Common use of Impairment of Security Interest Clause in Contracts

Impairment of Security Interest. Subject to the Intercreditor Agreement with respect to the Collateral (other than the Foreign Collateral), neither the Company nor any of its Restricted Subsidiaries will take or omit to take any action which would adversely affect or impair in any material respect the Liens in favor of the Collateral Agent with respect to the Collateral. Neither the Company nor any of its Restricted Subsidiaries shall grant to any Person (other than the Collateral Agent), or permit any Person (other than the Collateral Agent), to retain any interest whatsoever in the Collateral other than Permitted Liens. Neither the Company nor any of its Restricted Subsidiaries will enter into any agreement that requires the proceeds received from any sale of Collateral to be applied to repay, redeem, defease or otherwise acquire or retire any Indebtedness of any Person, other than as permitted by this Indenture, the Notes, the Intercreditor Agreement with respect to the Collateral (other than the Foreign Collateral) and the Collateral Agreements. The Company shall, and shall cause each such Restricted Subsidiary to, at their sole cost and expense, execute and deliver all such agreements and instruments as the Collateral Agent or the Trustee shall reasonably request to more fully or accurately describe the property intended to be Collateral or the obligations intended to be secured by the Collateral Agreements. The Company shall, and shall cause each such Restricted Subsidiary to, at their sole cost and expense, file any such notice filings or other agreements or instruments as may be reasonably necessary or desirable under applicable law to perfect the Liens created by the Collateral Agreements at such times and at such places as the Collateral Agent or the Trustee may reasonably request. Notwithstanding anything to the contrary in this covenant, the Company shall not be required to use more than its reasonable best efforts to cause a Lien to be granted on any assets acquired after the Issue Date by any of its Foreign Restricted Subsidiaries to secure the Notes and the Guarantees and in any event, the Company shall have no such obligation and no such Lien shall be granted if the Company determines, in the good faith exercise of its sole discretion, that such Lien could in any way result (in the year such Lien is obtained or would be deemed to be obtained, or in any other year) in an adverse tax consequence of any kind to the Company or any successor entity.

Impairment of Security Interest. Subject Neither the Company nor any Guarantor will be permitted to take any action, or omit to take any action, which action or omission might or would have the Intercreditor Agreement result of materially impairing the security interest with respect to the Collateral (other than for the Foreign Collateral), neither the Company nor any of its Restricted Subsidiaries will take or omit to take any action which would adversely affect or impair in any material respect the Liens in favor benefit of the Noteholder Collateral Agent with respect to Agent, the CollateralTrustee and the Holders of the Notes except as expressly set forth in this Indenture or the Collateral Agreements. Neither the Company nor the Guarantors will take any action or otherwise attempt to enforce any claim or maritime Lien against any Vessel that has priority over any claim or Lien of its Restricted Subsidiaries shall grant to any Person (other than the Noteholder Collateral Agent), the Trustee and the Holders of the Notes in respect of any Collateral, including any such claims or permit any Person (other than the Collateral Agent), to retain any interest whatsoever in the Collateral other than Permitted LiensLiens arising under Ship Mortgages. Neither the Company nor any of its Restricted Subsidiaries will enter into any agreement that requires the proceeds received from any sale of Collateral to be applied to repay, redeem, defease or otherwise acquire or retire any Indebtedness of any Person, other than as permitted by this Indenture, the Notes, the Intercreditor Agreement with respect to the Collateral (other than the Foreign Collateral) Indenture and the Collateral Agreements. The Company shall, and it shall cause each such Restricted Subsidiary Guarantor to, at their its sole cost and expense, execute and deliver all such agreements and instruments and take all further action as the Noteholder Collateral Agent or the Trustee shall reasonably request to more fully or accurately describe the property intended to be Collateral or the obligations intended to be secured by the Collateral Agreements. The Company shall, and it shall cause each such Restricted Subsidiary Guarantor to, at their its sole cost and expense, file any such notice filings or other agreements or instruments as may be reasonably necessary or desirable under applicable law to perfect the Liens created by the Collateral Agreements at such times Agreements. Any release of Collateral in accordance with Section 12.03 (“Release of Collateral”) and at such places as the Collateral Agent or the Trustee may reasonably request. Notwithstanding anything to the contrary in this covenant, the Company shall Agreements will not be required to use more than its reasonable best efforts to cause a Lien to be granted on any assets acquired after the Issue Date by any of its Foreign Restricted Subsidiaries to secure the Notes and the Guarantees and in any event, the Company shall have no such obligation and no such Lien shall be granted if the Company determines, in the good faith exercise of its sole discretion, that such Lien could in any way result (in the year such Lien is obtained or would be deemed to be obtainedimpair the security under this Indenture, and any appraiser or other expert may rely on such provision in any delivering a certificate requesting release so long as all other year) in an adverse tax consequence provisions of any kind this Indenture with respect to the Company or any successor entitysuch release have been complied with.

