Common use of Collateral Documents Clause in Contracts

Collateral Documents. (a) 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 an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations of the Company and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each as may be in effect or may be amended from time to time in accordance with its terms and this Indenture, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 18.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents.

Collateral Documents. (a) The due and punctual payment of the principal of, premium and interest (including Additional Amounts, if any) on the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations Obligations of the Company Issuers and the Note Guarantors to the Holders, Holders or the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreements Agreement and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes the Obligations, subject to the terms of the First Priority Intercreditor AgreementsAgreement. The Trustee, the Company Trustee and the Note Guarantors Issuers hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, Holders and the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the First Priority Intercreditor AgreementsAgreement. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each Agreements as the same may be in effect or may be amended from time to time in accordance with its their terms and this IndentureIndenture and the Intercreditor Agreements, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company Issuers shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 18.0112.1, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company and the Note Guarantors The Issuer shall, at their sole expenseand shall cause the Subsidiaries of the Issuer to, execute take any and all further documents, financing statements actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect thereto (or continue analogous procedures under the perfection ofapplicable laws in the relevant Covered Jurisdiction)) the validity and priority of the Liens and security interests created or intended required to be created by cause the Collateral Documents in to create and maintain, as security for the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect Obligations of the Issuers and the Guarantors to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created Notes Secured Parties under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date)this Indenture, the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and Notes, the judgment of Note Guarantees, the Credit First Priority Intercreditor Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood , a valid and agreed that prior enforceable perfected Lien and security interest in and on all of the Collateral (subject to the discharge terms of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture Intercreditor Agreements and the Collateral Documents), in favor of the Collateral Agent for the benefit of the Holders and the Trustee subject to no Liens other than Permitted Liens.

Collateral Documents. (a) The due and punctual payment of the principal of, premium and interest (including Additional Amounts, if any) on the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations Obligations of the Company and the Note Guarantors to the Holders, Holders or the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes the Obligations, subject to the terms of the First Lien Intercreditor AgreementsAgreement. The Trustee, Trustee and the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds Agents hold the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, Holders and the Trustee and the Notes Collateral Agent and pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor AgreementsAgreement. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreements, each Agreement as the same may be in effect or may be amended from time to time in accordance with its their terms and this IndentureIndenture and the First Lien Intercreditor Agreement, and authorizes and directs the each Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior First Lien Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. In Subject to the event of conflict between an Intercreditor Agreement, any of the other Applicable Collateral Documents and this IndentureLimitations, the applicable Intercreditor Agreement shall control. The Company shall deliver to the each Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral DocumentsDocuments to which such Notes Collateral Agent is a party, 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 18.0112.1, to assure and confirm provide to the Notes Collateral Agent Agents the security interest in the Collateral contemplated hereby, hereby and/or by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On Subject to the Applicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or following PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral Agents for the benefit of the Holders and the Trustee subject to no Liens other than Permitted Liens. (b) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date and (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Pari Passu Intercreditor AgreementIssue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall, at shall use their sole expense, execute any and all further documents, financing statements commercially reasonable efforts to enter into Collateral Documents to create such Liens (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created Documents governed by the Collateral Documents in the Collateral; provided laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required were pledged to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees are not capable of being pledged to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the a Notes Collateral Agent shall be deemed at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent Issue Date perfected, subject to any limitations set forth in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to , including the discharge of the ABL ObligationsApplicable Collateral Limitations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, within 120 days after the Issue Date). (c) Notwithstanding any provision hereof to the contrary, the Notes provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Agent Limitations and neither the Company nor any Note Guarantor shall be deemed required pursuant to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and or any Collateral Document to take any action limited by the Applicable Collateral DocumentsLimitations.

Collateral Documents. (a) The due and punctual payment of the principal of, premium and interest (including Additional Amounts, if any) on the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations Obligations of the Company Issuers and the Note Guarantors to the Holders, Holders or the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes the Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company Trustee and the Note Guarantors Issuers hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, Holders and the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each Agreements as the same may be in effect or may be amended from time to time in accordance with its their terms and this IndentureIndenture and the Intercreditor Agreements, and authorizes and directs the Collateral Agent and the Trustee to enter into (including by way of joinder or accession and by way of appointing the Existing Second Lien Notes Collateral Agent to enter into serve as representative of the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and Agent) the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company Issuers shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 18.0112.1, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company and the Note Guarantors The Issuer shall, at their sole expenseand shall cause the Subsidiaries of the Issuer to, execute take any and all further documents, financing statements actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect thereto (or continue analogous procedures under the perfection ofapplicable laws in the relevant Covered Jurisdiction)) the validity and priority of the Liens and security interests created or intended required to be created by cause the Collateral Documents in to create and maintain, as security for the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect Obligations of the Issuers and the Guarantors to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created Notes Secured Parties under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date)this Indenture, the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and Notes, the judgment of Note Guarantees, the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture Intercreditor Agreements and the Collateral Documents. It is understood , a valid and agreed that prior enforceable perfected Lien and security interest in and on all of the Collateral (subject to the discharge terms of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture Intercreditor Agreements and the Collateral Documents), in favor of the Collateral Agent for the benefit of the Holders and the Trustee subject to no Liens other than Permitted Liens. The Issuer shall, and shall cause the Subsidiaries of the Issuer to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to create and maintain, as security for the Obligations of the THI Notes Issuer under the Existing THI Notes and the THI Notes Guarantors and under the Existing THI Notes, a valid and enforceable perfected Lien and security interest in and on all of the Shared Collateral (subject to the terms of the applicable Intercreditor Agreement and any security agreements, hypothecs, intellectual property security agreements, mortgages, collateral assignments, security agreement supplements, pledge agreements, bonds or any similar agreements, guarantees and each of the other agreements, instruments or documents that creates or purports to create a Lien or guarantee in favor of the THI Notes Trustee for its benefit and the benefit of the holders of the Existing THI Notes, in all or any portion of the Shared Collateral).

Collateral Documents. (a) The due and punctual payment of inter alia the principal ofprincipal, premium interest and interest premium, if any, and any other amounts due on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other obligations Secured Obligations of the Company and the Note Guarantors to the Holders, Holders or the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be are secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, Trustee and the Company and the Note Guarantors hereby acknowledge and agree that the Trustee or the Notes Collateral Agent holds the Collateral in trust (orAgent, as the case may be, as direct representative) holds the Collateral in trust for the benefit of the Holders, (i) the Trustee and the Notes Collateral Agent and Holders, in each case pursuant to the terms of the Collateral Documents Documents, and (ii) if so required to give effect to any provisions of the Intercreditor Agreement, the Collateral Agent under the Credit Agreement and the Intercreditor Agreementsother Lender Parties thereto. Each Holder, by accepting a NoteNote (or a beneficial interest therein), consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) and as the Intercreditor Agreements, each as same may be in effect or may be amended from time to time in accordance with its terms and this Indenture, and authorizes and directs the Trustee and the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Trustee (if it is not then the Notes Collateral Agent Agent) copies of all documents required delivered to be filed the Notes Collateral Agent pursuant to the Collateral Documents, 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 18.0110.01, to assure and confirm to the Trustee and the Notes Collateral Agent the security interest in the Collateral contemplated hereby, hereby and by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following The Company shall take, and shall cause its Subsidiaries to take, any and all actions reasonably required to cause the Issue Date Collateral Documents to create and subject maintain (to the Pari Passu Intercreditor Agreementextent contemplated hereunder or thereunder), as security for the Secured Obligations of the Company and the Note Guarantors shallGuarantors, at their sole expensea valid and enforceable perfected Lien and security interest (subject to Permitted Senior Liens) in and on all the Collateral, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that in favor of the Trustee or the Notes Collateral Agent may reasonably request (for the benefit of the Holders; it being understood that neither the Trustee nor and Notes Collateral Agent shall have no duty with respect to such actions. (b) The Trustee hereby appoints the Notes Collateral Agent as its agent under the Collateral Documents, and the Notes Collateral Agent is under any obligation or duty hereby authorized to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority act on behalf of the Liens Trustee, with full authority and security interests created or intended to be created by powers of the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility ObligationsTrustee hereunder, no actions shall be required to be taken solely with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the its role as Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral DocumentsAgent.

