Common use of Security Documents; Additional Collateral Clause in Contracts

Security Documents; Additional Collateral. (a) The payment of the principal of, premium, if any, and interest on the Notes when due, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuer pursuant to the Notes or by any Guarantor pursuant to its Note Guarantees, the payment of all secured obligations under the Security Documents, and the performance of all other obligations of the Issuer and the Guarantors under this Indenture, the Notes, the Note Guarantees and the Security Documents are secured by Liens on the Collateral in favor of the Collateral Agent for the benefit of the Trustee and the Holders prior to all other Liens except for Permitted Liens, as provided in the Security Documents, and shall be secured as provided in the Security Documents hereafter delivered as required or permitted by this Indenture. The Trustee, the Issuer and the Guarantors hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the ratable benefit of the Trustee and the Holders and the other secured parties under the Security Document as provided therein and enforcing their rights (in their capacity as such) with respect to the Collateral, in each case pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the applicable Security Documents, and authorizes and directs the Collateral Agent to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer shall deliver to the Collateral Agent all documents required to be delivered pursuant to the Security Documents, and shall do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01(a), to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security 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 thereby, according to the intent and purposes therein expressed. The Issuer shall, and shall cause each Guarantor to, and each Guarantor shall, make all filings (including filings of continuation statements and amendments to Uniform Commercial Code financing statements) and take all other actions as are required by the Security Documents to maintain (at the sole cost and expense of the Issuer and Guarantors) the security interest created by the Security Documents in the Collateral in favor of the Collateral Agent for the benefit of the Trustee and the Holders as a valid and enforceable first priority perfected lien and security interest, subject only to Permitted Liens. (b) Neither the Issuer nor any Guarantor shall take or omit to take any action that would materially adversely affect or impair the Liens in favor of the Collateral Agent for the benefit of the Trustee and the Holders with respect to the Collateral. Neither the Issuer nor any Guarantor 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 of any Person, other than as permitted by this Indenture, the Notes, the Guarantees and the Security Documents. (c) Promptly upon the acquisition by the Issuer or any Guarantor of assets that constitute Collateral pursuant to the Security Documents (including any property acquired after the date of this Indenture that constitutes Collateral to which a perfected first priority Lien is not established upon the Issuer’s acquisition of such Collateral pursuant to the Security Documents) (“After-Acquired Property”), (i) the Issuer or such Guarantor and the Collateral Agent shall enter into such amendments or supplements to the Security Documents, or security agreements, pledge agreements or other documents, in each case as necessary to perfect the Lien with respect to such After-Acquired Property as required by the Security Documents (“After-Acquired Collateral Documents”); and (ii) the Issuer shall also deliver to the Collateral Agent the evidence of payment of all filing fees, recording and registration charges, transfer taxes and other costs and expenses, including reasonable legal fees and disbursements of counsel for the Collateral Agent (and any local counsel), that may be incurred to validly and effectively subject the After-Acquired Property to the Lien of any applicable Security Document and perfect such Lien.

