Common use of Security Documents; Additional Collateral Clause in Contracts

Security Documents; Additional Collateral. (a) In order to secure the due and punctual payment of the Securities and all other Obligations in respect of the Securities and this Indenture, and the other amounts payable to the Trustee hereunder, the Company and the Guarantors shall, on the Issue Date, enter into the applicable Security Documents to create the Lien on the Collateral in favor of the Collateral Agent for the benefit of the Notes Secured Creditors and to provide for certain related intercreditor matters. Any Guarantor shall, upon becoming a Guarantor, become a party to each applicable Security Document as shall be necessary or appropriate to grant and create a valid Lien on and security interest in the personal property of such Guarantor of the type described in the definition of “Collateral” in the Security Agreement and, to the extent required by the Credit Agreement, all real property owned by such Guarantor, in each case, subject to 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 Securities and this Indenture, the Company and the Guarantors shall enter into the applicable Security Documents to create a Lien in favor of Collateral Agent for the benefit of the Notes Secured Creditors on any and all Collateral on which a Lien is granted to the Collateral Agent for the benefit of the Bank Lenders. (b) If at any time after the First-Lien Obligations Termination Date, the Company or any Guarantor acquires (i) in fee simple any real property with a fair market value in excess of $1.0 million or (ii) any leasehold interest in any leasehold property with a fair market value in excess of $1.0 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 Collateral Agent for the benefit of the Notes Secured Creditors a Mortgage on such real property; provided, that the Company or any such Guarantor shall not be required to so grant a Mortgage on such real property to the extent that (1) such a grant is prohibited by the applicable lease (and the lessor thereunder or its mortgagees has not consented thereto) or (2) such a grant is prohibited by the terms of any document evidencing a prior Lien thereon to the extent permitted hereunder. All such Mortgages shall be reasonably satisfactory in form and substance to the Collateral Agent. In connection therewith, the Company shall deliver to the Collateral Agent a Mortgage, title insurance policy, survey, legal opinion, Uniform Commercial Code (“UCC”) fixture filings and other documents and instruments meeting the requirements of Section 6(g), (h), (i), (j), (l), (m), (n), (o), (p) and (q) of the Purchase Agreement, each in form and substance satisfactory to Collateral Agent, and pay all costs and expenses in connection therewith. (c) The Trustee (solely in its capacity as a trustee on behalf of the Holders pursuant to the Security Documents) and each Holder, by accepting a Security, agrees to all of the terms and provisions of each of the Security Documents, as the same may be amended from time to time pursuant to the provisions of Security Documents and this Indenture, and acknowledge that (i) until such time as the First-Lien Obligations Termination Date has occurred, the Security Documents may be amended, to the extent set forth therein and to the extent permitted by law, without the consent of the Trustee or the Holders and (ii) the Security Documents also may be amended to the extent permitted by law without the consent of the Trustee or the Holders to add additional Persons as Secured Creditors under the Security Documents and/or add new classes of creditors, in each case, to the extent such Indebtedness and Liens are permitted hereby. (d) The Trustee (solely in its capacity as a trustee on behalf of the Holders pursuant to the Security Documents) and the Holders expressly acknowledge and agree (i) to all of the terms and agreements contained in the Security Agreement, (ii) that the claims of the Holders and the Trustee against the Assignors (as defined in the Security Agreement) in respect of the Collateral constitute junior claims separate and apart (and of a different class) from the senior claims with respect to all First-Lien Obligations against the Assignors in respect of the Collateral and (iii) the Obligations under the Credit Agreement and all First-Lien Obligations and Senior Second-Lien Notes Obligations (as defined in the Security Agreement) include, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Assignor at the rate provided for in the respective Secured Debt Agreements (as defined in the Security Agreement) governing the same, whether or not a claim for post-petition interest is allowed in any such case, proceeding or other action. (e) In the event that any provisions of this Indenture are deemed to conflict with Sections 1.1, 7.5 or 10.8 of the Security Agreement, the provisions of such sections of the Security Agreement shall govern, except in the case of any provisions relating to the duties or obligations of the Trustee under this Indenture in which case the provisions of this Indenture shall govern.

