Common use of Collateral and Security Documents Clause in Contracts

Collateral and Security Documents. The due and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the Holders, pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) 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 respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject to the provisions of this Indenture, to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressed.

Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and payment of all other Obligations of the Issuer and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Noteholder Collateral Agent under this Indenture, the Notes Notes, the Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a (i) first-priority Liens and security interest interests on the Notes Collateral, subject to Permitted Liens and (ii) second-priority Liens and security interests in the Collateral ABL Collateral, subject to the first-priority Liens and security interests securing Obligations, Swap Obligations and Banking Services Obligations, incurred under the ABL Facilities or in respect of Swap Obligations and Banking Services Obligations with lenders (or their Affiliates) under the ABL Facilities up to the Maximum ABL Debt Amount and Permitted Liens, in each case as provided in the Security DocumentsDocuments which the Issuer and the Guarantors, which define as the terms of case may be, have entered into as reasonably requested by the Liens that secure Noteholder Collateral Agent hereafter delivered as required or permitted by this Indenture, the Secured ObligationsCollateral Documents and the Intercreditor Agreement. The Trustee and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Noteholder Collateral Agent holds the Collateral in trust for the benefit of the HoldersNoteholder Secured Parties, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) 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 respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Trustee Noteholder Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith; provided, however, that if any of the provisions of the Security Documents limit, qualify or conflict with the duties imposed by the provisions of the TIA, the TIA shall control. The Issuer shall take any and deliver to the Noteholder Collateral Agent copies of all actions reasonably required documents pursuant to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 12.01, to assure and confirm to the Indenture Trustee Noteholder Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Issuer shall, and therein expressedshall cause the Subsidiaries of the Issuer to, use its commercially reasonable efforts to take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations, a valid and enforceable, except as enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity), perfected Lien and security interest (subject to Permitted Liens) in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Noteholder Collateral Agent for the benefit of the Secured Parties, in each case subject to and in accordance with the terms of the Security Documents.

Collateral and Security Documents. The due and punctual payment of the principal of, premium (if any) and interest on the Notes when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and (to the extent permitted by law) interest on the Notes and performance of all other obligations of the Issuers, the Subsidiary Guarantors and Absaloka to the Holders Holders, the Trustee or the Indenture Trustee Note Collateral Agent under this Indenture, the Notes Notes, the Intercreditor Agreement (if any) and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral Note Liens on the Collateral, subject to Permitted Liens and the exclusion of Excluded Property, as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the Holders, pursuant may be subject to the terms of the Security DocumentsIntercreditor Agreement (if any). Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and, if applicable, the Intercreditor Agreement (subject to Section 9.01(b), Section 9.02(a) and Section 10.09) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Trustee Note Collateral Agent to enter into the Security Documents and, (including mortgages and deeds of trusts for the Real Property identified in the Security Documents) and the Intercreditor Agreement (subject to the provisions of this Indenture, Section 10.09) and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take ; provided, however, that if any and all actions reasonably required to cause of the provisions of the Security Documents to create and maintain at all timeslimit, as security for qualify or conflict with the Secured Obligations duties imposed by the provisions of the Issuer hereunderTrust Indenture Act incorporated herein, a valid the Trust Indenture Act shall control. The Issuers shall, and enforceable perfected Lien on shall cause the Subsidiary Guarantors and Absaloka to, deliver to the Note Collateral Agent copies of all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under documents pursuant to the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 10.01, to assure and confirm to the Indenture Trustee Note Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Issuers shall, and therein expressedshall cause the Subsidiary Guarantors and Absaloka to, take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations under the Notes, a valid and enforceable, except as enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity), perfected Lien and security interest (subject to Permitted Liens) in and on all of the Collateral (subject to the terms of the Intercreditor Agreement (if any)), in favor of the Note Collateral Agent for the benefit of the Holders, in each case subject to and in accordance with the terms of the Security Documents.

Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Final Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other Guaranteed Obligations of the Issuer and the Guarantors to the Holders or the Indenture Trustee under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Guaranteed Obligations. The Issuer Obligors hereby acknowledges acknowledge and agrees agree that the Indenture Trustee holds the Collateral in trust for the benefit of the Holders, pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) 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 respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject to the provisions of this Indenture, and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take take, and shall cause the Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressed.

Collateral and Security Documents. The due and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payabledue, whether on a Payment Dateat Stated Maturity, at the Maturity Date, or by acceleration, repurchase, redemption acceleration or otherwise, of all monetary obligations of the Company and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee any Subsidiary Guarantor under this Indenture, the Notes and the other Note Security Documents, and all other amounts in respect whether for principal of or interest on the Secured Obligations according to the terms hereunder Notes, expenses, indemnification or thereunderotherwise, shall be secured by a security interest in the Collateral as provided in the Note Security Documents, which define the terms of the Liens that secure the Secured Obligations, subject to the terms of the Intercreditor Agreements. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Note Collateral Agent holds the Collateral in trust for the benefit of the HoldersSecured Parties, in each case pursuant and subject to the terms of the Note Security DocumentsDocuments and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Note Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) ), this Indenture and the Intercreditor Agreements, in each case as the same may be in effect or may be amended amended, supplemented, waived or otherwise modified from time to time in accordance with their respective terms and this Indentureterms, and authorizes and directs the Indenture Trustee Note Collateral Agent to enter into the Note Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any Pursuant and all actions reasonably required subject to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations terms of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Note Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this IndentureIntercreditor Agreements, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior Company shall deliver to the rights Note Collateral Agent copies of all third Persons, documents and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 1501, to reasonably assure and confirm to the Indenture Trustee Note Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Note Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Company shall, and shall cause each of the Subsidiary Guarantors to, use commercially reasonable efforts to take any and all actions reasonably required to cause the Note Security Documents to create and maintain, as security for the Secured Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral in favor of the Note Collateral Agent for the benefit of the Secured Parties, as and to the extent contemplated by the Note Security Documents and subject to the terms of the Intercreditor Agreements, including making all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) or recordings and taking all other similar actions as are reasonably necessary or required by the Note Security Documents or that the Note Collateral Agent may reasonably request (to the extent required under the Note Security Documents) in order to maintain and perfect (at the sole cost and expense of the Company and the Subsidiary Guarantors) the security interest and liens created by the Note Security Documents in the Collateral as a perfected security interest, in each case other than with respect to any Collateral the lien or security interest in or on which is not required to be maintained or perfected under the Note Security Documents, and subject to Liens permitted under this Indenture, including Permitted Liens and other Liens permitted by Section 413. For the avoidance of doubt, if any Subsidiary Guarantor shall not so maintain the security interest and liens created by the Note Security Documents as a perfected security interest as described therein (in the case of the Collateral Agreement, as described in subsection 4.2.2, 4.3.4 or 4.3.5 thereof, as applicable) notwithstanding its use of commercially reasonable efforts, such failure shall not (by reason of the use of commercially reasonable efforts) be deemed to be in accordance with the terms of this Indenture or any of the Note Security Documents for purpose herein of subclause (i) of the first parenthetical in clause (xiii) of Section 601. The Company and therein expressedthe Subsidiary Guarantors shall continue to have the right to possess and control their property and assets constituting Collateral and exercise all rights with respect thereto, subject to the terms of the Note Security Documents. Notwithstanding the foregoing, if the Company and the Subsidiary Guarantors are unable to complete on or prior to the Issue Date all filings, recordings and other similar actions required in connection with the perfection of such liens and security interests, the Company and the Subsidiary Guarantors shall use their commercially reasonable efforts to complete such actions as soon as reasonably practicable (but no later than 180 days) after such date. Notwithstanding the foregoing, the Company and the Subsidiary Guarantors will not be required to (x) take any action in any jurisdiction other than the United States of America, or required by the laws of any such jurisdiction, in order to create any security interests (or other Liens) in assets located or titled outside of the United States of America or to perfect any security interests (or other Liens) in any Collateral, (y) deliver control agreements with respect to, or confer perfection by “control” over, any deposit accounts, bank or securities account or other Collateral, except, in the case of Collateral that constitutes Capital Stock or intercompany notes in certificated form, delivering such Capital Stock or intercompany notes (in the case of intercompany notes, limited to any such note with a principal amount in excess of $3.0 million) to the Note Collateral Agent (or another Person as required under the Intercreditor Agreements) or (z) deliver landlord lien waivers, estoppels or collateral access letters. The Collateral shall not at any time include any Excluded Assets or Excluded Subsidiary Securities.

Collateral and Security Documents. The due and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payabledue, whether on a Payment Dateat Stated Maturity, at the Maturity Date, or by acceleration, repurchase, redemption acceleration or otherwise, of all monetary obligations of the Company and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee any Note Guarantor under this Indenture, the Notes and the other Note Security Documents, and all other amounts in respect whether for principal of or interest on the Secured Obligations according to the terms hereunder Notes, expenses, indemnification or thereunderotherwise, shall be secured by a security interest in the Collateral as provided in the Note Security Documents, which define the terms of the Liens that secure the Secured Obligations, subject to the terms of the Intercreditor Agreements. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Note Collateral Agent holds the Collateral in trust for the benefit of the HoldersSecured Parties, in each case pursuant and subject to the terms of the Note Security DocumentsDocuments and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Note Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) ), this Indenture and the Intercreditor Agreements, in each case as the same may be in effect or may be amended amended, supplemented, waived or otherwise modified from time to time in accordance with their respective terms and this Indentureterms, and authorizes and directs the Indenture Trustee Note Collateral Agent to enter into the Note Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any Pursuant and all actions reasonably required subject to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations terms of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Note Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this IndentureIntercreditor Agreements, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior Company shall deliver to the rights Note Collateral Agent copies of all third Persons, documents and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 1501, to reasonably assure and confirm to the Indenture Trustee Note Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Note Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. Holdings shall, and the Company shall, and shall cause each of the Subsidiary Guarantors to, use commercially reasonable efforts to take any and all actions reasonably required to cause the Note Security Documents to create and maintain, as security for the Secured Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral in favor of the Note Collateral Agent for the benefit of the Secured Parties, as and to the extent contemplated by the 128 Note Security Documents and subject to the terms of the Intercreditor Agreements, including making all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) or recordings and taking all other similar actions as are reasonably necessary or required by the Note Security Documents or that the Note Collateral Agent may reasonably request (to the extent required under the Note Security Documents) in order to maintain and perfect (at the sole cost and expense of the Company and the Note Guarantors) the security interest and liens created by the Note Security Documents in the Collateral as a perfected security interest, in each case other than with respect to any Collateral the lien or security interest in or on which is not required to be maintained or perfected under the Note Security Documents, and subject to Liens permitted under this Indenture, including Permitted Liens and other Liens permitted by Section 413. For the avoidance of doubt, if any Note Guarantor shall not so maintain the security interest and liens created by the Note Security Documents as a perfected security interest as described therein (in the case of the Collateral Agreement, as described in subsection 4.2.2, 4.3.4 or 4.3.5 thereof, as applicable) notwithstanding its use of commercially reasonable efforts, such failure shall not (by reason of the use of commercially reasonable efforts) be deemed to be in accordance with the terms of this Indenture or any of the Note Security Documents for purpose herein of subclause (i) of the first parenthetical in clause (xii) of Section 601. The Company and therein expressedthe Note Guarantors shall continue to have the right to possess and control their property and assets constituting Collateral and exercise all rights with respect thereto, subject to the terms of the Note Security Documents. Notwithstanding the foregoing, if Holdings, the Company and the Subsidiary Guarantors are unable to complete on or prior to the Issue Date all filings, recordings and other similar actions required in connection with the perfection of such liens and security interests, the Company and the Note Guarantors shall use their commercially reasonable efforts to complete such actions as soon as reasonably practicable (but no later than 180 days) after such date. Notwithstanding the foregoing, Holdings, the Company and the Subsidiary Guarantors will not be required to (x) take any action in any jurisdiction other than the United States of America, or required by the laws of any such jurisdiction, in order to create any security interests (or other Liens) in assets located or titled outside of the United States of America or to perfect any security interests (or other Liens) in any Collateral, (y) deliver control agreements with respect to, or confer perfection by “control” over, any deposit accounts, bank or securities account or other Collateral, except, in the case of Collateral that constitutes Capital Stock or intercompany notes in certificated form, delivering such Capital Stock or intercompany notes (in the case of intercompany notes, limited to any such note with a principal amount in excess of $3.0 million) to the Note Collateral Agent (or another Person as required under the Intercreditor Agreements) or (z) deliver landlord lien waivers, estoppels or collateral access letters. The Collateral shall not at any time include any Excluded Assets. Without limiting the foregoing, the Collateral shall not include any Capital Stock and other securities of a Subsidiary to the extent that the pledge of or grant of any other Lien on such Capital Stock and other securities results in the Company being required to file separate financial statements of such Subsidiary with the SEC (or any other governmental authority) pursuant to either Rule 3-10 or 3-16 of Regulation S-X under the Securities Act, or any other law, rule or regulation as in effect from time to time, but only to the extent necessary to not be subject to such requirement.

Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and payment of all other Obligations of the Issuer and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Noteholder Collateral Agent under this Indenture, the Notes Notes, the Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a (i) first-priority Liens and security interest interests on the Notes Collateral, subject to Permitted Liens and (ii) second-priority Liens and security interests in the Collateral ABL Collateral, subject to the first-priority Liens and security interests securing Obligations, Swap Obligations and Banking Services Obligations, incurred under the ABL Facilities or in respect of Swap Obligations and Banking Services Obligations with lenders (or their Affiliates) under the ABL Facilities up to the Maximum ABL Debt Amount and Permitted Liens, in each case as provided in the Security DocumentsDocuments which the Issuer and the Guarantors, which define as the terms of case may be, have entered into as reasonably requested by the Liens that secure Noteholder Collateral Agent hereafter delivered as required or permitted by this Indenture, the Secured ObligationsCollateral Documents and the Intercreditor Agreement. The Trustee and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Noteholder Collateral Agent holds the Collateral in trust for the benefit of the HoldersNoteholder Secured Parties, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) 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 respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Trustee Noteholder Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith; provided, however, that if any of the provisions of the Security Documents limit, qualify or conflict with the duties imposed by the provisions of the TIA (if this Indenture is qualified under the TIA), the TIA shall control. The Issuer shall take any and deliver to the Noteholder Collateral Agent copies of all actions reasonably required documents pursuant to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 12.01, to assure and confirm to the Indenture Trustee Noteholder Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Issuer shall, and therein expressedshall cause the Subsidiaries of the Issuer to, use its commercially reasonable efforts to take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations, a valid and enforceable, except as enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity), perfected Lien and security interest (subject to Permitted Liens) in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Noteholder Collateral Agent for the benefit of the Secured Parties, in each case subject to and in accordance with the terms of the Security Documents.

Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes Securities and any related fees contemplated by this Indenture when and as the same shall be due and payable, whether on a an Payment Date, at the Maturity DateStated Maturity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes Securities and any related fees contemplated by this Indenture and performance of all other Guaranteed Obligations of the Issuer and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes Securities and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Guaranteed Obligations. The Trustee and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents. Each Holder, by accepting a NoteSecurity, appoints U.S. Bank National Association as Collateral Agent and consents and agrees (subject to Section 4.11) 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 respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject and to bind the Holders to the provisions of this Indenture, terms thereof and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take deliver to the Trustee (if it is not then also appointed and serving as Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01, to assure and confirm to the Trustee and the Collateral Agent the Liens on the Collateral contemplated hereby, by the Security Documents or by 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 Securities secured hereby, according to the intent and purposes herein expressed. The Issuer shall take, and shall cause the Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected Lien on all of the CollateralCollateral (subject to the terms of the Security Documents), in favor of the Indenture Trustee Collateral Agent for the benefit of the Trustee and the Holders under the Security Documents. The Issuer hereby covenant (A) Notwithstanding anything to perform and observe its obligations under the contrary in this Indenture or any Security Document, in no event shall the Collateral Agent be responsible for, or have any duty or obligation with respect to, the recording, filing, registering, perfection, protection or maintenance of the security interests or other Liens intended to be created by this Indenture or the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in filing or continuation of any Uniform Commercial Code financing or continuation statements or similar documents or instruments), nor shall the Collateral Agent be responsible for, and the Collateral Agent makes no representation regarding, the validity, effectiveness or priority of any of the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time or other Liens intended to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressedbe created thereby.

