Common use of Note Security Documents Clause in Contracts

Note Security Documents. (a) Subject to Section 7.01, none of the Collateral Trustee or the Trustee in any of its capacities hereunder nor any of their respective officers, directors, employees, attorneys or agents makes any representations as to and shall not be responsible or liable for the existence, genuineness, value, protection or condition of any of the Collateral or as to the security afforded or intended to be afforded thereby, hereby or by any of the Note Security Documents, or for the legality, sufficiency, effectiveness, validity, perfection, priority or enforceability of the Liens or any other security interests in any of the Collateral created or intended to be created by any of the Note Security Documents, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, for the validity or sufficiency of any of the Note Security Documents or any agreement or assignment contained in any thereof, for the validity of the title of the Company to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral or any defect or deficiency as to any such matters. (b) If the Company or any Guarantor acquires any assets or property that are required to become Collateral pursuant to this Indenture or the Note Security Documents or any Subsidiary is required to become a Guarantor pursuant to Section 4.13, the Company or such Guarantor shall promptly (and in any event within 45 days after such acquisition or requirement to become a Guarantor commences, or such later date as the Collateral Trustee may approve) execute a joinder to the applicable Note Security Documents and take all steps necessary to validly perfect such Lien (to the extent required by the Note Security Documents), and the Trustee and the Collateral Trustee, as applicable, are authorized and directed to execute any documentation consistent therewith. (c) The Company and each Guarantor shall execute such further documents, financing statements, agreements and instruments, and take all commercially reasonable further actions (including the filing and recording of financing statements or amendments or continuation statements in respect thereof), that may be required under any applicable law, to ensure that the Liens of the Note Security Documents on the Collateral remain perfected (to the extent required by the Note Security Documents) with the priority required by the Note Security Documents, all at the expense of the Company and Guarantors and provide to the Collateral Trustee and the Trustee, from time to time upon reasonable request, evidence reasonably satisfactory to the Collateral Trustee and the Trustee as to the perfection and priority of the Liens created or intended to be created by the Note Security Documents. It being understood and agreed that the Company and Guarantors shall not be required to provide, and the Collateral Trustee shall not request, any additional Liens in respect of any Excluded Property.

Note Security Documents. (a) Subject to Section 7.01, none of the Collateral Trustee Agent or the Trustee in any of its capacities hereunder nor any of their respective officers, directors, employees, attorneys or agents makes any representations as to and shall not be responsible or liable for the existence, genuineness, value, protection or condition of any of the Collateral or as to the security afforded or intended to be afforded thereby, hereby or by any of the Note Security Documents, or for the legality, sufficiency, effectiveness, validity, perfection, priority or enforceability of the Liens or any other security interests in any of the Collateral created or intended to be created by any of the Note Security Documents, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, for the validity or sufficiency of any of the Note Security Documents or any agreement or assignment contained in any thereof, for the validity of the title of the Company to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral or any defect or deficiency as to any such matters. (ba) If the Company or any Guarantor acquires any assets or property that are required to become Collateral pursuant to this Indenture or the Note Security Documents or any Subsidiary is required to become a Guarantor pursuant to Section 4.13, the Company or such Guarantor shall promptly (and in any event within 45 days after such acquisition or requirement to become a Guarantor commences, or such later date as the Collateral Trustee may approve) execute a joinder to the applicable Note Security Documents or, if applicable, a joinder thereto and take all steps necessary to validly grant, preserve, protect and perfect such Lien and the security interests created or intended to be created by such Note Security Documents in the Collateral (to the extent required by applicable law, this Indenture and the applicable Note Security Documents), and the Trustee and the Collateral TrusteeAgent, as applicable, are authorized and directed to execute any documentation consistent therewith. (cb) The Company and each Guarantor shall execute such further documents, financing statements, agreements and instruments, and take all commercially reasonable further actions (including providing such further documents, financing statements, agreements and instruments to the Requisite Holders Counsel or the Requisite Holders for review, filing and recording of financing statements or amendments or continuation statements in respect thereof), that may be required under any applicable law, to ensure that the Liens of the Note Security Documents on the Collateral remain perfected (to the extent required by this Indenture and the applicable Note Security Documents) with the priority required by this Indenture or the applicable Note Security Documents, all at the expense of the Company and Guarantors and provide to the Collateral Trustee Agent and the Trustee, Trustee from time to time upon reasonable request, request of the Requisite Holders Counsel or the Requisite Holders or as otherwise required in the Note Security Documents evidence reasonably satisfactory to the Collateral Trustee and the Trustee as to the perfection and priority of the Liens created or intended to be created by the Note Security Documents. It being understood and agreed that the Company and Guarantors shall not be required to provide, and the Collateral Trustee Agent shall not request, any additional Liens in respect of any Excluded Property. Notwithstanding the foregoing or anything to the contrary herein or in any other Note Document, the Collateral Agent shall not be responsible for the determination, preparation, filing, form, content or continuation of any UCC financing statements, mortgages, assignments, conveyances, financing statements, transfer endorsements or similar instruments. For the avoidance of doubt, the Company and the Guarantors shall be responsible for ensuring all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) necessary to maintain (at the sole cost and expense of the Company and the Guarantors, as applicable) the security interest created by the Note Security Documents in the Collateral as a first priority perfected security interest to the extent perfection is required herein or by the Note Security Documents, and promptly provide (or procure the provision of) evidence thereof to the Collateral Agent.