Security Documents; Additional Collateral. (a) In order to secure the due and punctual payment of the Securities Notes and all other Obligations in respect of the Securities Notes and this Indenture, and the other amounts payable to the Trustee hereunder, the Company and the Guarantors shall, on the Issue Date, enter into the applicable Security Documents to create the Lien on the Collateral in favor of the Collateral Agent for the benefit of the Notes Secured Creditors and to provide for certain related intercreditor matters. Any Guarantor shall, upon becoming a Guarantor, become a party to each applicable Security Document as shall be necessary or appropriate to grant and create a valid Lien on and security interest in the personal property of such Guarantor of the type described in the definition of “Collateral” in the U.S. Security Agreement and, to the extent required by the Senior Credit AgreementFacility, all real property owned by such Guarantor, in each case, subject to 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 Securities and this Indenture, the Company and the Guarantors shall enter into the applicable Security Documents to create a Lien in favor of Collateral Agent for the benefit of the Notes Secured Creditors on any and all Collateral on which a Lien is granted to the Collateral Agent for the benefit of the Bank LendersPermitted Liens. (b) If at any time after the First-Lien Non-2003 Senior Secured Notes Obligations Termination DateDate (as defined in the U.S. Security Agreement), the Company or any Guarantor acquires (i) in fee simple any real property with a fair market value in excess of $1.0 million or (ii) any leasehold interest entity which owns in fee simple any leasehold real property with a fair market value in excess of $1.0 millionmillion becomes a Guarantor, in either case as determined in good faith by the Company’s Board of Directors as evidenced by a Board ResolutionDirectors, the Company or such Guarantor shall grant to the Collateral Agent for the benefit of the Notes Secured Creditors a Mortgage on such real property; providedor Amended and Restated Mortgage, that the Company or any such Guarantor shall not be required to so grant a Mortgage as appropriate, on such real property to the extent that (1) such a grant is prohibited not already covered by the applicable lease (and the lessor thereunder or its mortgagees has not consented thereto) or (2) such a grant is prohibited by the terms of any document evidencing a prior Lien thereon to the extent permitted hereunderSecurity Documents. All such Mortgages or Amended and Restated Mortgages, as appropriate, shall be reasonably satisfactory in form and substance to the Collateral Agent. In connection therewith, the Company shall deliver to the Collateral Agent a Mortgage, title insurance policypolicies, survey, legal opinion, Uniform Commercial Code (“UCC”) proper fixture filings and other under the UCC on Form UCC-1, opinions of counsel, documents and instruments meeting of the requirements type described in clause (iv) of Section 6(g)4.20 of this Indenture, (h)surveys and insurance certificates, (i)in each case, (j), (l), (m), (n), (o), (p) and (q) of the Purchase Agreement, each in form and substance reasonably satisfactory to the Collateral Agent, and pay all costs and expenses in connection therewith. (c) The Trustee (solely in its capacity as a trustee secured creditor on behalf of the Holders pursuant to the Security Documents) and each Holder, by accepting a SecurityNote, agrees to all of the terms and provisions of each of the Security Documents, as the same may be amended from time to time pursuant to the provisions of Security Documents and this Indenture, and acknowledge that (i) until such time as the all First-Lien Obligations Termination Date has occurredObligations, all commitments and letters of credit under the Senior Credit Facility and all interest rate protection, currency and other hedging agreements entitled to the benefits of the Security Documents have been paid in full in cash in accordance with the respective terms thereof and/or terminated, the Security Documents may be amended, to the extent set forth therein and to the extent permitted by law, without the consent of the Trustee or the Holders and (ii) the Security Documents also may be amended to the extent permitted by law without the consent of the Trustee or the Holders to add additional Persons as Secured Creditors under the Security Documents and/or add new classes of creditors, in each case, creditors to the extent such Indebtedness and Liens are permitted hereby. (d) The Trustee (solely in its capacity as a trustee secured creditor on behalf of the Holders pursuant to the Security Documents) and the Holders expressly acknowledge and agree (i) to all of the terms and agreements contained in Annex I to the U.S. Security Agreement, (ii) that the claims of the Holders and the Trustee against the Assignors (as defined in the U.S. Security Agreement) in respect of the Collateral constitute junior claims separate and apart (and of a different class) from the senior claims with respect to all First-Lien Obligations of the Lender Creditors and the Other Creditors (as such term is defined in the U.S. Security Agreement) against the Assignors in respect of the Collateral and (iii) the Obligations under the Senior Credit Agreement Facility and all First-Lien Primary Obligations and Senior Second-Lien Notes Secondary Obligations (as each such term is defined in the U.S. Security Agreement) include, without limitation, include all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Assignor at the rate provided for in the respective Secured Debt Agreements (as defined in the U.S. Security Agreement) governing the same, whether or not a claim for post-petition interest is allowed in any such case, proceeding or other action. (e) In the event that any provisions of this Indenture are deemed to conflict with Sections 1.1, 7.5 or 10.8 of the any Security AgreementDocument, the provisions of such sections of the Security Agreement shall govern, except in the case of any provisions relating to the duties or obligations of the Trustee under this Indenture in which case the provisions of this Indenture Document shall govern.