Collateral and Security Documents. (a) The due and punctual payment obligations of the principal of, premium and interest on Company under the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee under this Indenture, the 2020 Notes and the other Indenture will benefit from (i) the Collateral set forth in Schedule 1 and (ii) property and assets that thereafter secure the obligations of the Company under the Indenture and the 2020 Notes pursuant to any Security Documents, and all other amounts in respect (b) the payment obligations of the Secured Obligations according Relevant Guarantors under their respective Guarantees and the Indenture will benefit from (i) the Collateral set forth in Schedule 1 and (ii) property and assets that thereafter secure the obligations of the Relevant Guarantors under the Indenture or any Guarantee of the Relevant Guarantors of the 2020 Notes pursuant to any Security Documents. The Company will deliver to the terms hereunder or thereunder, shall be secured by a security interest in Trustee copies of all documents delivered to the Collateral as provided in Security Agent pursuant to the Security Documents, which define and the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the Holders, pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) 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 respective terms and this IndentureCompany will, and authorizes and directs the Indenture Trustee to enter into the Security Documents andwill cause each of its Subsidiaries to, subject to the provisions of this Indenture, to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessarynecessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Indenture Trustee that the security interests in Security Agent holds, for the Collateral benefit of the Trustee and the Holders, duly created, enforceable and perfected liens as contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this the Indenture and of the 2020 Notes secured herebythereby, according to the intent and purpose purposes herein expressed. Neither the Trustee nor the Security Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any property securing the 2020 Notes and therein expressedthe Guarantees of the Relevant Guarantors, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the liens or Security Documents or any delay in doing so. The Security Documents and the Collateral will be administered by the Security Agent, in each case pursuant to the Intercreditor Agreement and any Additional Intercreditor Agreement for the benefit of all Holders of 2020 Notes.

Collateral and Security Documents. (a) The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other Obligations of the Issuer and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes Notes, the Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations, subject to the terms of the Intercreditor Agreement. The Trustee and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) 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 respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Trustee Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith; provided, however, that if any of the provisions of the Security Documents limit, qualify or conflict with the duties imposed by the provisions of the TIA, the TIA shall control. The Issuer shall take any and deliver to the Collateral Agent copies of all actions reasonably required documents pursuant to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 10.01, to assure and confirm to the Indenture Trustee Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Issuer shall, and therein expressedshall cause the Subsidiaries of the Issuer to, use its commercially reasonable efforts to take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Collateral Agent for the benefit of the Secured Parties.

Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other Obligations of the Company and the Subsidiary Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Company’s and Subsidiary Guarantors’ Obligations, subject to the terms of the Security Agreement. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust as agent for the benefit of the Holders, Secured Parties pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) 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 amended, supplemented or modified from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee Collateral Agent to enter into the Security Documents and, subject to the provisions of this Indenture, and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take ; provided, however, that if any and all actions reasonably required to cause of the provisions of the Security Documents to create and maintain at all timeslimit, as security for qualify or conflict with the Secured Obligations duties imposed by the provisions of the Issuer hereunderTrust Indenture Act, a valid and enforceable perfected Lien on the Trust Indenture Act shall control. The Company shall deliver to the Collateral Agent copies of all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under documents pursuant to the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 12.01, to assure and confirm to the Indenture Trustee Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Company shall, and therein expressedshall cause its Subsidiaries to, use their commercially reasonable efforts to take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Security Agreement), in favor of the Collateral Agent for the benefit of the Secured Parties. The Company shall, and shall cause its Subsidiaries to, and each such Subsidiary shall, make all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) and take all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Company and its Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest with the priority set forth in the Security Documents and subject only to Permitted Liens.

Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes Securities when and as the same shall be due and payable, whether on a an Payment Date, at the Maturity DateStated Maturity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes Securities and performance of all other Guaranteed Obligations of the Issuer and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes Securities, the Intercreditor Agreements and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Guaranteed Obligations, subject to the terms of the Intercreditor Agreements (if any). The Trustee and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Notes Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreements. Each Holder, by accepting a NoteSecurity, appoints U.S. Bank National Association as Collateral Agent and consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Notes Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject and the Intercreditor Agreements and to bind the Holders to the provisions of this Indenture, terms thereof and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take deliver to the Trustee (if it is not then also appointed and serving as Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01, to assure and confirm to the Trustee and the Collateral Agent the Liens on the Notes Collateral contemplated hereby, by the Security Documents or by 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 Securities secured hereby, according to the intent and purposes herein expressed. The Issuer shall take, and shall cause the Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected Lien on all of the CollateralNotes Collateral (subject to the terms of the Security Documents and the Intercreditor Agreements), in favor of the Indenture Trustee Collateral Agent for the benefit of the Trustee and the Holders under the Security Documents. The Issuer hereby covenant (A) Notwithstanding anything to perform and observe its obligations under the contrary in this Indenture or any other Security Document, in no event shall the Collateral Agent be responsible for, or have any duty or obligation with respect to, the recording, filing, registering, perfection, protection or maintenance of the security interests or other Liens intended to be created by this Indenture or the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in filing or continuation of any UCC financing or continuation statements or similar documents or instruments), nor shall the Collateral Agent be responsible for, and the Collateral Agent makes no representation regarding, the validity, effectiveness or priority of any of the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time or other Liens intended to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressedbe created thereby.

Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other Obligations of the Company and the Guarantors to the Holders or the Indenture Trustee Secured Parties under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations, subject to the terms of the Intercreditor Agreement. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust for the benefit of the Holders, Secured Parties pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) 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 respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Trustee Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take ; provided, however, that if any and all actions reasonably required to cause of the provisions of the Security Documents to create and maintain at all timeslimit, as security for qualify or conflict with the Secured Obligations duties imposed by the provisions of the Issuer hereunderTIA, a valid and enforceable perfected Lien on the TIA shall control. The Company shall deliver to the Collateral Agent copies of all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under documents required to be filed pursuant to the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 12.1, to assure and confirm to the Indenture Trustee Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Company shall, and therein expressedshall cause the other Grantors to, take any and all actions and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) reasonably required to cause the Security Documents to create and maintain, as security for the Obligations of the Company and the Guarantors to the Secured Parties under the Notes Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents), in favor of the Collateral Agent for the benefit of the Secured Parties subject to no Liens other than Permitted Liens.

Collateral and Security Documents. The due From and after the Issue Date, the punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payabledue, whether on a Payment Dateat Stated Maturity, at the Maturity Date, or by acceleration, repurchase, redemption acceleration or otherwise, and interest on of all monetary obligations of the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee Company under this Indenture, the Notes and the other Note Security Documents, and all other amounts in respect whether for principal of or premium, if any, or interest on the Secured Obligations according to the terms hereunder Notes, fees, expenses, indemnification or thereunderotherwise, shall be secured by a security interest in the Collateral as provided in the Note Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Note Collateral Agent holds the Collateral in trust for the benefit of the HoldersSecured Parties, in each case pursuant and subject to the terms of the Note Security Documents. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Note Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and this Indenture, in each case as the same may be in effect or may be amended amended, supplemented, waived or otherwise modified from time to time in accordance with their respective terms and this Indentureterms, and authorizes and directs the Indenture Trustee Note Collateral Agent to enter into the Note Security Documents and, subject to the provisions of this Indenture, and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any Pursuant and all actions reasonably required subject to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations terms of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Note Security Documents, valid from and enforceableafter the Issue Date, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior Company shall deliver to the rights Note Collateral Agent copies of all third Persons, documents and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 1201, to reasonably assure and confirm to the Indenture Trustee Note Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Note Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. From and therein expressedafter the Issue Date, the Company shall use commercially reasonable efforts to take any and all actions reasonably necessary or required to cause the Note Security Documents to create and maintain, as security for the Secured Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral in favor of the Note Collateral Agent for the benefit of the Secured Parties, as and to the extent contemplated by the Note Security Documents, including making all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) or recordings and taking all other similar actions as are reasonably necessary or required by the Note Security Documents or that the Note Collateral Agent may reasonably request (to the extent required under the Note Security Documents) in order to maintain and perfect (at the sole cost and expense of the Company) the security interest and liens created by the Note Security Documents in the Collateral as a perfected security interest, in each case other than with respect to any Collateral the lien or security interest in or on which is not required to be maintained or perfected under the Note Security Documents. The Company shall continue to have the right to possess and control their property and assets constituting Collateral and exercise all rights with respect thereto, subject to the terms of the Note Security Documents. Notwithstanding the foregoing, the Company will not be required to take any action in any Foreign Jurisdiction, or required by the laws of any such Foreign Jurisdiction, or to enter into any security agreement or pledge agreement governed by the laws of any such Foreign Jurisdiction, in order to create any security interests (or other Liens) in Collateral located or titled in such Foreign Jurisdiction, or in order to perfect any security interests (or other Liens) in any such Collateral, other than in each case Collateral consisting of the Ambac Note Proceeds Collateral Account if the Ambac Note Proceeds Collateral Account is located in a Foreign Jurisdiction.

Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes Securities when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes Securities and performance of all other Guaranteed Obligations of the Issuer and each other Treximet Party to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes Securities and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured ObligationsSecurities and any Guarantee of a Treximet Party. The Trustee and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Notes Collateral in trust for the benefit of the Holders, Trustee and the Holders pursuant to the terms of the Security Documents. Each Holder, by accepting a NoteSecurity, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Notes Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject and to bind the Holders to the provisions of this Indenture, terms thereof and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take deliver to the Trustee (if it is not then also appointed and serving as Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01, to assure and confirm to the Trustee and the Collateral Agent the Liens on the Notes Collateral contemplated hereby, by the Security Documents or by 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 Securities secured hereby, according to the intent and purposes herein expressed. The Issuer shall take, and shall cause each other Treximet Party to take, any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer and such other Treximet Party hereunder, a valid and enforceable perfected Lien on all of the Notes Collateral, in favor of the Indenture Trustee Collateral Agent for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes Trustee and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressedHolders.

Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other obligations of the Issuers and the Subsidiary Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes Notes, the Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Second-Priority Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the Holdersobligations, pursuant subject to the terms of the Security DocumentsIntercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) 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 respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Trustee Collateral Agent to enter into the Security Documents and, subject to (including mortgages and deeds of trusts for the provisions of this Indenture, Real Property identified on Annex A hereto) and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take ; provided, however, that if any and all actions reasonably required to cause of the provisions of the Security Documents to create and maintain at all timeslimit, as security for qualify or conflict with the Secured Obligations duties imposed by the provisions of the Issuer hereunderTIA, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security DocumentsTIA shall control. The Issuer hereby covenant (A) Issuers and Subsidiary Guarantors will, to perform and observe its obligations the extent required under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior subject to the rights of all third Personslimitations therein, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, done all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, which are necessary to confirm to that the Indenture Trustee the security interests Collateral Agent holds a Second-Priority Lien in the Collateral, including property that becomes Collateral contemplated hereby and by after the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressedIssue Date.

Collateral and Security Documents. (a) The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other Guaranteed Obligations of the Company and the Guarantors to the Holders Holders, the Trustee or the Indenture Notes Collateral Trustee and all other Obligations under this Indenture, the Notes Notes, the Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Guaranteed Obligations and such other Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the Holders, pursuant subject to the terms of the Security DocumentsIntercreditor Agreement. Each Holder, by accepting a NoteNote and the benefits of this Indenture, consents and agrees (subject to Section 4.11) to the terms of the Collateral Trust Agreement and the other 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 respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Notes Collateral Trustee to enter into the Collateral Trust Agreement, the other Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer Company shall take deliver to the Trustee (if the Trustee is not itself then the Notes Collateral Trustee) copies of all documents delivered to the Notes Collateral Trustee pursuant to the Security Documents and the Intercreditor Agreement, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01, to assure and confirm to the Trustee and the Notes Collateral Trustee 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, according to the intent and purposes herein expressed. Subject to the terms of and solely to the extent set forth in this Indenture and the applicable Security Documents, the Company shall take, and shall cause Intermediate Holdings and the Subsidiaries of the Company to take, any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, of the Notes Company and the other Security DocumentsGuarantors hereunder, a valid and enforceable, enforceable perfected (except as expressly provided herein or therein) Lien and security interests interest in and on all of the CollateralCollateral (subject to the terms of the Intercreditor Agreement), in favor of the Indenture Notes Collateral Trustee for the benefit of the Trustee, superior to the Holders and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of Secured Parties under the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressed.

Collateral and Security Documents. The (a) On and after the Issue Date, the due and punctual payment of the principal of, premium of and interest (including additional interest, if any) on the Notes when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest (including additional interest, if any) on the Notes and performance of all other Guaranteed Obligations of the Issuers and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Guaranteed Obligations, subject to the terms of the Intercreditor Agreement. The Issuer Trustee and the Issuers hereby acknowledges acknowledge and agrees agree that the Indenture Trustee or the Collateral Agent, as the case may be, holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, foreclosure and 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 respective terms and this Indenture, and authorizes and directs the Indenture Trustee Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take ; provided, however, that if any and all actions reasonably required to cause of the provisions of the Security Documents to create and maintain at all timeslimit, as security for qualify or conflict with the Secured Obligations duties imposed by the provisions of the Issuer hereunderTIA, a valid and enforceable perfected Lien on the TIA shall control. The Issuers shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all of documents delivered to the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under Collateral Agent pursuant to the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 11.01, to assure and confirm to the Indenture Trustee and the Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. Holdings shall take, and therein expressedshall cause its Subsidiaries to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations of the Issuers and the Guarantors hereunder, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Collateral Agent for the benefit of the Trustee and the Holders, second in priority to any and all security interests at any time granted in the Collateral to secure the First-Priority Lien Obligations. Notwithstanding the foregoing, the Intercreditor Agreement and the Security Documents may be amended from time to time to add other parties holding Other Second-Lien Obligations and other First-Priority Lien Obligations permitted to be incurred under Sections 4.03 and 4.12.

Collateral and Security Documents. (a) The due and punctual payment of the principal of, premium on, if any, interest and interest on Additional Amounts, if any, on, the Notes and the Guarantees when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium on, if any, interest and interest Additional Amounts, if any (to the extent permitted by law), on the Notes Notes, the Guarantees and performance of all other obligations of the Issuers and the Guarantors to 191 #94579868v11 the Holders or the Indenture Trustee and the Security Agent under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations Guarantees according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral interests, as provided in in, and on the terms provided by, the Intercreditor Agreement, any Additional Intercreditor Agreement and the Security Documents, granted in the Collateral, which define shall include, on the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the HoldersIssue Date, pursuant subject to the terms of Agreed Security Principles, the Security Documentssecurity set forth in Schedule 1 hereto. Each Holder, by accepting its acceptance of a Note, consents and agrees (subject to Section 4.11) to the terms of the Intercreditor Agreement, any Additional Intercreditor Agreement, and the Security Documents (including the provisions providing for foreclosure and release of Liens and authorizing the possession, use, release and foreclosure of CollateralSecurity Agent to enter into any Security Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with their respective its terms and this Indenture, and authorizes and directs the Indenture Trustee Security Agent to enter into the Security Documents and, subject to the provisions of this Indenture, and to perform its obligations and exercise its rights thereunder in accordance herewith therewith and therewithin accordance with the Intercreditor Agreement and any Additional Intercreditor Agreement. The Issuer shall take Issuers will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Security Documents, and the Issuers and the Guarantors will, and the Issuers will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Security Documents, so as to render the same available for the security and benefit of this Indenture and of the Notes and the Guarantees secured thereby, according to the intent and purposes herein expressed. Subject to the Agreed Security Principles, the Intercreditor Agreement and any Additional Intercreditor Agreement, the Issuers and the Guarantors will take, any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained of the Issuers hereunder, a valid and enforceable first priority Lien in and on all the Collateral ranking in right and priority of payment as set forth in this Indenture, the Notes Intercreditor Agreement and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, any Additional Intercreditor Agreement and subject to no other Liens, in each case, except Liens other than as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions terms of this Indenture, the Intercreditor Agreement and any Additional Intercreditor Agreement. In acting hereunder, the Security Documents, Agent shall be entitled to confirm to seek instructions from the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressedTrustee.

