Common use of Notes Collateral Documents Clause in Contracts

Notes Collateral Documents. (a) The payment of all Obligations of the Issuer and the Guarantors to the Holders, the Trustee or the Secured Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees, and the Notes Collateral Documents, according to the terms hereunder or thereunder, including the due and punctual payment of the principal of, premium (if any) and interest 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, premium (if any) and interest on the Notes shall be secured as provided in the Notes Collateral Documents (upon the entry into such documents), which define the terms of the Liens that secure Note Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Issuer and the Guarantors hereby acknowledge and agree that the Secured Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders, the Trustee and the Secured Notes Collateral Agent and pursuant to the terms of the Notes Collateral Documents and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees to the terms of the Notes Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, as each may be in effect or may be amended from time to time in accordance with their terms and this Indenture, and authorizes and directs the Secured Notes Collateral Agent to enter into the Notes Collateral Documents and the Intercreditor Agreements prior to, on or following the Issue Date, and the Notes Collateral Documents and the Intercreditor Agreements at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer shall do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1, to assure and confirm to the Secured Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Notes Collateral Documents or any part thereof, 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 secured hereby, according to the intent and purposes herein expressed.

Notes Collateral Documents. (a) The payment of all Obligations of the Issuer and the Guarantors to the Holders, the Trustee or the Secured Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees, and the Notes Collateral Documents, according to the terms hereunder or thereunder, including the due and punctual payment of the principal of, premium (if any) and interest 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, premium (if any) and interest on the Notes and performance of all other Obligations of the Issuer and the Guarantors to the Holders, the Trustee or the Secured Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees, and the Notes Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Notes Collateral Documents (upon the entry into such documents), which define the terms of the Liens that secure 8 NTD: subject to review of collateral documentation from K&E by W&C debt finance team. Note Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Issuer and the Guarantors hereby acknowledge and agree that the Secured Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders, the Trustee and the Secured Notes Collateral Agent and pursuant to the terms of the Notes Collateral Documents and the Intercreditor AgreementsAgreement. Each Holder, by accepting a Note, consents and agrees to the terms of the Notes Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor AgreementsAgreement, as each may be in effect or may be amended from time to time in accordance with their terms and this Indenture, and authorizes and directs the Secured Notes Collateral Agent to enter into the Notes Collateral Documents and the Intercreditor Agreements Agreement prior to, on or following the Issue Date, and the Notes Collateral Documents and the Intercreditor Agreements Agreement at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer and each of the Guarantors party hereto shall deliver to the Secured Notes Collateral Agent copies of all documents required to be filed pursuant to the Notes Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1, to assure and confirm to the Secured Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Notes Collateral Documents or any part thereof, 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 secured hereby, according to the intent and purposes herein expressed.

Notes Collateral Documents. (a) The payment of all Obligations of the Issuer and the Guarantors to the Holders, the Trustee or the Secured Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees, and the Notes Collateral Documents, according to the terms hereunder or thereunder, including the due and punctual payment of the principal ofof and interest, premium (if any) and interest , on the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal ofof and interest (to the extent permitted by law), premium (if any) and interest , on the Notes shall be and performance of all other obligations of the Issuer to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, are secured as provided in the Notes Collateral Documents (upon the entry into such documents), which define the terms of the Liens that secure Note Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Issuer and has entered into simultaneously with the Guarantors hereby acknowledge and agree that the Secured Notes Collateral Agent holds the Collateral in trust for the benefit execution of the Holders, the Trustee and the Secured Notes Collateral Agent and this Indenture or pursuant to the terms of the Notes Collateral Documents and the Intercreditor Agreementshereof. Each HolderHolder of Notes, by accepting a Noteits acceptance thereof, consents and agrees to the terms of the Notes Collateral Documents (including including, without limitation, the provisions providing for the possession, use, release and foreclosure of Collateral) and as the Intercreditor Agreements, as each same may be in effect or may be amended from time to time in accordance with their its terms and this Indenture, and authorizes and directs the Secured Notes Collateral Agent to enter into the Notes Collateral Documents and the Intercreditor Agreements prior to, on or following the Issue Date, and the Notes Collateral Documents and the Intercreditor Agreements at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewithwith the terms hereof and thereof. The Issuer shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Notes Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the next sentence provisions of this Section 12.1the Notes Collateral Documents, to assure and confirm to the Secured Notes Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Notes Collateral Documents or any part thereof, 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 secured hereby, according to the intent and purposes herein expressed. The Issuer will take, and will cause its Subsidiaries to take any and all actions, including those requested by the Trustee or the Collateral Agent reasonably required to cause the Notes Collateral Documents to create and maintain, as security for the Obligations of the Issuer hereunder, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes, sharing equally and ratably with all other existing and future First-Lien Obligations of the Issuer and the Guarantors (including their respective Credit Agreement Obligations), subject to Permitted Liens.

