guarantees when and as the same shall be due and payable, whether at Stated Maturity thereof, on an Interest Payment Date, by acceleration, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest (to the extent permitted by law), if any, on the Notes and the performance of all other Obligations of the Issuers Company and the Guarantors to the Holders, the Noteholder Collateral Agent and the Trustee under this Indenture, the Collateral Agreements, the Note Guarantees and the Notes, subject to the terms of any Intercreditor Agreement and any other Permitted Liens; (2) hereby covenant (A) to perform and observe their obligations under the Collateral Agreements and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in Sections 4.23 through 4.27Section 4.20 (“Impairment of Security Interest”) and Section 4.22 (“Platinum Explorer Delivery Date”) and in this Article) required to cause the Collateral Agreements to create and maintain, as security for the Obligations contained in this Indenture, the Notes, the Collateral Agreements and the Note Guarantees valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Noteholder Collateral Agent, superior to and prior to the rights of all third Persons, and subject to no other Liens (other than Permitted Liens), in each case, except as expressly permitted herein herein, therein or therein and shall warrant and defend the title to the Collateral against the claims of all persons whatsoeverin any Intercreditor Agreement; (3) shall warrant and defend the title to the Collateral against the claims of all persons, subject to any Intercreditor agreement Agreement and any Permitted Liens; and (4) shall do or cause to be done, at their sole cost and expense, all such actions and things as may be necessary or propernecessary, or as may be required by the provisions of the Collateral Agreements, to assure and confirm to the Noteholder Collateral Agent the security interests in the Collateral contemplated hereby and by the Collateral Agreements, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and Note Guarantees secured hereby, according to the intent and purpose herein and therein expressed. (b) Each Holder, by its acceptance of a Note: (1) appoints the Noteholder Collateral Agent to act as its agent (and by its signature below, the Noteholder Collateral Agent accepts such appointment); (2) consents and agrees to the terms of each Collateral Agreement, as the same may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms, and authorizes and directs the Noteholder Collateral Agent to enter into the Collateral Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith; and (3) appoints and authorizes and directs the Noteholder Collateral Agent and the Trustee to enter enter, at a future date, into an Intercreditor Agreement with any Credit Agreement Collateral Agent; or (4) any bank or financial institution that intends to provide, or is in fact providing, a First Lien Collateral Agent and, as a result thereof acknowledges that any Lien on the Collateral will thereby and at that time become contractually subordinated to any Lien held by a First Lien Collateral Agent pursuant Credit Agreement to the terms of such Intercreditor Agreement as a Lien that shall be prior to Company or any other Lien other than the Lien held by the First Lien Collateral AgentGuarantor. (c) This Article 12, the Security Agreement and the other Collateral Agreements (other than the any Intercreditor Agreement) will be subject to the terms, limitations and conditions set forth in any Intercreditor Agreement. (d) The Trustee will determine the circumstances and manner in which the Collateral will be disposed of, including, but not limited to, the determination of whether to release all or any portion of the Collateral from the Liens created by the Collateral Agreements and whether to foreclose on the Collateral following a Default or Event of Default.