Impairment of Security Interest. Subject to the Intercreditor Agreement with respect to the Collateral (other than the Foreign Collateral), neither Neither the Company nor any of its Restricted Subsidiaries will take or omit to take any action which would adversely affect or impair in any material respect the Liens in favor of the Noteholder Collateral Agent with respect to the Collateral. Neither the Company nor any of its Restricted Subsidiaries shall grant to any Person (other than , except as otherwise permitted or required by the Collateral Agent), Agreements or permit any Person (other than the Collateral Agent), to retain any interest whatsoever in the Collateral other than Permitted Liensthis Indenture. Neither the Company nor any of its Restricted Subsidiaries will enter into any agreement that requires the proceeds received from any sale of Collateral to be applied to repay, redeem, defease or otherwise acquire or retire any Indebtedness of any Person, other than as permitted by this Indenture, the Notes, the Intercreditor Agreement with respect to the Collateral (other than the Foreign Collateral) Indenture and the Collateral Agreements. The Company shall, and it shall cause each such Restricted Subsidiary Guarantor to, at their its sole cost and expense, execute and deliver all such agreements and instruments and take all further action as the Noteholder Collateral Agent or the Trustee shall reasonably request to more fully or accurately describe the property intended to be Collateral or the obligations intended to be secured by the Collateral Agreements. The Company shall, and it shall cause each such Restricted Subsidiary Guarantor to, at their its sole cost and expense, file any such notice filings or other agreements or instruments as may be reasonably necessary or desirable under applicable law to perfect the Liens created by the Collateral Agreements at such times Agreements. Any release of Collateral in accordance with Section 12.03 (“Release of Collateral”), and at such places as the Collateral Agent or the Trustee may reasonably request. Notwithstanding anything to the contrary in this covenant, the Company shall Agreements will not be required to use more than its reasonable best efforts to cause a Lien to be granted on any assets acquired after the Issue Date by any of its Foreign Restricted Subsidiaries to secure the Notes and the Guarantees and in any event, the Company shall have no such obligation and no such Lien shall be granted if the Company determines, in the good faith exercise of its sole discretion, that such Lien could in any way result (in the year such Lien is obtained or would be deemed to be obtainedimpair the security under this Indenture, and any appraiser or other expert may rely on such provision in any delivering a certificate requesting release so long as all other year) in an adverse tax consequence provisions of any kind this Indenture with respect to the Company or any successor entitysuch release have been complied with.

Impairment of Security Interest. Subject to the Intercreditor Agreement with respect to the Collateral (other than the Foreign Collateral), neither Neither the Company nor any of its Restricted Subsidiaries will take or omit to take any action which would materially adversely affect or impair in any material respect the Liens in favor of the Collateral Agent Holders with respect to the Collateral. Neither the Company nor any of its Restricted Subsidiaries shall grant to any Person (other than the Collateral Agent)Person, or permit any Person to retain (other than the Collateral AgentHolders), to retain any interest whatsoever in the Collateral other than Permitted Liens. Neither the Company nor any of its Restricted Subsidiaries will enter into any agreement that requires the proceeds received from any sale of Collateral to be applied to repay, redeem, defease or otherwise acquire or retire any Indebtedness of any Person, other than as permitted by this Indenturethe Note, the Notes, Security Documents and the Intercreditor Agreement with respect to the Collateral (other than the Foreign Collateral) and the Collateral AgreementsAgreement. The Company shall, and shall cause each such Restricted Subsidiary Guarantor to, at their sole cost and expense, execute and deliver all such agreements and instruments as the Collateral Agent or Holders of a majority in principal amount of the Trustee outstanding Notes shall reasonably request to more fully or accurately describe the property intended to be Collateral or the obligations intended to be secured by the Collateral AgreementsSecurity Documents. The Company shall, and shall cause each such Restricted Subsidiary of the Company to, at their sole cost and expense, file any such notice filings or other agreements or instruments as may be reasonably necessary or desirable required under applicable law to perfect the Liens created by the Collateral Agreements Security Documents at such times and at such places as the Collateral Agent or Holders of a majority in principal amount of the Trustee outstanding Notes may reasonably request. Notwithstanding anything to , except that mortgage liens on Collateral comprised of real property shall be recorded by the contrary in this covenantCollateral Agent at the Holders’ expense, the Company shall including, but not be required to use more than its reasonable best efforts to cause a Lien limited to, any and all mortgage recording taxes to be granted on any assets acquired after paid in connection with the Issue Date by any recordation of its Foreign Restricted Subsidiaries to secure the Notes and the Guarantees and in any event, the Company shall have no such obligation and no such Lien shall be granted if the Company determines, in the good faith exercise of its sole discretion, that such Lien could in any way result (in the year such Lien is obtained or would be deemed to be obtained, or in any other year) in an adverse tax consequence of any kind to the Company or any successor entityMortgages.