Note Security Documents. (a) Subject to Section 7.01, none of the Collateral Trustee Agent or the Trustee in any of its capacities hereunder nor any of their respective officers, directors, employees, attorneys or agents makes any representations as to and shall not be responsible or liable for the existence, genuineness, value, protection or condition of any of the Collateral or as to the security afforded or intended to be afforded thereby, hereby or by any of the Note Security Documents, or for the legality, sufficiency, effectiveness, validity, perfection, priority or enforceability of the Liens or any other security interests in any of the Collateral created or intended to be created by any of the Note Security Documents, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, for the validity or sufficiency of any of the Note Security Documents or any agreement or assignment contained in any thereof, for the validity of the title of the Company to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral or any defect or deficiency as to any such matters. (b) If the Company or any Guarantor acquires any assets or property that are required to become Collateral pursuant to this Indenture or the Note Security Documents or any Subsidiary is required to become a Guarantor pursuant to Section 4.13, the Company or such Guarantor shall promptly (and in any event within 45 days after such acquisition or requirement to become a Guarantor commences, or such later date as the Collateral Trustee may approve) execute a joinder to the applicable Note Security Documents Agreement and take all steps necessary to validly perfect such Lien (to the extent required by the Note Security Documents), and the Trustee and the Collateral TrusteeAgent, as applicable, are authorized and directed to execute any documentation consistent therewith. (c) The Company and each Guarantor shall execute such further documents, financing statements, agreements and instruments, and take all commercially reasonable further actions (including the filing and recording of financing statements or amendments or continuation statements in respect thereof), that may be required under any applicable law, to ensure that the Liens of the Note Security Documents on the Collateral remain perfected (to the extent required by the Note Security Documents) with the priority required by the Note Security Documents, all at the expense of the Company and Guarantors and provide to the Collateral Trustee Agent and the Trustee, from time to time upon reasonable request, evidence reasonably satisfactory to the Collateral Trustee Agent and the Trustee as to the perfection and priority of the Liens created or intended to be created by the Note Security Documents. It being understood and agreed that the Company and Guarantors shall not be required to provide, and the Collateral Trustee Agent shall not request, any additional Liens in respect of any Excluded PropertyProperty (as defined in the Security Agreement).

Note Security Documents. (a) Subject to Section 7.01, none The due and punctual payment of the Collateral Trustee principal of and interest and Liquidated Damages, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Liquidated Damages (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Issuers to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, shall be secured as provided in any the Note Security Documents which the Issuers have entered into simultaneously with the execution of this Indenture. Each Holder of Notes, by its capacities hereunder nor any acceptance thereof, consents and agrees to the terms of their respective officersthe Note Security Documents (including, directorswithout limitation, employeesthe provisions providing for foreclosure and release of Note Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, attorneys or agents makes any representations appoints the Trustee to act as the "Collateral Agent" thereunder and authorizes and directs the Trustee, as the Collateral Agent to enter into the Note Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall provide for a true and complete copy of Amended Credit Agreement to be provided to Trustee and Collateral Agent and shall not do or cause to be responsible done all such acts and things as may be necessary or liable for the existenceproper, genuineness, value, protection or condition of any of the Collateral or as to may be required by the security afforded or intended to be afforded thereby, hereby or by any provisions of the Note Security Documents, or for to assure and confirm to the legality, sufficiency, effectiveness, validity, perfection, priority or enforceability of the Liens or any other security interests in any of Trustee and the Collateral created or intended to be created by any of Agent the security interest in the Note Security DocumentsCollateral contemplated hereby, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, for the validity or sufficiency of any of the Note Security Documents or any agreement or assignment contained in any part thereof, for the validity of the title of the Company to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral or any defect or deficiency as to any such matters. (b) If the Company or any Guarantor acquires any assets or property that are required to become Collateral pursuant to this Indenture or the Note Security Documents or any Subsidiary is required to become a Guarantor pursuant to Section 4.13, the Company or such Guarantor shall promptly (and in any event within 45 days after such acquisition or requirement to become a Guarantor commences, or such later date as the Collateral Trustee may approve) execute a joinder to the applicable Note Security Documents and take all steps necessary to validly perfect such Lien (to the extent required by the Note Security Documents), and the Trustee and the Collateral Trustee, as applicable, are authorized and directed to execute any documentation consistent therewith. (c) The Company and each Guarantor shall execute such further documents, financing statements, agreements and instruments, and take all commercially reasonable further actions (including the filing and recording of financing statements or amendments or continuation statements in respect thereof), that may be required under any applicable law, to ensure that the Liens of the Note Security Documents on the Collateral remain perfected (to the extent required by the Note Security Documents) with the priority required by the Note Security Documents, all at the expense of the Company and Guarantors and provide to the Collateral Trustee and the Trustee, from time to time upon reasonable requestconstituted, evidence reasonably satisfactory so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the Collateral Trustee intent and the Trustee as purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to the perfection and priority take, upon request of the Liens created or intended Trustee, any and all actions reasonably required to be created by cause the Note Security Documents. It being understood Agreement to create and agreed that maintain, as security for the Company Obligations of the Issuers hereunder, a valid and Guarantors shall not be required to provideenforceable perfected first priority Lien in and on all the Note Collateral, and in favor of the Collateral Trustee shall not requestAgent for the benefit of the Holders of Notes, any additional superior to and prior to the rights of all third Persons and subject to no other Liens in respect of any Excluded Propertythan Permitted Liens.