Security Documents; Additional Collateral. (a) The payment of the principal of, premium, if any, and interest on the Notes when due, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption prepayment or otherwise and whether by the Issuer Company pursuant to the Notes or by any Guarantor pursuant to its Note Guarantees, the payment of all secured obligations under the Security Documents, and the performance of all other obligations of the Issuer and the Guarantors Company under this IndentureAgreement, the Notes, the Note Guarantees Notes and the Security Documents are secured by Liens on the Collateral in favor of the Collateral Agent for the benefit of the Trustee Administrative Agent and the Holders prior to all other Liens except for Permitted LiensCollateral Liens (other than as described in clause (y) of the definition thereof), as provided in the Security Documents, and shall will be secured as provided in the Security Documents hereafter delivered as required or permitted by this IndentureAgreement. The Trustee, the Issuer Company and the Guarantors hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the ratable benefit of the Trustee Administrative Agent and the Holders and the other secured parties under the Security Document Documents as provided therein and for purposes of enforcing their rights (in their capacity as such) with respect to the Collateral, in each case pursuant to the terms of the Security DocumentsDocuments (but subject to the Intercreditor Agreement). Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and Agreement, the applicable Security DocumentsDocuments and the Intercreditor Agreement, and authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer Company shall deliver to the Collateral Agent all documents required to be delivered pursuant to the Security Documents, and shall do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01(a), to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security 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 Agreement and of the Notes secured thereby, according to the intent and purposes therein expressed. The Issuer Company shall, and shall cause each applicable Guarantor to, and each applicable Guarantor shall, make all filings (including filings of continuation statements and amendments to Uniform Commercial Code financing statements) and take all other actions as are required by the Security Documents to maintain (at the their sole cost and expense of the Issuer and Guarantorsexpense) the security interest created by the Security Documents in the Collateral in favor of the Collateral Agent for the benefit of the Trustee Administrative Agent and the Holders as a valid and enforceable first priority perfected lien and security interest, subject only to Permitted LiensCollateral Liens (other than as described in clause (y) of the definition thereof). (b) Neither None of the Issuer nor Company or any Guarantor Guarantors shall take or omit to take any action that would materially adversely affect or impair the Liens in favor of the Collateral Agent for the benefit of the Trustee Administrative Agent and the Holders with respect to the Collateral, except as permitted under this Agreement, the Notes, the Security Documents or the Intercreditor Agreement. Neither None of the Issuer nor Company or any Guarantor Guarantors 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 of any Person, other than as permitted by this IndentureAgreement, the Notes, the Guarantees Note Guarantees, the Security Documents and the Security DocumentsIntercreditor Agreement. (c) Promptly upon the acquisition by the Issuer Company or any Guarantor of assets that constitute Collateral pursuant to the Security Documents (including any property acquired after the date of this Indenture that constitutes Collateral to which a perfected first priority Lien is not established upon the Issuer’s acquisition of such Collateral pursuant to the Security Documents) (“After-Acquired Property”), (i) the Issuer Company or such Guarantor and the Collateral Agent shall enter into such amendments or supplements to the Security Documents, or security agreements, pledge agreements or other documents, in each case as necessary to perfect the Lien with respect to such After-Acquired Property as required by the Security Documents (“After-Acquired Collateral Documents”); and (ii) the Issuer Company shall also deliver to the Collateral Agent the evidence of payment of all filing fees, recording and registration charges, transfer taxes and other costs and expenses, including reasonable legal fees and disbursements of counsel for the Collateral Agent (and any local counsel), that may be incurred to validly and effectively subject the After-Acquired Property to the Lien of any applicable Security Document and perfect such Lien.

Security Documents; Additional Collateral. (a) The payment of the principal of, premium, if any, and interest on the Notes when due, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption prepayment or otherwise and whether by the Issuer Company pursuant to the Notes or by any Guarantor pursuant to its Note Guarantees, the payment of all secured obligations under the Security Documents, and the performance of all other obligations of the Issuer and the Guarantors Company under this IndentureAgreement, the Notes, the Note Guarantees Notes and the Security Documents are secured by Liens on the Collateral in favor of the Collateral Agent for the benefit of the Trustee Administrative Agent and the Holders prior to all other Liens except for Permitted LiensCollateral Liens (other than as described in clause (y) of the definition thereof), as provided in the Security Documents, and shall will be secured as provided in the Security Documents hereafter delivered as required or permitted by this IndentureAgreement. The Trustee, the Issuer Company and the Guarantors hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the ratable benefit of the Trustee Administrative Agent and the Holders and the other secured parties under the Security Document Documents as provided therein and for purposes of enforcing their rights (in their capacity as such) with respect to the Collateral, in each case pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture Agreement and the applicable Security Documents, and authorizes and directs the Collateral Agent to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer Company shall deliver to the Collateral Agent all documents required to be delivered pursuant to the Security Documents, and shall do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01(a), to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security 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 