Impairment of Security Interest. Subject to the Intercreditor Agreement with respect to the Collateral (other than the Foreign Collateral), neither the Company No Issuer nor any of its Restricted Subsidiaries will Guarantor may take or knowingly omit to take any action which would adversely affect or materially impair in any material respect the Liens in favor of the Collateral Agent Agent, on behalf of itself, the Trustee and the Holders, with respect to any material portion of the Collateral. Neither Collateral securing the Notes or any Guarantee either the U.S. Notes, the Domestic Guarantees and the Company Guarantee or the Dutch Notes and the Foreign Guarantees. No Issuer nor any of its Restricted Subsidiaries shall Guarantor may grant to any Person (other than the Collateral Agent), or permit any Person (other than the Collateral Agent), ) to retain any interest whatsoever in the Collateral other than Permitted LiensLiens or as otherwise permitted by this Indenture. Neither the Company No Issuer nor any of its Restricted Subsidiaries will Guarantor may enter into any agreement that requires the proceeds received from any sale of Collateral to be applied to repay, redeem, defease or otherwise acquire or retire any Indebtedness of any Person, other than as permitted by this Indenture, the Notes, the Intercreditor Agreement with respect to the Collateral (other than the Foreign Collateral) Notes and the Collateral Agreements, subject to the terms of the Intercreditor Agreement (as it relates to the Domestic Collateral). The Company shall, Each Issuer and shall cause each such Restricted Subsidiary toGuarantor will, at their its sole cost and expense, execute and deliver all such agreements and instruments as the Collateral Agent or the Trustee shall reasonably request to more fully or accurately describe the property intended to be Collateral or the obligations intended to be secured by the Collateral Agreements. The Company shall, Each Issuer and shall cause each such Restricted Subsidiary toGuarantor will, at their its sole cost and expense, file any such notice filings or other agreements or instruments as may be reasonably necessary or desirable required under applicable law to perfect the Liens created by the Collateral Agreements at such times and at such places as the Collateral Agent or the Trustee may reasonably request. Notwithstanding anything Agreements, subject to the contrary in this covenant, the Company shall not be required to use more than its reasonable best efforts to cause a Lien to be granted on any assets acquired after the Issue Date by any of its Foreign Restricted Subsidiaries to secure the Notes and the Guarantees and in any event, the Company shall have no such obligation and no such Lien shall be granted if the Company determines, in the good faith exercise of its sole discretion, that such Lien could in any way result (in the year such Lien is obtained or would be deemed to be obtained, or in any other year) in an adverse tax consequence of any kind to the Company or any successor entityPermitted Liens.

Impairment of Security Interest. Subject to the Intercreditor Agreement with respect to the Collateral (other than the Foreign Collateral), neither Neither the Company nor any of its Restricted Subsidiaries will take or omit to take any action which would adversely affect or impair in any material respect the Liens in favor of the Collateral Agent Agent, on behalf of itself, the Trustee and the holders of the Notes, with respect to the Collateral. Neither the Company nor any of its Restricted Subsidiaries shall grant to any Person, or permit any Person to retain (other than the Collateral Agent), or permit any Person (other than the Collateral Agent), to retain any interest whatsoever in the Collateral other than Permitted LiensLiens or the Liens permitted under SECTION 4.18. Neither the Company nor any of its Restricted Subsidiaries will enter into any agreement that requires the proceeds received from any sale of Collateral to be applied to repay, redeem, defease or otherwise acquire or retire any Indebtedness of any Person, other than as permitted by this the Indenture, the Notes, the Intercreditor Agreement with respect to the Collateral (other than the Foreign Collateral) and the Collateral Agreements. The Company shall, and shall cause each such Restricted Subsidiary Guarantor to, at their sole cost and expense, execute and deliver all such agreements and instruments as the Collateral Agent or the Trustee shall reasonably request to more fully or accurately describe the property intended to be Collateral or the obligations intended to be secured by the Collateral Agreements. The Company shall, and shall cause each such Restricted Subsidiary to, at their sole cost and expense, file any such notice filings or other agreements or instruments as may be reasonably necessary or desirable under applicable law to perfect the Liens created by the Collateral Agreements at such times and at such places as the Collateral Agent or the Trustee may reasonably request. Notwithstanding anything The Company shall take all necessary action to grant to the contrary Collateral Agent a perfected security interest in this covenant, and to the Collateral located in Sweden as soon as practicable. In the event that the Company fails to comply with the foregoing provision, then additional interest shall accrue on the Notes at a rate 0.50% per annum if such action has not be required to use more than its reasonable best efforts to cause a Lien to be granted on any assets acquired been completed within 30 business days after the Issue Date, increasing by an additional 0.25% per annum if such action has not been completed within 60 business days after the Issue Date and by any an additional 0.25% per annum (for a total increase of its Foreign Restricted Subsidiaries 1.00% per annum) if such action has not been completed within 90 business days after the Issue Date. All such additional interest shall cease to secure the Notes and the Guarantees and in any event, the Company shall have no such obligation and no such Lien shall be granted if the Company determines, in the good faith exercise accrue upon completion of its sole discretion, that such Lien could in any way result (in the year such Lien is obtained or would be deemed to be obtained, or in any other year) in an adverse tax consequence of any kind to the Company or any successor entityall necessary action.

Impairment of Security Interest. Subject to the Intercreditor Agreement with respect to the Collateral (other than the Foreign Collateral)Security Documents, neither the Company nor any of its Restricted Subsidiaries will take any action, or omit to take any action the omission to take which would would, adversely affect or impair in any material respect the Liens in favor of the Collateral Agent Trustee with respect to the Collateral. Neither the Company nor any of its Restricted Domestic Subsidiaries shall grant to any Person (other than the Collateral AgentCredit Agent or the Trustee or the Holders), or permit any Person (other than the Collateral Agent)Credit Agent or the Trustee or the Holders) to retain, to retain any interest whatsoever in Lien on the Collateral other than Permitted Liens. Neither the Company nor any of its Restricted Subsidiaries will enter into any agreement that requires the proceeds received from any sale of Collateral to be applied to repay, redeem, defease or otherwise acquire or retire any Indebtedness of any Person, other than as expressly permitted by this Indenture, the Notes, the Intercreditor Agreement with respect to the Collateral (other than the Foreign Collateral) and the Collateral AgreementsSecurity Documents. The Company shall, and shall cause each such Restricted Subsidiary Guarantor to, at their sole cost and expense, execute and deliver all such agreements and instruments as the Collateral Agent or the Trustee shall reasonably request to more fully or accurately describe the property and assets intended to be Collateral or the obligations intended to be secured by the Collateral AgreementsSecurity Documents or to effect or preserve the grant of the Liens intended to be created by the Security Documents. The Company shall, and shall cause each such Restricted Subsidiary Guarantor to, at their sole cost and expense, file any such notice filings or other agreements or instruments instruments, and take all such other actions, as may be reasonably necessary or desirable under applicable law law, or as the Trustee may request, to perfect the Liens created by the Collateral Agreements Security Documents at such times and at such places as the Collateral Agent or the Trustee may reasonably request. Notwithstanding anything to the contrary in this covenant, the Company shall not be required to use more than its reasonable best efforts to cause a Lien to be granted on any assets acquired after the Issue Date by any of its Foreign Restricted Subsidiaries to secure the Notes and the Guarantees and in any event, the Company shall have no such obligation and no such Lien shall be granted if the Company determines, in the good faith exercise of its sole discretion, that such Lien could in any way result (in the year such Lien is obtained or would be deemed to be obtained, or in any other year) in an adverse tax consequence of any kind to the Company or any successor entity.