Grant of Security Interests; Intercreditor Agreement. (a) The Issuers Company and the GuarantorsGibraltar Subsidiary: (1) shall grant a security interest in the Collateral as set forth in the Collateral Agreements to the Collateral Agent for the benefit of the Holders and the TrusteeTrustees, to secure the due and punctual payment of the principal of, premium, if any, and interest on the Notes and amounts due hereunder and under the Note Guarantees when and as the same shall be due and payable, whether at the Stated Maturity thereof, on an Interest Payment Date, by acceleration, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest (to the extent permitted by law), if any, on the Notes and the performance of all other Obligations of the Issuers Company and the Guarantors to the Holders, the Collateral Agent and the Trustee Trustees under this Indenture, the Collateral Agreements, the Note Guarantees and the Notes, subject to the terms of any the Collateral Agreements (including the Osisko Intercreditor Agreement and the Intercreditor Agreement) and any other Permitted Liens; (2) hereby covenant (A) to perform and observe their obligations under the Collateral Agreements and (B) to take any and all commercially reasonable actions (including without limitation the covenants set forth in Sections 4.23 Section 4.20 through 4.274.22 hereof and in this Article 12) required to cause the Collateral Agreements to create and maintain, as security for the Obligations contained in this Indenture, the Notes, the Collateral Agreements and the Note Guarantees Guarantees, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Collateral Agent, superior to and prior to the rights of all third Persons, and subject to no other Liens (other than Permitted Liens), in each case, except as expressly permitted herein herein, therein or therein and shall warrant and defend the title to in any of the Collateral against Agreements (including the claims of all persons whatsoeverOsisko Intercreditor Agreement and the Intercreditor Agreement); (3) shall warrant and defend the title to the Collateral against the claims of all persons, subject to any the Collateral Agreements (including the Osisko Intercreditor agreement Agreement and the Intercreditor Agreement) and any Permitted Liens; and (4) shall do or cause to be done, at their sole cost and expense, all such actions and things as may be necessary or propernecessary, or as may be required by the provisions of the Collateral Agreements, to assure and confirm to the Collateral Agent the security interests in the Collateral contemplated hereby and by the Collateral Agreements, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and Note Guarantees secured hereby, according to the intent and purpose herein and therein expressed. (b) Each Holder, by its acceptance of a Note: (1) appoints the Collateral Agent to act as its agent (and by its signature below, the Collateral Agent accepts such appointment); (2) consents and agrees to the terms of this Indenture, including, without limitation Section 6.03(b), and each Collateral Agreement, as the same may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms, and authorizes and directs the Collateral Agent to enter into the Collateral Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith; and (3) appoints and authorizes each of the Collateral Agent and the Trustee Trustees to enter into an into, deliver, perform and otherwise exercise its rights and obligations under (i) on the date hereof, the Osisko Intercreditor Agreement, and (ii) at a future date, the Intercreditor Agreement with a First Lien Collateral Agent and, as a result thereof of the entry into such Intercreditor Agreement pursuant to this clause (ii), acknowledges that any Lien on the Collateral will thereby and at that time become contractually subordinated to any Lien held by a First Lien Collateral Agent pursuant to the terms of such Intercreditor Agreement as a Lien that shall be Agreement, provided that, prior to entering into the Intercreditor Agreement, the Company shall deliver to the Collateral Agent an Officer’s Certificate to the effect that the Intercreditor Agreement is not inconsistent with the Future ICA Provisions (as defined in the Offering Memorandum under the caption “Description of the Notes—Security—Future Intercreditor Agreement”) and does not conflict with the Notes Documents in any other Lien other than material respect and an Opinion of Counsel that the Lien held execution, delivery and performance by Collateral Agent of the First Lien Intercreditor Agreement is permitted by this Indenture. Such Officer’s Certificate shall designate such intercreditor agreement as the Intercreditor Agreement. The Trustees and the Collateral Agent, may, but shall not be obligated to, enter into any such Intercreditor Agreement which adversely affects the rights, duties or immunities of the Trustees or the Collateral Agent, as applicable, under this Indenture or otherwise, as determined in the sole discretion of the Trustees or the Collateral Agent, as the case may be. (c) This Article 12, the Security Agreement 12 and the other Collateral Agreements (other than the any Intercreditor Agreement) will be subject to the terms, limitations and conditions set forth in any the Intercreditor Agreement. (d) Subject to Section 6.03, the Collateral Agent will determine the circumstances and manner in which the Collateral will be disposed of, including, but not limited to, the determination of whether to release all or any portion of the Collateral from the Liens created by the Collateral Agreements and whether to foreclose on the Collateral following an Event of Default.