Notes Collateral Documents. (a) The payment of all Obligations of the Issuer and the Guarantors to the Holders, the Trustee or the Secured Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees, and the Notes Collateral Documents, according to the terms hereunder or thereunder, including the due and punctual payment of the principal of, premium (if any) and interest 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, premium (if any) and interest on the Notes and performance of all other Obligations of the Issuer and the Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees, and the Notes Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Notes Collateral Documents (upon the entry into such documents), which define the terms of the Liens that secure Note Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Issuer and the Guarantors hereby acknowledge and agree that the Secured Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders, the Trustee and the Secured Notes Collateral Agent and pursuant to the terms of the Notes Collateral Documents and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees to the terms of the Notes Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each as each may be in effect or may be amended from time to time in accordance with their terms and this Indenture, and authorizes and directs the Secured Notes Collateral Agent to enter into the Notes Collateral Documents and the Intercreditor Agreements prior to, on or following the Issue Date, and the Notes Collateral Documents and the Intercreditor Agreements at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Notes Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1, to assure and confirm to the Secured Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Notes Collateral Documents or any part thereof, 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 secured hereby, according to the intent and purposes herein expressed.. On or following the Issue Date and

Notes Collateral Documents. (ai) The payment of all Obligations of the Issuer and the Guarantors In order to the Holders, the Trustee or the Secured Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees, and the Notes Collateral Documents, according to the terms hereunder or thereunder, including secure the due and punctual payment of the principal ofObligations under this Indenture, premium (if any) and interest 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, premium (if any) and interest on the Notes Collateral Documents, the Company, the Subsidiary Guarantors, the Collateral Agent and the other parties thereto, or other parties in accordance with the provisions of Section 417 and this Article XIV, will enter into the applicable Notes Collateral Documents. The Company and the Subsidiary Guarantors shall make all filings under the Uniform Commercial Code and any other applicable laws (including filings of continuation statements and amendments to UCC financing statements that may be secured necessary to continue the effectiveness of such UCC financing statements) as provided in are required by this Indenture and/or the Notes Collateral Documents to maintain (upon at the entry into such documents), which define the terms sole cost and expense of the Liens that secure Note Obligations, Company and the Subsidiary Guarantors) the security interests created by the Notes Collateral Documents in the Collateral (subject to the terms of the Intercreditor AgreementsAgreements and the other Notes Collateral Documents) as a perfected security interest to the extent perfection is required by the Notes Collateral Documents and within the time frames set forth therein, subject only to Permitted Liens, and with the priority required by the Intercreditor Agreements and the other Notes Collateral Documents. The TrusteeCompany shall use commercially reasonable efforts to deliver the Real Property Collateral Documents within 180 days following the Issue Date (or, with respect to any Material Real Property acquired by a Grantor after the Issuer Issue Date, within 180 days following the acquisition of such Material Real Property), as such date will be extended without further action by any Person to the extent any such actions are not or cannot be completed within such timeframe as a result of the occurrence of the COVID-19 pandemic (including, without limitation, as a result of any notary services being unavailable) after the use of commercially reasonable efforts to do so or without undue burden or expense or risk to human health. (ii) The Company and the Subsidiary Guarantors hereby acknowledge and agree that the Secured Notes Collateral Agent holds the Collateral will not be required to enter into control agreements or other control or similar arrangements (other than delivery of certificated securities required to be pledged in trust for the benefit of the Holders, the Trustee and the Secured Notes Collateral Agent and pursuant to accordance with the terms of the Notes Collateral Documents Documents) with respect to deposit accounts, securities accounts, commodities accounts or other assets requiring perfection