Security Documents; Additional Collateral. (a) In order to secure the due and punctual payment of the Securities Notes and all other Obligations in respect of the Securities Notes and this Indenture, and the other amounts payable to the Trustee hereunder, the Company and the Guarantors certain of its Domestic Subsidiaries shall, on the Issue Date, enter into the applicable Security Documents to create the Note Lien on the Collateral in favor of the Collateral Agent Trustee as collateral agent for the benefit of the Notes Secured Creditors and to provide for certain related intercreditor matters. Any Guarantor shallThe Company and its Domestic Subsidiaries shall not, upon becoming a Guarantorand shall not cause or permit any of their Domestic Subsidiaries to, become a party intentionally xxxxx x Xxxx on any of their property or assets (other than Excess Exempted Foreign Entity Voting Equity Interests (as defined in the Intercreditor Agreement)) to each applicable the First Priority Collateral Agent under any First Lien Security Document (as shall be necessary or appropriate to grant and create a valid Lien on and security interest defined in the personal property of such Guarantor of the type described in the definition of “Collateral” in the Security Agreement and, to the extent required by the Credit Intercreditor Agreement, all real property owned by such Guarantor, in each case) unless a junior priority Note Lien is created, subject to 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 hereinIntercreditor Agreement, after the Issue Date, to further secure the Obligations in respect of the Securities and this Indenture, the Company and the Guarantors shall enter into the applicable Security Documents to create a Lien in favor of Collateral Agent for the benefit Trustee as collateral agent (on behalf of the Notes Secured Creditors on Creditors) with respect to such property or assets and with the same (in all material respects) priorities, consent rights and provisions regarding release of Collateral and other provisions set forth in the Security Documents as then in effect, subject to the Intercreditor Agreement. From and after the date of this Indenture, if the Company or any Domestic Subsidiary creates any additional Lien upon any of its property or assets (other than Excess Exempted Foreign Entity Voting Equity Interests (as defined in the Intercreditor Agreement)) to secure any First Lien Obligations, it shall concurrently grant a junior priority Note Lien (subject to Permitted Liens) upon such property in favor of the Trustee and execute any and all Collateral on which a Lien is granted further Security Documents, financing statements, agreements and instruments, but subject to the Collateral Agent for the benefit Intercreditor Agreement, that grant in favor of the Bank LendersTrustee a junior priority Note Lien upon such property and take all such actions (including the filing and recording of financing statements, fixture filings, Mortgages and other documents) that may be required under any applicable law, or which the Trustee may reasonably request to create such junior priority Note Lien, all at the expense of the Company, including reasonable fees and expenses of counsel incurred by the Trustee in connection therewith. The Company shall give the Trustee timely written notice that such actions have been taken. (b) If at any time after the First-Lien Obligations Termination Date, the Company or any Guarantor acquires (i) in fee simple any real property with a fair market value in excess of $1.0 million or (ii) any leasehold interest in any leasehold property with a fair market value in excess of $1.0 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 Collateral Agent for the benefit of the Notes Secured Creditors a Mortgage on such real property; provided, that the Company or any such Guarantor shall not be required to so grant a Mortgage on such real property to the extent that (1) such a grant is prohibited by the applicable lease (and the lessor thereunder or its mortgagees has not consented thereto) or (2) such a grant is prohibited by the terms of any document evidencing a prior Lien thereon to the extent permitted hereunder. All such Mortgages shall be reasonably satisfactory in form and substance to the Collateral Agent. In connection therewith, the Company shall deliver to the Collateral Agent a Mortgage, title insurance policy, survey, legal opinion, Uniform Commercial Code (“UCC”) fixture filings and other documents and instruments meeting the requirements of Section 6(g), (h), (i), (j), (l), (m), (n), (o), (p) and (q) of the Purchase Agreement, each in form and substance satisfactory to Collateral Agent, and pay all costs and expenses in connection therewith. (c) The Trustee (solely in its capacity as a trustee secured creditor on behalf of the Holders Notes Secured Creditors pursuant to the Security Documents) and each Holder, by accepting a SecurityNote, agrees to all of the terms and provisions of each of the Security Documents, as the same may be amended from time to time pursuant to the provisions of Security Documents and this Indenture, and acknowledge acknowledges that (i) until such time as all First Lien Obligations, all commitments and letters of credit under the First-Credit Agreement and all interest rate protection, currency and other hedging agreements entitled to the benefits of the First Lien Obligations Termination Date has occurredSecurity Documents (as defined in the Intercreditor Agreement) have been paid in full in