Grant of Security Interests; Intercreditor Agreement. (a) The Issuers Company and the Guarantors: (1) shall grant a security interest or mortgage lien, as applicable, in the Collateral as set forth in the Collateral Agreements Security Documents to the Noteholder Collateral Agent for the benefit of the Holders Holders, the Trustee and the Trustee, Noteholder Collateral Agent to secure the due and punctual payment of the principal of, premium, if any, and interest on Notes Obligations (as defined in the Notes and amounts due hereunder and under the Note Guarantees when and as the same shall be due and payable, whether at Stated Maturity thereof, on an Interest Payment Date, by acceleration, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest (to the extent permitted by law), if any, on the Notes Security Agreement) and the performance of all other Obligations of the Issuers Company and the Guarantors to the Holders, the Noteholder Collateral Agent and the Trustee under this Indenture, the Collateral Agreements, Notes Documents (as defined in the Note Guarantees and the NotesSecurity Agreement), subject to the terms of any the Intercreditor Agreement Agreement, this Indenture and any other Permitted Liens; (2) hereby covenant (A) to perform and observe their obligations under the Collateral Agreements Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in Sections 4.23 through 4.27the Security Documents and in this Article) required to cause the Collateral Agreements Security Documents to create and maintain, as security for the Obligations contained in this Indenturethe Notes Documents, the Notes, the Collateral Agreements and the Note Guarantees valid and enforceableenforceable and (in the case of security interests on personal property) perfected, perfected (in each case except as expressly provided herein or therein) , security interests or mortgage liens, as applicable, in and on all the Collateral, in favor of the Noteholder Collateral Agent, superior to and prior to the rights of all third Persons, Persons except for Permitted Liens and subject to no other Liens, so long as the Intercreditor Agreement is in each case, full force and effect except as expressly permitted herein or therein otherwise provided in the Intercreditor Agreement and shall warrant and defend as may otherwise be limited by the title to terms of the Collateral against the claims of all persons whatsoever; (3) shall warrant and defend the title to the Collateral against the claims of all persons, subject to any Intercreditor agreement and any Permitted LiensSecurity Documents; and (43) shall do or cause to be done, at their sole cost and expense, all such actions and things as may be necessary or proper, or as may be required by the provisions of the Collateral AgreementsSecurity Documents, to assure and confirm to the Noteholder Collateral Agent the security interests in the Collateral contemplated hereby and by the Collateral AgreementsSecurity Documents, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and Note Guarantees secured hereby, Documents according to the intent and purpose herein and therein expressed. (b) Each Holder, by its acceptance of a Note: (1) appoints the Noteholder Collateral Agent to act as its agent (and by its signature below, the Noteholder Collateral Agent accepts such appointment); (2) consents and agrees to the terms of each Collateral Agreementof the Security Documents, as the same may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms, and authorizes and directs the Noteholder Collateral Agent to enter into the Collateral Agreements Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith; and (3) appoints and appoints, authorizes and, upon the Company’s request, directs the Noteholder Collateral Agent and to enter, at any time including a future date, into the Trustee to enter into an Intercreditor Agreement with a First Lien the ABL Agent acting for the benefit of financial institutions that become party to the Credit Agreement, in form and substance reasonably satisfactory to the Noteholder Collateral Agent. In connection with entering into the Intercreditor Agreement pursuant to clause (3) of the preceding sentence or any Control Agreement (as defined in the Security Agreement) pursuant to clause (2) of the preceding sentence, the Noteholder Collateral Agent andshall be entitled to receive and rely on, an Officers' Certificate and an Opinion of Counsel pursuant to Sections 13.04 and 13.05 that the entry into the Intercreditor Agreement or such Control Agreement complies with the conditions relating thereto contained in this Indenture or in the Security Agreement, as a result thereof acknowledges that any Lien on the Collateral will thereby and at that time become contractually subordinated to any Lien held by a First Lien Collateral Agent pursuant to the terms of such Intercreditor Agreement as a Lien that shall be prior to any other Lien other than the Lien held by the First Lien Collateral Agentapplicable. (c) This Article 12, the Security Agreement and the other Collateral Agreements Security Documents (other than the Intercreditor Agreement) will be subject to the terms, limitations and conditions set forth in any the Intercreditor Agreement. (d) Subject to the terms of the Security Documents and this Indenture, the Trustee will determine and will direct the Noteholder Collateral Agent as to the circumstances and manner in which the Collateral will be disposed of and how remedies against Collateral are to be exercised during the continuance of an Event of Default, including, but not limited to, the determination of whether to release all or any portion of the Collateral from the Liens created by the Security Documents and whether to foreclose on the Collateral following a Default or Event of Default; provided that the foregoing shall not prevent the Company or any of its Subsidiaries from disposing of Collateral as expressly permitted under the provisions of this Indenture and the Security Documents.