Impairment of Security Interest. Subject to the Intercreditor Agreement with respect to the Collateral (other than the Foreign Collateral)Agreement, neither the Company nor any of its Restricted Subsidiaries will take or omit to take any action which would adversely affect or impair in any material respect the Liens in favor of the Collateral Agent with respect to the Collateral. Neither , except as otherwise permitted or required by the Company nor any of its Restricted Subsidiaries shall grant to any Person (other than the Collateral Agent), Security Documents or permit any Person (other than the Collateral Agent), to retain any interest whatsoever in the Collateral other than Permitted Liens. Neither the Company nor any of its Restricted Subsidiaries will enter into any agreement that requires the proceeds received from any sale of Collateral to be applied to repay, redeem, defease or otherwise acquire or retire any Indebtedness of any Person, other than as permitted by this Indenture, the Notes, the Intercreditor Agreement with respect to the Collateral (other than the Foreign Collateral) and the Collateral Agreements. The Company shall, and shall cause each such Restricted Subsidiary Guarantor to, at their its sole cost and expense, execute and deliver all such agreements and instruments as the Collateral Agent or the Trustee shall reasonably request to more fully or accurately describe the property intended to be Collateral or the obligations intended to be secured by the Security Documents (although neither the Collateral AgreementsAgent nor the Trustee shall have any obligation to so request). The Company shall, and shall cause each such Restricted Subsidiary Guarantor to, at their its sole cost and expense, file any such notice filings or other agreements or instruments as may be reasonably necessary or desirable under applicable law to perfect the Liens created by the Collateral Agreements Security Documents, or at such other times and at such other places as the Collateral Agent or the Trustee may reasonably request. Notwithstanding anything to request (although neither the contrary in this covenant, Collateral Agent nor the Company shall not be required to use more than its reasonable best efforts to cause a Lien to be granted on any assets acquired after the Issue Date by any of its Foreign Restricted Subsidiaries to secure the Notes and the Guarantees and in any event, the Company Trustee shall have no such any obligation and no such Lien shall be granted if the Company determines, in the good faith exercise of its sole discretion, that such Lien could in any way result (in the year such Lien is obtained or would be deemed to be obtained, or in any other year) in an adverse tax consequence of any kind to so request). At least 30 days before the Company or any successor entityGuarantor changes its name or changes its state of incorporation, formation or organization, the Company and each applicable Guarantor will notify the Trustee and, at its expense, prior to any such action, the Company will cause to be delivered to the Trustee an Opinion of Counsel, in form and substance satisfactory to the Trustee, to the effect that all financing statements and amendments or supplements thereto, continuation statements and other documents required to be filed or recorded in order to perfect and protect the lien of the collateral have been filed or recorded in each office necessary for such purpose, all fees and taxes, if any, payable in connection with such filings or recordations have been paid in full, such action will not adversely affect the perfection or priority of the lien on any portion of the collateral.

Impairment of Security Interest. Subject to the Intercreditor Agreement with respect to the Collateral (other than the Foreign Collateral)Agreement, and except as otherwise provided in this Indenture, neither the Company nor any of its Restricted Subsidiaries will take or omit to take any action which would adversely affect or impair in any material respect the Liens Security Interests in favor of the Collateral Agent Agent, on behalf of itself, the Trustee and the Holders, with respect to the Collateral. Neither the Company nor any of its Restricted Subsidiaries shall grant to any Person (other than to the Collateral AgentAgent on behalf of itself, the Trustee and the Holders), or permit any Person to retain (other than the Collateral AgentTrustee), to retain any interest whatsoever in the Collateral other than Liens on the Collateral securing the Senior Credit Facility and Permitted Liens. Neither the Company nor any of its Restricted Subsidiaries will enter into any agreement that requires the proceeds received from any sale of Collateral to be applied to repay, redeem, defease or otherwise acquire or retire any Indebtedness of any Person, other than as permitted or required by this Indenture, the Senior Credit Facility, the Notes, the Intercreditor Agreement with respect to the Collateral (other than the Foreign Collateral) Agreement, and the Collateral Agreements. The Company shall, and shall cause each such Restricted Subsidiary Guarantor to, at their sole cost and expense, execute and deliver all such agreements and instruments as the Collateral Agent or the Trustee shall reasonably request to more fully or accurately describe the property intended to be Collateral or the obligations intended to be secured by the Collateral Agreements. The Company shall, and shall cause each such Restricted Subsidiary to, at their sole cost and expense, file any such notice filings or other agreements or instruments as may be reasonably necessary or desirable under applicable law to perfect the Liens created by the Collateral Agreements at such times and at such places as the Collateral Agent or the Trustee may reasonably request. Notwithstanding anything to the contrary in this covenant, the Company shall not be required to use more than its reasonable best efforts to cause a Lien to be granted on any assets acquired after the Issue Date by any of its Foreign Restricted Subsidiaries to secure the Notes and the Guarantees and in any event, the Company shall have no such obligation and no such Lien shall be granted if the Company determines, in the good faith exercise of its sole discretion, that such Lien could in any way result (in the year such Lien is obtained or would be deemed to be obtained, or in any other year) in an adverse tax consequence of any kind to the Company or any successor entity.