Collateral Documents. (a) The due and punctual payment of the principal of, premium premium, if any, and interest (including Additional Amounts), if any, on the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium premium, if any, and interest interest, if any, on the Notes and performance of all other obligations Obligations of the Company and the Note Guarantors to the Holders, Holders or the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements Notes and the Collateral other Notes Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the First Priority Notes Obligations, subject to the terms of the Collateral Trust Agreement and any Intercreditor AgreementsAgreement. The Trustee, Trustee and the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent Trustee holds the Collateral in trust (orand, for the purposes of Swedish law, as the case may be, as direct representative) agent for the benefit of the Holdersof, among others, the Trustee Holders and the Notes Collateral Agent Trustee and pursuant to the terms of the Collateral Trust Agreement, the other Collateral Documents and the any Intercreditor AgreementsAgreement. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the Collateral Trust Agreement) (including the provisions providing for the possession, use, release and foreclosure of Collateral) Collateral and the Intercreditor Agreements, each creation of the Parallel Obligation) as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture, the Collateral Trust Agreement and any Intercreditor Agreement, and authorizes and directs the Notes Collateral Agent Trustee to enter into the Collateral Documents, the Pari Passu Documents and any Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent Trustee copies of all documents required to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 18.0112.01, to assure and confirm to the Notes Collateral Agent Trustee the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On The Company shall, and shall cause the Guarantors to, take any and all actions and make all filings (including the filing of UCC or following PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the Issue Date and subject to applicable laws in the Pari Passu Intercreditor relevant jurisdiction of the applicable Grantor, including in respect of a Jersey Security Agreement, to take any and all actions required to allow the Collateral Trustee to register financing statements in relation to each Jersey Security Agreement on the Jersey Security Interests Register and payment of associated fees)) required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Company and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required the First Priority Notes Secured Parties under applicable law, or that the Trustee or the Notes Documents, a valid and enforceable perfected (to the extent applicable in the relevant jurisdiction) Lien and security interest in and on all of the Collateral Agent may reasonably request (it being understood that neither subject to the Trustee nor terms of the Notes Collateral Agent is under Trust Agreement, any obligation or duty to make such requestIntercreditor Agreement and the other Collateral Documents), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority favor of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers Trustee for the creation and perfection of security interests inbenefit of, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date)among others, the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents Holders and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed Trustee subject to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or no Liens other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documentsthan Permitted Liens.

Collateral Documents. (a) The due and punctual payment of the principal of, premium interest and interest additional interest, if any, on and Additional Amounts with respect to the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium interest and interest additional interest, if any, on and Additional Amounts with respect to the Notes and performance of all other obligations Obligations of the Company and the Note Guarantors Restricted Subsidiaries to the Holders, Holders or the Trustee or the Notes Collateral Agent under this Indenture, Indenture and the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall are and will be secured as provided in the Collateral Documents, Documents which define the terms of the Liens Lien that secure secures the Obligations under this Indenture and the Notes Obligations, and provide that the Lien granted thereunder secures the Obligations under this Indenture and the Notes on a first-priority basis subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the Intercreditor AgreementsDocuments. Each Holder, by accepting its acceptance of a Note, consents and agrees to all of the terms of the Collateral Documents (including the provisions providing for the possession, use, exercise of remedies and release and foreclosure of Collateral) and as the Intercreditor Agreements, each as same may be in effect or may be amended from time to time in accordance with its terms and this Indentureterms, and authorizes and directs the Notes Collateral Agent Trustee to enter into the Intercreditor and Collateral Agency Agreement, to perform or cause to be performed obligations and exercise rights thereunder in accordance therewith, to bind the Holders as set forth therein and to appoint any other agent to act on behalf of the Trustee and Holders of Notes. Each Holder, by its acceptance of a Note, consents and agrees to the Collateral and Intercreditor Agent acting as its agent for purposes and under the terms of each of the Collateral Documents, and agrees to the terms thereof and permits the Collateral and Intercreditor Agent to appoint any other agent to act on behalf of the Collateral and Intercreditor Agent and the Holders of Notes. To the extent permitted by, and subject to the terms of, the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent Trustee copies of all documents required delivered from time to be filed time to the Collateral and Intercreditor Agent pursuant to the Intercreditor and Collateral DocumentsAgency 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 18.0111.1, to assure and confirm to the Notes Collateral Agent Trustee the security interest in Liens upon the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes Obligations secured hereby, according to the intent and purposes herein and therein expressed. On or following The Trustee, Company and the Issue Date Restricted Subsidiaries hereby acknowledge and agree that the Collateral and Intercreditor Agent holds the Collateral for the ratable benefit of, and as agent for, the Holders and the Trustee subject to the Pari Passu Intercreditor Agreement, the Company and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority terms of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents.

Collateral Documents. (a) The due and punctual payment of the principal of, premium interest and interest additional interest, if any, on and Additional Amounts with respect to the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium interest and interest additional interest, if any, on and Additional Amounts with respect to the Notes and performance of all other obligations Obligations of the Company and the Note Guarantors Restricted Subsidiaries to the Holders, Holders or the Trustee or the Notes Collateral Agent under this Indenture, Indenture and the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall are and will be secured as provided in the Collateral Documents, Documents which define the terms of the Liens Lien that secure secures the Obligations under this Indenture and the Notes Obligations, and provide that the Lien granted thereunder secures the Obligations under this Indenture and the Notes on a second-priority basis subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the Intercreditor AgreementsDocuments. Each Holder, by accepting its acceptance of a Note, consents and agrees to all of the terms of the Collateral Documents (including the provisions providing for the possession, use, exercise of remedies and release and foreclosure of Collateral) and as the Intercreditor Agreements, each as same may be in effect or may be amended from time to time in accordance with its terms and this Indentureterms, and authorizes and directs the Notes Collateral Agent Trustee to enter into the Intercreditor and Collateral Agency Agreement, to perform or cause to be performed obligations and exercise rights thereunder in accordance therewith, to bind the Holders as set forth therein and to appoint any other agent to act on behalf of the Trustee and Holders of Notes. Each Holder, by its acceptance of a Note, consents and agrees to the Collateral and Intercreditor Agent acting as its agent for purposes and under the terms of each of the Collateral Documents, and agrees to the terms thereof and permits the Collateral and Intercreditor Agent to appoint any other agent to act on behalf of the Collateral and Intercreditor Agent and the Holders of Notes. To the extent permitted by, and subject to the terms of, the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent Trustee copies of all documents required delivered from time to be filed time to the Collateral and Intercreditor Agent pursuant to the Intercreditor and Collateral DocumentsAgency 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 18.0113.1, to assure and confirm to the Notes Collateral Agent Trustee the security interest in Liens upon the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes Obligations secured hereby, according to the intent and purposes herein and therein expressed. On or following The Trustee, Company and the Issue Date Restricted Subsidiaries hereby acknowledge and agree that the Collateral and Intercreditor Agent holds the Collateral for the ratable benefit of, and as agent for, the Holders and the Trustee subject to the Pari Passu Intercreditor Agreement, the Company and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority terms of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents.