Grant of Security Interests; Intercreditor Agreement. (a) The Issuers Company and the Guarantors: (1) shall grant a security interest in the Collateral as set forth in the Collateral Agreements Security Documents to the Collateral Agent for the benefit of the Holders Holders, the Trustee and the Trustee, Collateral Agent to secure the due and punctual payment of the principal of, premium, if any, and interest on the Notes and amounts due hereunder and under the Note Guarantees when and as the same shall be due and payable, whether at Stated Maturity thereof, on an Interest Payment Date, by acceleration, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest (to the extent permitted by law), if any, on the Notes and the performance of all other Obligations of the Issuers Company and the Guarantors to the Holders, the Collateral Agent and the Trustee under this Indenture, the Collateral AgreementsSecurity Documents, the Note Guarantees and the Notes, subject to the terms of any the Intercreditor Agreement and any other Permitted Collateral Liens; (2) hereby covenant (A) to enter into and perform and observe their obligations under the Collateral Agreements and Security Documents, (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in Sections 4.23 through 4.27the Security Documents and in this Article) required to cause the Collateral Agreements Security Documents to create and maintain, as security for the Obligations contained in this Indenture, the Notes, the Collateral Agreements Security Documents and the Note Guarantees valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Collateral Agent, superior to and prior to the rights of all third PersonsPersons other than the collateral agent for the Takeout Credit Facility, and subject to no other Liens (other than Permitted Collateral Liens), and (C) to cause all cash that may be repatriated from bank accounts in PRC to be deposited only into such bank accounts for which a security interest has been perfected in favor of the Collateral Agent for the benefit of the Holders, the Trustee and the Collateral Agent, in each case, except as expressly permitted herein or therein and shall warrant and defend (including, without limitation, in the title to the Collateral against the claims of all persons whatsoever; (3) shall warrant and defend the title to the Collateral against the claims of all persons, subject to any Intercreditor agreement and any Permitted LiensAgreement); and (43) shall do or cause to be done, at their sole cost and expense, all such actions and things as may be necessary or propernecessary, or as may be required by the provisions of the Collateral AgreementsSecurity Documents, to assure and confirm to the Collateral Agent the security interests in the Collateral contemplated hereby and by the Collateral AgreementsSecurity Documents, as from time to time constituted, so as to render the same Collateral available for the security and benefit of this Indenture and of the Notes and Note Guarantees secured hereby, according to the intent and purpose herein and therein expressed. (b) Each Holder, by its acceptance of a Note: (1) appoints the Collateral Agent to act as its agent (and by its signature below, the Collateral Agent accepts such appointment); (2) consents and agrees to the terms of each Collateral AgreementSecurity Document, as the same may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms, and authorizes and directs the Collateral Agent to enter into the Collateral Agreements Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith; and (3) appoints and authorizes the Collateral Agent and to enter, at any time including a future date, into the Trustee to enter into an Intercreditor Agreement with a First Lien Collateral Agent and, as a result thereof acknowledges that any Lien on the Collateral will thereby and at that time become contractually subordinated to any Lien held by a First Lien Collateral Agent pursuant to the terms of such Intercreditor Agreement as a Lien that shall be prior to any other Lien other than the Lien held by the First Lien Collateral AgentAgreement. (c) This Indenture, including this Article 1213, the Security Agreement Notes, the Note Guarantees and the other Collateral Agreements Security Documents (other than the Intercreditor Agreement) will be subject to the terms, limitations and conditions set forth in any the Intercreditor Agreement. (d) Subject to the terms of this Indenture and the Security Documents, the Collateral Agent will determine the circumstances and manner in which the Collateral will be disposed of, including, but not limited to, the determination of whether to release all or any portion of the Collateral from the Liens created by the Security Documents and whether to foreclose on the Collateral following a Default or Event of Default.