Impairment of Security Interest. Subject to the Intercreditor Agreement with respect to the Collateral (other than the Foreign Collateral)a) The Borrower and PAAC will not, neither the Company nor and will not cause or permit any of its their Restricted Subsidiaries will to, take or omit to take any action which action or omission might or would adversely affect have the result of affecting or impair impairing the Liens and security interest in favor of the Administrative Agent for the benefit of the Lenders with respect to the Collateral and the Borrower and PAAC will not grant to any material respect Person, or suffer any Person to have any interest whatsoever in the Collateral, in each case other than as otherwise permitted by this Agreement, the Senior Secured Note Indenture or the Security Documents. The Borrower and PAAC will not, and will not permit PCAC to, grant a security interest in, or permit any Lien to exist on, the St. Gabrxxx Xxxeline other than Permitted Liens and Liens in favor of the Collateral Agent with respect pursuant to the Collateral. Neither the Company nor any of its Restricted Subsidiaries shall grant to any Person a Security Document. (other than the Collateral Agent)b) The Borrower and PAAC will not, and will not cause or permit any Person (other than the Collateral Agent), to retain any interest whatsoever in the Collateral other than Permitted Liens. Neither the Company nor any of its their Restricted Subsidiaries will to, enter into any agreement or instrument that by its terms requires that the proceeds received from any sale of Collateral to be applied to repay, redeem, defease or otherwise acquire or retire any Indebtedness of any Person, other than as permitted by pursuant to this Agreement or the Senior Secured Indenture. A release of any of the Collateral strictly in accordance with the terms and conditions of this Agreement and the Security Documents will not be deemed for any purpose to be an impairment of security under this Agreement. (c) Subject to the provisions of this Agreement, the NotesExisting Term Loan Agreement and the Intercreditor Agreement, the Intercreditor Agreement with respect to Borrower and PAAC will not, and will not cause or permit any of their Restricted Subsidiaries to, enter into any agreement or instrument that by its terms requires that the Collateral Borrower, PAAC or any such Restricted Subsidiary pledge the Capital Stock of (i) any PCIFP Company and any of its Restricted Subsidiaries and (ii) any other Restricted Subsidiary of PAAC that (A) is engaged in any business activity other than the Foreign Collateralholding of the Capital Stock of one or more Subsidiaries of PAAC (or in the case of Imperial, engaging in any business activity other than the holding of its Investment in Kemwater) and (B) has assets equal to or greater than 5% of PAAC's total assets determined on a consolidated basis as of the Collateral Agreements. The Company shall, and shall cause each such Restricted Subsidiary to, at their sole cost and expense, execute and deliver all such agreements and instruments as the Collateral Agent or the Trustee shall reasonably request to more fully or accurately describe the property intended to be Collateral or the obligations intended to be secured by the Collateral Agreements. The Company shall, and shall cause each such Restricted Subsidiary to, at their sole cost and expense, file any such notice filings or other agreements or instruments as may be reasonably necessary or desirable under applicable law to perfect the Liens created by the Collateral Agreements at such times and at such places as the Collateral Agent or the Trustee may reasonably request. Notwithstanding anything to the contrary in this covenant, the Company shall not be required to use more than its reasonable best efforts to cause a Lien to be granted on any assets acquired after the Issue Date by any time of its Foreign Restricted Subsidiaries to secure the Notes and the Guarantees and in any event, the Company shall have no such obligation and no such Lien shall be granted if the Company determines, in the good faith exercise of its sole discretion, that such Lien could in any way result (in the year such Lien is obtained or would be deemed to be obtained, or in any other year) in an adverse tax consequence of any kind to the Company or any successor entitydetermination.

Impairment of Security Interest. Subject to the Intercreditor Agreement with respect to the Collateral (other than the Foreign Collateral), neither the Company Neither Sweetheart Holdings nor any of its Restricted Subsidiaries will take or omit to take any action which would materially adversely affect or impair in any material respect the Liens in favor of the Collateral Agent Trustee and the Holders of the Notes with respect to the Collateral. Neither the Company Sweetheart Holdings nor any of its Restricted Subsidiaries shall grant to any Person (other than the Collateral Agent)Person, or permit any Person to retain (other than the Collateral AgentTrustee), to retain any interest whatsoever in the Collateral other than Permitted Liens. Neither the Company Sweetheart Holdings nor any of its Restricted Subsidiaries will enter into any agreement that requires the proceeds received from any sale of Collateral to be applied to repay, redeem, defease or otherwise acquire or retire any Indebtedness of any Person, other than as permitted by this Indenture, the Notes, the Intercreditor Agreement with respect to the Collateral (other than the Foreign Collateral) Notes and the Collateral Agreements. The Company and Sweetheart Holdings shall, and shall cause each such Restricted Subsidiary Guarantor to, at their sole cost and expense, execute and deliver all such agreements and instruments as the Collateral Agent or the Trustee shall reasonably request to more fully or accurately describe the property intended to be Collateral or the obligations intended to be secured by the Collateral Agreements. The Company and Sweetheart Holdings shall, and shall cause each such of their Restricted Subsidiary Subsidiaries to, at their sole cost and expense, file any such notice filings or other agreements or instruments as may be reasonably necessary or desirable under applicable law to perfect the Liens created by the Collateral Agreements at such times and at such places as the Collateral Agent or the Trustee may reasonably request. Notwithstanding anything to the contrary in this covenant, the Company shall not be required to use more than its reasonable best efforts to cause a Lien to be granted on any assets acquired after the Issue Date by any of its Foreign Restricted Subsidiaries to secure the Notes and the Guarantees and in any event, the Company shall have no such obligation and no such Lien shall be granted if the Company determines, in the good faith exercise of its sole discretion, that such Lien could in any way result (in the year such Lien is obtained or would be deemed to be obtained, or in any other year) in an adverse tax consequence of any kind to the Company or any successor entity.