Note Security Documents. (a) Subject to Section 7.0110.01, none of the Collateral Trustee Agent, Trustee, Paying Agent, Conversion Agent, Registrar or the Trustee in any of its capacities hereunder Transfer Agent nor any of their respective officers, directors, employees, attorneys or agents makes any representations as to and shall not be responsible or liable for the existence, genuineness, value, protection or condition of any of the Collateral or as to the security afforded or intended to be afforded thereby, hereby or by any of the Note Security Documents, or for the legality, sufficiency, effectiveness, validity, perfection, priority or enforceability of the Note Liens or any other security interests in any of the Collateral created or intended to be created by any of the Note Security Documents, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, for the validity or sufficiency of any of the Note Security Documents or any agreement or assignment contained in any thereof, for the validity of the title of the Company to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral or any defect or deficiency as to any such matters. (b) If the Company or any Guarantor acquires any assets or property that are required to become Collateral pursuant to this Indenture or the Note Security Documents Documents, or any Restricted Subsidiary becomes a Guarantor that is required to become a Guarantor pledge its assets or property as Collateral pursuant to Section 4.13this Indenture or the Note Security Documents, the Company or such Guarantor shall promptly (and in any event within 45 30 days after such acquisition or requirement to become a Guarantor commences, commences (or such later date longer period as the Collateral Trustee Agent may approveagree in its sole discretion)) execute a joinder to the applicable an existing Security Document or enter into a new Note Security Documents Document (in each case, to the extent necessary to cause such Collateral be so pledged), and take all steps necessary to validly perfect such Lien (to the extent required by the Note Security Documents). To the extent that the Company or such Guarantor is entering into a joinder, entering into a new Note Security Document, or taking other steps to perfect such Lien in order to secure Senior Lien Obligations, the Company or such Guarantor shall take the same steps in connection with this Indenture (with such changes as are appropriate to reflect the applicable priority of the Lien, or the applicable perfection requirements, consistent with the terms of the Note Security Documents, the Intercreditor Agreement and the Liens being created on the Issue Date), which shall satisfy the obligations hereunder, and the Trustee and the Collateral TrusteeAgent, as applicable, are authorized and directed to execute any documentation consistent therewith. (c) The Company and each Guarantor shall execute such further documents, financing statements, agreements and instruments, and take all further commercially reasonable further actions (including the filing and recording of financing statements or amendments or continuation statements in respect thereof), that may be required under any applicable law, to ensure that the Liens of the Note Security Documents on the Collateral remain perfected (to the extent required by the Note Security Documents) with the priority required by the Note Security DocumentsDocuments and the Intercreditor Agreement, all at the expense of the Company and Guarantors and provide to the Collateral Trustee Agent and the Trustee, from time to time upon reasonable request, evidence reasonably satisfactory to the Collateral Trustee Agent and the Trustee as to the perfection and priority of the Liens created or intended to be created by the Note Security Documents. It being understood and agreed that the Company and Guarantors shall not be required to provide, and the Collateral Trustee Agent shall not request, any additional Liens in respect of any Excluded Property.