Collateral and Security Documents. (a) The due and punctual payment of the principal of, premium premium, if any, and interest on the Notes when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other Obligations of the Issuers and the Guarantors to the Holders or the Indenture Trustee under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, Trustee shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Issuer Trustee and the Issuers hereby acknowledges acknowledge and agrees agree that the Indenture Trustee holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) 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 respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject to the provisions of this Indenture, and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer Issuers shall take any and deliver to the Trustee copies of all actions reasonably documents required to cause be delivered to the Security Documents Trustee pursuant to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 10.01, to assure and confirm to the Indenture Trustee the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Issuers shall take, and therein expressedshall cause the Subsidiaries of the Issuer to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations of the Issuer and the Guarantors hereunder, a perfected, first priority security interest (subject to certain exceptions described under Section 4.12) in all Collateral under the Security Documents, including but not limited to (i) a pledge of the Equity Interests of each of the Guarantors, (ii) all personal property and fixtures owned by the Guarantors, now or hereafter existing, (iii) all rights of the Guarantors under the Site Management Agreements, now or hereafter existing, with respect to the Managed Properties (including all rights to payment thereunder, but excluding any other rights that cannot be assigned without third party consent), (iv) all rights of Guarantors under the Management Agreement, (v) all accounts, including the reserve accounts established pursuant to this Indenture and the Cash Management Agreement and (vi) all proceeds of the foregoing. Notwithstanding the foregoing, the Security Documents may be amended from time to time to add other parties, in each case to the extent permitted to be incurred under Sections 4.09 and 4.12 of this Indenture.

Collateral and Security Documents. The due On and after the Issue Date, the full and punctual payment of the principal of, premium of and interest on the Notes Securities when and as the same shall be due and payabledue, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes to the Holders or the Indenture Trustee under this Indenture, the Notes Securities and the other Security Documents, payment and performance of all other amounts in respect of the Secured Second Lien Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in to the Collateral extent and as provided in the Security Documents, which define the terms of the Liens that secure the Secured Second Lien Obligations, subject to the terms, conditions and provisions of the Intercreditor Agreement. The Issuer Trustee, the Company and the Subsidiary Guarantors each hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Second Lien Collateral Agent (or its bailee or agent) holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a NoteSecurity, consents shall be deemed to: (i) consent and agrees (subject to Section 4.11) agree to the terms terms, conditions and provisions of the Security Documents and the Intercreditor Agreement (including the provisions providing for foreclosure and release of Collateral as well as the possessionsubordination of the Liens), use, release and foreclosure of Collateral) as the same may be in effect or may be amended amended, modified, supplemented or restated from time to time in accordance with their respective terms and this Indenture, and authorizes Indenture and directs the Indenture Trustee and Second Lien Collateral Agent to enter into the Security Documents andsign these documents, subject (ii) agree that it will be bound by and will take no actions contrary to the provisions of this Indenturethe Intercreditor Agreement and (iii) agree that none of the Company, the Subsidiary Guarantors, the Trustee or the Second Lien Collateral Agent shall be required hereunder or under any Security Document to perform its obligations and exercise its rights thereunder in accordance herewith and therewithtake any action inconsistent with or contrary to any provision of the Intercreditor Agreement. The Issuer Company shall take promptly deliver to the Trustee (if it is not itself then the Second Lien Collateral Agent) copies of all material documents delivered to the Second Lien Collateral Agent pursuant to the Security Documents and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01 to reasonably assure and confirm to the Trustee and the Second Lien 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 Securities secured hereby, according to the intent and purposes herein expressed. The Company shall take, and shall cause the Subsidiary Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this IndentureSecond Lien Obligations, the Notes and the other Security Documents, a valid and enforceable, enforceable perfected (except as expressly provided herein or therein) Lien and security interests interest in and on all of the CollateralCollateral (subject to the terms, conditions and provisions of the Intercreditor Agreement and the Security Documents and, with respect to the enforceability of such Lien, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law), in favor of the Indenture TrusteeSecond Lien Collateral Agent for the benefit of the Trustee and the Holders, superior second in priority to any and prior all Liens and security interests (other than Permitted Liens) at any time granted in the Collateral to secure the First Lien Obligations. The Company and the Subsidiary Guarantors will from time to time promptly pay and discharge all recording or filing fees, charges and taxes relating to the rights filing or registration of all third Persons, this Indenture and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm any amendments thereto and any other instruments of further assurance. Each year, at the time of delivery to the Indenture Trustee of the security interests annual financial statements with respect to the preceding fiscal year pursuant to Section 4.02, the Company shall deliver to the Trustee a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters, setting forth any change in the Collateral contemplated hereby and information required pursuant to the schedules required by the Security Documents, as from time to time constituted, so as to render Documents or confirming that there has been no change in such information since the Collateral available for the security and benefit of this Indenture and date of the Notes secured hereby, according to the intent and purpose herein and therein expressedprior annual financial statements.

Collateral and Security Documents. (a) The due and punctual payment of the principal of, premium of and interest on the Notes Securities when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity DateStated Maturity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes Securities and performance of all other Obligations of the Company and the Grantor Subsidiary Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes Securities, the Subsidiary Guarantees of the Grantor Subsidiary Guarantors and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be are secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations, in each case subject to the terms of the Intercreditor Agreement. The Issuer Trustee, the Company and the Grantor Subsidiary Guarantors hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents. Each Holder, by accepting a NoteSecurity, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, foreclosure and 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 respective terms and this Indenture, and authorizes and directs the Indenture Trustee Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take ; provided, however, that if any and all actions reasonably required to cause of the provisions of the Security Documents to create and maintain at all timeslimit, as security for qualify or conflict with the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required duties imposed by the provisions of the Security DocumentsTIA, to confirm the TIA shall control. The Company shall deliver to the Indenture Trustee the security interests in (if it is not itself then the Collateral contemplated hereby and by Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressed.

Collateral and Security Documents. The (a) On and after the Acquisition Date, the due and punctual payment of the principal of, premium of and interest (including additional interest, if any) on the Notes when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest (including additional interest, if any) on the Notes and performance of all other Guaranteed Obligations of the Issuers and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Guaranteed Obligations, subject to the terms of the Intercreditor Agreement. The Issuer Trustee and the Issuers hereby acknowledges acknowledge and agrees agree that the Indenture Trustee or the Collateral Agent, as the case may be, holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, foreclosure and 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 respective terms and this Indenture, and authorizes and directs the Indenture Trustee Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take ; provided, however, that if any and all actions reasonably required to cause of the provisions of the Security Documents to create and maintain at all timeslimit, as security for qualify or conflict with the Secured Obligations duties imposed by the provisions of the Issuer hereunderTIA, a valid and enforceable perfected Lien on the TIA shall control. The Issuers shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all of documents delivered to the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under Collateral Agent pursuant to the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 11.01, to assure and confirm to the Indenture Trustee and the Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. Holdings shall take, and therein expressedshall cause its Subsidiaries to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations of the Issuers and the Guarantors hereunder, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Collateral Agent for the benefit of the Trustee and the Holders, second in priority to any and all security interests at any time granted in the Collateral to secure the First-Priority Lien Obligations. Notwithstanding the foregoing, the Intercreditor Agreement and the Security Documents may be amended from time to time to add other parties holding Other Second-Lien Obligations and other First-Priority Lien Obligations permitted to be incurred under Sections 4.03 and 4.12.

Collateral and Security Documents. (a) The due and punctual payment of the principal of, premium of and interest (including Additional Interest, if any) on the Notes when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest (including Additional Interest, if any) on the Notes and performance of all other Obligations of the Issuer and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes Notes, the Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations, subject to the terms of the Intercreditor Agreement. The Trustee and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) 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 respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Trustee Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith; provided, however, that if any of the provisions of the Security Documents limit, qualify or conflict with the duties imposed by the provisions of the TIA, the TIA shall control. The Issuer shall take any and deliver to the Collateral Agent copies of all actions reasonably required documents pursuant to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 10.01, to assure and confirm to the Indenture Trustee Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Issuer shall, and therein expressedshall cause the Subsidiaries of the Issuer to, use its commercially reasonable efforts to take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Collateral Agent for the benefit of the Secured Parties.

Collateral and Security Documents. The due and punctual payment of the principal of, and premium on, if any, interest and interest Additional Amounts, if any, on the Notes and any Notes Guarantees when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium on, if any, interest and interest Additional Amounts (to the extent permitted by law), if any, on the Notes and any Notes Guarantees and payment and performance of all other Notes Obligations and obligations of the Company and any Guarantor to the Holders or the Indenture Trustee under this Indenture, the Notes, any Notes Guarantee and the other Security Notes Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be are secured by a security interest in the Collateral as provided in the Security Documents, Documents and the Intercreditor Agreement which define the terms of Company and the Liens that secure Guarantors have entered into prior to or simultaneously with the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the Holders, pursuant to the terms of the Security DocumentsIssue Date. Each Holder, by accepting a Noteits acceptance thereof, consents and agrees (subject to Section 4.11) to the terms of the Security Documents and the Intercreditor Agreement (including including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the possessionNotes Collateral Agent to enter into any Security Document, useor enforce any Security Document, release and foreclosure of Collateralon its behalf) as the same may be in effect or may be amended from time to time in accordance with their respective its terms and this Indenture, and authorizes and directs the Indenture Trustee Notes Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer Company shall take any and deliver to the Trustee copies of all actions reasonably required documents delivered to cause the Notes Collateral Agent pursuant to the Security Documents Documents, and the Company shall and shall cause each of its Restricted Subsidiaries to, do or cause to create be done all such acts and maintain at all timesthings as may be reasonably required, as security for or which the Secured Obligations of Notes Collateral Agent from time to time may reasonably request, to assure and confirm to the Issuer hereunderTrustee that the Notes Collateral Agent holds, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under and the Security Documents. The Issuer Trustee, duly created, enforceable and perfected Liens as contemplated hereby covenant (A) to perform and observe its obligations under by the Security Documents and the Intercreditor Agreement. The Company shall, and shall cause each Guarantor to and each Guarantor shall, make all filings (Bincluding filings of financing change statements and amendments to PPSA financing statements that may be necessary to continue the effectiveness of such PPSA financing statements) take and each take, and shall cause their respective Subsidiaries to take, any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) reasonably necessary or required to cause by the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security DocumentsObligations, valid and enforceable, enforceable perfected (except as expressly provided herein or therein) security interests Liens in and on all the Collateral, Collateral in favor of the Indenture TrusteeNotes Collateral Agent for the benefit of itself, superior to the Trustee and prior to the rights of all third PersonsHolders, and subject to no other Liens, in each case, except Liens other than Permitted Collateral Liens and with the respective rankings as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests set forth in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressedIntercreditor Agreement.

Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other Obligations of the Issuer and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure such Issuer’s and Guarantors’ Obligations, subject to the Secured Obligationsterms of the Guarantee and Collateral Agreement. The Trustee and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust for the benefit of the Holders, Secured Parties pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) 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 respective terms and this Indenture, and authorizes and directs the Indenture Trustee Collateral Agent to enter into the Security Documents and, subject to the provisions of this Indenture, and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith; provided, however, that if any of the provisions of the Security Documents limit, qualify or conflict with the duties imposed by the provisions of the Trust Indenture Act, the Trust Indenture Act shall control. The Issuer shall take any and deliver to the Collateral Agent copies of all actions reasonably required documents pursuant to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 12.01, to assure and confirm to the Indenture Trustee Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Issuer shall, and therein expressedshall cause the Subsidiaries to, use their commercially reasonable efforts to take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Guarantee and Collateral Agreement), in favor of the Collateral Agent for the benefit of the Secured Parties. The Issuer shall, and shall cause its Subsidiaries to, and each such Subsidiary shall, make all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) and take all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuer and its Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest with the priority set forth in the Security Documents and subject only to Permitted Liens.

Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other Obligations of the Issuer and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Notes Collateral Agent under this Indenture, the Notes Notes, the Guarantees and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunderthereunder (the “Secured Obligations”), shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations, subject to the terms of the Intercreditor Agreement. The Trustee and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee or the Notes Collateral Agent, as the case may be, holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents. Each Holder, by accepting a NoteSecurity, consents and agrees (subject to Section 4.11) 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 respective terms and this Indenture, and authorizes and directs the Indenture Notes Collateral Agent and, as applicable, the Trustee to enter into the Security Documents and, subject to the provisions of this Indenture, and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and deliver to the Trustee (if it is not then the Notes Collateral Agent) copies of all actions reasonably required documents delivered to cause the Security Documents Notes Collateral Agent pursuant to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 10.01, to assure and confirm to the Indenture Trustee and the Notes Collateral Agent the security interests in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Issuer shall take, and therein expressedshall cause the Subsidiaries of the Issuer to take, and Holdings shall take, at their sole expense, any and all actions reasonably required, or which the Trustee or Notes Collateral Agent may (at the direction of the Required Holders) request, to cause the Security Documents to create and maintain, as security for the Secured Obligations, a valid, duly created and enforceable and perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Notes Collateral Agent for the benefit of the Trustee and the Holders under the Security Documents. Notwithstanding the foregoing, the Security Documents may be amended from time to time to add other parties holding Parity Lien Debt and (in the case of the Intercreditor Agreement) other Parity Lien Debt and other Priority Lien Obligations, in each case to the extent permitted to be incurred under Sections 4.09 and 4.12 of this Indenture or as otherwise permitted by the Intercreditor Agreement.

Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest (including Additional Interest, if any) on the Notes when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest (including Additional Interest, if any) on the Notes and performance of all other Obligations of the Issuer and the Guarantors to the Holders or the Indenture Trustee Secured Parties under this Indenture, the Notes Notes, the Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations, subject to the terms of the Intercreditor Agreement. The Trustee and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust for the benefit of the Holders, Secured Parties pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) 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 respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Trustee Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith; provided, however, that if any of the provisions of the Security Documents limit, qualify or conflict with the duties imposed by the provisions of the TIA, the TIA shall control. The Issuer shall take any and deliver to the Collateral Agent copies of all actions reasonably documents required to cause the Security Documents be filed pursuant to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 10.01, to assure and confirm to the Indenture Trustee Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Issuer shall, and therein expressedshall cause the Subsidiaries of the Issuer to, take any and all actions and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) reasonably required to cause the Security Documents to create and maintain, as security for the Obligations of the Issuer and the Guarantors to the Secured Parties under this Indenture, the Notes, the Intercreditor Agreement and the Security Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents), in favor of the Collateral Agent for the benefit of the Secured Parties subject to no Liens other than Permitted Liens.

Collateral and Security Documents. (a) The due and punctual payment of the principal of, premium (if any) and interest on the Notes when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and (to the extent permitted by law) interest on the Notes and the payment and performance of all other Notes Obligations of the Issuer and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes, the Notes Guarantees, the Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Second Priority Liens that secure the Secured Notes Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the Holders, pursuant subject to the terms of the Security DocumentsIntercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) 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 respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Trustee Collateral Agent to enter into the Security Documents and, subject to (including any Mortgages for the provisions of this Indenture, Real Property identified in the Security Documents) and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably the Guarantors will, to the extent required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior subject to the rights of all third Personslimitations therein, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, done all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, which are necessary to confirm to that the Indenture Trustee the security interests Collateral Agent holds a Second Priority Lien in the Collateral contemplated hereby and by except in the Security Documentscase of First Lien Separate Collateral, as from time to time constituted, so as to render including property that becomes Collateral after the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressedIssue Date.

Collateral and Security Documents. (a) The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other obligations of the Issuers and the Subsidiary Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes and the other Security DocumentsDocuments and Other Pari Passu Lien Obligations, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligationsobligations. The Issuer Trustee and the Issuers hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Existing First-Priority Collateral Agent holds the Collateral in trust for the benefit of the HoldersSecured Parties, in each case pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) 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 respective terms and this Indenture, and authorizes and directs the Indenture Trustee Collateral Agent to enter into the Security Documents and, subject to the provisions by execution of this Indenture, an Other Pari Passu Lien Secured Party Consent and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take ; provided, however, that if any and all actions reasonably required to cause of the provisions of the Security Documents to create and maintain at all timeslimit, as security for qualify or conflict with the Secured Obligations duties imposed by the provisions of the Issuer hereunderTIA, a valid and enforceable perfected Lien on the TIA shall control. The Issuers shall deliver to the Collateral Agent copies of all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under documents pursuant to the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 1401, to assure and confirm to the Indenture Trustee Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Issuers shall, and therein expressedshall cause the Subsidiaries of the Issuers to, use its commercially reasonable efforts to take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations and Other Pari Passu Lien Obligations, a valid and enforceable perfected (to the extent required by the Security Documents) Lien and security interest in and on all of the Collateral, in favor of the Collateral Agent for the benefit of the Secured Parties. The Issuers shall, and shall cause the Subsidiary Guarantors of the Issuers to, and each Subsidiary Guarantor shall, make all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) and take all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers and the Subsidiary Guarantors) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest and subject only to Permitted Liens.