Collateral Documents. (a) The due and punctual payment Each Lender authorizes the Administrative Agent to enter into each of the principal ofCollateral Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Holder of Secured Obligations (other than the Administrative Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, premium it being understood and interest on agreed that such rights and remedies may be exercised solely by the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations of the Company and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Administrative Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the HoldersHolders of Secured Obligations upon the terms of the Collateral Documents. (b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Trustee Administrative Agent is hereby authorized to execute and deliver on behalf of the Notes Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Holders of Secured Obligations. (c) The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments and payment and satisfaction of all of the Obligations (other than contingent indemnity obligations and Rate Management Obligations) at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.16. (d) Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Collateral Documents Required Lenders or all of the Lenders, as applicable, and upon at least five Business Days’ prior written request by the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees Borrower to the terms of Administrative Agent, the Collateral Documents Administrative Agent shall (including and is hereby irrevocably authorized by the provisions providing for the possession, use, release and foreclosure of CollateralLenders to) and the Intercreditor Agreements, each execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Holders of Secured Obligations herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in effect or may be amended from time to time in accordance with its terms and this Indenturethe Administrative Agent’s opinion, and authorizes and directs would expose the Notes Collateral Administrative Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do liability or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 18.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under create any obligation or duty to make entail any consequence other than the release of such request)Liens without recourse or warranty, and (ii) such release shall not in order to grantany manner discharge, preserve, maintain, protect and perfect affect or impair the Secured Obligations or any Liens upon (or continue obligations of the perfection Borrower or any Subsidiary in respect of) all interests retained by the validity and priority Borrower or any Subsidiary, including (without limitation) the proceeds of the Liens and security interests created or intended sale, all of which shall continue to be created by the Collateral Documents in constitute part of the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents.

Collateral Documents. (a) The due and punctual payment of the principal of, premium and interest (including Additional Amounts, if any) on the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations Obligations of the Company Issuers and the Note Guarantors to the Holders, Holders or the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees, the Bank Intercreditor Agreements Agreement and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes the Obligations, subject to the terms of the Bank Intercreditor AgreementsAgreement. The Trustee, the Company Trustee and the Note Guarantors Issuers hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, Holders and the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the Bank Intercreditor AgreementsAgreement. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each Agreements as the same may be in effect or may be amended from time to time in accordance with its their terms and this IndentureIndenture and the Intercreditor Agreements, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company Issuers shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 18.0112.1, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company and the Note Guarantors The Issuer shall, at their sole expenseand shall cause the Subsidiaries of the Issuer to, execute take any and all further documents, financing statements actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect thereto (or continue analogous procedures under the perfection ofapplicable laws in the relevant Covered Jurisdiction)) the validity and priority of the Liens and security interests created or intended required to be created by cause the Collateral Documents in to create and maintain, as security for the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect Obligations of the Issuers and the Guarantors to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created Secured Parties under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date)this Indenture, the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and Notes, the judgment of Note Guarantees, the Credit Bank Intercreditor Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood , a valid and agreed that prior enforceable perfected Lien and security interest in and on all of the Collateral (subject to the discharge terms of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture Intercreditor Agreements and the Collateral Documents), in favor of the Collateral Agent for the benefit of the Holders and the Trustee subject to no Liens other than Permitted Liens. The Issuer shall, and shall cause the Subsidiaries of the Issuer to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to create and maintain, as security for the Obligations of the Existing Notes Issuer and the Existing Notes Guarantors under the Existing Notes and the Existing Notes Indenture, a valid and enforceable perfected Lien and security interest in and on all of the Shared Collateral (subject to the terms of the applicable Intercreditor Agreement and any security agreements, hypothecs, intellectual property security agreements, mortgages, collateral assignments, security agreement supplements, pledge agreements, bonds or any similar agreements, guarantees and each of the other agreements, instruments or documents that creates or purports to create a Lien or guarantee in favor of the Existing Notes Trustee for its benefit and the benefit of the holders of the Existing Notes, in all or any portion of the Shared Collateral).

Collateral Documents. (a) The due and punctual payment of the principal of, premium premium, if any, and interest on the Notes and Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and Guarantees and performance of all other obligations Obligations of the Company Issuers and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent Noteholder Secured Parties under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes the Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company Issuers and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and Noteholder Secured Parties pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, Agreements as each as may be in effect or may be amended from time to time in accordance with its their terms and this IndentureIndenture and the Intercreditor Agreements, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, Documents and the Intercreditor Agreements and authorizes and directs the Trustee to enter into the Pari Passu Intercreditor Agreement and authorizes and directs each of the ABL Intercreditor Agreement on Notes Collateral Agent and the Issue Date, Trustee to perform its respective obligations and exercise its respective rights under and in accordance with the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and Agreements to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall controlwhich it is a party. The Company Issuers and the Guarantors shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 18.0113.01, to assure and confirm to the Notes Collateral Agent the first-priority security interest in the Collateral contemplated herebyCollateral, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company The Issuers and the Note Guarantors shall, at their sole expenseand the Company shall cause its Subsidiaries to, execute take any and all further documentsactions and make all filings, financing statements registrations and recordations (including the filing of UCC financing statements, continuation statements and amendments thereto) required to financing statements)cause the Collateral Documents to create, agreements perfect and instrumentsmaintain, as security for the Obligations of the Issuers and take the Guarantors to the Noteholder Secured Parties under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, a valid and enforceable perfected Lien and security interest in and on all further action that may be required under applicable law, or that of the Trustee or Collateral (subject to the Notes terms of the Intercreditor Agreements and the Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such requestDocuments), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment favor of the Notes Collateral Agent in respect of such matters under this Indenture and for the Collateral Documents. It is understood and agreed that prior to the discharge benefit of the ABL Obligations, Noteholder Secured Parties subject to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or no Liens other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents.than Permitted