Grant of Security Interests; Intercreditor Agreement. (a) The Issuers Company and the Guarantors: (1) shall grant a security interest in the Collateral as set forth in the Collateral Agreements to the Noteholder Collateral Agent for the benefit of the Holders and the Trustee, to secure the due and punctual payment of the principal of, premium, if any, and interest on the Notes and amounts due hereunder and under the Note Guarantees when and as the same shall be due and payable, whether at Stated Maturity thereof, on an Interest Payment Date, by acceleration, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest (to the extent permitted by law), if any, on the Notes and the performance of all other Obligations of the Issuers Company and the Guarantors to the Holders, the Noteholder Collateral Agent and the Trustee under this Indenture, the Collateral Agreements, the Note Guarantees and the Notes, subject to the terms of any Intercreditor Agreement and any other Permitted Liens; (2) hereby covenant (A) to perform and observe their obligations under the Collateral Agreements and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in Sections Section 4.20 (“Impairment of Security Interest”), Section 4.23 through 4.27(“Topaz Driller Delivery Date”) and Section 4.24 (“Post-Topaz Driller Delivery Date”) and in this Article) required to cause the Collateral Agreements to create and maintain, as security for the Obligations contained in this Indenture, the Notes, the Collateral Agreements and the Note Guarantees valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Noteholder Collateral Agent, superior to and prior to the rights of all third Persons, and subject to no other Liens (other than Permitted Liens), in each case, except as expressly permitted herein herein, therein or therein and shall warrant and defend the title to the Collateral against the claims of all persons whatsoeverin any Intercreditor Agreement; (3) shall warrant and defend the title to the Collateral against the claims of all persons, subject to any Intercreditor agreement Agreement and any Permitted Liens; and (4) shall do or cause to be done, at their sole cost and expense, all such actions and things as may be necessary or propernecessary, or as may be required by the provisions of the Collateral Agreements, to assure and confirm to the Noteholder Collateral Agent the security interests in the Collateral contemplated hereby and by the Collateral Agreements, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and Note Guarantees secured hereby, according to the intent and purpose herein and therein expressed. (b) Each Holder, by its acceptance of a Note: (1) appoints the Noteholder Collateral Agent to act as its agent (and by its signature below, the Noteholder Collateral Agent accepts such appointment); (2) consents and agrees to the terms of each Collateral Agreement, as the same may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms, and authorizes and directs the Noteholder Collateral Agent to enter into the Collateral Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith; and (3) appoints and authorizes the Noteholder Collateral Agent and the Trustee to enter enter, at a future date, into an Intercreditor Agreement with a First Lien an LC Collateral Agent andAgent; or (4) any bank or financial institution that intends to provide, as a result thereof acknowledges that any Lien on the Collateral will thereby and at that time become contractually subordinated to any Lien held by a First Lien Collateral Agent pursuant or is in fact providing, an LC Facility to the terms of such Intercreditor Agreement as a Lien that shall be prior to Company or any other Lien other than the Lien held by the First Lien Collateral AgentGuarantor. (c) This Article 12, the Security Agreement and the other Collateral Agreements (other than the any Intercreditor Agreement) will be subject to the terms, limitations and conditions set forth in any Intercreditor Agreement. (d) The Trustee will determine the circumstances and manner in which the Collateral will be disposed of, including, but not limited to, the determination of whether to release all or any portion of the Collateral from the Liens created by the Collateral Agreements and whether to foreclose on the Collateral following a Default or Event of Default.