cash in accordance with the respective terms thereof and/or terminated, the Security Documents may be amended, to the extent set forth therein in the Intercreditor Agreement and to the extent permitted by law, without the consent of the Trustee or the Holders and (ii) the Security Documents also may be amended to the extent permitted by law without the consent of the Trustee or the Holders to add additional Persons as Secured Creditors under the Security Documents and/or add new classes of creditors, in each case, to the extent such Indebtedness and Liens are permitted herebyHolders. (dc) The Trustee (solely in its capacity as a trustee secured creditor on behalf of the Holders Notes Secured Creditors pursuant to the Security Documents) and the Holders expressly acknowledge and agree (i) to all of the terms and agreements contained in the Security Intercreditor Agreement, (ii) that the claims of the Holders and the Trustee against the Assignors (as defined in the Security Agreement) in respect of the Collateral constitute junior claims separate and apart (and of a different class) from the senior claims with respect to all First-Lien Obligations against the Assignors in respect of the Collateral and (iii) the Obligations under the Credit Agreement and all First-Lien Obligations and Senior Second-Lien Notes Obligations (as defined in the Security Agreement) include, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Assignor at the rate provided for in the respective Secured Debt Agreements (as defined in the Security Agreement) governing the same, whether or not a claim for post-petition interest is allowed in any such case, proceeding or other action. (ed) In the event that any provisions of this Indenture are deemed to conflict with Sections 1.1, 7.5 or 10.8 of the Security Intercreditor Agreement, the provisions of such sections of the Security Intercreditor Agreement shall govern. Without limiting the scope of the preceding sentence, except in the case of any provisions relating it is acknowledged that PBGC Liens shall be senior to the duties or obligations of Note Liens as contemplated by the Trustee under this Indenture in which case the provisions of this Indenture shall governIntercreditor Agreement.

Security Documents; Additional Collateral. (a) In order to secure the due and punctual payment of the Securities Notes and all other Obligations in respect of the Securities Notes and this IndentureIndenture and the Obligations of the Guarantors under the Guarantees, and the other amounts payable to the Trustee hereunder, the Company and the Guarantors shall, on the Issue Date, enter into the applicable Security Documents to create the Lien on the Collateral in favor of the Collateral Agent for the benefit of the Notes Secured Creditors and to provide for certain related intercreditor mattersCreditors. Any Guarantor shall, upon becoming a Guarantor, become a party to each applicable Security Document as shall be necessary or appropriate to grant and create a valid Lien on and security interest in the personal property of such Guarantor of the type described in the definition of “Collateral” in the Security Agreement and, to the extent required by the Senior Credit AgreementFacilities, all real property owned by such Guarantor, in each case, in favor of the Collateral Agent subject to no Liens other than Liens permitted by Permitted Liens. All such Security Documents shall be subject to the terms and conditions of the Intercreditor Agreement. In the event of any conflict between the terms of the Notes, this Indenture and the Security Documents. In furtherance , on the one hand, and in compliance with the provisions of Section 4.19 hereinIntercreditor Agreement, after on the Issue Dateother hand, to further secure the Obligations in respect terms of the Securities and this Indenture, the Company and the Guarantors Intercreditor Agreement shall enter into the applicable Security Documents to create a Lien in favor of Collateral Agent for the benefit of the Notes Secured Creditors on any and all Collateral on which a Lien is granted to the Collateral Agent for the benefit of the Bank Lenderscontrol. (b) If at any time after the First-Lien Obligations Termination Datetime, the Company or any Guarantor acquires (i) in fee simple any real property with a fair market value in excess of $1.0 million or (ii) any leasehold interest entity which owns in fee simple any leasehold real property with a fair market value in excess of $1.0 millionmillion becomes a Guarantor, in either case as determined in good faith by the Company’s Board of Directors as evidenced by a Board ResolutionDirectors, the Company or such Guarantor shall grant to the Collateral Agent for the benefit of the Notes Secured Creditors a Mortgage on such real property; providedor Amended and Restated Mortgage, that the Company or any such Guarantor shall not be required to so grant a Mortgage as appropriate, on such real property to the extent that (1) such a grant is prohibited not already covered by the applicable lease (and the lessor thereunder or its mortgagees has not consented thereto) or (2) such a grant is prohibited by the terms of any document evidencing a prior Lien thereon to the extent permitted hereunderSecurity Documents. All such Mortgages or Amended and Restated Mortgages, as appropriate, shall be reasonably satisfactory in form and substance to the Collateral Agent. In connection therewith, the Company shall deliver to the Collateral Agent a Mortgage, title insurance policypolicies, survey, legal