Collateral Documents. (a) The due Each Lender and punctual payment the Administrative Agent authorizes the Collateral Agent to enter into each of the principal ofCollateral Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Secured Parties (other than the Collateral Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, premium it being understood and interest on agreed that such rights and remedies may be exercised solely by the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations of the Company and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to Secured Parties upon the terms of the Collateral Documents and the Intercreditor Agreements. Each HolderAgreement. (b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, by accepting a Note, consents and agrees the Collateral Agent is hereby authorized (subject to the terms of the Intercreditor Agreement) to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral Documents (including in favor of the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each as may be in effect or may be amended from time to time in accordance with its terms and this Indenture, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any behalf of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver Secured Parties. (c) Subject to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 18.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and terms of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company Lenders and the Note Guarantors shallAdministrative Agent hereby authorize the Collateral Agent, at their sole expenseits option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Commitments and payment and satisfaction of all of the Obligations (other than contingent indemnity obligations, Banking Services Obligations and Rate Management Obligations) at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Collateral Agent at any time, the Lenders and the Administrative Agent will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section. (d) Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five Business Days’ prior written request by the Borrower to the Collateral Agent, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders and the Administrative Agent to), subject to the terms of the Intercreditor Agreement, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that such documents as may be required under applicable law, or that necessary to evidence the Trustee or release of the Notes Liens granted to the Collateral Agent may reasonably request for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (it being understood that neither i) the Trustee nor the Notes Collateral Agent is under shall not be required to execute any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to liability or create any obligation or duty to make entail any consequence other than the release of such request)Liens without recourse or warranty, and (ii) such release shall not in order to grantany manner discharge, preserve, maintain, protect and perfect affect or impair the Secured Obligations or any Liens upon (or continue obligations of the perfection Borrower or any Restricted Subsidiary in respect of) all interests retained by the validity and priority Borrower or any Restricted Subsidiary, including (without limitation) the proceeds of the Liens and security interests created or intended sale, all of which shall continue to be created by the Collateral Documents in constitute part of the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (be) It is understood Each Lender hereby directs, in accordance with the terms of this Agreement, the Agents: (i) to release any Guarantor from its obligations under the Guaranty Agreement and agreed that prior to any Collateral Document (including the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect release of any matters relating to the Lien granted by such Guarantor under any such Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including Document) in connection with assets acquired, (x) the designation of such Guarantor as an Unrestricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary” or Subsidiaries formed or acquired, after (y) the Issue Date), execution by any Subsidiary of Propel Acquisition LLC of an agreement evidencing Propel Indebtedness the Notes Collateral Agent shall be deemed to be satisfied with terms of which prohibit such deliveries and/or documents and the judgment Subsidiary from providing a guaranty of the Credit Agreement Collateral Agent Obligations or the granting of security in respect thereto and (ii) to execute and deliver or file or authorize the filing of such documents, statements and instruments and do such other things as are necessary to release such Guarantor from such obligations (and to release such Liens) pursuant to this clause (e) promptly upon the effectiveness of any such matters under release. Upon request by any Agent at any time, the Credit Agreement Lenders shall be deemed confirm in writing each Agent’s authority to be release the judgment applicable Guarantor pursuant to this clause (e). (f) No agreement shall amend, modify or otherwise affect the rights or duties of the Notes Collateral Agent in respect without the prior written consent of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral DocumentsAgent.

Collateral Documents. (a) 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 an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations of the Company and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and Each Purchaser hereby further authorizes the Collateral DocumentsAgent, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms on behalf of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the HoldersPurchasers, to enter into each Collateral Document as secured party and to be the agent for and representative of the Purchasers under the Guaranty Agreement, and each Purchaser agrees to be bound by the terms of each Collateral Document and the Guaranty Agreement. The Collateral Agent shall not (a) enter into or consent to any amendment, modification, termination or waiver of any provision contained in any Collateral Document, the Trustee and the Notes Guaranty Agreement or (b) release any Collateral Agent and (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior written consent of the Requisite Purchasers; provided, further, however, that, without further written consent or authorization from the Purchasers, the Collateral Agent may execute any documents or instruments necessary to release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which the Requisite Purchasers have otherwise consented in writing. Anything contained in any of the Note Documents to the contrary notwithstanding, the Note Parties, the Collateral Agent and each Purchaser hereby agree that (1) no Purchaser shall have any right individually to realize upon any of the Collateral under the Collateral Documents or to enforce the Guaranty Agreement, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Intercreditor Agreements. Each Holder, Guaranty Agreement may be exercised solely by accepting a Note, consents and agrees to the Collateral Agent for the benefit of the Purchasers in accordance with the terms thereof, and (2) in the event of a foreclosure by the Collateral Agent on any of the Collateral Documents (including pursuant to a public or private sale, the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each as Collateral Agent or any Purchaser may be in effect the purchaser of any or may be amended from time to time in accordance with its terms and this Indenture, and authorizes and directs the Notes all of such Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, at any such sale and the Collateral Documents Agent, as agent for and representative of the Permitted Junior Intercreditor AgreementPurchasers (but not any Purchaser or the Purchasers in its or their respective individual capacities unless the Requisite Purchasers shall otherwise agree in writing) shall be entitled, if any, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any time after the Issue Datesuch public sale, if applicable, to use and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, apply any of the other Note Obligations as a credit on account of the purchase price for any Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 18.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, payable by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company and the Note Guarantors shall, Agent at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documentssale. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents.

Collateral Documents. (a) 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 an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations Secured Notes Obligations of the Company and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Secured Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, Trustee and the Company and the Note Guarantors hereby acknowledge and agree that the Notes Credit Agreement Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holdersitself, the Trustee Holders and the Notes Collateral Agent Trustee and pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each Agreements as the same may be in effect or may be amended from time to time in accordance with its their terms and this IndentureIndenture and the Intercreditor Agreements, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 18.01SECTION 12.1, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following The Company shall, and shall cause the Issue Date Restricted Subsidiaries of the Company to, take any and subject all actions and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) required to cause the Pari Passu Intercreditor AgreementCollateral Documents to create and maintain, as security for the Secured Notes Obligations of the Company and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created Secured Notes Secured Parties under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date)this Indenture, the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and Notes, the judgment of Note Guarantees, the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture Intercreditor Agreements and the Collateral Documents. It is understood , a valid and agreed that prior enforceable perfected Lien and security interest in and on all of the Collateral (subject to the discharge terms of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture Intercreditor Agreements and the Collateral Documents), in favor of the Collateral Agent for the benefit of itself, the Holders, the Trustee and the Collateral Agent subject to no Liens other than Permitted Liens, and to otherwise comply with the requirements of the Collateral Requirement.

Collateral Documents. (a) The due and punctual payment Each Lender authorizes the Administrative Agent to enter into each of the principal ofCollateral Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Holder of Secured Obligations (other than the Administrative Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, premium it being understood and interest on agreed that such rights and remedies may be exercised solely by the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations of the Company and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Administrative Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the HoldersHolders of Secured Obligations upon the terms of the Collateral Documents. (b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Trustee Administrative Agent is hereby authorized to execute and deliver on behalf of the Notes Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Holders of Secured Obligations. (c) The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments and payment and satisfaction of all of the Obligations (other than contingent indemnity obligations and Rate Management Obligations) at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this Section 10.16. (d) Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Collateral Documents Required Lenders or all of the Lenders, as applicable, and upon at least five Business Days' prior written request by the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees Borrower to the terms of Administrative Agent, the Collateral Documents Administrative Agent shall (including and is hereby irrevocably authorized by the provisions providing for the possession, use, release and foreclosure of CollateralLenders to) and the Intercreditor Agreements, each execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Holders of Secured Obligations herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in effect or may be amended from time to time in accordance with its terms and this Indenturethe Administrative Agent's opinion, and authorizes and directs would expose the Notes Collateral Administrative Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do liability or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 18.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under create any obligation or duty to make entail any consequence other than the release of such request)Liens without recourse or warranty, and (ii) such release shall not in order to grantany manner discharge, preserve, maintain, protect and perfect affect or impair the Secured Obligations or any Liens upon (or continue obligations of the perfection Borrower or any Subsidiary in respect of) all interests retained by the validity and priority Borrower or any Subsidiary, including (without limitation) the proceeds of the Liens and security interests created or intended sale, all of which shall continue to be created by the Collateral Documents in constitute part of the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents.