Agreement and of the Notes secured thereby, according to the intent and purposes therein expressed. The Issuer Company shall, and shall cause each applicable Guarantor to, and each applicable Guarantor shall, make all filings (including filings of continuation statements and amendments to Uniform Commercial Code financing statements) and take all other actions as are required by the Security Documents to maintain (at the their sole cost and expense of the Issuer and Guarantorsexpense) the security interest created by the Security Documents in the Collateral in favor of the Collateral Agent for the benefit of the Trustee Administrative Agent and the Holders as a valid and enforceable first priority perfected lien and security interest, subject only to Permitted LiensCollateral Liens (other than as described in clause (y) of the definition thereof). (b) Neither None of the Issuer nor Company or any Guarantor Guarantors shall take or omit to take any action that would materially adversely affect or impair the Liens in favor of the Collateral Agent for the benefit of the Trustee Administrative Agent and the Holders with respect to the Collateral, except as permitted under this Agreement, the Notes or the Security Documents. Neither None of the Issuer nor Company or any Guarantor Guarantors 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 of any Person, other than as permitted by this IndentureAgreement, the Notes, the Note Guarantees and the Security Documents. (c) Promptly upon the acquisition by the Issuer Company or any Guarantor of assets that constitute Collateral pursuant to the Security Documents (including any property acquired after the date of this Indenture that constitutes Collateral to which a perfected first priority Lien is not established upon the Issuer’s acquisition of such Collateral pursuant to the Security Documents) (“"After-Acquired Property”"), (i) the Issuer Company or such Guarantor and the Collateral Agent shall enter into such amendments or supplements to the Security Documents, or security agreements, pledge agreements or other documents, in each case as necessary to perfect the Lien with respect to such After-Acquired Property as required by the Security Documents (“After-Acquired Collateral Documents”); and (ii) the Issuer Company shall also deliver to the Collateral Agent the evidence of payment of all filing fees, recording and registration charges, transfer taxes and other costs and expenses, including reasonable legal fees and disbursements of counsel for the Collateral Agent (and any local counsel), that may be incurred to validly and effectively subject the After-Acquired Property to the Lien of any applicable Security Document and perfect such Lien.

Security Documents; Additional Collateral. (a) The payment of the principal of, premium, if any, and interest on the Notes when due, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuer pursuant to the Notes or by any Guarantor pursuant to its Note Guarantees, the payment of all secured obligations under the Security Documents, and the performance of all other obligations of the Issuer and the Guarantors under this Indenture, the Notes, the Note Guarantees and the Security Documents are secured by Liens on the Collateral in favor of the Collateral Agent for the benefit of the Trustee and the Holders prior to all other Liens except for Permitted Liens, as provided in the Security Documents, and shall will be secured as provided in the Security Documents hereafter delivered as required or permitted by this Indenture. The Trustee, the Issuer and the Guarantors hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the ratable benefit of the Trustee and the Holders and the other secured parties under the Security Document as provided therein and enforcing their rights (in their capacity as such) with respect to the Collateral, in each case pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the applicable Security Documents, and authorizes and directs the Collateral Agent to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer shall deliver to the Collateral Agent all documents required to be delivered pursuant to the Security Documents, and shall do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01(a), to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security 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 thereby, according to the intent and purposes therein expressed. The Issuer shall, and shall cause each Guarantor to, and each Guarantor shall, make all filings (including filings of continuation statements and amendments to Uniform Commercial Code financing statements) and take all other actions as are required by the Security Documents to maintain (at the sole cost and expense of the Issuer and Guarantors) the security interest created by the Security Documents in the Collateral in favor of the Collateral Agent for the benefit of the Trustee and the Holders as a valid and enforceable first priority perfected lien and security interest, subject only to Permitted Liens. (b) Neither the Issuer nor any Guarantor shall take or omit to take any action that would materially adversely affect or impair the Liens in favor of the Collateral Agent for the benefit of the Trustee and the Holders with respect to the Collateral. Neither the Issuer nor any Guarantor 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 of any Person, other than as permitted by this Indenture, the Notes, the Guarantees and the Security Documents. (c) Promptly upon the acquisition by the Issuer or any Guarantor of assets that constitute Collateral pursuant to the Security Documents (including any property acquired after the date of this Indenture that constitutes Collateral to which a perfected first priority Lien is not established upon the Issuer’s acquisition of such Collateral pursuant to the Security Documents) (“After-Acquired Property”), (i) the Issuer or such Guarantor and the Collateral Agent shall enter into such amendments or supplements to the Security Documents, or security agreements, pledge agreements or other documents, in each case as necessary to perfect the Lien with respect to such After-Acquired Property as required by the Security Documents (“After-Acquired Collateral Documents”); and (ii) the Issuer shall also deliver to the Collateral Agent the evidence of payment of all filing fees, recording and registration charges, transfer taxes and other costs and expenses, including reasonable legal fees and disbursements of counsel for the Collateral Agent (and any local counsel), that may be incurred to validly and effectively subject the After-Acquired Property to the Lien of any applicable Security Document and perfect such Lien.