opinion, Uniform Commercial Code (“UCC”) proper fixture filings and other under the UCC on Form UCC-1, opinions of counsel, documents and instruments meeting of the requirements type described in clause (a)(iv) of Section 6(g), (h), (i), (j), (l), (m), (n), (o), (p) and (q) 4.20 of the Purchase Agreement, each in form and substance satisfactory to Collateral Agent, and pay all costs and expenses in connection therewith. (c) The Trustee (solely in its capacity as a trustee on behalf of the Holders pursuant to the Security Documents) and each Holder, by accepting a Security, agrees to all of the terms and provisions of each of the Security Documents, as the same may be amended from time to time pursuant to the provisions of Security Documents and this Indenture, surveys and acknowledge that (i) until such time as the First-Lien Obligations Termination Date has occurred, the Security Documents may be amended, to the extent set forth therein and to the extent permitted by law, without the consent of the Trustee or the Holders and (ii) the Security Documents also may be amended to the extent permitted by law without the consent of the Trustee or the Holders to add additional Persons as Secured Creditors under the Security Documents and/or add new classes of creditorsinsurance certificates, in each case, in form and substance reasonably satisfactory to the extent such Indebtedness and Liens are permitted herebyCollateral Agent. (d) The Trustee (solely in its capacity as a trustee on behalf of the Holders pursuant to the Security Documents) and the Holders expressly acknowledge and agree (i) to all of the terms and agreements contained in the Security Agreement, (ii) that the claims of the Holders and the Trustee against the Assignors (as defined in the Security Agreement) in respect of the Collateral constitute junior claims separate and apart (and of a different class) from the senior claims with respect to all First-Lien Obligations against the Assignors in respect of the Collateral and (iii) the Obligations under the Credit Agreement and all First-Lien Obligations and Senior Second-Lien Notes Obligations (as defined in the Security Agreement) include, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Assignor at the rate provided for in the respective Secured Debt Agreements (as defined in the Security Agreement) governing the same, whether or not a claim for post-petition interest is allowed in any such case, proceeding or other action. (ec) In the event that any provisions of this Indenture are deemed to conflict with Sections 1.1, 7.5 or 10.8 of the any Security AgreementDocument, the provisions of such sections of the Security Agreement shall govern, except in the case of any provisions relating to the duties or obligations of the Trustee under this Indenture in which case the provisions of this Indenture Document shall govern.

Security Documents; Additional Collateral. (a) In order to secure the due and punctual The payment of the Securities 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 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 in respect obligations of the Securities and Issuers under this Indenture, the Notes and the other amounts payable to the Trustee hereunder, the Company and the Guarantors shall, on the Issue Date, enter into the applicable Security Documents to create the Lien are secured by Liens on the Collateral in favor of the Collateral Agent for the benefit of the Notes Secured Creditors Trustee and the Holders prior to provide all other Liens except for certain related intercreditor matters. Any Guarantor shall, upon becoming a Guarantor, become a party to each applicable Security Document Permitted Collateral Liens (other than as shall be necessary or appropriate to grant and create a valid Lien on and security interest described in the personal property of such Guarantor clause (y) of the type described in the definition of “Collateral” thereof), as provided in the Security Agreement andDocuments, and will be secured as provided in the Security Documents hereafter delivered as required or permitted by this Indenture, subject to the extent required by terms of the Credit Intercreditor Agreement. The Trustee, all real property owned by such Guarantorthe Issuers and the Guarantors hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Trustee and the Holders and the other secured parties pursuant to the Security Documents and the terms of the Intercreditor Agreement as provided therein and enforcing their rights (in their capacity as such) with respect to the Collateral, in each case, subject case pursuant to no Liens other than Liens permitted by this Indenture the terms of the Security Documents and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents. In furtherance and in compliance with Documents (including the provisions providing for the possession, use, release and foreclosure of Section 4.19 herein, after Collateral) and the Issue Date, Intercreditor Agreement as the foregoing may be in effect or may be amended from time to further secure the Obligations time in respect of the Securities accordance with their terms and this Indenture, the Company applicable Security Documents and the Guarantors shall 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. Subject to the terms of the Intercreditor Agreement, the Issuers shall deliver to the Collateral Agent all documents required to be delivered pursuant to the Security Documents and the Intercreditor Agreement, 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. Subject