Collateral Documents. (a) The due and punctual payment of the principal ofPrincipal of and Interest, premium and interest if any, on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, Late Charges (to the extent permitted by law), if any, and interest on the overdue principal of, premium and interest any other amounts due on the Notes and performance of all other obligations of the Company to the Holders of Notes or the Trustee under this Indenture and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided herein and in the Collateral Documents, which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. Each HolderHolder of Notes, by accepting a Noteits acceptance thereof, consents and agrees to the terms of the Collateral Documents (including including, without limitation, the provisions providing for the possession, use, foreclosure and release and foreclosure of Pledged Collateral) and as the Intercreditor Agreements, each as same may be in effect or may be amended from time to time in accordance with its terms and this Indenture, and authorizes and directs each of the Notes Collateral Agent and the Trustee, as the case may be, to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent Trustee copies of all documents required to be filed pursuant delivered to the Collateral DocumentsAgent pursuant to any Collateral Document, and will shall do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the next sentence provisions of this Section 18.01any Collateral Document, to assure and confirm to the Notes Trustee and the Collateral Agent the security interest in the Pledged Collateral contemplated hereby, by the any Collateral Documents Document 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 Indenture, the Notes and the Note Guarantees secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the The Company and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable lawshall take, or that shall cause its Subsidiaries to take, upon request of the Trustee or the Notes Collateral Agent may Agent, any and all actions reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty required to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by cause the Collateral Documents to create and maintain, as security for the Obligations of the Company hereunder, a valid and enforceable perfected first priority Lien in and on all the Pledged Collateral; provided that , in favor of the Collateral Agent and the Trustee, as the case may be, for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect the benefit of the Holders of Notes and other Indebtedness subject to the perfection of the security interests in the Collateral Pledge Agreement superior to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge rights of all third Persons and subject to no other Liens other than Permitted Liens. The Company and the Credit Facility ObligationsGuarantors shall pledge as additional Collateral all After-Acquired Property, subject to Permitted Liens. The Company and the extent Guarantors shall also use all commercially reasonable efforts to ensure that the Credit Agreement Collateral Agent is satisfied with any material contract or agrees to any deliveries or documents required to be provided in respect of any matters agreement relating to the Collateral After-Acquired Property will not contain provisions that would impair or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for prevent the creation and perfection of a security interests in, interest therein or result in such contract or After-Acquired Property being excluded from the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral DocumentsCollateral.

Collateral Documents. (a) The due Each Lender hereby further authorizes Administrative Agent to enter into each Collateral Document as secured party on behalf of and punctual payment for the benefit of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations of the Company Lenders and the Note Guarantors other beneficiaries named therein and agrees to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define bound by the terms of each Collateral Document; provided that Administrative Agent shall not enter into or consent to any amendment, modification, termination or waiver of any provision contained in any Collateral Document without the Liens prior consent of the Requisite Lenders (or, if required pursuant to subsection 9.6, all Lenders); provided further, however, that, without further written consent or authorization from any Lender, Administrative Agent may execute any documents or instruments necessary to effect the release of any asset constituting Collateral from the Lien of the applicable Collateral Document in the event that secure Notes Obligationssuch asset is sold or otherwise disposed of in a transaction effected in accordance with subsection 6.7 or to the extent otherwise required by any Collateral Document or the Intercreditor Agreement. Anything contained in any of the Loan Documents to the contrary notwithstanding, each Lender agrees that no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document, it being understood and agreed that all rights and remedies under the Collateral Documents may be exercised solely by Administrative Agent for the benefit of Lenders and the other beneficiaries named therein in accordance with the terms thereof and subject to the terms of the Intercreditor AgreementsAgreement. The TrusteeEach Lender hereby further authorizes Administrative Agent to enter into such amendments to and amendments and restatements of and any other modifications to each Collateral Document, the Company Intercreditor Agreement, any other applicable intercreditor agreement relating to any First Lien Credit Agreement or Permitted Indebtedness and the Note Guarantors hereby acknowledge any other documents and agree that the Notes Collateral Agent holds the Collateral in trust (or, instruments as the case may be, as direct representative) secured party on behalf of and for the benefit of the Holders, the Trustee Lenders and the Notes Collateral Agent and pursuant to other beneficiaries named therein, in each case as shall be necessary or advisable in connection with the terms of the Collateral Documents and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each as may be in effect or may be amended from time to time in accordance with its terms and this Indenture, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on incurrence of Permitted Indebtedness to effectuate the Issue Dateterms thereof and hereof, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent copies of all documents required each Lender hereby agrees to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required bound by the next sentence of this Section 18.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part terms thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents.

Collateral Documents. (a) The due and punctual payment of the principal of, premium premium, if any, and interest on the Notes and Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and the Note Guarantees and performance of all other obligations Notes Obligations of the Company Issuer and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent Noteholder Secured Parties under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company Issuer and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and Noteholder Secured Parties pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, Agreements as each as may be in effect or may be amended from time to time in accordance with its their terms and this IndentureIndenture and the Intercreditor Agreements, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, Documents and the Intercreditor Agreements and authorizes and directs the Trustee to enter into the Pari Passu Intercreditor Agreement and authorizes and directs each of the ABL Intercreditor Agreement on Notes Collateral Agent and the Issue Date, Trustee to perform its respective obligations and exercise its respective rights under and in accordance with the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and Agreements to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall controlwhich it is a party. The Company Issuer shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 18.0113.01, to assure and confirm to the Notes Collateral Agent the first-priority security interest in the Collateral contemplated herebyNotes Collateral, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company and the Note Guarantors The Issuer shall, at their sole expenseand shall cause its Subsidiaries to, execute take any and all further documentsactions and make all filings, financing statements registrations and recordations (including the filing of UCC financing statements, continuation statements and amendments thereto) required to financing statements)cause the Collateral Documents to create, agreements perfect and instrumentsmaintain, and take all further action that may be required under applicable law, or that the Trustee or as security for the Notes Obligations of the Issuer and the Guarantors to the Noteholder Secured Parties under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements and the Collateral Agent may reasonably request Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (it being understood that neither subject to the Trustee nor terms of the Notes Intercreditor Agreements and the Collateral Agent is under any obligation or duty to make such requestDocuments), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment favor of the Notes Collateral Agent in respect of such matters under this Indenture and for the Collateral Documents. It is understood and agreed that prior to the discharge benefit of the ABL Obligations, Noteholder Secured Parties subject to no Liens other than Permitted Liens and with the extent that priority set forth in the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect Intercreditor Agreements. For the avoidance of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date)doubt, the Trustee and Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and not have a Lien on the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral DocumentsExcluded Assets.