Security Documents; Additional Collateral. (a) The In order to secure the due and punctual payment of the principal of, premium, if any, Securities and interest on all other Obligations in respect of the Notes when due, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise Securities and whether by the Issuer pursuant to the Notes or by any Guarantor pursuant to its Note Guarantees, the payment of all secured obligations under this Indenture and the Security Documents, and the performance of all other obligations of amounts payable to the Issuer Trustee hereunder, the Company and the Guarantors under shall, on the Issue Date or thereafter in accordance with the provisions of this IndentureSection 10.1 and Section 10.2 hereof, enter into the Notes, the Note Guarantees and the applicable Security Documents are secured by Liens to create the Lien on the Collateral in favor of the Notes Collateral Agent (subject to the terms of the Intercreditor Agreement) for the benefit of the Noteholder Secured Parties and to provide for certain related intercreditor matters. The Trustee and the Holders prior to all other Liens except for Permitted Liens, as provided in the Security Documents, and shall be secured as provided in the Security Documents hereafter delivered as required or permitted by this Indenture. The Trustee, the Issuer and the Guarantors Company hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the ratable benefit of the Trustee and the Holders and the other secured parties under the Security Document as provided therein and enforcing their rights (in their capacity as such) with respect to the CollateralNoteholder Secured Parties, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a NoteSecurity (including any Indebtedness issued after the Issue Date pursuant to clause (iii) of the fourth paragraph of Section 2.2), consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the applicable Security DocumentsIntercreditor Agreement, and authorizes and directs the Notes Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer shall deliver to ; provided, however, that if any of the Collateral Agent all documents required to be delivered pursuant to provisions of the Security DocumentsDocuments limit, and shall do qualify or cause to be done all such acts and things as may be reasonably required conflict with the duties imposed by the next sentence provisions of this Section 12.01(a)the TIA, the TIA shall control. Any Guarantor shall, upon becoming a Guarantor, become a party to assure each applicable Security Document as shall be necessary or appropriate to grant and confirm to the Collateral Agent the create a valid Lien on and security interest in the Collateral contemplated hereby, by personal property of such Guarantor of the type described in the definition of “Collateral” in the Security Documents or any part thereofAgreement and, as from time to time constitutedthe extent required by Section 10.1(b), so as all real property owned by such Guarantor, in each case, subject to render the same available for the security and benefit of no Liens other than Liens permitted by this Indenture and the Security Documents. In furtherance and in compliance with the provisions of Section 4.19 herein, after the Issue Date, to further secure the Obligations in respect of the Notes secured therebySecurities and this Indenture, according to the intent Company and purposes therein expressed. The Issuer shall, and the Guarantors shall cause each Guarantor to, and each Guarantor shall, make all filings (including filings of continuation statements and amendments to Uniform Commercial Code financing statements) and take all other actions as are required by enter into the applicable Security Documents to maintain (at the sole cost and expense of the Issuer and Guarantors) the security interest created by the Security Documents in the Collateral create a Lien in favor of the Notes Collateral Agent for the benefit of the Trustee Noteholder Secured Parties on any and all Collateral (subject to the Holders as a valid and enforceable first priority perfected lien and security interest, subject only to