Collateral and Security Documents. The (a) From and after the Escrow Release Date, the due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and payment and performance of all other Notes Obligations of the Issuer and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes Notes, the Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Notes and such other Indenture Obligations, subject to the terms of the Intercreditor Agreement. The Trustee and the Issuer hereby acknowledges acknowledge and agrees agree that from and after the Indenture Trustee holds Escrow Release Date the Collateral Agent will hold the Collateral in trust for the benefit of the Collateral Agent, the Trustee and the Holders, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) 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 respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Trustee Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement on the Escrow Release Date and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The It is hereby expressly acknowledged and agreed that, in doing so, the Trustee and the Collateral Agent are not responsible for the terms or contents of such agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. Subject to the terms and provisions hereof, the Issuer shall take any and deliver to the Collateral Agent copies of all actions reasonably required documents pursuant to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documents, this Section 10.01 to assure and confirm to the Indenture Trustee Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. From and therein expressedafter the Escrow Release Date, the Issuer shall, and shall cause the Restricted Subsidiaries of the Issuer to, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and to take any and all actions required to cause the Security Documents, in each case, to create and maintain, as security for the Notes Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents), in favor of the Collateral Agent for the benefit of the Noteholder Secured Parties, subject only to Permitted Liens.

Collateral and Security Documents. The due and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee under this Indenture, the Notes Securities and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be Subsidiary Guarantees are secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the Holders, pursuant subject to the terms of the Intercreditor Agreement. Each Holder (a) hereby consents to the subordination of the Liens securing the Securities and the Subsidiary Guarantees on the terms set forth in the Intercreditor Agreement, (b) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement and (c) hereby authorizes and instructs the Collateral Agent to enter into the Intercreditor Agreement and to subject the Securities and the Subsidiary Guarantees and the Liens securing the Securities and the Subsidiary Guarantees to the provisions thereof. The foregoing provisions are intended as an inducement to the Senior Obligations Secured Parties (as defined the Intercreditor Agreement) to extend credit to the Company, and such Senior Obligations Secured Parties are intended third party beneficiaries of such provisions and the provisions of the Intercreditor Agreement. The Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents. Each Holder, and will do or cause to be done all such acts and things as may be required by accepting a Note, consents the next sentence of this Section 11.01 to assure and agrees (subject to Section 4.11) confirm to the terms of Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby or by the Security Documents (including the provisions providing for the possessionor any part thereof, 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 respective terms constituted, so as to render the same available for the security and benefit of this IndentureIndenture and of the Securities and the Subsidiary Guarantees according to the intent and purposes herein expressed. The Company shall take, and authorizes and directs shall cause the Indenture Trustee Subsidiary Guarantors to enter into the Security Documents andtake, subject to the provisions of this Indenture, to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes Securities and the other Security DocumentsSubsidiary Guarantees, a valid and enforceable, perfected (except as expressly provided herein or therein) enforceable Lien and security interests interest in and on all material portions of the CollateralCollateral (subject to the terms of the Intercreditor Agreement), in favor of the Indenture TrusteeCollateral Agent for the benefit of the Holders, superior to and prior perfected to the rights of all third Persons, extent contemplated by the applicable Security Documents and immediately junior in priority (subject to no other Permitted Collateral Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause ) to be done, at its sole cost any and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests at any time granted in the Collateral contemplated hereby to secure the Priority Lien Obligations and by the Security Documents, as from time equal in priority (subject to time constituted, so as to render the Permitted Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressedLiens) with any Other Pari Passu Lien Obligations.

Collateral and Security Documents. (a) The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other obligations of the Issuers and the Subsidiary Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes and the other Security DocumentsDocuments and Other Pari Passu Lien Obligations, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligationsobligations. The Issuer Trustee and the Issuers hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust for the benefit of the HoldersSecured Parties, in each case pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) 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 respective terms and this Indenture, and authorizes and directs the Indenture Trustee Collateral Agent to enter into the Security Documents and, subject to the provisions of this Indenture, and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take ; provided, however, that if any and all actions reasonably required to cause of the provisions of the Security Documents to create and maintain at all timeslimit, as security for qualify or conflict with the Secured Obligations duties imposed by the provisions of the Issuer hereunderTIA, a valid and enforceable perfected Lien on the TIA shall control. The Issuers shall deliver to the Collateral Agent copies of all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under documents pursuant to the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 1401, to assure and confirm to the Indenture Trustee Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Issuers shall, and therein expressedshall cause the Subsidiaries of the Issuers to, use its commercially reasonable efforts to take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations and Other Pari Passu Lien Obligations, a valid and enforceable perfected (to the extent required by the Security Documents) Lien and security interest in and on all of the Collateral, in favor of the Collateral Agent for the benefit of the Secured Parties. The Issuers shall, and shall cause the Subsidiary Guarantors of the Issuers to, and each Subsidiary Guarantor shall, make all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) and take all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers and the Subsidiary Guarantors) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest and subject only to Permitted Liens.

Collateral and Security Documents. The due and punctual payment of the principal of, of and premium and interest on the Notes and Guarantees when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and Guarantees and performance of all other Obligations of the Issuer and the Guarantors to the Holders or the Indenture Trustee Noteholder Secured Parties under this Indenture, the Notes, the Guarantees, the ABL-Notes Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations, subject to the terms of the ABL-Notes Intercreditor Agreement. The Trustee, the Issuer and the Guarantors hereby acknowledges acknowledge and agrees agree that the Indenture Collateral Trustee holds the Collateral in trust for the benefit of the Holders, Noteholder Secured Parties pursuant to the terms of the Security DocumentsDocuments and the ABL-Notes Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the ABL-Notes Intercreditor Agreement as the same each may be in effect or may be amended from time to time in accordance with their respective terms and this IndentureIndenture and the ABL-Notes Intercreditor Agreement, and authorizes and directs the Indenture Collateral Trustee to enter into the Security Documents and, subject to and the provisions of this Indenture, ABL-Notes Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and deliver to the Collateral Trustee copies of all actions reasonably documents required to cause the Security Documents be filed pursuant to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 11.01, to assure and confirm to the Indenture Collateral Trustee the first-priority security interests interest in the Notes Collateral and the second-priority lien in the ABL Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes and the Guarantees secured herebythereby, according to the intent and purpose purposes herein expressed. The Issuer shall, and therein expressedshall cause its Subsidiaries to, take any and all actions and make all filings, registrations and recordations (including the filing of UCC financing statements, continuation statements and amendments thereto) in all such jurisdictions reasonably required to cause the Security Documents to create, perfect and maintain, as security for the Obligations of the Issuer and the Guarantors to the Noteholder Secured Parties under this Indenture, the Notes, the Guarantees and the Security Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the ABL-Notes Intercreditor Agreement and the Security Documents), in favor of the Collateral Trustee for the benefit of the Noteholder Secured Parties subject to no Liens other than Liens permitted under this Indenture and with the priority set forth in the ABL-Notes Intercreditor Agreement. For the avoidance of doubt, the Trustee and Collateral Trustee shall not have a Lien on the Excluded Assets.

Collateral and Security Documents. The (a) On and after the Issue Date, the due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other Notes Obligations of the Issuer and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure such obligations, subject to the terms of the Senior Secured ObligationsIntercreditor Agreement and the Second Lien Intercreditor Agreement. The Trustee and the Issuer hereby acknowledges acknowledge and agrees that agree that, subject to the Indenture Trustee terms of the Junior Priority Intercreditor Agreements, the Senior Secured Intercreditor Agent holds the Collateral in trust for the benefit of the Collateral Agent, the Trustee and the Holders, pursuant to the terms of the Security Documents, the Senior Secured Intercreditor Agreement and the Second Lien Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) ), the Senior Secured Intercreditor Agreement and the Second Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject to the provisions of this Indenture, to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressed.

Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest (including Additional Interest, if any) on the Notes when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest (including Additional Interest, if any) on the Notes and performance of all other Obligations of the Issuer and the Guarantors to the Holders or the Indenture Trustee Secured Parties under this Indenture, the Notes Notes, the Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations, subject to the terms of the Intercreditor Agreement. The Trustee and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust for the benefit of the Holders, Secured Parties pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) 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 respective terms and this IndentureIndenture and the Intercreditor Agreement, authorizes and directs the Trustee to execute a joinder agreement to each of the Intercreditor Agreement and the Security Agreement and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject to the provisions of this Indenture, Collateral Agent to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take the Intercreditor Agreement in accordance therewith; provided, however, that if any and all commercially reasonable actions (including without limitation of the covenants set forth in provisions of the Security Documents and in this Article 9) required to cause limit, qualify or conflict with the Security Documents to create and maintain, as security for duties imposed by the Secured Obligations contained in this Indentureprovisions of the TIA, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or thereinTIA shall control. The Issuer shall deliver to the Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 10.01, to assure and confirm to the Indenture Trustee Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Issuer shall, and therein expressedshall cause the Subsidiaries of the Issuer to, take any and all actions and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) reasonably required to cause the Security Documents to create and maintain, as security for the Obligations of the Issuer and the Guarantors to the Secured Parties under this Indenture, the Notes, the Intercreditor Agreement and the Security Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents), in favor of the Collateral Agent for the benefit of the Secured Parties subject to no Liens other than Permitted Liens.

Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest (including Additional Interest, if any) on the Notes when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other Obligations of the Company and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Note Collateral Agent under this Indenture, the Notes Notes, the Note Guarantees and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunderthereunder (the “Secured Obligations”), shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations, subject to the terms of the Intercreditor Agreement. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee or the Note Collateral Agent, as the case may be, holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents. Each Holder, by accepting a NoteSecurity, consents and agrees (subject to Section 4.11) 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 respective terms and this Indenture, and authorizes and directs the Indenture Note Collateral Agent and, as applicable, the Trustee to enter into the Security Documents and, subject to the provisions of this Indenture, and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take ; provided, however, that if any and all actions reasonably required to cause of the provisions of the Security Documents to create and maintain at all timeslimit, as security for qualify or conflict with the Secured Obligations duties imposed by the provisions of the Issuer hereunderTIA that have been incorporated by reference in and made part of this Indenture pursuant to Section 1.03, a valid and enforceable perfected Lien on all such provisions of the Collateral, in favor TIA shall control. The Company shall deliver to the Trustee (if it is not itself then the Note Collateral Agent) copies of all documents delivered to the Indenture Trustee for the benefit of the Holders under Note Collateral Agent pursuant to the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 10.01, to assure and confirm to the Indenture Trustee and the Note Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Company shall take, and therein expressedshall cause Holdings and the Subsidiaries of the Company to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations of the Company and the Guarantors hereunder, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Note Collateral Agent for the benefit of the Trustee and the Holders under the Security Documents. Notwithstanding the foregoing, the Security Documents may be amended from time to time to add other parties holding Parity Lien Debt and (in the case of the Intercreditor Agreement) other Priority Lien Obligations, in each case to the extent permitted to be incurred under Sections 4.09 and 4.12 of this Indenture.

Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes Securities when and as the same shall be due and payable, whether on a an Payment Date, at the Maturity DateStated Maturity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes Securities and performance of all other Guaranteed Obligations of the Issuer and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes Securities, the Intercreditor Agreements and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Guaranteed Obligations, subject to the terms of the Intercreditor Agreements. The Trustee and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Notes Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreements. Each Holder, by accepting a NoteSecurity, appoints U.S. Bank National Association as Collateral Agent and consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Notes Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject and the Intercreditor Agreements and to bind the Holders to the provisions of this Indenture, terms thereof and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take deliver to the Trustee (if it is not then also appointed and serving as Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01, to assure and confirm to the Trustee and the Collateral Agent the Liens on the Notes Collateral contemplated hereby, by the Security Documents or by 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 Securities secured hereby, according to the intent and purposes herein expressed. The Issuer shall take, and shall cause the Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected Lien on all of the CollateralNotes Collateral (subject to the terms of the Security Documents and the Intercreditor Agreements), in favor of the Indenture Trustee Collateral Agent for the benefit of the Trustee and the Holders under the Security Documents. The Issuer hereby covenant (A) Notwithstanding anything to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and contrary in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein Indenture or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions any of the Security Documents, to confirm to in no event shall the Indenture Trustee Collateral Agent be responsible for, or have any duty or obligation with respect to, the recording, filing, registering, perfection, protection or maintenance of the security interests in or other Liens intended to be created by this Indenture or the Security Documents (including the filing or continuation of any UCC financing or continuation statements or similar documents or instruments), nor shall the Collateral contemplated hereby Agent be responsible for, and by the Collateral Agent makes no representation regarding, the validity, effectiveness or priority of any of the Security Documents, as from time to time constituted, so as to render the Collateral available for Documents or the security and benefit of this Indenture and of the Notes secured hereby, according interests or other Liens intended to the intent and purpose herein and therein expressedbe created thereby.

Collateral and Security Documents. (a) The due and punctual payment obligations of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee Issuer under this Indenture, the Notes and this Indenture will benefit from (i) the other Issue Date Notes Collateral set forth in Schedule 1, (ii) the Post Completion Notes Collateral set forth in Schedule 1 and required to be granted under Section 4.24 (within 180 days from the Completion Date with respect to the Nevada Share Pledge and thirty (30) days from the Completion Date with respect to the Italian Share Pledge) and (iii) property and assets that thereafter secure the obligations of the Issuer under this Indenture and the Notes pursuant to any Security Documents, and all other amounts in respect (b) the payment obligations of the Secured Obligations according Guarantors under the Guarantees and this Indenture will benefit from (i) the Issue Date Guarantee Collateral set forth in Schedule 1 and (ii) the Post Completion Date Guarantee Collateral set forth in Schedule 1 and required to be granted under Section 4.24 (within 180 days from the Completion Date with respect to the terms hereunder Nevada Share Pledge) and (iii) property and assets that thereafter secure the obligations of the Guarantors under this Indenture or thereunder, shall be secured by a security interest in any Guarantee of the Collateral as provided in Notes pursuant to any Security Documents (including pursuant to Section 4.16). The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Security Documents, which define and the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the Holders, pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) 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 respective terms and this Indenturewill, and authorizes and directs the Indenture Trustee to enter into the Security Documents andwill cause each of its Subsidiaries to, subject to the provisions of this Indenture, to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessarynecessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Indenture Trustee that the security interests in Security Agent holds, for the Collateral benefit of the Trustee and the Holders, duly created, enforceable and perfected liens as contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured herebythereby, according to the intent and purpose purposes herein expressed. Neither the Trustee nor the Security Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any property securing the Notes and therein expressedthe Guarantees, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the liens or Security Documents or any delay in doing so. The Security Documents and the Collateral will be administered by the Security Agent, in each case pursuant to the Intercreditor Agreement for the benefit of all holders of secured obligations.

Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes Securities and any applicable Exit Fee when and as the same shall be due and payable, whether on a any Payment Date, at the Maturity DateStated Maturity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes Securities and interest on any applicable Exit Fee (if overdue) and performance of all other Guaranteed Obligations of the Issuer and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes Securities, the Intercreditor Agreements and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Guaranteed Obligations, subject to the terms of the Intercreditor Agreements. The Trustee and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Notes Collateral in trust for the benefit of itself, the Trustee and the Holders, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreements. Each Holder, by accepting a NoteSecurity, appoints U.S. Bank Trust Company, National Association as Collateral Agent and consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Notes Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject and the Intercreditor Agreements and to bind the Holders to the provisions of this Indenture, terms thereof and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take deliver to the Trustee (if it is not then also appointed and serving as Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01, to assure and confirm to the Trustee and the Collateral Agent the Liens on the Notes Collateral contemplated hereby, by the Security Documents or by 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 Securities secured hereby, according to the intent and purposes herein expressed. The Issuer shall take, and shall cause the Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected Lien on all of the CollateralNotes Collateral (subject to the terms of the Security Documents and the Intercreditor Agreements), in favor of the Indenture Trustee Collateral Agent for the benefit of the Trustee and the Holders under the Security Documents. The Issuer hereby covenant (A) Notwithstanding anything to perform and observe its obligations under the contrary in this Indenture or any Security Document, in no event shall the Collateral Agent be responsible for, or have any duty or obligation with respect to, the recording, filing, registering, perfection, protection or maintenance of the security interests or other Liens intended to be created by this Indenture or the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in filing or continuation of any Uniform Commercial Code financing or continuation statements or similar documents or instruments), nor shall the Collateral Agent be responsible for, and the Collateral Agent makes no representation regarding, the validity, effectiveness or priority of any of the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time or other Liens intended to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressedbe created thereby.

Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and the Note Guarantees and performance of all other Obligations of the Issuer and the Guarantors to the Holders or the Indenture Trustee Securityholder Secured Parties under this Indenture, the Notes Securities, the Note Guarantees, the Intercreditor Agreements, and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Issuer and the Guarantors hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders, Securityholder Secured Parties pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreements. Each Holder, by accepting a NoteSecurity, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their respective terms and this IndentureIndenture and the Intercreditor Agreements, and authorizes and directs the Indenture Trustee Notes Collateral Agent to enter into the Security Documents andand the Intercreditor Agreements, subject to the provisions of this Indenture, and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and deliver to the Notes Collateral Agent copies of all actions reasonably documents required to cause be filed pursuant to the Security Documents to create and maintain at all times, as security for or the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third PersonsIntercreditor Agreements, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 10.01, to assure and confirm to the Indenture Trustee Notes Collateral Agent the first-priority security interests interest in the Notes Priority Collateral and the second-priority lien in the ABL Priority Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or Intercreditor Agreements or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Issuer shall, and therein expressedshall cause its Subsidiaries to, take any and all actions and make all filings, registrations and recordations (including the filing of Uniform Commercial Code financing statements, continuation statements and amendments thereto) in all such jurisdictions reasonably required to cause the Security Documents or the Intercreditor Agreements to create, perfect and maintain, as security for the Obligations of the Issuer and the Guarantors to the Securityholder Secured Parties under this Indenture, the Securities, the Note Guarantees, the Intercreditor Agreements and the Security Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreements and the Security Documents), in favor of the Notes Collateral Agent for the benefit of the Securityholder Secured Parties subject to no Liens other than Liens permitted pursuant to this Indenture.

Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other obligations of the Issuer and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Noteholder Collateral Agent under this Indenture, the Notes Notes, the Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligationsobligations, subject to the terms of the Intercreditor Agreement. The Trustee and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Noteholder Collateral Agent holds the Collateral in trust for the benefit of the HoldersNoteholder Secured Parties, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement (including a Junior Intercreditor Agreement, if any) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Trustee Noteholder Collateral Agent to enter into the Security Documents andand the Intercreditor Agreement (and to enter into a Junior Intercreditor Agreement, subject to if any, after the provisions of this Indenture, Issue Date) and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith; provided, however, that if any of the provisions of the Security Documents limit, qualify or conflict with the duties imposed by the provisions of the TIA, the TIA shall control. The Issuer shall take any and deliver to the Noteholder Collateral Agent copies of all actions reasonably required documents pursuant to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 10.01, to assure and confirm to the Indenture Trustee Noteholder Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Issuer shall, and therein expressedshall cause the Subsidiaries of the Issuer to, use its commercially reasonable efforts to take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Noteholder Collateral Agent for the benefit of the Secured Parties.

Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Notes Collateral Agent under this Indenture, the Notes Notes, the Intercreditor Agreement, the Collateral Trust Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligationsobligations, subject to the terms of the Intercreditor Agreement and, with respect to the Trust Collateral, the Collateral Trust Agreement. The Issuer Trustee and the Issuers hereby acknowledges acknowledge and agrees agree that the Indenture Notes Collateral Agent and the Collateral Trustee with respect to the Trust Collateral holds the Collateral in trust for the benefit of the HoldersNoteholder Secured Parties, in each case pursuant to the terms of the Security Documents, the Collateral Trust Agreement (with respect to the Trust Collateral) and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents Documents, the Collateral Trust Agreement (with respect to the Trust Collateral)and the Intercreditor Agreement , in each case, 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 respective terms and this Indenture, the Collateral Trust Agreement (with respect to the Trust Collateral) and the Intercreditor Agreement, and authorizes and directs the Indenture Trustee Notes Collateral Agent to enter into the Security Documents andDocuments, subject to the provisions of this Indenture, Collateral Trust Agreement and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer Issuers shall take any deliver to the Notes Collateral Agent copies of all documents executed and all actions reasonably required delivered pursuant to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 1401, to assure and confirm to the Indenture Trustee Notes Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Issuers shall, and therein expressedshall cause the Subsidiaries of the Issuers to, take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations under this Indenture, the Notes and the Security Documents, a valid and enforceable perfected Lien and security interest in and on all of the Security Agreement Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Notes Collateral Agent for the benefit of the Noteholder Secured Parties and on all of the Trust Collateral (subject to the terms of the Collateral Trust Agreement), in favor of the Collateral Trustee for the benefit of the Noteholder Secured Parties. The Trustee hereby authorizes and requires the Issuers to make, and to cause the Subsidiaries of the Issuers to, and each Subsidiary to make, all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) or recordings and take all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers and its Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected first priority security interest subject only to Permitted Liens.

Collateral and Security Documents. The (a) In order to secure the due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal ofof an interest (to the extent permitted by law), premium and interest if any, on the Notes and performance of all other obligations of the Company to the Holders or the Indenture Trustee under this IndentureIndenture and the Notes, the Notes Company and the Collateral Agent have simultaneously with the execution of this Indenture entered into the Security Documents (other Security Documentsthan the Intercreditor Agreement), and all other amounts in respect pursuant to which the Company has granted to the Collateral Agent for the benefit of the Secured Obligations according to Trustee and the terms hereunder or thereunder, shall be secured by Holders a second priority Lien on and security interest in the Collateral as (such Lien ranking junior in priority only to the existing Lien on the Collateral granted to the Master Trust and the PBGC, for the benefit of the pension plan of the Company, pursuant to the PBGC Documents, provided that upon the extinguishment of the Lien evidenced by the PBGC Documents, the security interest in the Security Documents, which define Collateral granted to the terms Collateral Agent for the benefit of the Liens that secure Trustee and the Secured ObligationsHolders shall become a first priority Lien. The Issuer Collateral Agent and the Company hereby acknowledges and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral as a secured party or mortgagee, as the case may be, in trust for the benefit of the HoldersTrustee, in its capacity as trustee, and for the ratable benefit of the Holders pursuant to the terms of the Security Documents. The Collateral Agent is authorized and directed to enter into the Intercreditor Agreement. (b) Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to all of the terms and provisions of the Security Documents (including the provisions providing for the possessionDocuments, use, release and foreclosure of Collateral) as the same may be in effect from time to time or may be amended from time to time in accordance with their respective terms the provisions of the Security Documents and this Indenture, and authorizes and directs the Indenture Trustee Collateral Agent to enter into the Security Documents and, subject to the provisions of this Indenture, to perform its obligations and exercise its rights thereunder in accordance herewith and therewithact as mortgagee or secured party with respect thereto. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (Ac) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants As set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and governed by the Security Documents, as from time to time constitutedamong the Holders of Notes, so as to render the Collateral available as now or hereafter constituted shall be held for the security equal and ratable benefit of this Indenture and the Holders of the Notes secured herebywithout preference, according to priority or distinction of any thereof over any other by reason of difference in time of issuance, sale or otherwise, as security for the intent and purpose herein and therein expressedNotes. SECTION 10.2.

Collateral and Security Documents. The due and punctual payment of the principal of, premium and interest on of the Notes Securities when and as the same shall be due and payable, whether on a an Payment Date, at the Maturity DateStated Maturity, or by acceleration, repurchase, redemption or otherwise, and interest on performance of all other Obligations of the overdue principal of, premium and interest on the Notes Issuer to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes Securities and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Trustee and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents. Each Holder, by accepting a NoteSecurity, appoints U.S. Bank National Association as Collateral Agent and consents and agrees (subject to Section 4.11) 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 respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject and to bind the Holders to the provisions of this Indenture, terms thereof and to perform its obligations and exercise its rights thereunder in accordance herewith therewith. The Issuer shall deliver to the Trustee (if it is not then also appointed and therewithserving as Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01, to assure and confirm to the Trustee and the Collateral Agent the Liens on the Collateral contemplated hereby, by the Security Documents or by 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 Securities secured hereby, according to the intent and purposes herein expressed. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the CollateralCollateral (subject to the terms of the Security Documents), in favor of the Indenture Trustee Collateral Agent for the benefit of the Trustee and the Holders under the Security Documents. The Issuer hereby covenant (A) Notwithstanding anything to perform and observe its obligations under the contrary in this Indenture or any Security Document, in no event shall the Collateral Agent be responsible for, or have any duty or obligation with respect to, the recording, filing, registering, perfection, protection or maintenance of the security interests or other Liens intended to be created by this Indenture or the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in filing or continuation of any Uniform Commercial Code financing or continuation statements or similar documents or instruments), nor shall the Collateral Agent be responsible for, and the Collateral Agent makes no representation regarding, the validity, effectiveness or priority of any of the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time or other Liens intended to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressedbe created thereby.

Collateral and Security Documents. The (a) On and after the Issue Date, the due and punctual payment of the principal of, premium of and interest (including additional interest, if any) on the Notes when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest (including additional interest, if any) on the Notes and performance of all other Guaranteed Obligations of the Issuers and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security DocumentsDocuments and Other Second Lien Obligations, which define the terms of the Liens that secure the Secured Guaranteed Obligations, subject to the terms of the Intercreditor Agreement. The Issuer Trustee and the Issuers hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust for the benefit of the Trustee and the Holders, pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, foreclosure and 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 respective terms and this Indenture, and authorizes and directs the Indenture Trustee Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take ; provided, however, that if any and all actions reasonably required to cause of the provisions of the Security Documents to create and maintain at all timeslimit, as security for qualify or conflict with the Secured Obligations duties imposed by the provisions of the Issuer hereunderTIA, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security DocumentsTIA shall control. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer Issuers shall do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 11.01, to assure and confirm to the Indenture Trustee Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. Holdings shall take, and therein expressedshall cause its Subsidiaries to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations and Other Second Lien Obligations of the Issuers and the Guarantors hereunder, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Collateral Agent for the benefit of the Trustee and the Holders, second in priority to any and all security interests (other than property and assets of Foreign Subsidiaries) at any time granted in the Collateral to secure the First Priority Lien Obligations. Notwithstanding the foregoing, the Intercreditor Agreement and the Security Documents may be amended from time to time to add other parties holding Other Second Lien Obligations and other First Priority Lien Obligations permitted to be incurred under Sections 4.03 and 4.12.

Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes and the Guarantees when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and the Guarantees and performance of all other Obligations of the Company and the Guarantors to the Holders or the Indenture Trustee Purchaser under this IndentureAgreement, the Notes Notes, the Guarantees, the Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations, subject to the terms of the Intercreditor Agreement. The Issuer Purchaser, the Company and the Guarantors hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders, Purchaser and the other Secured Parties pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) The Company shall deliver to the terms Notes Collateral Agent copies 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 respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject to the provisions of this Indenture, to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably documents required to cause the Security Documents be filed pursuant to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 10.01, to assure and confirm to the Indenture Trustee Notes Collateral Agent the first-priority security interests interest in the Notes Priority Collateral and the second-priority lien in the ABL Priority Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture Agreement and of the Notes secured herebypursuant hereto, according to the intent and purpose purposes herein expressed. The Company shall, and therein expressedshall cause its Subsidiaries to, take any and all actions and make all filings, registrations and recordations (including the filing of Uniform Commercial Code financing statements, continuation statements and amendments thereto) in all such jurisdictions reasonably required to cause the Security Documents to create, perfect and maintain, as security for the Obligations of the Company and the Guarantors to the Purchaser under this Agreement, the Notes, the Guarantees, the Intercreditor Agreement and the Security Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents), in favor of the Notes Collateral Agent for the benefit of the Purchaser and the other Secured Parties subject to no Liens other than Liens permitted pursuant to this Agreement.

Collateral and Security Documents. The due From and after the Issue Date, the punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payabledue, whether on a Payment Dateat Stated Maturity, at the Maturity Date, or by acceleration, repurchase, redemption acceleration or otherwise, and interest on of all monetary obligations of the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee Company under this Indenture, the Notes and the other Note Security Documents, and all other amounts in respect whether for principal of or Applicable Premium, if any, or interest on the Secured Obligations according to the terms hereunder Notes, fees, expenses, indemnification or thereunderotherwise, shall be secured by a security interest in the Collateral as provided in the Note Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Note Collateral Agent holds the Collateral in trust for the benefit of the HoldersSecured Parties, in each case pursuant and subject to the terms of the Note Security Documents. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Note Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and this Indenture, in each case as the same may be in effect or may be amended amended, supplemented, waived or otherwise modified from time to time in accordance with their respective terms and this Indentureterms, and authorizes and directs the Indenture Trustee Note Collateral Agent to enter into the Note Security Documents and, subject to the provisions of this Indenture, and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any Pursuant and all actions reasonably required subject to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations terms of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Note Security Documents, valid from and enforceableafter the Issue Date, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior Company shall deliver to the rights Note Collateral Agent copies of all third Persons, documents and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 1201, to reasonably assure and confirm to the Indenture Trustee Note Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Note Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. From and therein expressedafter the Issue Date, the Company shall use commercially reasonable efforts to take any and all actions reasonably necessary or required to cause the Note Security Documents to create and maintain, as security for the Secured Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral in favor of the Note Collateral Agent for the benefit of the Secured Parties, as and to the extent contemplated by the Note Security Documents, including making all filings (including 69 filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) or recordings and taking all other similar actions as are reasonably necessary or required by the Note Security Documents or that the Note Collateral Agent may reasonably request (to the extent required under the Note Security Documents) in order to maintain and perfect (at the sole cost and expense of the Company) the security interest and liens created by the Note Security Documents in the Collateral as a perfected security interest, in each case other than with respect to any Collateral the lien or security interest in or on which is not required to be maintained or perfected under the Note Security Documents, and subject to Liens thereon expressly permitted by Section 409. The Company shall continue to have the right to possess and control their property and assets constituting Collateral and exercise all rights with respect thereto, subject to the terms of the Note Security Documents. Notwithstanding the foregoing, the Company will not be required to take any action in any Foreign Jurisdiction, or required by the laws of any such Foreign Jurisdiction, or to enter into any security agreement or pledge agreement governed by the laws of any such Foreign Jurisdiction, in order to create any security interests (or other Liens) in Collateral located or titled in such Foreign Jurisdiction, or in order to perfect any security interests (or other Liens) in any such Collateral, other than in each case Collateral consisting of the Collateral Account if the Collateral Account is located in a Foreign Jurisdiction.

Collateral and Security Documents. The due and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Notes Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the Holders, pursuant subject to the terms of the Security DocumentsJunior Priority Intercreditor Agreement and the Equal Priority Intercreditor Agreement, if any. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of and otherwise be bound by the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Junior Priority Intercreditor Agreement and the Equal Priority Intercreditor Agreement, if any, as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, the Junior Priority Intercreditor Agreement and the Equal Priority Intercreditor Agreement, if any, and authorizes and directs the Indenture Collateral Trustee to enter into the Security Documents andand the Junior Priority Intercreditor Agreement and the Equal Priority Intercreditor Agreement, subject to the provisions of this Indentureif any, and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any Company and all actions reasonably the Guarantors will, to the extent required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior subject to the rights of all third Personslimitations therein, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be donedone all things (including the filing of UCC financing statements, at its sole cost continuation statements and expense, all such actions amendments thereto) which are necessary to confirm that the Collateral Trustee holds a Lien in the Collateral and things as may be necessary, or as may be required by the MSR Collateral Agent holds a Lien in the MSR Collateral (subject to the provisions of the Security DocumentsJunior Priority Intercreditor Agreement), to confirm to including property that becomes Collateral after the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressedIssue Date.