Collateral Documents. (a) The due and punctual payment of the principal of, premium on, if any, and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest on the Notes and performance of all other obligations Notes Obligations of the Company Issuer and the Note Guarantors to the Holders, Holders of the Notes or the Trustee or the Notes and/or Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents(as applicable), according to the terms hereunder or thereunderof this Indenture, the Notes and the Guarantees, shall be secured as provided in the Collateral Documents, which the Issuer and the Guarantors entered into on the Issue Date and which define the terms of the Liens that secure the Notes Obligations, subject to the terms of the First Lien Intercreditor AgreementsAgreement. The Trustee, the Company Issuer and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the First Lien Intercreditor AgreementsAgreement. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor AgreementsAgreement, each as may be in effect or may be amended from time to time in accordance with its their terms and the terms of this Indenture, and authorizes and directs the Notes Collateral Agent and/or the Trustee, as applicable, to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement Documents and the ABL First Lien Intercreditor Agreement on the Issue Date, and and, at any time after the Collateral Documents and the Permitted Junior Intercreditor AgreementIssue Date, if anyapplicable, any Junior Lien Intercreditor Agreement in respect of permitted Junior Lien Obligations, and any amendments, supplements, and/or joinders to the foregoing to which it is a party, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company Issuer shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will shall do or cause to be done all such acts and things as may be reasonably necessary, proper, or as may be required by the next sentence of this Section 18.01Collateral Documents, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu First Lien Intercreditor Agreement, the Company Issuer and the Note Guarantors shall, at their sole expense, shall execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, make all filings (including filings of financing statements under the UCC and continuation statements and amendments to such financing statements that may be necessary to continue the effectiveness of such financing statements), and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), law in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required subject to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documentsPermitted Liens. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents.

Collateral Documents. (a) 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 an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations Senior Secured Notes Obligations of the Company and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Senior Secured Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, Trustee and the Company and the Note Guarantors hereby acknowledge and agree that the Notes Credit Agreement Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holdersitself, the Trustee Holders and the Notes Collateral Agent Trustee and pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each Agreements as the same may be in effect or may be amended from time to time in accordance with its their terms and this IndentureIndenture and the Intercreditor Agreements, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 18.01SECTION 12.1, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following The Company shall, and shall cause the Issue Date Restricted Subsidiaries of the Company to, take any and subject all actions and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) required to cause the Pari Passu Intercreditor AgreementCollateral Documents to create and maintain, as security for the Senior Secured Notes Obligations of the Company and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created Senior Secured Notes Secured Parties under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date)this Indenture, the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and Notes, the judgment of Note Guarantees, the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture Intercreditor Agreements and the Collateral Documents. It is understood , a valid and agreed that prior enforceable perfected Lien and security interest in and on all of the Collateral (subject to the discharge terms of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture Intercreditor Agreements and the Collateral Documents), in favor of the Collateral Agent for the benefit of itself, the Holders, the Trustee and the Collateral Agent subject to no Liens other than Permitted Liens, and to otherwise comply with the requirements of the Collateral Requirement.

Collateral Documents. (a) The Prior to an Investment Grade Rating Event, the due and punctual payment of the Notes Obligations, including payment of the principal of, premium on, if any, and interest on on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest on the Notes and performance of all other obligations of the Company and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be are secured as provided in the Collateral Documents, Documents which define the terms Company and Guarantors have entered into simultaneously with the execution of this Indenture and will be secured by the Liens that secure Notes Obligations, subject to Collateral as provided in the terms of Collateral Documents hereafter delivered as required by this Indenture. On the Intercreditor Agreements. The TrusteeIssue Date, the Company and the Note Guarantors hereby acknowledge shall grant a security interest in all their assets constituting Collateral by executing the Security Agreement and agree such other Collateral Documents that the Notes Collateral Agent holds shall be necessary to provide a security interest in the Collateral to the extent required by this Indenture or the Collateral Documents. Notwithstanding the foregoing, in trust the event that any mortgage on Material Real Property described in clause (or, as the case may be, as direct representativei) for the benefit of the Holdersdefinition thereof is not delivered on the Issue Date, the Trustee Company and the Notes Collateral Guarantors may provide Mortgages within 120 days after the Issue Date (or such longer period consented to by the Credit Facility Agent in respect of the Credit Agreement Obligations), provided that such date will be automatically extended if the survey requirement may not be performed because of snow ground cover; provided that, with respect to a Material Real Property, the Issuer and pursuant the Guarantors shall only be required to comply with the Mortgage requirement in respect of such property if all of the lenders under the Credit Agreement have, to the terms of extent required under the Collateral Documents and Credit Agreement, provided written notice to the Intercreditor Agreements. Credit Facility Agent that such lender has completed its due diligence with respect to any applicable flood insurance requirements related to such Material Real Property. (b) Each Holder, by accepting a Noteits acceptance thereof, consents and agrees to the terms of the Collateral Documents (including including, without limitation, the provisions providing for the possession, use, release and foreclosure of CollateralCollateral and the terms of the Intercreditor Agreement) and agrees that it will not contest or support any other person in contesting, in any proceeding (including any insolvency or liquidation proceeding), the Intercreditor Agreementsperfection, each priority, validity or enforceability of a Lien held by or on behalf of any other holder of First-Priority Obligations in all or any part of the Collateral. Each Holder, by its acceptance thereof, (i) authorizes the Trustee to appoint the Collateral Agent to act on its behalf as may be in effect or may be amended from time to time in accordance with its terms and the Collateral Agent under this Indenture, the Security Agreement and under each of the other Collateral Documents, (ii) authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In therewith and (iii) authorizes the event Trustee to authorize the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms of conflict between an Intercreditor Agreementthe Security Agreement and the other Collateral Documents, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any grantor thereunder to secure any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 18.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility First-Priority Obligations, no actions shall be required to be taken together with respect to the perfection of the security interests in the Collateral to the extent such actions powers and discretion as are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documentsreasonably incidental thereto. (bc) It is understood Each Holder, by its acceptance thereof, authorizes the Collateral Agent and agreed that prior to the discharge of the Credit Facility ObligationsTrustee, as applicable, to enter into the extent that the Credit Intercreditor Agreement Collateral Agent (or, if such agreement is satisfied with or agrees to terminated, any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (includingsubstantially identical intercreditor agreement on behalf of, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables binding with respect to, particular assets (including the Holders and their interest in designated assets, in connection with assets acquiredthe incurrence of any First-Priority Obligations). The Collateral Agent, or Subsidiaries formed or acquired, after will enter into any such future intercreditor agreement at the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment request of the Credit Agreement Company, provided that the Company will have delivered to the Collateral Agent in respect Agent, an Officer’s Certificate and Opinion of any Counsel to the effect that such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under other intercreditor agreement is authorized or permitted by this Indenture and the Collateral Documents. It is understood Documents and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with all conditions precedent thereto have been met or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documentswaived.