to the terms of the Intercreditor Agreement, the 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 create a Lien maintain (at their sole cost and expense) the security interest created by the Security Documents in the Collateral in favor of Collateral Agent for the benefit of the Notes Secured Creditors on any and all Collateral on which a Lien is granted to the Collateral Agent for the benefit of the Bank LendersCollateral Agent, the Trustee and the Holders as a valid and enforceable first priority perfected lien and security interest, subject only to Permitted Collateral Liens. (b) If at any time after None of the First-Lien Obligations Termination Date, the Company Issuers or any Guarantor acquires (i) shall take or omit to take any action that would materially adversely affect or impair the Liens in fee simple any real property with a fair market value in excess favor of $1.0 million or (ii) any leasehold interest in any leasehold property with a fair market value in excess of $1.0 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 Collateral Agent for the benefit of the Notes Secured Creditors a Mortgage on such real property; providedCollateral Agent, the Trustee and the Holders with respect to the Collateral, except as permitted under this Indenture, the Notes, the Security Documents and the Intercreditor Agreement. None of the Issuers or any 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, the Security Documents and the Intercreditor Agreement. (c) Promptly upon the acquisition by the Company or any Guarantor of assets that constitute Collateral pursuant to the Security Documents (“After-Acquired Property”), subject to the Security Documents, (i) the Company or such Guarantor and the Collateral Agent shall not be required to so grant a Mortgage on enter into such real property amendments or supplements to the extent that (1) Security Documents, or security agreements, pledge agreements or other documents, in each case as necessary to perfect the Lien with respect to such a grant is prohibited After-Acquired Property as required by the applicable lease Security Documents; and (and the lessor thereunder or its mortgagees has not consented theretoii) or (2) such a grant is prohibited by the terms of any document evidencing a prior Lien thereon to the extent permitted hereunder. All such Mortgages shall be reasonably satisfactory in form and substance to the Collateral Agent. In connection therewith, the Company shall also deliver to the Collateral Agent a Mortgagethe evidence of payment of all filing fees, title insurance policyrecording and registration charges, survey, legal opinion, Uniform Commercial Code (“UCC”) fixture filings transfer taxes and other documents costs and instruments meeting expenses, including reasonable legal fees and disbursements of counsel for the requirements of Section 6(gCollateral Agent (and any local counsel), (h), (i), (j), (l), (m), (n), (o), (p) that may be incurred to validly and (q) of effectively subject the Purchase Agreement, each in form and substance satisfactory to Collateral Agent, and pay all costs and expenses in connection therewith. (c) The Trustee (solely in its capacity as a trustee on behalf of the Holders pursuant After-Acquired Property to the Security Documents) and each Holder, by accepting a Security, agrees to all of the terms and provisions of each of the Security Documents, as the same may be amended from time to time pursuant to the provisions of Security Documents and this Indenture, and acknowledge that (i) until such time as the First-Lien Obligations Termination Date has occurred, the Security Documents may be amended, to the extent set forth therein and to the extent permitted by law, without the consent of the Trustee or the Holders and (ii) the Security Documents also may be amended to the extent permitted by law without the consent of the Trustee or the Holders to add additional Persons as Secured Creditors under the Security Documents and/or add new classes of creditors, in each case, to the extent such Indebtedness and Liens are permitted hereby. (d) The Trustee (solely in its capacity as a trustee on behalf of the Holders pursuant to the Security Documents) and the Holders expressly acknowledge and agree (i) to all of the terms and agreements contained in the Security Agreement, (ii) that the claims of the Holders and the Trustee against the Assignors (as defined in the Security Agreement) in respect of the Collateral constitute junior claims separate and apart (and of a different class) from the senior claims with respect to all First-Lien Obligations against the Assignors in respect of the Collateral and (iii) the Obligations under the Credit Agreement and all First-Lien Obligations and Senior Second-Lien Notes Obligations (as defined in the Security Agreement) include, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Assignor at the rate provided for in the respective Secured Debt Agreements (as defined in the applicable Security Agreement) governing the same, whether or not a claim for post-petition interest is allowed in any Document and perfect such case, proceeding or other actionLien. (e) In the event that any provisions of this Indenture are deemed to conflict with Sections 1.1, 7.5 or 10.8 of the Security Agreement, the provisions of such sections of the Security Agreement shall govern, except in the case of any provisions relating to the duties or obligations of the Trustee under this Indenture in which case the provisions of this Indenture shall govern.