by control agreements. No actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction shall be required to be taken to create any security interests in assets located or titled outside of the United States (including any Equity Interests of any non-U.S. Subsidiary, intellectual property registered outside the United States and any real property located outside of the Intercreditor AgreementsUnited States) or to perfect or make enforceable any security interests in any such assets (it being understood that there shall be no Notes Collateral Document (or other security agreements or pledge agreements) governed under the laws of any non-U.S. jurisdiction). Each Holder, by accepting No actions shall be required to perfect a Note, consents and agrees security interest in letter of credit rights (other than the filing of a UCC financing statement). (iii) No assets of the Company or the Subsidiary Guarantors that are of the type that would constitute ABL Priority Collateral will be required to the terms be pledged in respect of the Notes Collateral Documents (including unless such assets are also pledged in respect of the provisions providing for the possession, use, release and foreclosure of Collateral) ABL Facility Obligations and the Intercreditor Agreements, as each may be in effect or may be amended from time to time in accordance with their terms and this Indenture, and authorizes and directs the Secured Notes Collateral Agent to enter into the Notes Collateral Documents and the Intercreditor Agreements prior to, on or following the Issue Date, and the Notes Collateral Documents and the Intercreditor Agreements at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer shall do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1, to assure and confirm related Liens are subject to the Secured Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Notes Collateral Documents or any part thereof, 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 secured hereby, according to the intent and purposes herein expressedABL Intercreditor Agreement.

Notes Collateral Documents. (a) The payment of all Obligations of the Issuer and the Guarantors to the Holders, the Trustee or the Secured Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees, and the Notes Collateral Documents, according to the terms hereunder or thereunder, including the due and punctual payment of the principal ofof and interest, premium (if any) and interest , on the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal ofof and interest (to the extent permitted by law), premium (if any) and interest , on the Notes shall be and performance of all other obligations of the Issuer to the Holders or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, are secured as provided in the Notes Collateral Documents (upon the entry into such documents), which define the terms of the Liens that secure Note Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Issuer and has entered into simultaneously with the Guarantors hereby acknowledge and agree that the Secured Notes Collateral Agent holds the Collateral in trust for the benefit execution of the Holders, the Trustee and the Secured Notes Collateral Agent and this Indenture or pursuant to the terms of the Notes Collateral Documents and the Intercreditor Agreementshereof. Each Holder, by accepting a Noteits acceptance thereof, consents and agrees to the terms of the Notes Collateral Documents (including including, without limitation, the provisions providing for the possession, use, release and foreclosure of Collateral) and as the Intercreditor Agreements, as each same may be in effect or may be amended from time to time in accordance with their its terms and this Indenture, and authorizes and directs the Secured Notes Collateral Agent to enter into the Notes Collateral Documents and the Intercreditor Agreements prior to, on or following the Issue Date, and the Notes Collateral Documents and the Intercreditor Agreements at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewithwith the terms hereof and thereof. It is hereby expressly acknowledged and agreed that neither the Trustee nor the Notes Collateral Agent is responsible for the terms or contents of Notes Collateral Documents, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. The Issuer shall deliver to the Trustee copies of all documents delivered to the Notes Collateral Agent pursuant to the Notes Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the next sentence provisions of this Section 12.1the Notes Collateral Documents, to assure and confirm to the Secured Trustee and the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Notes Collateral Documents or any part thereof, 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 secured hereby, according to the intent and purposes herein expressed. The Issuer will take, and will cause its Subsidiaries to take any and all actions, including those requested by the Trustee or the Notes Collateral Agent reasonably required to cause the Notes Collateral Documents to create and maintain, as security for the Obligations of the