Collateral Documents. (a) The due and punctual payment Each Lender authorizes the Administrative Agent to enter into, on behalf of each such Lender, each of the principal ofCollateral Documents to which it is a party, premium and interest to take all action contemplated by each of such documents. Each Lender agrees that no Holder of Secured Obligations (other than the Administrative Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the Holders of Secured Obligations. (b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized to execute and deliver on behalf of the Notes when Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and as perfect a Lien on such Collateral in favor of the same shall be due and payable, whether on an Interest Payment DateAdministrative Agent. (c) The Lenders hereby authorize the Administrative Agent, at maturityits option and in its discretion, to release any Lien granted to or held by acceleration, repurchase, redemption or otherwise, the Administrative Agent upon any Collateral and interest on to release any Guarantor from its obligations under any Loan Document (i) upon termination of the overdue principal of, premium Revolving Loan Commitments and interest on the Notes payment and performance satisfaction of all other obligations of the Company Obligations (other than obligations to pay fees and expenses with respect to which the Note Guarantors to the HoldersBorrower has not received an invoice, the Trustee contingent indemnity obligations and other contingent obligations, Rate Management Obligations and Banking Services Obligations) at any time arising under or in respect of this Agreement or the Notes Collateral Agent under this IndentureLoan Documents or the transactions contemplated hereby or thereby; (ii) as permitted by, the Notesbut only in accordance with, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes Obligationsapplicable Loan Document; or (iii) if approved, subject authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this Section 10.15. (d) Upon any sale or transfer of assets constituting Collateral, or the consummation of any transaction pursuant to which a Guarantor ceases to be a Required Guarantor Subsidiary, in each case which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Intercreditor Agreements. The TrusteeRequired Lenders or all of the Lenders, as applicable, the Company and security interest in such Collateral shall be automatically released or such Guarantor shall be automatically released from its obligations under the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (orLoan Documents, as the case may be. In connection with any such release, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as direct representative) may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Holders, the Trustee and the Notes Collateral Agent and Holders of Secured Obligations herein or pursuant to the terms of hereto upon the Collateral Documents and that was sold or transferred or the Intercreditor Agreements. Each Holderrelease of such Guarantor from its obligations under the Loan Documents, by accepting a Noteas the case may be; provided, consents and agrees however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the terms of Administrative Agent's opinion, would expose the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each as may be in effect or may be amended from time to time in accordance with its terms and this Indenture, and authorizes and directs the Notes Collateral Administrative Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do liability or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 18.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under create any obligation or duty to make entail any consequence other than the release of such request)Liens or such Guarantor without recourse or warranty, and (ii) such release shall not in order to grantany manner discharge, preserve, maintain, protect and perfect affect or impair the Secured Obligations or any Liens upon (or continue obligations of the perfection Borrower or any Subsidiary in respect of) all interests retained by the validity and priority Borrower or any Subsidiary, including (without limitation) the proceeds of the Liens and security interests created or intended sale, all of which shall continue to be created by the Collateral Documents in constitute part of the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents.

Collateral Documents. (a) The due and punctual payment of the principal of, premium on, if any, and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest on the Notes and performance of all other obligations Notes Obligations of the Company Issuer and the Note Guarantors to the Holders, Holders of the Notes or the Trustee or the Notes and/or Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents(as applicable), according to the terms hereunder or thereunderof this Indenture, the Notes and the Guarantees, shall be secured as provided in the Collateral Documents, which the Issuer and the Guarantors entered into on the Issue Date and which define the terms of the Liens that secure the Notes Obligations, subject to the terms of the First Lien Intercreditor AgreementsAgreement. The Trustee, the Company Issuer and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the First Lien Intercreditor AgreementsAgreement. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor AgreementsAgreement, each as may be in effect or may be amended from time to time in accordance with its their terms and the terms of this Indenture, and authorizes and directs the Notes Collateral Agent and/or the Trustee, as applicable, to enter into the Collateral Documents, Documents and the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement Joinder on the Issue Date, and and, at any time after the Collateral Documents and the Permitted Junior Intercreditor AgreementIssue Date, if anyapplicable, any Junior Lien Intercreditor Agreement in respect of permitted Junior Lien Obligations, and any amendments, supplements, and/or joinders to the foregoing to which it is a party, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company Issuer shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will shall do or cause to be done all such acts and things as may be reasonably necessary, proper, or as may be required by the next sentence of this Section 18.01Collateral Documents, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu First Lien Intercreditor Agreement, the Company Issuer and the Note Guarantors shall, at their sole expense, shall execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, make all filings (including filings of financing statements under the UCC and continuation statements and amendments to such financing statements that may be necessary to continue the effectiveness of such financing statements), and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), law in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required subject to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documentsPermitted Liens. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents.

Collateral Documents. (a) The due and punctual payment of the interest, principal ofand premium, premium and interest if any, on the Notes and Note Guarantees when and as the same shall be due and payable, whether on an Interest a Payment Date, at maturity, by acceleration, repurchase, redemption redemption, prepayment or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and Note Guarantees and performance of all other obligations Obligations of the Company Issuers and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent Senior Secured Parties under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes the Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company Issuers and the Note Guarantors hereby acknowledge and agree that the Notes Master Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and Senior Secured Parties pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. Each Holder, by accepting a Note, (i) consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, Agreements as each as may be in effect or may be amended from time to time in accordance with its their terms and this IndentureIndenture and the Intercreditor Agreements, and (ii) authorizes and directs the Notes Trustee and the Master Collateral Agent to enter into the Collateral DocumentsDocuments and the Intercreditor Agreements, (iii) authorizes and directs the Pari Passu Trustee to enter into the Collateral Agency and Accounts Agreement and any Junior Lien Intercreditor Agreement and (iv) authorizes and directs each of the ABL Intercreditor Agreement on Master Collateral Agent and the Issue Date, Trustee to perform its respective obligations and exercise its respective rights under and in accordance with the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and Agreements to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall controlwhich it is a party. The Company Issuers and the Guarantors shall deliver to the Notes Master Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 18.0113.01, to assure and confirm to the Notes Master Collateral Agent the a first-priority security interest in the Collateral contemplated herebyCollateral, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company The Issuers and the Note Guarantors shall, in each case at their sole own expense, execute any (A) cause each new Guarantor, as applicable, to become a Grantor and to become a party to each applicable Collateral Document and all further documentsother agreements, financing statements instruments or documents that create or purport to create and perfect a first priority Lien (including continuation statements and amendments subject to financing statementsany Permitted Liens) in favor of the Master Collateral Agent for the benefit of the Senior Secured Parties in substantially all of its assets (other than Excluded Property), agreements subject to and instrumentsin accordance with the terms, conditions and take all further action that may be required under applicable law, or that provisions of this Indenture and the Trustee or the Notes Collateral Agent may reasonably request Documents (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request)only Loyalty Co, in order to grantHoldCo 3 and new Guarantors, preserveas applicable, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to become Grantors and pledge their respective Collateral), (B) promptly execute and deliver (or cause such Subsidiary to execute and deliver) to the Master Collateral Agent such documents and take such actions to create, grant, establish, preserve and perfect the applicable priority Liens (subject to Permitted Liens) (including to obtain any release or termination of Liens not permitted under Section 4.25 and the filing of UCC financing statements, as applicable) in favor of the Master Collateral Agent for the benefit of the Senior Secured Parties on such assets of such Subsidiary to secure the Obligations to the extent required under the applicable Collateral Documents, and to ensure that such Collateral shall be taken subject to no other Liens other than any Permitted Liens and (C) if reasonably requested by the Trustee, deliver to the Trustee, for the benefit of the Trustee and the Senior Secured Parties, a customary written Opinion of Counsel to such Subsidiary with respect to the perfection matters described in clauses (A) and (B) of the security interests this Section 13.01, in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. each case within twenty (b20) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, Business Days after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect addition of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral DocumentsCollateral.