Permitted Liens. (b) Neither the Issuer nor any Guarantor shall take or omit to take any action that would materially adversely affect or impair the Liens in favor terms of the Intercreditor Agreement) on which a Lien is granted to the Notes Collateral Agent for the benefit of the Trustee and Noteholder Secured Parties. (b) If the Holders Company or any Guarantor acquires after the Issue Date (i) in fee simple any real property with book value or cost (whichever is greater) in excess of $2.5 million or (ii) any leasehold interests in any real property with annual rent in excess of $2.5 million, in either case as determined in good faith by the Company’s Board of Directors as evidenced by a Board Resolution, the Company or such Guarantor shall grant to the Notes Collateral Agent for the benefit of the Noteholder Secured Parties a Mortgage on such real property; provided that in the case of leaseholds only (but not with respect to owned real property) the CollateralCompany and the Guarantors shall only be required to use commercially reasonable efforts to obtain leasehold mortgages or other security interests with respect thereto and shall in no event be required to obtain such leasehold mortgages or other security interests if prohibited by applicable law, regulation or contract. Neither All such Mortgages shall be reasonably satisfactory in form and substance to the Issuer nor any Guarantor shall enter into any agreement that requires the proceeds received from any sale of Notes Collateral to be applied to repay, redeem, defease or otherwise acquire or retire any Indebtedness of any Person, other than as permitted by this IndentureAgent. In connection therewith, the NotesCompany shall deliver to the Notes Collateral Agent a Mortgage, title insurance policy, survey, legal opinion, Uniform Commercial Code (“UCC”) fixture filings and other documents and instruments meeting the Guarantees requirements of Schedule III of the Purchase Agreement (as if such newly acquired real property were set forth on such Schedule), each in form and the Security Documentssubstance satisfactory to Notes Collateral Agent, and pay all costs and expenses in connection therewith. (c) Promptly upon The Trustee (solely in its capacity as a trustee on behalf of the acquisition by the Issuer or any Guarantor of assets that constitute Collateral pursuant to the Security Documents (including any property acquired after the date of this Indenture that constitutes Collateral to which a perfected first priority Lien is not established upon the Issuer’s acquisition of such Collateral Holders pursuant to the Security Documents) (“After-Acquired Property”)and each Holder, (i) by accepting a Security, agrees to all of the Issuer or such Guarantor terms and provisions of each of the Security Documents and the Collateral Agent shall enter into such amendments or supplements Intercreditor Agreement, as the same may be amended from time to time pursuant to the provisions of Security Documents, the Intercreditor Agreement and this Indenture, and acknowledges that the Security Documents also may be amended to the extent permitted by law without the consent of the Trustee or security agreements, pledge agreements or other documentsthe Holders to add additional Persons as Noteholder Secured Parties under the Security Documents and/or add new classes of creditors, in each case as necessary to perfect the Lien with respect to such After-Acquired Property as required by the Security Documents (“After-Acquired Collateral Documents”); and (ii) the Issuer shall also deliver case, to the Collateral Agent extent such Indebtedness and Liens are permitted hereby. (d) The Company and the evidence Guarantors shall comply with the requirements of payment Section 5(i) of all filing fees, recording and registration charges, transfer taxes and other costs and expenses, including reasonable legal fees and disbursements of counsel for the Collateral Agent (and any local counsel), that may be incurred to validly and effectively subject the After-Acquired Property to the Lien of any applicable Security Document and perfect such LienPurchase Agreement.