Impairment of Security Interest. Subject So long as the Liens under the Collateral Agreements shall not have been released pursuant to Section 11.06(a)(i), (ii) or (iii), subject to the Intercreditor Agreement with respect to the Collateral (other than the Foreign Collateral)Agreement, neither the Company nor any of its Restricted Subsidiaries will shall not take or omit to take (or permit to be taken or omit to be taken) any action which that would adversely affect or impair in any material respect the Liens in favor of the Collateral Agent with respect to the Collateral. Neither the Company nor any of its Restricted Subsidiaries Laundry Corp. shall grant to any Person (other than the Collateral Agent), or permit any Person (other than the Collateral Agent), to retain any interest whatsoever in the Collateral other than holders of Permitted Liens. Neither the Company nor any of its Restricted Subsidiaries Laundry Corp. will enter into any agreement that requires the proceeds received from any sale of Collateral to be applied to repay, redeem, defease or otherwise acquire or retire any Indebtedness of any Person, Person (other than a holder of a Permitted Lien) other than as permitted by this Indenture, the Notes, the Intercreditor Agreement with respect to the Collateral (other than the Foreign Collateral) and the Collateral Agreements. The Company shall, and shall cause each such Restricted Subsidiary to, at their its sole cost and expense, execute and deliver deliver, and cause to be executed and delivered, all such agreements and instruments as the Collateral Agent or the Trustee shall reasonably request to more fully or accurately describe the property intended to be Collateral or the obligations intended to be secured by the Collateral Agreements. The Company shall, and shall cause each such Restricted Subsidiary to, at their its sole cost and expense, file file, and cause to be filed, any such notice filings or other agreements or instruments as may be reasonably necessary or desirable under applicable law to perfect the Liens created by the Collateral Agreements at such times and at such places as the Collateral Agent or the Trustee may reasonably request. Notwithstanding anything to the contrary in this covenant, the Company shall not be required to use more than its reasonable best efforts to cause a Lien to be granted on any assets acquired after the Issue Date by any of its Foreign Restricted Subsidiaries to secure the Notes and the Guarantees and in any event, the Company shall have no such obligation and no such Lien shall be granted if the Company determines, in the good faith exercise of its sole discretion, that such Lien could in any way result (in the year such Lien is obtained or would be deemed to be obtained, or in any other year) in an adverse tax consequence of any kind to the Company or any successor entity.

Impairment of Security Interest. Subject to the Intercreditor Agreement with respect to the Collateral (other than the Foreign Collateral), neither a) Neither the Company nor any of its Restricted Subsidiaries will take or knowingly omit to take any action which would adversely affect or materially impair in any material respect the Liens in favor of the Collateral Agent Agent, on behalf of itself, the Trustee and the Holders, with respect to any material portion of the Collateral. Neither the Company nor any of its Restricted Subsidiaries Guarantor shall grant to any Person (other than the Collateral Agent), or permit any Person (other than the Collateral Agent)) to retain, to retain any interest whatsoever in the Collateral other than Permitted Liens. Neither the Company nor any of its Restricted Subsidiaries will enter into any agreement that requires the proceeds received from any sale of Collateral to be applied to repay, redeem, defease or otherwise acquire or retire any Indebtedness of any Person, other than as permitted by this the Indenture, the Notes, the Intercreditor Agreement with respect to the Collateral (other than the Foreign Collateral) Notes and the Collateral Agreements. , subject to the terms of the Intercreditor Agreement. (b) The Company shall, and shall cause each such Restricted Subsidiary applicable Guarantor to, at their sole cost and expense, (i) execute and deliver all such agreements and instruments as the Collateral Agent or the Trustee shall reasonably request to more fully or accurately describe the property intended to be Collateral or the obligations intended to be secured by the Collateral Agreements. The Company shall, Agreements and shall cause each such Restricted Subsidiary to, at their sole cost and expense, (ii) file any such notice filings or other agreements or instruments as may be reasonably necessary or desirable under applicable law to perfect (and maintain the perfection and priority) the Liens created by the Collateral Agreements Agreements, subject to Permitted Liens, at such times and at such places as the Collateral Agent or the Trustee may reasonably request. Notwithstanding anything , in each case subject to the contrary in this covenant, terms of the Company shall not be required to use more than its reasonable best efforts to cause a Lien to be granted on any assets acquired after the Issue Date by any of its Foreign Restricted Subsidiaries to secure the Notes and the Guarantees and in any event, the Company shall have no such obligation and no such Lien shall be granted if the Company determines, in the good faith exercise of its sole discretion, that such Lien could in any way result (in the year such Lien is obtained or would be deemed to be obtained, or in any other year) in an adverse tax consequence of any kind to the Company or any successor entityCollateral Agreements.