Issuer hereunder, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Notes Collateral Agent for the benefit of the Holders, sharing (i) equally and ratably with the Term Loan Credit Facility Obligations, by the first-priority Liens granted by the Issuer and the Subsidiary Guarantors on substantially all of the tangible and intangible assets of the Issuer and the Subsidiary Guarantors (whether now owned or subsequently arising or acquired) (other than the Second-Priority Collateral) pursuant to one or more First Lien Security Documents among the Issuer, the Subsidiary Guarantors and the Notes Collateral Agent and, with respect to assets consisting of certain Real Property and Fixtures (whether now owned or hereinafter arising or acquired), pursuant to mortgages, deeds of trust or deeds to secure debt (the foregoing being the “First-Priority Collateral”) and (ii) equally and ratably with the Term Loan Credit Facility Obligations and subject to the first priority Liens securing the Revolving Credit Facility Obligations granted by the Issuer and the Subsidiary Guarantors on substantially all of the cash, accounts and inventory of the Issuer and the Subsidiary Guarantors, and any other property with respect to, evidencing or relating to such cash, accounts and inventory (whether now owned or hereinafter arising or acquired) and the proceeds and products thereof, other than the ICTC Excluded Collateral and the Excluded Property (the foregoing being the “Second-Priority Collateral”); provided, that the First-Priority Collateral and the Second-Priority Collateral will be subject to Permitted Liens and will not include any Excluded Property or the ICTC Excluded Collateral.

Notes Collateral Documents. (a) The payment of all Obligations of the Issuer and the Guarantors to the Holders, the Trustee or the Secured Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees, and the Notes Collateral Documents, according to the terms hereunder or thereunder, including the due and punctual payment of the principal of, premium (premium, if any) , and interest on the Notes and Guarantees 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, premium (if any) of and interest on the Notes and Guarantees and performance of all other Notes Obligations of the Issuer and the Guarantors to the Noteholder Secured Parties under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Notes Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Notes Collateral Documents (upon the entry into such documents)Documents, which define the terms of the Liens that secure Note the Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Issuer and the Guarantors hereby acknowledge and agree that the Secured Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders, the Trustee and the Noteholder Secured Notes Collateral Agent and Parties pursuant to the terms of the Notes Collateral Documents and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees to the terms of the Notes Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, Agreements as each may be in effect or may be amended from time to time in accordance with their terms and this IndentureIndenture and the Intercreditor Agreements, and authorizes and directs the Secured Notes Collateral Agent to enter into the Notes Collateral Documents and the Intercreditor Agreements prior to, on or following and authorizes and directs the Issue Date, Trustee to enter into the Pari Passu Intercreditor Agreement and authorizes and directs each of the Notes Collateral Agent and the Trustee to perform its respective obligations and exercise its respective rights under and in accordance with the Notes Collateral Documents and the Intercreditor Agreements at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewithwhich it is a party. The Issuer shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Notes Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.113.01, to assure and confirm to the Secured Notes Collateral Agent the first-priority security interest in the Notes Collateral and the second-priority security interest in the ABL Collateral contemplated hereby, by the Notes Collateral Documents or any part thereof, 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 secured hereby, according to the intent and purposes herein expressed. The Issuer shall, and shall cause its Subsidiaries to, take any and all actions and make all filings, registrations and recordations (including the filing of UCC financing statements, continuation statements and amendments thereto) required to cause the Notes Collateral Documents to create, perfect and maintain, as security for the Notes Obligations of the Issuer and the Guarantors to the Noteholder Secured Parties under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Notes Collateral Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreements and the Notes Collateral Documents), in favor of the Notes Collateral Agent for the benefit of the Noteholder Secured Parties subject to no Liens other than Permitted Liens. For the avoidance of doubt, the Noteholder Secured Parties shall not have a Lien on the Excluded Assets.