Security Documents; Additional Collateral. (a) In order to secure the due and punctual payment of the Securities Notes and all other Obligations in respect of the Securities Notes and this Indenture, and the other amounts payable to the Trustee hereunder, the Company and the Guarantors shall, on the Issue Date, enter into the applicable Security Documents to create the Lien on the Collateral in favor of the Collateral Agent for the benefit of the Notes Secured Creditors and to provide for certain related intercreditor matters. Any Guarantor shall, upon becoming a Guarantor, become a party to each applicable Security Document as shall be necessary or appropriate to grant and create a valid Lien on and security interest in the personal property of such Guarantor of the type described in the definition of “Collateral” in the U.S. Security Agreement and, to the extent required by the Senior Credit AgreementFacilities, all real property owned by such Guarantor, in each case, subject to 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 Securities and this Indenture, the Company and the Guarantors shall enter into the applicable Security Documents to create a Lien in favor of Collateral Agent for the benefit of the Notes Secured Creditors on any and all Collateral on which a Lien is granted to the Collateral Agent for the benefit of the Bank LendersPermitted Liens. (b) If at any time after the First-Lien Obligations Termination Datetime, the Company or any Guarantor acquires (i) in fee simple any real property with a fair market value in excess of $1.0 million or (ii) any leasehold interest entity which owns in fee simple any leasehold real property with a fair market value in excess of $1.0 millionmillion becomes a Guarantor, in either case as determined in good faith by the Company’s Board of Directors as evidenced by a Board ResolutionDirectors, the Company or such Guarantor shall grant to the Collateral Agent for the benefit of the Notes Secured Creditors a Mortgage on such real property; providedor Amended and Restated Mortgage, that the Company or any such Guarantor shall not be required to so grant a Mortgage as appropriate, on such real property to the extent that (1) such a grant is prohibited not already covered by the applicable lease (and the lessor thereunder or its mortgagees has not consented thereto) or (2) such a grant is prohibited by the terms of any document evidencing a prior Lien thereon to the extent permitted hereunderSecurity Documents. All such Mortgages or Amended and Restated Mortgages, as appropriate, shall be reasonably satisfactory in form and substance to the Collateral Agent. In connection therewith, the Company shall deliver to the Collateral Agent a Mortgage, title insurance policypolicies, survey, legal opinion, Uniform Commercial Code (“UCC”) proper fixture filings and other under the UCC on Form UCC-1, opinions of counsel, documents and instruments meeting of the requirements type described in clause (iv) of Section 6(g)4.20 of this Indenture, (h)surveys and insurance certificates, (i)in each case, (j), (l), (m), (n), (o), (p) and (q) of the Purchase Agreement, each in form and substance reasonably satisfactory to the Collateral Agent, and pay all costs and expenses in connection therewith. (c) The Trustee (solely in its capacity as a trustee secured creditor on behalf of the Holders pursuant to the Security Documents) and each Holder, by accepting a SecurityNote, agrees to all of the terms and provisions of each of the Security Documents, as the same may be amended from time to time pursuant to the provisions of Security Documents and this Indenture, and acknowledge that (i) until such time as the all First-Lien Obligations Termination Date has occurredObligations, all commitments and letters of credit under the Senior Credit Facilities and all interest rate protection, currency and other hedging agreements entitled to the benefits of the Security Documents have been paid in full in cash in accordance with the respective terms thereof and/or terminated, the Security Documents may be amended, to the extent set forth therein and to the extent permitted by law, without the consent of the Trustee or the Holders and (ii) the Security Documents also may be amended to the extent permitted by law without the consent of the Trustee or the Holders to add additional Persons as Secured Creditors under the Security Documents and/or add new classes of creditors, in each case, creditors to the extent such Indebtedness and Liens are permitted hereby. (d) The Trustee (solely in its capacity as a trustee secured creditor on behalf of the Holders pursuant to the Security Documents) and the Holders expressly acknowledge and agree (i) to all of the terms and agreements contained in Annex I to the U.S. Security Agreement, (ii) that the claims of the Holders and the Trustee against the Assignors (as defined in the U.S. Security Agreement) in respect of the Collateral constitute junior claims separate and apart (and of a different class) from the senior claims with respect to all First-Lien Obligations of the Lender Creditors and the Other Creditors (as such term is defined in the U.S. Security Agreement) against the Assignors in respect of the Collateral and (iii) the Obligations under the Senior Credit Agreement Facilities and all First-Lien Primary Obligations and Senior Second-Lien Notes Secondary Obligations (as each such term is defined in the U.S. Security Agreement) include, without limitation, include all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Assignor at the rate provided for in the respective Secured Debt Agreements (as defined in the U.S. Security Agreement) governing the same, whether or not a claim for post-petition interest is allowed in any such case, proceeding or other action. (e) In the event that any provisions of this Indenture are deemed to conflict with Sections 1.1, 7.5 or 10.8 of the any Security AgreementDocument, the provisions of such sections of the Security Agreement shall govern, except in the case of any provisions relating to the duties or obligations of the Trustee under this Indenture in which case the provisions of this Indenture Document shall govern.