Impairment of Security Interest. Subject to the Intercreditor Agreement with respect to the Collateral (other than the Foreign Collateral), neither Neither the Company nor any of its Restricted Subsidiaries will shall take or omit to take any action which might or would adversely affect or impair in any material respect have the Liens result of materially impairing the security interest in favor of the Collateral Agent Trustee and the Holders with respect to the Collateral. Neither the Company nor any of its Restricted Subsidiaries shall grant to any Person, or permit any Person to retain (other than the Collateral AgentTrustee), or permit any Person (other than the Collateral Agent), to retain any interest whatsoever Lien in the Collateral Collateral, other than Permitted Liens, and no Permitted Lien on the Collateral in respect of Debt shall by its terms be senior in priority to the Liens securing the Securities, other than Permitted Liens in respect of Prior Lien Obligations. Neither the Company nor any of its Restricted Subsidiaries will shall enter into any agreement that requires the proceeds received from any sale of Collateral to be applied to repay, redeem, defease or otherwise acquire or retire any Indebtedness Debt of any Person, other than as permitted by this Indenture, the Notes, Collateral Documents and the Intercreditor Agreement with respect to the Collateral (other than the Foreign Collateral) and the Collateral AgreementsAgreement. The Company shall, and shall cause each such Restricted Subsidiary Guarantor to, at their its sole cost and expense, execute and deliver all such agreements and instruments as necessary or as the Collateral Agent Trustee or the Trustee shall reasonably request to more fully or accurately describe the assets and property intended to be Collateral or the obligations intended to be secured by the Collateral AgreementsDocuments. The Company shallshall not amend, and shall cause each such Restricted Subsidiary tomodify or supplement, at their sole cost and expenseor permit or consent to any amendment, file any such notice filings modification or other agreements or instruments as may be reasonably necessary or desirable under applicable law to perfect the Liens created by supplement of, the Collateral Agreements at such times and at such places as the Collateral Agent Documents or the Trustee may reasonably request. Notwithstanding anything to the contrary in this covenant, the Company shall not be required to use more than its reasonable best efforts to cause a Lien to be granted on any assets acquired after the Issue Date by any of its Foreign Restricted Subsidiaries to secure the Notes and the Guarantees and in any event, the Company shall have no such obligation and no such Lien shall be granted if the Company determines, in the good faith exercise of its sole discretion, that such Lien could Intercreditor Agreement in any way result (in the year such Lien is obtained or that would be deemed adverse to be obtained, or the Holders of the Securities in any other year) in an adverse tax consequence of any kind to the Company or any successor entitymaterial respect, except as permitted under Article IX.

Impairment of Security Interest. Subject The Company shall not, and shall not permit any Restricted Subsidiary to, (x) take or knowingly or negligently omit to take any action that would have the Intercreditor Agreement result of materially impairing the Security Interest with respect to the Collateral (other than it being understood, subject to the Foreign Collateral)proviso below, neither that the Company nor any Incurrence of its Restricted Subsidiaries will take or omit Permitted Collateral Liens shall under no circumstances be deemed to take any action which would adversely affect or materially impair in any material respect the Liens in favor of the Collateral Agent Security Interest with respect to the Collateral. Neither ) for the Company nor any benefit of its Restricted Subsidiaries shall the Trustee and the Holders, or (y) grant to any Person (other than the Collateral Agent)Agent or, if different, the collateral agent under any Payment Priority Obligations, Pari Passu Secured Obligations or permit Junior Secured Obligations that are subject to an Intercreditor Agreement, for the benefit of the Trustee and the Holders and the other beneficiaries described in the Security Documents and any Person (Intercreditor Agreement, and other than the with respect to any Permitted Collateral Agent)Lien, to retain any interest whatsoever in any of the Collateral other than Permitted Liens. Neither Collateral, except that (i) the Company nor any of and its Restricted Subsidiaries will enter into any agreement that requires may Incur Permitted Collateral Liens and the proceeds received from any sale of Collateral to may be applied to repay, redeem, defease or otherwise acquire or retire any Indebtedness of any Person, other than as permitted by discharged and released in accordance with this Indenture, the Notes, the applicable Security Documents or any Intercreditor Agreement with respect and (ii) the applicable Security Documents may be amended from time to the Collateral (other than the Foreign Collateral) and the Collateral Agreementstime to cure any ambiguity, mistake, omission, defect or inconsistency therein. The Company shall, and shall cause each such Restricted Subsidiary toGuarantor will, at their its sole cost and expense, execute and deliver all such agreements and instruments as necessary, or as the Trustee or Collateral Agent or the Trustee shall reasonably request requests, to more fully or accurately describe the assets and property intended to be Collateral or the obligations intended to be secured by the Collateral Agreements. The Company shall, and shall cause each such Restricted Subsidiary to, at their sole cost and expense, file any such notice filings or other agreements or instruments as may be reasonably necessary or desirable under applicable law to perfect the Liens created by the Collateral Agreements at such times and at such places as the Collateral Agent or the Trustee may reasonably request. Notwithstanding anything to the contrary in this covenant, the Company shall not be required to use more than its reasonable best efforts to cause a Lien to be granted on any assets acquired after the Issue Date by any of its Foreign Restricted Subsidiaries to secure the Notes and the Guarantees and in any event, the Company shall have no such obligation and no such Lien shall be granted if the Company determines, in the good faith exercise of its sole discretion, that such Lien could in any way result (in the year such Lien is obtained or would be deemed to be obtained, or in any other year) in an adverse tax consequence of any kind to the Company or any successor entitySecurity Documents.