Note Security Documents. (a) Subject to Section 7.01, none of the Collateral Trustee Agent or the Trustee in any of its capacities hereunder nor any of their respective officers, directors, employees, attorneys or agents makes any representations as to and shall not be responsible or liable for the existence, genuineness, value, protection or condition of any of the Collateral or as to the security afforded or intended to be afforded thereby, hereby or by any of the Note Security Documents, or for the legality, sufficiency, effectiveness, validity, perfection, priority or enforceability of the Liens or any other security interests in any of the Collateral created or intended to be created by any of the Note Security Documents, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, for the validity or sufficiency of any of the Note Security Documents or any agreement or assignment contained in any thereof, for the validity of the title of the Company to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral or any defect or deficiency as to any such matters. (b) If the Company or any Guarantor acquires any assets or property that are required to become Collateral pursuant to this Indenture or the Note Security Documents or any Subsidiary is required to become a Guarantor pursuant to Section 4.134.15, the Company or such Guarantor shall promptly (and in any event within 45 days after such acquisition or requirement to become a Guarantor commences, or such later date as the Collateral Trustee may approve) execute a joinder to the applicable Note Pledge and Security Documents Agreement and take all steps necessary to validly perfect such Lien (to the extent required herein and by the Note Security Documents), and the Trustee and the Collateral TrusteeAgent, as applicable, are authorized and directed to execute any documentation consistent therewithnecessary or desirable in connection therewith to create or perfect Liens as set forth herein or in the Note Security Documents, in each case as set forth in a Company Order. (c) The Company and each Guarantor shall execute such further documents, financing statements, agreements and instruments, and take all commercially reasonable further actions (including the filing and recording of financing statements or amendments or continuation statements in respect thereof), that may be required under any applicable law, to ensure that the Liens of the Note Security Documents on the Collateral are and remain perfected (to the extent required by the Note Security Documents) with the priority required by the Note Security Documents, all at the expense of the Company and Guarantors and provide to the Collateral Trustee Agent and the Trustee, from time to time upon reasonable request, evidence reasonably satisfactory to the Collateral Trustee Agent and the Trustee as to the perfection and priority of the Liens created or intended to be created by the Note Security Documents. It being understood and agreed that Neither the Company and Guarantors Trustee nor the Collateral Agent shall not be required to providehave any obligation to, and neither of them shall be responsible for any such actions or otherwise perfecting, monitoring or maintaining the Collateral Trustee shall not request, any additional Liens in respect perfection of any Excluded PropertyLien in any of the Collateral.

Note Security Documents. (a) Subject to Section 7.01, none of the Collateral Trustee Agent or the Trustee in any of its capacities hereunder nor any of their respective officers, directors, employees, attorneys or agents makes any representations as to and shall not be responsible or liable for the existence, genuineness, value, protection or condition of any of the Collateral or as to the security afforded or intended to be afforded thereby, hereby or by any of the Note Security Documents, or for the legality, sufficiency, effectiveness, validity, perfection, priority or enforceability of the Liens or any other security interests in any of the Collateral created or intended to be created by any of the Note Security Documents, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, for the validity or sufficiency of any of the Note Security Documents or any agreement or assignment contained in any thereof, for the validity of the title of the Company to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral or any defect or deficiency as to any such matters. (b) If the Company or any Guarantor acquires any assets or property that are required to become Collateral pursuant to this Indenture or the Note Security Documents or any Subsidiary is required to become a Guarantor pursuant to Section 4.13, the Company or such Guarantor shall promptly (and in any event within 45 days after such acquisition or requirement to become a Guarantor commences, or such later date as the Collateral Trustee Agent may approve) execute a joinder to the applicable Note Security Documents and take all steps necessary to validly perfect such Lien (to the extent required by the Note Security Documents), and the Trustee and the Collateral TrusteeAgent, as applicable, are authorized and directed to execute any documentation consistent therewith. (c) The Company and each Guarantor shall execute such further documents, financing statements, agreements and instruments, and take all commercially reasonable further actions (including the filing and recording of financing statements or amendments or continuation statements in respect thereof), that may be required under any applicable law, to ensure that the Liens of the Note Security Documents on the Collateral remain perfected (to the extent required by the Note Security Documents) with the priority required by the Note Security Documents, all at the expense of the Company and Guarantors and provide to the Collateral Trustee Agent and the Trustee, from time to time upon reasonable request, evidence reasonably satisfactory to the Collateral Trustee Agent and the Trustee as to the perfection and priority of the Liens created or intended to be created by the Note Security Documents. It being understood and agreed that the Company and Guarantors shall not be required to provide, and the Collateral Trustee Agent shall not request, any additional Liens in respect of any Excluded Property.