Security Documents; Additional Collateral. (a) In order to secure the due and punctual payment of the Securities Notes and all other Obligations in respect of the Securities Notes and this Indenture, and the other amounts payable to the Trustee hereunder, the Company Issuers and the Guarantors shall, on the Issue Date, enter into the applicable Security Documents to create the Lien on the Collateral in favor of the Collateral Agent for the benefit of the Notes Secured Creditors and to provide for certain related intercreditor matters. Any Guarantor shall, upon becoming a Guarantor, become a party to each applicable Security Document as shall be necessary or appropriate to grant and create a valid Lien on and security interest in the personal property of such Guarantor of the type described in the definition of “Collateral” in the Security Agreement and, to the extent required by the Credit Agreement, all real property owned by such Guarantor, in each case, subject to 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 Securities and this Indenture, the Company and the Guarantors shall enter into the applicable Security Documents to create a Lien in favor of Collateral Agent for the benefit of the Notes Secured Creditors on any and all Collateral on which a Lien is granted to the Collateral Agent for the benefit of the Bank LendersPermitted Liens. (b) If at any time after the First-Lien Obligations Termination Date, the Company Issuers or any Guarantor acquires (i) in fee simple any real property with a fair market value in excess of $1.0 million or (ii) any leasehold interest in any leasehold property with a fair market value in excess of $1.0 2.0 million, in either case as determined in good faith by the Company’s Board of Directors as evidenced by a Board ResolutionDirectors, the Company or such Guarantor shall grant to the Collateral Agent for the benefit of the Notes Secured Creditors a Mortgage on such real property; provided, that the Company or any such Guarantor shall not be required to so grant a Mortgage on such real property to the extent that (1) such a grant is prohibited by the applicable lease (and the lessor thereunder or its mortgagees has not consented thereto) or (2) such a grant is prohibited by the terms of any document evidencing a prior Lien thereon to the extent permitted hereunder. All such Mortgages shall be reasonably satisfactory in form and substance to the Collateral AgentTrustee. In connection therewith, the Company shall deliver to the Collateral Agent a Mortgage, title insurance policy, survey, legal opinion, Uniform Commercial Code (“UCC”) fixture filings and other documents and instruments meeting the requirements of Section 6(g), (h), (i7(i), (j), (l), (mk), (n), (o), (p), (q), (r), (s) and (qt) of the Purchase Agreement, each in form and substance satisfactory to Collateral AgentTrustee, and pay all costs and expenses in connection therewith. (c) The Trustee (solely in its capacity as a trustee secured creditor on behalf of the Holders pursuant to the Security Documents) and each Holder, by accepting a SecurityNote, agrees to all of the terms and provisions of each of the Security Documents, as the same may be amended from time to time pursuant to the provisions of Security Documents and this Indenture, and acknowledge that (i) until such time as the First-Lien Obligations Termination Date has occurred, the Security Documents may be amended, to the extent set forth therein and to the extent permitted by law, without the consent of the Trustee or the Holders and (ii) the Security Documents also may be amended to the extent permitted by law without the consent of the Trustee or the Holders to add additional Persons as Secured Creditors under the Security Documents and/or add new classes of creditors, in each case, to the extent such Indebtedness and Liens are permitted hereby. (d) The Trustee (solely in its capacity as a trustee secured creditor on behalf of the Holders pursuant to the Security Documents) and the Holders expressly acknowledge and agree (i) to all of the terms and agreements contained in the Security Agreement, (ii) that the claims of the Holders and the Trustee against the Assignors (as defined in the Security Agreement) in respect of the Collateral constitute junior claims separate and apart (and of a different class) from the senior claims with respect to all First-Lien Obligations against the Assignors in respect of the Collateral and (iii) the Obligations under the Credit Agreement Facilities and all First-Lien Obligations and Senior Second-Lien Notes Obligations (as defined in the Security Agreement) include, without limitation, include all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Assignor at the rate provided for in the respective Secured Debt Agreements (as defined in the Security Agreement) governing the same, whether or not a claim for post-petition interest is allowed in any such case, proceeding or other action. (e) In the event that any provisions of this Indenture are deemed to conflict with Sections 1.1, 7.5 7.4 or 10.8 of the Security Agreement, the provisions of such sections of the Security Agreement shall govern, except in the case of any provisions relating to the duties or obligations of the Trustee under this Indenture in which case the provisions of this Indenture shall govern.