Notes Collateral Documents. (a) The payment of all Obligations of the Issuer and the Guarantors to the Holders, the Trustee or the Secured Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees, and the Notes Collateral Documents, according to the terms hereunder or thereunder, including the due and punctual payment of the principal of, premium (if any) and interest 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 ofperformance of all other Obligations of the Company and the Guarantors to the Holders, premium (if any) and interest on the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees, and the Notes Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Notes Collateral Documents (upon the entry into such documents), which define the terms of the Liens that secure Note the Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Issuer Company and the Guarantors hereby acknowledge and agree that the Secured Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders, the Trustee and the Secured Notes Collateral Agent and pursuant to the terms of the Notes Collateral Documents and the Intercreditor AgreementsDocuments. Each Holder, by accepting a Note, consents and agrees to the terms of the Notes Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements), each as each may be in effect or may be amended from time to time in accordance with their terms and this Indenture, and authorizes and directs the Secured Notes Collateral Agent to enter into the Notes Collateral Documents and the Intercreditor Agreements Agreements, prior to, on or following the Issue Date, and the Notes Collateral Documents and the Intercreditor Agreements at any time after the Issue Date, if as applicable, and to perform and observe its obligations and exercise its rights thereunder in accordance therewith. The Issuer shall do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1, to assure and confirm to the Secured Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Notes Collateral Documents or any part thereof, 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 secured hereby, according to the intent and purposes herein expressed.

Notes Collateral Documents. (a) The payment of all Obligations of Notes and Note Guarantees will be secured by Liens on the Issuer Issuer’s and the Guarantors Guarantors’ existing and future tangible and intangible assets (other than Excluded Assets) that are from time to time subject to Liens securing the HoldersCredit Agreement Obligations, the Trustee or the Secured Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees, and the Notes Collateral Documents, according to the terms hereunder or thereunder, including the due and punctual payment of the principal of, premium (if any) and interest 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, premium (if any) and interest on the Notes shall be secured as provided in the Notes Collateral Documents (upon including the entry Security Agreement and the Pledge Agreement entered into such documentson the Issue Date), which define the terms of the Liens that secure Note Obligations, subject to the terms of the Intercreditor AgreementsAgreement. The Trustee, the Issuer and the Guarantors hereby acknowledge and agree that the Secured Notes Collateral Agent holds the Liens on the Collateral in trust for the benefit of the Holders, the Trustee and the Secured Notes Collateral Agent and pursuant to the terms of the Notes Collateral Documents and the Intercreditor Agreements. Each HolderAgreement. (b) The Notes Collateral Documents to be entered into on the Issue Date and thereafter from time to time, by accepting a Noteamong the Issuer, consents the Guarantors and agrees to the terms of the Notes Collateral Documents (including Agent on behalf of Holders of Notes, will be in form substantially similar to the provisions providing for corresponding Credit Agreement Collateral Document, with such changes as are customary with respect to security documents securing debt securities. Certain security interests in the possessionCollateral may not be in place on the Issue Date or may not be perfected on the Issue Date. For example, usesome of the instruments and other documents, release such as UCC fixture filings and foreclosure of Collateral) intellectual property filings required or desirable to perfect a security interest may not be delivered and/or, if applicable, recorded on or prior to such date. To the extent any such security interest cannot be perfected by the Issue Date, the Issuer and the Intercreditor AgreementsGuarantors will use their commercially reasonable efforts to perform all acts and things that may be required to have such security interests in the Collateral duly created and enforceable and perfected, to the extent required by the Notes Collateral Documents, as each may be promptly as practicable following the Issue Date, but in effect any event, within 90 days of the Issue Date (or may be amended from such longer period of time as to time in accordance with their terms and this Indenture, and authorizes and directs which the Secured Notes Credit Agreement Collateral Agent may agree under the Credit Agreement Collateral Documents). Subject to enter into the applicable limitations set forth in the Notes Collateral Documents and this Indenture (including with respect to Excluded Assets), the Intercreditor Agreements prior toIssuer and the Guarantors shall execute any and all further