Collateral and Security Documents. The due (a) On and after the Acquisition Date, the full and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payabledue, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes to the Holders or the Indenture Trustee under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured ObligationsNotes, subject to the terms of the Intercreditor Agreement. The Issuer Trustee, the Company and the Guarantors each hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Senior Note Collateral Agent holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, Holder consents and agrees (subject to Section 4.11) to the terms of the Security Documents and the Intercreditor Agreement (including the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) ), as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject . The Company shall deliver to the provisions Trustee (if the Trustee is not itself then the Senior Note Collateral Agent ) copies of this Indenture, all documents delivered to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required the Senior Note Collateral Agent pursuant to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documents, this Section 10.07 to assure and confirm to the Indenture Trustee and the Senior Note Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Company shall take, and therein expressedshall cause the Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Notes a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Senior Note Collateral Agent for the benefit of the Trustee and the Holders, second in priority to any and all Liens and security interests at any time granted in the Collateral to secure the First Lien Obligations. The Company and the Guarantors will from time to time promptly pay and discharge all recording or filing fees, charges and taxes relating to the filing or registration of this Indenture and the Security Documents, any amendments thereto and any other instruments of further assurance.

Collateral and Security Documents. The due and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee under this Indenture, the Notes Securities and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be Securities Guarantee are secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the Holders, pursuant subject to the terms of the Intercreditor Agreement. Each Holder (i) hereby consents to the subordination of the Liens securing the Securities and the Securities Guarantee on the terms set forth in the Intercreditor Agreement, (ii) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement and (iii) hereby authorizes and instructs the Collateral Agent to enter into the Intercreditor Agreement and to subject the Securities and the Securities Guarantee and the Liens securing the Securities and the Securities Guarantee to the provisions thereof. The foregoing provisions are intended as an inducement to the Senior Obligations Secured Parties (as defined the Intercreditor Agreement) to extend credit to the Company, and such Senior Obligations Secured Parties are intended third party beneficiaries of such provisions and the provisions of the Intercreditor Agreement. The Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents. Each Holder, and will do or cause to be done all such acts and things as may be required by accepting a Note, consents the next sentence of this Section 11.01 to assure and agrees (subject to Section 4.11) confirm to the terms of Collateral Agent the security interest in the Collateral contemplated hereby or by the Security Documents (including the provisions providing for the possessionor any part thereof, 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 respective terms constituted, so as to render the same available for the security and this Indenturebenefit of the Securities and the Securities Guarantee according to the intent and purposes herein expressed. The Company shall take, and authorizes and directs shall cause the Indenture Trustee Guarantors to enter into the Security Documents andtake, subject to the provisions of this Indenture, to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in Securities and the Securities Guarantee, valid and enforceable Liens on all material portions of the Collateral (subject to the terms of this First Supplemental Indenture, the Notes applicable Security Documents and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the CollateralIntercreditor Agreement), in favor of the Indenture TrusteeCollateral Agent for the benefit of the Holders, superior to and prior perfected to the rights of all third Persons, extent contemplated by the applicable Security Documents and immediately junior in priority in accordance with the Intercreditor Agreement (subject to no other Permitted Collateral Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause ) to be done, any and all Liens at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests any time granted in the Collateral contemplated hereby and by to secure the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressedPriority Lien Obligations.

Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes Securities when and as the same shall be due and payable, whether on a an Payment Date, at the Maturity DateStated Maturity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes Securities and performance of all other Guaranteed Obligations of the Issuer and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes Securities, the Intercreditor Agreements and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Guaranteed Obligations, subject to the terms of the Intercreditor Agreements. The Trustee and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Notes Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreements. Each Holder, by accepting a NoteSecurity, appoints U.S. Bank National Association as Collateral Agent and consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Notes Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject and the Intercreditor Agreements and to bind the Holders to the provisions of this Indenture, terms thereof and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take deliver to the Trustee (if it is not then also appointed and serving as Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01, to assure and confirm to the Trustee and the Collateral Agent the Liens on the Notes Collateral contemplated hereby, by the Security Documents or by 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 Securities secured hereby, according to the intent and purposes herein expressed. The Issuer shall take, and shall cause the Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected Lien on all of the CollateralNotes Collateral (subject to the terms of the Security Documents and the Intercreditor Agreements), in favor of the Indenture Trustee Collateral Agent for the benefit of the Trustee and the Holders under the Security Documents. The Issuer hereby covenant (A) Notwithstanding anything to perform and observe its obligations under the contrary in this Indenture or any Security Document, in no event shall the Collateral Agent be responsible for, or have any duty or obligation with respect to, the recording, filing, registering, perfection, protection or maintenance of the security interests or other Liens intended to be created by this Indenture or the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in filing or continuation of any Uniform Commercial Code financing or continuation statements or similar documents or instruments), nor shall the Collateral Agent be responsible for, and the Collateral Agent makes no representation regarding, the validity, effectiveness or priority of any of the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time or other Liens intended to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressed.be created thereby. 107

Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest and premium (including Applicable Premium) on the Notes and Guarantees when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and Guarantees and performance of all other Obligations of the Parent Guarantor and the Issuer to the Holders or the Indenture Trustee under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Trustee, the Parent Guarantor and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust for the benefit of the Holders, Noteholder Secured Parties pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) 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 each may be amended from time to time in accordance with their respective terms and this Indenture, authorizes and directs the Collateral Agent to enter into the Security Documents, and authorizes and directs the Indenture Collateral Agent and the Trustee to enter into the Security Documents and, subject to the provisions of this Indenture, to perform its their respective obligations and exercise its their respective rights thereunder in accordance herewith and therewith. The Issuer shall take any and deliver to the Collateral Agent copies of all actions reasonably documents required to cause the Security Documents be filed pursuant to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 11.01, to assure and confirm to the Indenture Trustee Collateral Agent the first-priority security interests interest in the Collateral contemplated hereby and Collateral, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Parent Guarantor and therein expressedthe Issuer shall take any and all actions and make all filings, registrations and recordations (including the filing of UCC financing statements, continuation statements and amendments thereto) in all such jurisdictions reasonably required to cause the Security Documents to create, perfect and maintain, as security for the Obligations of the Parent Guarantor and the Issuer to the Noteholder Secured Parties under this Indenture, the Notes, the Guarantees and the Security Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral, in favor of the Collateral Agent for the benefit of the Noteholder Secured Parties subject to no Liens other than Liens permitted under this Indenture.

Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Notes Collateral Agent under this Indenture, the Notes Notes, the Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligationsobligations, subject to the terms of the Intercreditor Agreement. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Notes Collateral Agent holds the Collateral in trust for the benefit of the HoldersNoteholder Secured Parties, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) 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 respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Trustee Notes Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer Company shall take any and deliver to the Notes Collateral Agent copies of all actions reasonably required documents pursuant to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 1401, to assure and confirm to the Indenture Trustee Notes Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Company shall, and therein expressedshall cause the Subsidiaries of the Company to, take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations under this Indenture, the Notes and the Security Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Notes Collateral Agent for the benefit of the Noteholder Secured Parties. The Company shall, and shall cause the Subsidiaries of the Company to, and each Subsidiary shall, make all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) or recordings and take all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Company and its Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected first priority security interest subject only to Permitted Liens.

Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other Obligations of the Co-Issuers and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes Notes, the Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure such Co-Issuers’ and Guarantors’ Obligations, subject to the Secured Obligationsterms of the Intercreditor Agreement. The Issuer Trustee and the Co-Issuers hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust for the benefit of the HoldersNotes Secured Parties, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) 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 respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Trustee Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take ; provided, however, that if any and all actions reasonably required to cause of the provisions of the Security Documents to create and maintain at all timeslimit, as security for qualify or conflict with the Secured Obligations duties imposed by the provisions of the Issuer hereunderTIA, a valid and enforceable perfected Lien on the TIA shall control. The Co-Issuers shall deliver, or cause to be delivered, to the Collateral Agent copies of all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under documents pursuant to the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 12.01, to assure and confirm to the Indenture Trustee Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Co-Issuers shall, and therein expressedshall cause the Subsidiaries of Parent to, use their commercially reasonable efforts to take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations of the Co-Issuers and the Guarantors under this Indenture, the Notes and the Security Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Collateral Agent for the benefit of the Notes Secured Parties. The Co-Issuers shall, and shall cause the Subsidiaries of Parent to, and each Subsidiary shall, make all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) and take all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Co-Issuers and Subsidiaries of Parent) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest with the priority set forth in the Intercreditor Agreement and subject only to Permitted Liens.

Collateral and Security Documents. (d) The due Issuer and the Subsidiary Guarantors agree to secure the full and punctual payment when due and the full and punctual performance of their obligations under this Indenture and the Notes by (i) a third-ranking pledge of shares of CME NV and CME BV (the “Pledged Shares”) and (ii) a third-ranking assignment of the principal of, premium and interest on Issuer’s rights under the Notes when and as Framework Agreement (together with the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee under this IndenturePledged Shares, the Notes and the other Security Documents, and all other amounts “Collateral”). The share pledges in respect of the Secured Obligations according Pledged Shares are referred to as the terms hereunder or thereunder“Share Pledges” and, shall be secured by a security interest in together with the Collateral assignment agreements evidencing the third-ranking assignment of rights under the Framework Agreement, are referred to as provided in the “Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the Holders, pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) .” Subject to the terms of the Security Documents and this Indenture, the Issuer is permitted to pledge the Collateral in connection with future Indebtedness of the Issuer or its Restricted Subsidiaries incurred and secured in compliance with this Indenture and on terms consistent with the relative priority of such Indebtedness and the Trustee and the Security Trustee may enter into one or more additional or amended intercreditor agreements in connection with any such future pledge of the Collateral. The rights and obligations of the parties hereunder with respect to the Collateral are subject to the provisions of the Intercreditor Agreement. So long as no Event of Default has occurred and is continuing, any share pledge will be released if the Subsidiary whose Capital Stock is pledged is disposed of (whether by merger, amalgamation or consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by a lease)) to a Person that is not the Issuer or a Restricted Subsidiary of the Issuer in compliance with the terms of this Indenture (including Section 4.9 and Section 4.20) so long as (i) all other security interests in respect of such Subsidiary’s Capital Stock securing the Indebtedness of the Issuer or a Restricted Subsidiary are released and (ii) the proceeds from such sale or disposition are used for the purposes permitted or required by this Indenture. In addition, any share pledge will be released if the Subsidiary whose Capital Stock is pledged is redesignated as an Unrestricted Subsidiary in compliance with the terms and conditions of this Indenture. All of the Collateral shall be released upon the defeasance or discharge of the Notes in accordance with Sections 8.2, 8.3 or 8.5 of this Indenture. Each holder of Notes by accepting a Note shall be deemed to have authorized and directed each of the Trustee and the Security Trustee to execute the Intercreditor Agreement. Each holder of Notes by accepting a Note consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, authorizes the Trustee and authorizes and directs the Indenture Security Trustee to enter into the Security Documents and, subject to the provisions of this Indenture, to perform its their respective obligations and exercise its their respective rights thereunder in accordance herewith therewith and therewith. The Issuer shall take any and all actions reasonably required to cause appoints the Security Documents to create and maintain at all timesTrustee as his attorney-in-fact for such purpose, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateralincluding, in favor the event of the Indenture Trustee any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors or marshaling of assets of any Guarantor tending towards liquidation or reorganization of the Holders business and assets of any Guarantor, the immediate filing of a claim for the unpaid balance under the Security Documents. The Issuer hereby covenant (A) to perform and observe its Guarantee obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and form required in this Article 9) said proceedings to cause said claim to be approved, provided that it is expressly understood that the Trustee shall not be required to cause the Security Documents exercise any such rights as attorney for any holders of Notes unless instructed to create and maintain, as security for the Secured Obligations contained do so in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressed.accordance with Section 7.6

Collateral and Security Documents. The due and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payabledue, whether on a Payment Dateat Stated Maturity, at the Maturity Date, or by acceleration, repurchase, redemption acceleration or otherwise, of all monetary obligations of the Company and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee any Subsidiary Guarantor under this Indenture, the Notes and the other Note Security Documents, and all other amounts in respect whether for principal of or interest on the Secured Obligations according to the terms hereunder Notes, expenses, indemnification or thereunder133 otherwise, shall be secured by a security interest in the Collateral as provided in the Note Security Documents, which define the terms of the Liens that secure the Secured Obligations, subject to the terms of the Intercreditor Agreements. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Note Collateral Agent holds the Collateral in trust for the benefit of the HoldersSecured Parties, in each case pursuant and subject to the terms of the Note Security DocumentsDocuments and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Note Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) ), this Indenture and the Intercreditor Agreements, in each case as the same may be in effect or may be amended amended, supplemented, waived or otherwise modified from time to time in accordance with their respective terms and this Indentureterms, and authorizes and directs the Indenture Trustee Note Collateral Agent to enter into the Note Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any Pursuant and all actions reasonably required subject to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations terms of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Note Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this IndentureIntercreditor Agreements, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior Company shall deliver to the rights Note Collateral Agent copies of all third Persons, documents and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 1501, to reasonably assure and confirm to the Indenture Trustee Note Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Note Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Company shall, and shall cause each of the Subsidiary Guarantors to, use commercially reasonable efforts to take any and all actions reasonably required to cause the Note Security Documents to create and maintain, as security for the Secured Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral in favor of the Note Collateral Agent for the benefit of the Secured Parties, as and to the extent contemplated by the Note Security Documents and subject to the terms of the Intercreditor Agreements, including making all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) or recordings and taking all other similar actions as are reasonably necessary or required by the Note Security Documents or that the Note Collateral Agent may reasonably request (to the extent required under the Note Security Documents) in order to maintain and perfect (at the sole cost and expense of the Company and the Subsidiary Guarantors) the security interest and liens created by the Note Security Documents in the Collateral as a perfected security interest, in each case other than with respect to any Collateral the lien or security interest in or on which is not required to be maintained or perfected under the Note Security Documents, and subject to Liens permitted under this Indenture, including Permitted Liens and other Liens permitted by Section 413. For the avoidance of doubt, if any Subsidiary Guarantor shall not so maintain the security interest and liens created by the Note Security Documents as a perfected security interest as described therein (in the case of the Collateral Agreement, as described in subsection 4.2.2, 4.3.4 or 4.3.5 thereof, as applicable) notwithstanding its use of commercially reasonable efforts, such failure shall not (by reason of the use of commercially reasonable efforts) be deemed to be in accordance with the terms of this Indenture or any of the Note Security Documents for purpose herein of clause (i) of the first parenthetical in Section 601(xiii). The Company and therein expressedthe Subsidiary Guarantors shall continue to have the right to possess and control their property and assets constituting Collateral and exercise all rights with respect thereto, subject to the terms of the Note Security Documents. 134 Notwithstanding the foregoing, if the Company and the Subsidiary Guarantors are unable to complete on or prior to the Issue Date all filings, recordings and other similar actions required in connection with the perfection of such liens and security interests, the Company and the Subsidiary Guarantors shall use their commercially reasonable efforts to complete such actions as soon as reasonably practicable (but no later than 180 days) after such date. Notwithstanding the foregoing, the Company and the Subsidiary Guarantors will not be required to (x) take any action in any jurisdiction other than the United States of America, or required by the laws of any such jurisdiction, in order to create any security interests (or other Liens) in assets located or titled outside of the United States of America or to perfect any security interests (or other Liens) in any Collateral, (y) deliver control agreements with respect to, or confer perfection by “control” over, any deposit accounts, bank or securities account or other Collateral, except, in the case of Collateral that constitutes Capital Stock or intercompany notes in certificated form, delivering such Capital Stock or intercompany notes (in the case of intercompany notes, limited to any such note with a principal amount in excess of $3.0 million) to the Note Collateral Agent (or another Person as required under the Intercreditor Agreements) or (z) deliver landlord lien waivers, estoppels or collateral access letters. The Collateral shall not at any time include any Excluded Assets or Excluded Subsidiary Securities.

Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes Securities when and as the same shall be due and payable, whether on a an Payment Date, at the Maturity DateStated Maturity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes Securities and performance of all other Guaranteed Obligations of the Issuer and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes Securities, the Intercreditor Agreements and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Guaranteed Obligations, subject to the terms of the Intercreditor Agreements (if any). The Trustee and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Notes Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreements. Each Holder, by accepting a NoteSecurity, appoints [·] as Collateral Agent and consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Notes Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject and the Intercreditor Agreements and to bind the Holders to the provisions of this Indenture, terms thereof and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take deliver to the Trustee (if it is not then also appointed and serving as Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01, to assure and confirm to the Trustee and the Collateral Agent the Liens on the Notes Collateral contemplated hereby, by the Security Documents or by 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 Securities secured hereby, according to the intent and purposes herein expressed. The Issuer shall take, and shall cause the Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected Lien on all of the CollateralNotes Collateral (subject to the terms of the Security Documents and the Intercreditor Agreements), in favor of the Indenture Trustee Collateral Agent for the benefit of the Trustee and the Holders under the Security Documents. The Issuer hereby covenant (A) Notwithstanding anything to perform and observe its obligations under the contrary in this Indenture or any other Security Document, in no event shall the Collateral Agent be responsible for, or have any duty or obligation with respect to, the recording, filing, registering, perfection, protection or maintenance of the security interests or other Liens intended to be created by this Indenture or the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in filing or continuation of any UCC financing or continuation statements or similar documents or instruments), nor shall the Collateral Agent be responsible for, and the Collateral Agent makes no representation regarding, the validity, effectiveness or priority of any of the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time or other Liens intended to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressedbe created thereby.

Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes Securities when and as the same shall be due and payable, whether on a an Payment Date, at the Maturity DateStated Maturity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes Securities and performance of all other Guaranteed Obligations of the Issuer and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes Securities, the Intercreditor Agreements and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Guaranteed Obligations, subject to the terms of the Intercreditor Agreements. The Trustee and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Notes Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreements. Each Holder, by accepting a NoteSecurity, appoints U.S. Bank National Association as Collateral Agent and consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Notes Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject and the Intercreditor Agreements and to bind the Holders to the provisions of this Indenture, terms thereof and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take deliver to the Trustee (if it is not then also appointed and serving as Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01, to assure and confirm to the Trustee and the Collateral Agent the Liens on the Notes Collateral contemplated hereby, by the Security Documents or by 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 Securities secured hereby, according to the intent and purposes herein expressed. The Issuer shall take, and shall cause the Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected Lien on all of the CollateralNotes Collateral (subject to the terms of the Security Documents and the Intercreditor Agreements), in favor of the Indenture Trustee Collateral Agent for the benefit of the Trustee and the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressed.

Collateral and Security Documents. The due and punctual payment Notes Obligations of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee under this Indenture, the Notes Company and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, Guarantors shall be secured by a security interest in liens on the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Notes Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the Holders, pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of and otherwise be bound by 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 respective terms and this Indenture, and authorizes and directs the Indenture Trustee Collateral Agent to enter into the Security Documents and, subject to the provisions of this Indenture, and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any Company and all actions reasonably the Guarantors will, to the extent required to cause under the Security Documents and subject to create the limitations therein, do or cause to be done all things (including the filing of UCC financing statements, continuation statements and maintain at all timesamendments thereto) which are necessary to confirm that the Collateral Agent holds a Lien in the Collateral, including property that becomes Collateral after the Issue Date, subject to any prior Liens, other than Permitted Liens. From and after the Issue Date, and subject to certain limitations and exceptions described in the Security Agreement, if (i) any Subsidiary of the Company becomes a Guarantor and owns any property or rights which are Collateral or (ii) the Company or any Guarantor acquires any property or rights which are Collateral, it will be required to execute and deliver such security instruments, financing statements and such certificates as are required under this Indenture or any Security Document to vest in the Collateral Agent a Lien (subject to Permitted Liens) in such after-acquired Collateral such that the Collateral Agent would have a first priority perfected Lien (subject to Permitted Liens) upon any such Collateral, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressedObligations.

Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other obligations of the Issuer and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Noteholder Collateral Agent under this Indenture, the Notes Notes, the Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligationsobligations, subject to the terms of the Intercreditor Agreement. The Trustee and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Noteholder Collateral Agent holds the Collateral in trust for the benefit of the HoldersNoteholder Secured Parties, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) 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 respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Trustee Noteholder Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith; provided, however, that if any of the provisions of the Security Documents limit, qualify or conflict with the duties imposed by the provisions of the TIA, the TIA shall control. The Issuer shall take any and deliver to the Noteholder Collateral Agent copies of all actions reasonably required documents pursuant to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 10.01, to assure and confirm to the Indenture Trustee Noteholder Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Issuer shall, and therein expressedshall cause the Subsidiaries of the Issuer to, use its commercially reasonable efforts to take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Noteholder Collateral Agent for the benefit of the Secured Parties.

Collateral and Security Documents. The due From and after the Issue Date, the punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payabledue, whether on a Payment Dateat Stated Maturity, at the Maturity Date, or by acceleration, repurchase, redemption acceleration or otherwise, and interest on of all monetary Obligations of the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee Company under this Indenture, the Notes and the other Note Security Documents, and all other amounts in respect whether for principal of or premium, if any, or interest on the Secured Obligations according to the terms hereunder Notes, fees, expenses, indemnification or thereunderotherwise, shall be secured by a security interest in the Collateral as provided in the Note Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Note Collateral Agent holds the Collateral in trust for the benefit of the HoldersSecured Parties, in each case pursuant and subject to the terms of the Note Security Documents. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Note Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and this Indenture, in each case as the same may be in effect or may be amended amended, supplemented, waived or otherwise modified from time to time in accordance with their respective terms and this Indentureterms, and authorizes and directs the Indenture Trustee Note Collateral Agent to enter into the Note Security Documents and, subject to the provisions of this Indenture, and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any Pursuant and all actions reasonably required subject to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations terms of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Note Security Documents, valid from and enforceableafter the Issue Date, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior Company shall deliver to the rights Note Collateral Agent copies of all third Persons, documents and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 1201, to reasonably assure and confirm to the Indenture Trustee Note Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Note Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. From and therein expressedafter the Issue Date, the Company shall use commercially reasonable efforts to take any and all actions reasonably necessary or required to cause (i) the Note Security Documents to create and maintain, as security for the Secured Obligations, a valid and enforceable perfected first priority Lien and security interest in and on all of the Collateral in favor of the Note Collateral Agent for the benefit of the Secured Parties, as and to the extent contemplated by the Note Security Documents, and (ii) the Ambac Note to create and maintain a valid and enforceable perfected first priority Lien and security interest in and on the Ambac Note Collateral, in favor of the Company, including, in each case, making all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) or recordings and taking all other similar actions as are reasonably necessary or required by the Note Security Documents or the Ambac Note, or that the Note Collateral Agent may reasonably request (to the extent required under the Note Security Documents) in order to maintain and perfect (at the sole cost and expense of the Company) the security interest and liens created by the Note Security Documents in the Collateral or created by the Ambac Note in the Ambac Note Collateral, in each case as a perfected security interest, in each case other than with respect to any Collateral or Ambac Note Collateral the lien or security interest in or on which is not required to be maintained or perfected under the Note Security Documents or the Ambac Note, as applicable. The Company shall continue to have the right to possess and control their property and assets constituting Collateral and exercise all rights with respect thereto, subject to the terms of the Note Security Documents. Notwithstanding the foregoing, the Company will not be required to take any action in any Foreign Jurisdiction, or required by the laws of any such Foreign Jurisdiction, or to enter into any security agreement or pledge agreement governed by the laws of any such Foreign Jurisdiction, in order to create any security interests (or other Liens) in Collateral located or titled in such Foreign Jurisdiction, or in order to perfect any security interests (or other Liens) in any such Collateral, other than in each case Collateral consisting of the Sitka Ambac Note Proceeds Collateral Account, the Ambac Note or the Tier I Proceeds Collateral Account Control Agreement if the Sitka Ambac Note Proceeds Collateral Account, the Ambac Note or the Tier I Proceeds Collateral Account Control Agreement, in each case, is located in a Foreign Jurisdiction; provided that the Company will enter into the English Share Charge with respect to capital stock of Ambac Assurance UK Limited.

Collateral and Security Documents. (a) The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Notes Collateral Agent under this Indenture, the Notes Notes, the Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligationsobligations, subject to the terms of the Intercreditor Agreement. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Notes Collateral Agent holds the Collateral in trust for the benefit of the HoldersNoteholder Secured Parties, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) 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 respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Trustee Notes Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer Company shall take any and deliver to the Notes Collateral Agent copies of all actions reasonably required documents pursuant to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 1401, to assure and confirm to the Indenture Trustee Notes Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Company shall, and therein expressedshall cause the Subsidiaries of the Company to, take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Notes Collateral Agent for the benefit of the Noteholder Secured Parties. The Company shall, and shall cause the Subsidiaries of the Company to, and each Subsidiary shall, make all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) or recordings and take all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Company and its Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected first priority security interest subject only to Permitted Liens.

Collateral and Security Documents. (a) The due and punctual payment of the principal of, premium of and interest (including additional interest, if any) on the Notes when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest (including additional interest, if any) on the Notes and performance of all other Guaranteed Obligations of the Company and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Notes Collateral Agent under this Indenture, the Notes Notes, the Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Guaranteed Obligations, subject to the terms of the Intercreditor Agreement. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee or the Notes Collateral Agent, as the case may be, holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) 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 respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Notes Collateral Agent and, as applicable, the Trustee to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take ; provided, however, that if any and all actions reasonably required to cause of the provisions of the Security Documents to create and maintain at all timeslimit, as security for qualify or conflict with the Secured Obligations duties imposed by the provisions of the Issuer hereunderTIA, a valid and enforceable perfected Lien on the TIA shall control. The Company shall deliver to the Trustee (if it is not itself then the Notes Collateral Agent) copies of all of documents delivered to the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under Notes Collateral Agent pursuant to the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 11.01, to assure and confirm to the Indenture Trustee and the Notes Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Company shall take, and therein expressedshall cause Holdings and the Subsidiaries of the Company to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations of the Company and the Guarantors hereunder, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Notes Collateral Agent for the benefit of the Trustee, the Holders and the other Secured Parties under the Security Documents.

Collateral and Security Documents. (a) The due Company will, and punctual payment will cause each of its Subsidiaries to, on each Satisfaction Date that occurs after the Issue Date, cause all of their respective Properties (other than inventory, accounts receivable and related intangibles, documents and proceeds thereof, the Baltimore Property and the Xxxxxxxx Property) which were subject to a Lien securing the obligations of the principal ofCompany and its Subsidiaries under the First Mortgage Notes, premium the First Mortgage Notes Indenture and/or the Revolving Credit Facility (but, in the case of the Revolving Credit Facility, the Company shall only be required to comply with the requirements of this Section 11.1 and interest on the Notes when related provisions herein only to the extent the Company, through the utilization of reasonable efforts, is able to cause the Capital Stock of Subsidiaries, Intellectual Property of the Company and the intangibles, documents and proceeds that do not relate to inventory and accounts receivable to be free and clear of the Lien of the Bank Security Agreement), as the same shall case may be, to be due released from any and payableall such Liens in a manner satisfactory to the Collateral Agent. On each such Satisfaction Date, whether on a Payment Datethe Company will, and will cause each Guarantor to, at the Maturity DateCompany's sole cost and expense, or by acceleration(i) execute, repurchase, redemption or otherwise, acknowledge and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee under this Indenture, the Notes and the other Security Documents, deliver any and all other amounts Security Documents necessary or appropriate in respect the reasonable opinion of the Secured Obligations according Collateral Agent to the terms hereunder or thereunder, shall be secured by a security interest create in favor of the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust Agent for the benefit of the HoldersSecured Parties a valid, perfected first priority Lien on such Properties (subject only to Prior Liens), (ii) take any and all action and deliver any and all documentation reasonably required with request to the applicable Collateral on such Satisfaction Date pursuant to Section 11.2 and (iii) register, file or record, in the terms of the Security Documents. Each Holderappropriate governmental office, by accepting a Noteany documents or instruments in addition to, consents and agrees (subject supplemental to Section 4.11) to the terms or confirmatory of the Security Documents (including or otherwise deemed by the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect Collateral Agent necessary or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject to the provisions of this Indenture, to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents desirable to create and maintain at all timesa valid, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected per- fected Lien (subject only to Prior Liens) on all of the Collateral, such Properties in favor of the Indenture Trustee Collateral Agent (for the benefit of the Holders under the Security DocumentsSecured Parties). The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third PersonsCompany will, and subject to no other Lienswill cause each Guarantor to, in each case, except as expressly permitted herein or therein. The Issuer shall do deliver or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm delivered to the Indenture Trustee the security interests Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance satisfactory to the Collateral contemplated hereby and Agent as it shall reasonably deem necessary to perfect or maintain the Liens on the Collateral covered by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressed.

Collateral and Security Documents. The due and punctual payment of the principal of, of and premium and interest on the Notes and Guarantees when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and Guarantees and performance of all other Obligations of the Issuer and the Guarantors to the Holders or the Indenture Trustee Noteholder Secured Parties under this Indenture, the Notes, the Guarantees, the ABL-Notes Intercreditor Agreement, the Pari Passu Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations, subject to the terms of the ABL-Notes Intercreditor Agreement and the Pari Passu Intercreditor Agreement. The Trustee, the Issuer and the Guarantors hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders, Noteholder Secured Parties pursuant to the terms of the Security Documents, the ABL-Notes Intercreditor Agreement and the Pari Passu Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) ), the ABL-Notes Intercreditor Agreement and the Pari Passu Intercreditor Agreement as the same each may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, the ABL-Notes Intercreditor Agreement and the Pari Passu Intercreditor Agreement, and authorizes and directs the Indenture Trustee Notes Collateral Agent to enter into the Security Documents andDocuments, subject to the provisions of this Indenture, ABL-Notes Intercreditor Agreement and the Pari Passu Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and deliver to the Notes Collateral Agent copies of all actions reasonably documents required to cause the Security Documents be filed pursuant to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 11.01, to assure and confirm to the Indenture Trustee Notes Collateral Agent the first-priority security interests interest in the Notes Collateral and the second-priority lien in the ABL Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes and the Guarantees secured herebythereby, according to the intent and purpose purposes herein expressed. The Issuer shall, and therein expressedshall cause its Subsidiaries to, take any and all actions and make all filings, registrations and recordations (including the filing of UCC financing statements, continuation statements and amendments thereto) in all such jurisdictions reasonably required to cause the Security Documents to create, perfect and maintain, as security for the Obligations of the Issuer and the Guarantors to the Noteholder Secured Parties under this Indenture, the Notes, the Guarantees and the Security Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the ABL-Notes Intercreditor Agreement, the Pari Passu Intercreditor Agreement and the Security Documents), in favor of the Notes Collateral Agent for the benefit of the Noteholder Secured Parties subject to no Liens other than Liens permitted under this Indenture and with the priority set forth in the ABL-Notes Intercreditor Agreement. For the avoidance of doubt, the Trustee and Notes Collateral Agent shall not have a Lien on the Excluded Assets.

Collateral and Security Documents. (a) The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Notes Collateral Agent under this Indenture, the Notes Notes, the Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligationsobligations, subject to the terms of the Intercreditor Agreement. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Notes Collateral Agent holds the Collateral in trust for the benefit of the HoldersNoteholder Secured Parties, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) 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 respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Trustee Notes Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take ; provided, however, that if any and all actions reasonably required to cause of the provisions of the Security Documents to create and maintain at all timeslimit, as security for qualify or conflict with the Secured Obligations duties imposed by the provisions of the Issuer hereunderTIA, a valid and enforceable perfected Lien on the TIA shall control. The Company shall deliver to the Notes Collateral Agent copies of all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under documents pursuant to the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 1401, to assure and confirm to the Indenture Trustee Notes Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Company shall, and therein expressedshall cause the Subsidiaries of the Company to, use its commercially reasonable efforts to take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Notes Collateral Agent for the benefit of the Noteholder Secured Parties. The Company shall, and shall cause the Subsidiaries of the Company to, and each Subsidiary shall, make all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) and take all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Company and its Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest with the priority set forth in the Intercreditor Agreement and subject only to Permitted Liens.