Grant of Security Interests; Intercreditor Agreement. (a) The Issuers Company and the Guarantors: (1) shall grant a security interest or mortgage lien, as applicable, in the Collateral as set forth in the Collateral Agreements Security Documents to the Noteholder Collateral Agent for the benefit of the Holders Holders, the Trustee and the Trustee, Noteholder Collateral Agent to secure the due and punctual payment of the principal of, premium, if any, and interest on Notes Obligations (as defined in the Notes and amounts due hereunder and under the Note Guarantees when and as the same shall be due and payable, whether at Stated Maturity thereof, on an Interest Payment Date, by acceleration, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest (to the extent permitted by law), if any, on the Notes Security Agreement) and the performance of all other Obligations of the Issuers Company and the Guarantors to the Holders, the Noteholder Collateral Agent and the Trustee under this Indenture, the Collateral Agreements, Notes Documents (as defined in the Note Guarantees and the NotesSecurity Agreement), subject to the terms of any the Intercreditor Agreement Agreement, this Indenture and any other Permitted Liens; (2) hereby covenant (A) to perform and observe their obligations under the Collateral Agreements Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in Sections 4.23 through 4.27the Security Documents and in this Article) required to cause the Collateral Agreements Security Documents to create and maintain, as security for the Obligations contained in this Indenturethe Notes Documents, the Notes, the Collateral Agreements and the Note Guarantees valid and enforceableenforceable and (in the case of security interests on personal property) perfected, perfected (in each case except as expressly provided herein or therein) , security interests or mortgage liens, as applicable, in and on all the Collateral, in favor of the Noteholder Collateral Agent, superior to and prior to the rights of all third Persons, Persons except for Permitted Liens and subject to no other Liens, so long as the Intercreditor Agreement is in each case, full force and effect except as expressly permitted herein or therein otherwise provided in the Intercreditor Agreement and shall warrant and defend as may otherwise be limited by the title to terms of the Collateral against the claims of all persons whatsoever; (3) shall warrant and defend the title to the Collateral against the claims of all persons, subject to any Intercreditor agreement and any Permitted LiensSecurity Documents; and (43) shall do or cause to be done, at their sole cost and expense, all such actions and things as may be necessary or proper, or as may be required by the provisions of the Collateral AgreementsSecurity Documents, to assure and confirm to the Noteholder Collateral Agent the security interests in the Collateral contemplated hereby and by the Collateral AgreementsSecurity Documents, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and Note Guarantees secured hereby, Documents according to the intent and purpose herein and therein expressed. (b) Each Holder, by its acceptance of a Note: (1) appoints the Noteholder Collateral Agent to act as its agent (and by its signature below, the Noteholder Collateral Agent accepts such appointment); (2) consents and agrees to the terms of each Collateral Agreementof the Security Documents, as the same may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms, and authorizes and directs the Noteholder Collateral Agent to enter into the Collateral Agreements Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith; and (3) appoints and appoints, authorizes and, upon the Company’s request, directs the Noteholder Collateral Agent and the Trustee to enter into an on the date of this Indenture the Intercreditor Agreement. In connection with entering into any Control Agreement with a First Lien (as defined in the Security Agreement) pursuant to clause (2) of the preceding sentence, the Noteholder Collateral Agent andshall be entitled to receive and rely on, an Officers’ Certificate and an Opinion of Counsel pursuant to Sections 13.04 and 13.05 that the entry into such Control Agreement complies with the conditions relating thereto contained in this Indenture or in the Security Agreement, as a result thereof acknowledges that any Lien on the Collateral will thereby and at that time become contractually subordinated to any Lien held by a First Lien Collateral Agent pursuant to the terms of such Intercreditor Agreement as a Lien that shall be prior to any other Lien other than the Lien held by the First Lien Collateral Agentapplicable. (c) This Article 12, the Security Agreement and the other Collateral Agreements Security Documents (other than the Intercreditor Agreement) will shall be subject to the terms, limitations and conditions set forth in any the Intercreditor Agreement. Notwithstanding anything herein to the contrary and subject to the terms of the Intercreditor Agreement, any requirement in this Indenture for the delivery of possession or control to the Noteholder Collateral Agent of such Collateral shall be deemed to have been satisfied as set forth in Section 2.4 of the Security Agreement. (d) Subject to the terms of the Security Documents and this Indenture, the Trustee shall determine and shall direct the Noteholder Collateral Agent as to the circumstances and manner in which the Collateral shall be disposed of and how remedies against Collateral are to be exercised during the continuance of an Event of Default, including, but not limited to, the determination of whether to release all or any portion of the Collateral from the Liens created by the Security Documents and whether to foreclose on the Collateral following a Default or Event of Default; provided that the foregoing shall not prevent the Company or any of its Subsidiaries from disposing of Collateral as expressly permitted under the provisions of this Indenture and the Security Documents.