documents, on financing statements, applications for registration, agreements and instruments, and take all further action that may be required under applicable law, or following that the Notes Collateral Agent may reasonably request, in order to grant, perfect, preserve and protect the validity and priority of the security interests created or intended to be created by the Notes Collateral Documents in the Collateral. Subject to the applicable limitations set forth in the Notes Collateral Documents and this Indenture (including with respect to Excluded Assets), if, after the Issue Date, the Issuer or a Guarantor acquires property that is not automatically subject to a perfected security interest under the Notes Collateral Documents and such property constitutes or would constitute Collateral (including, without limitation, any asset of the Issuer or a Guarantor that becomes Collateral subsequent to the Issue Date as a result of such asset ceasing to be an Excluded Asset) or an entity becomes a Guarantor, then the Issuer or such Guarantor will, as soon as practicable, but in any event, within 90 days (or such longer period of time as to which the Credit Agreement Collateral Agent may agree under the Credit Agreement Collateral Documents), provide for security over such property (or, in the case of a new Guarantor, its assets of the type that would constitute Collateral under the Notes Collateral Documents) in favor of the Notes Collateral Agent and deliver joinder agreements or supplements as required by this Indenture and the Notes Collateral Documents and the Intercreditor Agreements at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer shall do or cause to be done take all such acts and things as may be reasonably actions required by the next sentence of this Section 12.1, to assure and confirm to the Secured Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Notes Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of to perfect the liens created by the Notes secured hereby, according Collateral Documents. (c) The Issuer and the Guarantors may incur Junior Lien Obligations subject to compliance with the intent covenants described in Sections 3.2 and purposes herein expressed3.

Notes Collateral Documents. (a) The payment of all Obligations of the Issuer and the Guarantors to the Holders, the Trustee or the Secured Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees, and the Notes Collateral Documents, according to the terms hereunder or thereunder, including the due and punctual payment of the principal of, premium (if any) and interest 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, premium (if any) and interest on the Notes and performance of all other Obligations of the Issuer and the Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees, and the Notes Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Notes Collateral Documents (upon the entry into such documents), which define the terms of the Liens that secure Note Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Issuer and the Guarantors hereby acknowledge and agree that the Secured Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders, the Trustee and the Secured Notes Collateral Agent and pursuant to the terms of the Notes Collateral Documents and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees to the terms of the Notes Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each as each may be in effect or may be amended from time to time in accordance with their terms and this Indenture, and authorizes and directs the Secured Notes Collateral Agent to enter into the Notes Collateral Documents and the Intercreditor Agreements prior to, on or following the Issue Date, and the Notes Collateral Documents and the Intercreditor Agreements at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Notes Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1, to assure and confirm to the Secured Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Notes Collateral Documents or any part thereof, 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 secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Intercreditor Agreements, the Issuer and the Guarantors shall execute, file or cause the filing of any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Notes Collateral Documents in the Collateral and cause the Collateral Requirement to be and remain satisfied; provided that for so long as there are outstanding any ABL Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the ABL Credit Agreement. (b) Notwithstanding anything to the contrary herein, the security interests in the Collateral securing the Notes (other than as set forth in the following proviso) will not be required to be in place on the Issue Date and will not be perfected on such date, but will be required to be put in place no later than 90 days after the Issue Date (or such longer period as to which the ABL Collateral Agent may agree with respect to the ABL Credit Agreement); provided, however, the perfection of the security interests (1) in the certificated Capital Stock of the Issuer and the Issuer’s Wholly Owned Domestic Subsidiaries will be required to be delivered on the Issue Date and (2) in other assets with respect to which a Lien may be perfected by the filing of a UCC financing statement (or equivalent), which UCC financing statement (or equivalent) will be required to be filed as of the Issue Date.