Impairment of Security Interest. Subject (a) Neither the Company nor any Guarantor will be permitted to take any action, or omit to take any action, which action or omission would have the Intercreditor Agreement result of materially impairing the security interest with respect to the Collateral (other than for the Foreign Collateral), neither the Company nor any of its Restricted Subsidiaries will take or omit to take any action which would adversely affect or impair in any material respect the Liens in favor benefit of the Noteholder Collateral Agent with respect to Agent, the CollateralTrustee and the Holders except as expressly set forth in this Indenture or the Collateral Agreements. Neither the Company nor the Guarantors will take any action or otherwise attempt to enforce any claim or maritime Lien against any Drilling Unit that has priority over any claim or Lien of its Restricted Subsidiaries shall grant to any Person (other than the Noteholder Collateral Agent), the Trustee and the Holders of the Notes in respect of any Collateral, including any such claims or permit any Person (other than the Collateral Agent), to retain any interest whatsoever Liens arising under Ship Mortgages that may be made in the Collateral other than Permitted Liens. Neither favor of the Company nor any of its Restricted Subsidiaries will enter into any agreement that requires the proceeds received from any sale of Collateral to be applied to repay, redeem, defease or otherwise acquire or retire any Indebtedness of any Person, other than as permitted by this Indenture, the Notes, the Intercreditor Agreement with respect to the Collateral a Guarantor. (other than the Foreign Collateralb) and the Collateral Agreements. The Company shall, and it shall cause each such Restricted Subsidiary Guarantor to, at their its sole cost and expense, execute and deliver all such agreements and instruments and take all further action as necessary or as the Noteholder Collateral Agent or the Trustee shall reasonably request to more fully or accurately describe the property intended to be Collateral or the obligations intended to be secured by the Collateral Agreements. The Company shall, and it shall cause each such Restricted Subsidiary Guarantor to, at their its sole cost and expense, file any such notice filings or other agreements or instruments as may be reasonably necessary or desirable under applicable law to perfect the Liens created by the Collateral Agreements at such times Agreements. (c) Any release of Collateral in accordance with Section 12.03 ("Release of Collateral") and at such places as the Collateral Agent or the Trustee may reasonably request. Notwithstanding anything to the contrary in this covenant, the Company shall Agreements will not be required to use more than its reasonable best efforts to cause a Lien to be granted on any assets acquired after the Issue Date by any of its Foreign Restricted Subsidiaries to secure the Notes and the Guarantees and in any event, the Company shall have no such obligation and no such Lien shall be granted if the Company determines, in the good faith exercise of its sole discretion, that such Lien could in any way result (in the year such Lien is obtained or would be deemed to be obtainedimpair the security under this Indenture or the Collateral Agreements, and any Person, including, without limitation, any appraiser or other expert may rely on such provision in any delivering a certificate requesting release so long as all other year) in an adverse tax consequence provisions of any kind this Indenture with respect to the Company or any successor entitysuch release have been complied with.

Impairment of Security Interest. Subject to the Intercreditor Agreement with respect to the Collateral (other than the Foreign Collateral), neither Neither the Company nor any of its Restricted Subsidiaries will take or knowingly omit to take any action which would adversely affect or materially impair in any material respect the Liens in favor of the Collateral Agent Agent, on behalf of itself, the Trustee and the Holders, with respect to any material portion of the Collateral. Neither the Company nor any of its Domestic Restricted Subsidiaries shall grant to any Person (other than the Collateral Agent), or permit any Person (other than the Collateral Agent)) to retain, to retain any interest whatsoever in the Collateral other than Permitted Liens. Neither the Company nor any of its Restricted Subsidiaries will enter into any agreement that requires the proceeds received from any sale of Collateral to be applied to repay, redeem, defease or otherwise acquire or retire any Indebtedness of any Person, other than as permitted by this Indenture, the Notes, the Intercreditor Agreement with respect to the Collateral (other than the Foreign Collateral) Notes and the Collateral Agreements, subject to the terms of the Intercreditor Agreement. The Company shall, and shall cause each such Restricted Subsidiary Guarantor to, at their sole cost and expense, execute and deliver all such agreements and instruments as the Collateral Agent or the Trustee shall reasonably request to more fully or accurately describe the property intended to be Collateral or the obligations intended to be secured by the Collateral Agreements. The Company shall, and shall cause each such of its Restricted Subsidiary Subsidiaries to, at their sole cost and expense, file any such notice filings or other agreements or instruments as may be reasonably necessary or desirable required under applicable law to perfect the Liens created by the Collateral Agreements at such times and at such places as the Collateral Agent or the Trustee may reasonably request. Notwithstanding anything on a first priority basis, subject to the contrary in this covenant, the Company shall not be required to use more than its reasonable best efforts to cause a Lien to be granted on any assets acquired after the Issue Date by any of its Foreign Restricted Subsidiaries to secure the Notes and the Guarantees and in any event, the Company shall have no such obligation and no such Lien shall be granted if the Company determines, in the good faith exercise of its sole discretion, that such Lien could in any way result (in the year such Lien is obtained or would be deemed to be obtained, or in any other year) in an adverse tax consequence of any kind to the Company or any successor entityPermitted Liens.