Security Documents; Additional Collateral. (a) The payment of the principal of, premium, if any, and interest on the Notes when due, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuer Issuers pursuant to the Notes or by any Guarantor pursuant to its Note Guarantees, the payment of all secured obligations under the Security Documents, and the performance of all other obligations of the Issuer and the Guarantors Issuers under this Indenture, the Notes, the Note Guarantees Notes and the Security Documents are secured by Liens on the Collateral in favor of the Collateral Agent for the benefit of the Trustee and the Holders prior to all other Liens except for Permitted LiensCollateral Liens (other than as described in clause (y) of the definition thereof), as provided in the Security Documents, and shall will be secured as provided in the Security Documents hereafter delivered as required or permitted by this Indenture. The Trustee, the Issuer Issuers and the Guarantors hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the ratable benefit of the Trustee and the Holders and the other secured parties under the Security Document Documents as provided therein and enforcing their rights (in their capacity as such) with respect to the Collateral, in each case pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the applicable Security Documents, and authorizes and directs the Collateral Agent to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer Issuers shall deliver to the Collateral Agent all documents required to be delivered pursuant to the Security Documents, and shall do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01(a), to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security 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 thereby, according to the intent and purposes therein expressed. The Issuer Issuers shall, and shall cause each applicable Guarantor to, and each applicable Guarantor shall, make all filings (including filings of continuation statements and amendments to Uniform Commercial Code financing statements) and take all other actions as are required by the Security Documents to maintain (at the their sole cost and expense of the Issuer and Guarantorsexpense) the security interest created by the Security Documents in the Collateral in favor of the Collateral Agent for the benefit of the Trustee and the Holders as a valid and enforceable first priority perfected lien and security interest, subject only to Permitted Collateral Liens. (b) Neither None of the Issuer nor Issuers or any Guarantor Guarantors shall take or omit to take any action that would materially adversely affect or impair the Liens in favor of the Collateral Agent for the benefit of the Trustee and the Holders with respect to the Collateral, except as permitted under this Indenture, the Notes or the Security Documents. Neither None of the Issuer nor Issuers or any Guarantor Guarantors 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 of any Person, other than as permitted by this Indenture, the Notes, the Note Guarantees and the Security Documents. (c) Promptly upon the acquisition by the Issuer Company or any Guarantor of assets that constitute Collateral pursuant to the Security Documents (including any property acquired after the date of this Indenture that constitutes Collateral to which a perfected first priority Lien is not established upon the Issuer’s acquisition of such Collateral pursuant to the Security Documents) (“After-Acquired Property”), (i) the Issuer Company or such Guarantor and the Collateral Agent shall enter into such amendments or supplements to the Security Documents, or security agreements, pledge agreements or other documents, in each case as necessary to perfect the Lien with respect to such After-Acquired Property as required by the Security Documents (“After-Acquired Collateral Documents”); and (ii) the Issuer Company shall also deliver to the Collateral Agent the evidence of payment of all filing fees, recording and registration charges, transfer taxes and other costs and expenses, including reasonable legal fees and disbursements of counsel for the Collateral Agent (and any local counsel), that may be incurred to validly and effectively subject the After-Acquired Property to the Lien of any applicable Security Document and perfect such Lien.

Security Documents; Additional Collateral. (a) The payment As general and continuing collateral security for the due satisfaction of all Obligations of the principal of, premiumCompany and its Restricted Subsidiaries, if any, and interest on the Notes when due, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuer pursuant to the Notes or by any Guarantor pursuant to its Note Guarantees, the payment of all secured obligations under the Security Documents, and the performance of all other obligations of the Issuer and the Guarantors under this Indenture, the Notes, Notes and the Note Guarantees and the due performance by the Company and its Restricted Subsidiaries, if any, of their other Obligations hereunder and thereunder, the Company has entered into, and any such Restricted Subsidiary and the Company, to the extent required by Section 4.10, 4.19, 4.21, 10.1(c) or 12.4 hereof, may enter into, Security Documents are secured by to grant Liens (subject to Permitted Collateral Liens) on the Collateral in favor of the Collateral Agent for the benefit of the Trustee Collateral. The Company hereby, and the Holders