Collateral and Security Documents. The due From and after the Grant Date, the punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payabledue, whether on a Payment Dateat Stated Maturity, at the Maturity Date, or by acceleration, repurchase, redemption acceleration or otherwise, of all monetary obligations of the Company and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee any Subsidiary Guarantor under this Indenture, the Notes and the other Note Security Documents, and all other amounts in respect whether for principal of or premium, if any, or interest on the Secured Obligations according to the terms hereunder Notes, fees, expenses, indemnification or thereunderotherwise, shall be secured by a security interest in the Collateral as provided in the Note Security Documents, which define the terms of the Liens that secure the Secured Obligations, subject to the terms of any applicable Intercreditor Agreement. The Issuer Trustee and the 148 Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Note Collateral Agent holds the Collateral in trust for the benefit of the HoldersSecured Parties, in each case pursuant and subject to the terms of the Note Security DocumentsDocuments and any applicable Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Note Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) ), this Indenture and any applicable Intercreditor Agreement (including the subordination of Liens on the Collateral provided for in the Base Intercreditor Agreement), in each case as the same may be in effect or may be amended amended, supplemented, waived or otherwise modified from time to time in accordance with their respective terms and this Indentureterms, and authorizes and directs the Indenture Trustee Note Collateral Agent to enter into the Note Security Documents and, subject to the provisions of this Indenture, and any applicable Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any Pursuant and all actions reasonably required subject to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations terms of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Note Security Documents and (B) take any applicable Intercreditor Agreement, from and all commercially reasonable actions (including without limitation after the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this IndentureGrant Date, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior Company shall deliver to the rights Note Collateral Agent copies of all third Persons, documents and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 1501, to reasonably assure and confirm to the Indenture Trustee Note Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Note Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. From and after the Grant Date, the Company shall, and shall cause each of the Subsidiary Guarantors to, use commercially reasonable efforts to take any and all actions reasonably required to cause the Note Security Documents to create and maintain, as security for the Secured Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral in favor of the Note Collateral Agent for the benefit of the Secured Parties, as and to the extent contemplated by the Note Security Documents and subject to the terms of any applicable Intercreditor Agreement, including making all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) or recordings and taking all other similar actions as are reasonably necessary or required by the Note Security Documents or that the Note Collateral Agent may reasonably request (to the extent required under the Note Security Documents) in order to maintain and perfect (at the sole cost and expense of the Company and the Subsidiary Guarantors) the security interest and liens created by the Note Security Documents in the Collateral as a perfected security interest, in each case other than with respect to any Collateral the lien or security interest in or on which is not required to be maintained or perfected under the Note Security Documents, and subject to Liens permitted under this Indenture, including Permitted Liens and other Liens permitted by Section 413. For the avoidance of doubt, if any Subsidiary Guarantor shall not so maintain the security interest and liens created by the Note Security Documents as a perfected security interest as described therein (in the case of the Collateral Agreement, as described in Section 4.2.2, 4.3.4 or 4.3.5 thereof, as applicable) notwithstanding its use of commercially reasonable efforts, such failure shall not (by reason of the use of commercially reasonable efforts) be deemed to be in accordance with the terms of this Indenture or any of the Note Security Documents for purpose herein of clause (i) of the first parenthetical in Section 601(xii). The Company and therein expressedthe Subsidiary Guarantors shall continue to have the right to possess and control their property and assets 149 constituting Collateral and exercise all rights with respect thereto, subject to the terms of the Note Security Documents. Notwithstanding the foregoing, if the Company and the Subsidiary Guarantors are unable to complete on or prior to the Grant Date all filings, recordings and other similar actions required in connection with the perfection of such liens and security interests, the Company and the Subsidiary Guarantors shall use their commercially reasonable efforts to complete such actions as soon as reasonably practicable (but no later than 180 days (or, 270 days in the case of assets represented by certificates of title)) after the Grant Date (as such period may be extended, or completion waived, by the ABL Agent (or, if no ABL Obligations are then outstanding, the agent or representative of any holders of any other Senior Priority Obligations) in its sole discretion to the extent such extension or waiver applies with respect to the ABL Obligations (or such Senior Priority Obligations, if applicable)); provided that if any property and other assets securing any Senior Priority Obligations remains unperfected at such time, perfection of such property and other assets under the Note Security Documents will only be required, if and to the extent that such assets and other property securing the Senior Priority Obligations becomes perfected substantially concurrently therewith. Notwithstanding the foregoing, the Company and the Subsidiary Guarantors will not be required to (x) take any action in any jurisdiction other than the United States of America, or required by the laws of any such jurisdiction, in order to create any security interests (or other Liens) in assets located or titled outside of the United States of America or to perfect any security interests (or other Liens) in any Collateral, (y) deliver control agreements with respect to, or confer perfection by “control” over, any deposit accounts, bank or securities account or other Collateral, except, in the case of Collateral that constitutes Capital Stock or intercompany notes in certificated form, delivering such Capital Stock or intercompany notes (in the case of intercompany notes, limited to any such note with a principal amount in excess of $3.0 million) to the Note Collateral Agent (or another Person as required under the Intercreditor Agreements) or (z) deliver landlord lien waivers, estoppels or collateral access letters. The Collateral shall not at any time include any Excluded Assets or any assets or property that are not also required to be subject to a Lien securing the obligations under the ABL Credit Agreement (as on effect on the Grant Date).

Collateral and Security Documents. (a) The due and punctual payment obligations of the principal ofIssuer and any Guarantors under the Notes, premium and interest on the Notes when and as the same shall be due and payableGuarantee, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwiseif any, and interest on this Indenture will benefit from the overdue principal of, premium Collateral and interest on property and assets that thereafter secure the Notes to the Holders or the Indenture Trustee obligations under this Indenture, the Notes and or any Guarantee of the other Notes pursuant to any Security Documents (including pursuant to Section 4.08). The Issuer will deliver to the Collateral Trustee or the Trustee, as applicable, copies of all documents delivered to the Collateral Trustee or the Trustee, as applicable, pursuant to the Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security DocumentsProviders, which define KP Parent and the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the Holders, pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) 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 respective terms and this Indenturewill, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject to the provisions of this Indenture, to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunderwill cause each of its Restricted Subsidiaries to, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessarynecessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Indenture Trustee the security interests in that the Collateral Trustee or the Trustee, as applicable, holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured herebythereby, according to the intent and purpose purposes herein and therein expressed. Neither the Trustee nor the Collateral Trustee nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any property securing the Notes, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Security Documents or any delay in doing so.

Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other Obligations of the Company and the Guarantors to the Holders or the Indenture Trustee Secured Parties under this Indenture, the Notes Notes, the Note Guarantees, the Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations, subject to the terms of the Intercreditor Agreement. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders, Secured Parties pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) 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 respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Trustee Notes Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take ; provided, however, that if any and all actions reasonably required to cause of the provisions of the Security Documents to create and maintain at all timeslimit, as security for qualify or conflict with the Secured Obligations duties imposed by the provisions of the Issuer hereunderTIA, a valid and enforceable perfected Lien on the TIA shall control. The Company shall deliver to the Notes Collateral Agent copies of all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under documents required to be filed pursuant to the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 11.01, to assure and confirm to the Indenture Trustee Notes Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Company shall, and therein expressedshall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) reasonably required to cause the Security Documents to create and maintain, as security for the Obligations of the Company and the Guarantors to the Secured Parties under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreement and the Security Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents), in favor of the Notes Collateral Agent for the benefit of the Secured Parties subject to no Liens other than Permitted Collateral Liens.

Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes Securities when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes Securities and performance of all other obligations of the Company and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Noteholder Collateral Agent under this Indenture, the Notes Securities, the Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligationsobligations, subject to the terms of the Intercreditor Agreement. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Noteholder Collateral Agent holds the Collateral in trust for the benefit of the HoldersNoteholder Collateral Agent, the Trustee and the Securityholder, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a NoteSecurity, consents and agrees (subject to Section 4.11) 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 respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Trustee Noteholder Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer Company shall deliver to the Noteholder Collateral Agent copies of all documents pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 10.01, to assure and confirm to the Noteholder 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 Securities secured hereby, according to the intent and purposes herein expressed. The Company shall, and shall cause the Subsidiaries of the Company to, use its commercially reasonable efforts to take any and all actions reasonably required to cause the Security Documents to create and maintain at all timesmaintain, as security for the Secured Obligations of the Issuer hereunderObligations, a valid and enforceable perfected Lien and security interest in and on all of the CollateralCollateral (subject to the terms of the Intercreditor Agreement), in favor of the Indenture Trustee Noteholder Collateral Agent for the benefit of the Holders under Noteholder Collateral Agent, the Security Documents. The Issuer hereby covenant (A) to perform Trustee and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressedParties.

Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest and premium on the Notes and Guarantees when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and Guarantees and performance of all other Obligations of the Parent Guarantor and the Issuer to the Holders or the Indenture Trustee under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Trustee, the Parent Guarantor and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust for the benefit of the Holders, Noteholder Secured Parties pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) 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 each may be amended from time to time in accordance with their respective terms and this Indenture, authorizes and directs the Collateral Agent to enter into the Security Documents, and authorizes and directs the Indenture Collateral Agent and the Trustee to enter into the Security Documents and, subject to the provisions of this Indenture, to perform its their respective obligations and exercise its their respective rights thereunder in accordance herewith and therewith. The Issuer shall take any and deliver to the Collateral Agent copies of all actions reasonably documents required to cause the Security Documents be filed pursuant to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 11.01, to assure and confirm to the Indenture Trustee Collateral Agent the first-priority security interests interest in the Collateral contemplated hereby and Collateral, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Parent Guarantor and therein expressedthe Issuer shall take any and all actions and make all filings, registrations and recordations (including the filing of UCC financing statements, continuation statements and amendments thereto) in all such jurisdictions reasonably required to cause the Security Documents to create, perfect and maintain, as security for the Obligations of the Parent Guarantor and the Issuer to the Noteholder Secured Parties under this Indenture, the Notes, the Guarantees and the Security Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral, in favor of the Collateral Agent for the benefit of the Noteholder Secured Parties subject to no Liens other than Liens permitted under this Indenture.

Collateral and Security Documents. The (a) On and after the Combinations Date, the due and punctual payment of the principal of, premium of and interest (including additional interest, if any) on the Notes when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest (including additional interest, if any) on the Notes and performance of all other Guaranteed Obligations of the Issuers and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Guaranteed Obligations, subject to the terms of the Intercreditor Agreement. The Issuer Trustee and the Issuers hereby acknowledges acknowledge and agrees agree that the Indenture Trustee or the Collateral Agent, as the case may be, holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, foreclosure and 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 respective terms and this Indenture, and authorizes and directs the Indenture Trustee Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take ; provided, however, that if any and all actions reasonably required to cause of the provisions of the Security Documents to create and maintain at all timeslimit, as security for qualify or conflict with the Secured Obligations duties imposed by the provisions of the Issuer hereunderTIA, a valid and enforceable perfected Lien on the TIA shall control. The Issuers shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all of documents delivered to the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under Collateral Agent pursuant to the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 11.01, to assure and confirm to the Indenture Trustee and the Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. Holdings shall take, and therein expressedshall cause its Subsidiaries to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations of the Issuers and the Guarantors hereunder, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Collateral Agent for the benefit of the Trustee and the Holders, second in priority to any and all security interests at any time granted in the Collateral to secure the First-Priority Lien Obligations. Notwithstanding the foregoing, the Intercreditor Agreement and the Security Documents may be amended from time to time to add other parties holding Other Second-Lien Obligations and other First-Priority Lien Obligations permitted to be incurred under Sections 4.03 and 4.12.

Collateral and Security Documents. (a) The due and punctual payment of the principal of, premium and interest on the Notes Securities when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes Securities and performance of all other Security Obligations of the Company and the Guarantors to the Holders Securityholders, the Trustee or the Indenture Trustee Notes Collateral Agent under this Indenture, the Notes Securities and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be are secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Security Obligations, subject to the terms of the Intercreditor Agreement. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee or the Notes Collateral Agent, as the case may be, holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents. Each Holder, by accepting a NoteSecurity, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective its terms and this Indenture, and authorizes and directs the Indenture Trustee Notes Collateral Agent to enter into the Security Documents and, subject to the provisions of this Indenture, and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith, subject to the terms of the Intercreditor Agreement. The Issuer Company shall take deliver to the Trustee (if it is not itself then the Notes Collateral Agent) copies of all documents delivered to the Notes Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the next sentence of this Section 11.01, to assure and confirm to the Trustee and the Notes 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 Securities secured hereby, according to the intent and purposes herein expressed. The Company shall take, and shall cause its Subsidiaries to take, any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Security Obligations contained in this Indenture, of the Notes Company and the other Security DocumentsSubsidiary Guarantors, a valid and enforceable, enforceable perfected first-priority Lien and security interest (except as expressly provided herein or thereinsubject to Permitted Liens) security interests in and on all the Notes Collateral, in favor of the Indenture Trustee, superior to and prior to Notes Collateral Agent for the rights benefit of all third Personsthe Holders, and a valid and enforceable perfected second-priority Lien and security interest (subject to no other Permitted Liens) in and on all the Bank Collateral, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and favor of the Notes secured herebyCollateral Agent for the benefit of the Holders, according second in priority to any and all security interests at any time granted in the intent and purpose herein and therein expressedBank Collateral to secure the Lenders Debt.

Collateral and Security Documents. The (a) On and after the Issue Date, the due and punctual payment of the principal of, premium of and interest (including additional interest, if any) on the Notes when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest (including additional interest, if any) on the Notes and performance of all other Notes Obligations of the Issuer and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee First Lien Collateral Agent under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure such obligations, subject to the Secured Obligationsterms of the First Lien Intercreditor Agreement and the Junior Priority Intercreditor Agreements. The Trustee and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee First Lien Collateral Agent holds the Collateral in trust for the benefit of the Trustee and the Holders, pursuant to the terms of the Security Documents, the First Lien Intercreditor Agreement and the Junior Priority Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture First Lien Collateral Agent and, as applicable, the Trustee to enter into the Security Documents andDocuments, subject to the provisions of this Indenture, First Lien Intercreditor Agreement and the Junior Priority Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take ; provided, however, that if any and all actions reasonably required to cause of the provisions of the Security Documents to create and maintain at all timeslimit, as security for qualify or conflict with the Secured Obligations duties imposed by the provisions of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this IndentureTIA, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or thereinTIA shall control. The Issuer shall do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 11.01, to assure and confirm to the Indenture Trustee First Lien Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. Holdings shall take, and therein expressed.shall cause its Subsidiaries to take, any and all actions reasonably required to cause the Security Documents to

Collateral and Security Documents. (a) The due and punctual payment of the principal of, premium of and interest (including additional interest, if any) on the Notes when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest (including additional interest, if any) on the Notes and performance of all other Guaranteed Obligations of the Company and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Notes Collateral Agent under this Indenture, the Notes Notes, the Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Guaranteed Obligations, subject to the terms of the Intercreditor Agreement. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee or the Notes Collateral Agent, as the case may be, holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) 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 respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Notes Collateral Agent and, as applicable, the Trustee to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take ; provided, however, that, except as specifically provided in this Indenture or the Security Documents, if any and all actions reasonably required to cause of the provisions of the Security Documents to create and maintain at all timeslimit, as security for qualify or conflict with the Secured Obligations duties imposed by the provisions of the Issuer hereunderTIA, a valid and enforceable perfected Lien on the TIA shall control. The Company shall deliver to the Trustee (if it is not itself then the Notes Collateral Agent) copies of all of documents delivered to the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under Notes Collateral Agent pursuant to the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 11.01, to assure and confirm to the Indenture Trustee and the Notes Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. Subject to the terms of and therein expressedsolely to the extent set forth in this Indenture and the applicable Security Documents, the Company shall take, and shall cause Holdings and the Subsidiaries of the Company to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations of the Company and the Guarantors hereunder, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Notes Collateral Agent for the benefit of the Trustee, the Holders and the other Secured Parties under the Security Documents.