prior to all other Liens except for Permitted Liens, as provided in the Security Documents, and shall be secured as provided in the Security Documents hereafter delivered as required or permitted by this Indenture. The Trustee, the Issuer and the Guarantors hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the ratable benefit their acceptance of delivery of the Notes, authorize and direct the Trustee and the Holders and the other secured parties under the Security Document as provided therein and enforcing their rights (in their capacity as such) with respect to the Collateral, in each case pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the applicable Security Documents, and authorizes and directs the Collateral Agent to enter into the Security Documents Documents. (b) The Company represents, covenants and agrees that it has and its Restricted Subsidiaries have, and it and each Restricted Subsidiary shall at all times have, full right, power and lawful authority to perform its obligations grant, bargain, sell, release, convey, hypothecate, assign, mortgage, pledge, transfer and exercise its rights thereunder in accordance therewith. The Issuer shall deliver to confirm the property constituting the Collateral Agent all documents required to be delivered pursuant to the Security DocumentsDocuments to which such Persons are party, free and clear of all Liens (other than Permitted Collateral Liens), and shall that (i) it will warrant and defend the title to the same against the claims of all Persons (except as to Permitted Collateral Liens), (ii) it and such of its Restricted Subsidiaries, as applicable, will execute, acknowledge and deliver to the Trustee such further assignments, transfers, assurances or other instruments as are necessary or as the Trustee may reasonably require and (iii) it and such of its Restricted Subsidiaries, as applicable, will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01(a)Trustee, to assure and confirm to the Collateral Agent Trustee such Lien on the security interest in the Collateral contemplated herebyCollateral, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of the Security Documents, this Indenture and of the Notes secured thereby, according to the intent and purposes therein expressedNotes. The Issuer shallCompany further covenants and agrees that each Security Document, and shall cause each Guarantor toas applicable, and each Guarantor shall, make all filings creates or will create (including filings of continuation statements and amendments when delivered) a valid first-ranking Lien (subject to Uniform Commercial Code financing statementsPermitted Collateral Liens) and take all other actions as are required by the Security Documents to maintain (at the sole cost and expense of the Issuer and Guarantors) the security interest created by the Security Documents in on the Collateral in favor of the Collateral Agent for the benefit of the Trustee and the Holders as a valid and enforceable first priority perfected lien and security interest, subject only to Permitted Liens. (b) Neither the Issuer nor any Guarantor shall take or omit to take any action that would materially adversely affect or impair the Liens in favor of the Collateral Agent for the benefit of the Trustee and the Holders with respect to the Collateral. Neither the Issuer nor any Guarantor 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 of any Person, other than as permitted by this Indenture, the Notes, the Guarantees and the Security Documentsthereto. (c) Promptly upon Concurrently with (i) a Person becoming a Guarantor, (ii) the acquisition by the Issuer Company or any Guarantor Restricted Subsidiary of any assets that constitute or property of the type which constitutes Collateral pursuant with a fair market value (as determined by the Board of Directors) in excess of $100,000 individually or in the aggregate or (iii) a Lien on any asset of the Company or its Restricted Subsidiaries being granted in favor of Senior Secured Indebtedness, the Company shall, or shall cause the applicable Restricted Subsidiary (other than an LSAE which is not a Guarantor) to, among other things: (1) in the case of personal property, execute and deliver to the Security Documents (including any Trustee such Uniform Commercial Code financing statements or take such other actions as shall be necessary or desirable to perfect and protect the Trustee's lien on and security interest in such assets or property acquired after and the date of this Indenture that constitutes Collateral to which a perfected first priority Lien is not established upon thereof (subject only to Permitted Collateral Liens); (2) in the Issuer’s acquisition case of such Collateral pursuant Real Property, execute and deliver to the Security DocumentsTrustee: (a) a Mortgage, under which the Company or such Restricted Subsidiary shall grant to the Trustee a first priority lien on and security interest in such Real Property and any related fixtures (“After-Acquired Property”subject only to Permitted Collateral Liens); (b) survey and title insurance, complying with Section 4.21 hereof to the extent applicable (provided that (i) the Issuer or such Guarantor any mortgagee title insurance policy in respect of any owned Real Property shall include additional endorsements for survey, public road access and the Collateral Agent shall enter into such amendments or supplements to the Security Documentsso-called comprehensive coverage, or security agreementsif available, pledge agreements or other documents, in each case as necessary to perfect the Lien with respect to such After-Acquired Property as required by the Security Documents (“After-Acquired Collateral Documents”); and (ii) any survey shall be sufficient for the Issuer shall also deliver title insurance company to issue the so-called comprehensive endorsement to the Collateral Agent title insurance policy and remove the evidence of payment of all filing fees, recording and registration charges, transfer taxes and other costs and expenses, including reasonable legal fees and disbursements of counsel for standard survey exception from the Collateral Agent (and any local counseltitle insurance policy), covering any Real Property that may be incurred to validly and effectively subject the After-Acquired Property is owned by such Restricted Subsidiary in an amount at least equal to the Lien purchase price of any applicable Security Document and perfect such Lien.Real Property; (c) UCC fixture filings; and (d) such other documents of the type described in Section 4.21 of this Indenture; and

Security Documents; Additional Collateral. (a) The payment of the principal of, premium, if any, and interest on the Notes when due, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuer Issuers pursuant to the Notes or by any Guarantor pursuant to its Note Guarantees, the payment of all secured obligations under the Security Documents, and the performance of all other obligations of the Issuer and the Guarantors Issuers under this Indenture, the Notes, the Note Guarantees Notes and the Security Documents are secured by Liens on the Collateral in favor of the Collateral Agent for the benefit of the Trustee and the Holders prior to all other Liens except for Permitted LiensCollateral Liens (other than as described in clause (y) of the definition thereof), as provided in the Security Documents, and shall will be secured as provided in the Security Documents hereafter delivered as required or permitted by this Indenture. The Trustee, the Issuer Issuers and the Guarantors hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the ratable benefit of the Trustee and the Holders and the other secured parties under the Security Document Documents as provided pro- vided therein and enforcing their rights (in their capacity as such) with respect to the Collateral, in each case pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the applicable Security Documents, and authorizes and directs the Collateral Agent to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer Issuers shall deliver to the Collateral Agent all documents required to be delivered pursuant to the Security Documents, and shall do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01(a), to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security 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 thereby, according to the intent and purposes therein expressed. The Issuer Issuers shall, and shall cause each applicable Guarantor to, and each applicable Guarantor shall, make all filings (including filings of continuation statements and amendments to Uniform Commercial Code financing statements) and take all other actions as are required by the Security Documents to maintain (at the their sole cost and expense of the Issuer and Guarantorsexpense) the security interest created by the Security Documents in the Collateral in favor of the Collateral Agent for the benefit of the Trustee and the Holders as a valid and enforceable first priority perfected lien and security interest, subject only to Permitted Collateral Liens. (b) Neither None of the Issuer nor Issuers or any Guarantor Guarantors shall take or omit to take any action that would materially adversely affect or impair the Liens in favor of the Collateral Agent for the benefit of the Trustee and the Holders with respect to the Collateral, except as permitted under this Indenture, the Notes or the Security Documents. Neither None of the Issuer nor Issuers or any Guarantor Guarantors shall enter into any agreement that requires re- quires 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 Note Guarantees and the Security Documents. (c) Promptly upon the acquisition by the Issuer Company or any Guarantor of assets that constitute Collateral pursuant to the Security Documents (including any property acquired after the date of this Indenture that constitutes Collateral to which a perfected first priority Lien is not established upon the Issuer’s acquisition of such Collateral pursuant to the Security Documents) (“After-Acquired Property”), (i) the Issuer Company or such Guarantor and the Collateral Agent shall enter into such amendments or supplements to the Security Documents, or security agreements, pledge agreements or other documents, in each case as necessary to perfect the Lien with respect to such After-Acquired Property as required by the Security Documents (“After-Acquired Collateral Documents”); and (ii) the Issuer Company shall also deliver to the Collateral Agent the evidence of payment of all filing fees, recording and registration charges, transfer taxes and other costs and expenses, including reasonable legal fees and disbursements of counsel for the Collateral Agent (and any local counsel), that may be incurred to validly and effectively subject the After-Acquired Property to the Lien of any applicable Security Document and perfect such Lien.