Collateral Documents. (a) 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 an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations of the Company and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Collateral DocumentsObligations, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, Trustee and the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds Agent’s security interest in the Collateral in trust (or, as the case may be, as direct representative) is for the benefit of the Holders, the Trustee and the Notes Collateral Agent Secured Parties and pursuant to the terms of the Collateral Documents and the Intercreditor AgreementsDocuments. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Priority/Second Priority Intercreditor Agreements, each and Subordination Agreement as the same may be in effect or may be amended from time to time in accordance with its their terms and this IndentureIndenture and the First Priority/Second Priority Intercreditor and Subordination Agreement, and irrevocably authorizes and directs the Notes Collateral Agent (i) to enter into the Collateral DocumentsDocuments and the First Priority/Second Priority Intercreditor and Subordination Agreement, the (ii) to execute each document in connection with any Collateral Document expressed to be executed by Collateral Agent on its behalf (including any intercreditor agreement or joinder to any Collateral Document in connection with Indebtedness or other obligations not prohibited by this Indenture (including Future Pari Passu Intercreditor Agreement Obligations)) and (iii) perform the ABL Intercreditor Agreement on duties and exercise the Issue Daterights, powers, and discretions that are specifically given to it under the Collateral Documents or other documents to which the Collateral Agent is a party, together with any other incidental rights, power and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall controldiscretions. The Company shall deliver to the Notes Collateral Agent and the Trustee copies of all documents required to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 18.0110.01, to assure and confirm to the Notes Collateral Agent for the benefit of the Notes Secured Parties the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following The Company shall, and shall cause the Issue Date and subject to the Pari Passu Intercreditor Agreement, Subsidiaries of the Company and the Note Guarantors shallto, at their sole expense, execute take any and all further documents, financing statements actions and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) required to financing statements)cause the Collateral Documents to create and maintain, agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or as security for the Notes Obligations in favor of the Collateral Agent may reasonably request (it being understood that neither for the benefit of the Holders and the Trustee, a valid and enforceable perfected Lien and security interest in and on all of the Collateral, subject to no Liens other than Permitted Liens. Neither the Trustee nor the Notes Collateral Agent is under shall have any obligation responsibility or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including liability in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents actions and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documentsfilings.

Collateral Documents. (a) The due and punctual payment of the interest, principal ofand premium, premium and interest if any, on the Notes and Note Guarantees when and as the same shall be due and payable, whether on an Interest a Payment Date, at maturity, by acceleration, repurchase, redemption redemption, prepayment or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and Note Guarantees and performance of all other obligations Obligations of the Company Issuers and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent Secured Parties under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes the Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company Collateral Custodian, the Issuers and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and Secured Parties pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, Agreements as each as may be in effect or may be amended from time to time in accordance with its their terms and this IndentureIndenture and the Intercreditor Agreements, and authorizes and directs the Notes Trustee, Collateral Custodian and the Collateral Agent to enter into the Collateral Documents, Documents and the Pari Passu Intercreditor Agreements and authorizes and directs the Trustee to enter into the Collateral Agency and Accounts Agreement and any Junior Lien Intercreditor Agreement and authorizes and directs each of the ABL Intercreditor Agreement on Collateral Agent, the Issue Date, Collateral Custodian and the Trustee to perform its respective obligations and exercise its respective rights under and in accordance with the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and Agreements to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall controlwhich it is a party. The Company Issuers and the Guarantors shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 18.0113.01, to assure and confirm to the Notes Collateral Agent the a first-priority security interest in the Collateral contemplated herebyCollateral, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On The Issuers, Hawaiian and Hawaiian Holdings shall, in each case at their own expense, (A) promptly execute and deliver (or following cause such Subsidiary to execute and deliver) to the Issue Date Collateral Agent such documents and take such actions to create, grant, establish, preserve and perfect the applicable priority Liens (subject to the Pari Passu Intercreditor Agreement, the Company Permitted Liens) (including to obtain any release or termination of Liens not permitted under Section 4.10 and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to filing of UCC financing statements), agreements and instrumentsas applicable) in favor of the Collateral Agent for the benefit of the Senior Secured Parties on such assets of such Issuer or such other Guarantor, as applicable, to secure the Obligations to the extent required under the applicable Collateral Documents, and take all further action to ensure that may such Collateral shall be required under applicable law, or that subject to no other Liens other than any Permitted Liens and (B) if reasonably requested by the Trustee or the Collateral Agent, deliver to the Trustee, for the benefit of the Trustee, the Notes Secured Parties, the Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long Custodian, a customary written opinion of counsel to such Issuer or such other Guarantor, as there are outstanding any Credit Facility Obligationsapplicable, no actions shall be required to be taken with respect to the perfection matters described in clause (A) of the security interests this Section 13.01, in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. each case within twenty (b20) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, Business Days after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect addition of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral DocumentsCollateral.

Collateral Documents. (a) The due and punctual payment of the principal of, premium premium, interest, the Waiver Fee and interest any Make-Whole Amounts and other amounts comprising the Applicable Redemption Amount on the Convertible Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Convertible Notes (to the extent permitted by Law) and performance of all each and every other obligations obligation of every nature of the Company Issuer and the Note Guarantors to the Holders, the Trustee Holders or the Notes Collateral Agent under this IndentureAgreement, the Convertible Notes, the Note Guarantees, the Intercreditor Agreements Collateral Documents and the Collateral other Note Documents, according to the terms hereunder or thereunderthereunder (any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the Note Documents (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding)), and any other amounts due under, the Convertible Notes and the other Note Documents when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) regardless of how such obligation, liability or amount arises or by what agreement or instrument it may be evidenced, whether or not it is or may be direct, indirect, matured, unmatured, absolute, contingent, primary, secondary, liquidated, unliquidated, disputed, undisputed, joint, joint and several, legal, equitable, secured or unsecured, and whether or not any claim for such obligation is discharged, stayed or otherwise affected by any proceeding under any Debtor Relief Law (collectively including the Guaranteed Obligations, the “Obligations”), shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes the Obligations, subject to the terms of the Intercreditor and Subordination Agreements. The TrusteeWithout limiting the generality of the foregoing, the Company Obligations of each Note Party include (a) the obligation (irrespective of whether a claim therefor is allowed in a proceeding under any Debtor Relief Law) to pay principal, interest, fees, expenses, prepayment premiums, any Backstop Fee, Administration Fee, Change of Control Repurchase Price, Waiver Fee or other Applicable Redemption Amount or Make-Whole Amount and/or Attorneys’ Fee (including, in each case as defined in the Term Loan Credit Agreement, any Applicable Prepayment Premium, End of Term Fee, Administration Fee, Origination Fees, Waiver Fee and/or Attorneys’ Fees) and disbursements, indemnities and other amounts payable by such Person under the Note Guarantors Documents or the Term Loan Documents (other than the “Warrant” as defined in the Term Loan Credit Agreement), (b) the obligation to pay all costs and expenses incurred by the Collateral Agent and/or any other Secured Party to obtain, preserve, perfect and enforce the security interest granted herein and to maintain, preserve and collect the property subject to the security interest, including but not limited to all reasonable Attorneys’ Fees and expenses of any Secured Party to enforce any Obligations whether or not by litigation and (c) the obligation to reimburse any amount in respect of any of the foregoing that any Secured Party (in its reasonable discretion pursuant to the terms of this Agreement or any other Note Document or Term Loan Document) may elect to pay or advance of behalf of such Note Party. The parties hereto hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral as defined in each of the Collateral Documents in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee Collateral Agent and the Notes Collateral Agent Holders and pursuant to the terms of the Collateral Documents and the Intercreditor Agreementsand Subordination Agreements (if any). Each HolderHolder (including the Purchasers), by accepting a Convertible Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each and Subordination Agreements (if any) as the same may be in effect or may be amended from time to time in accordance with its their terms and this IndentureAgreement and the Intercreditor and Subordination Agreements (if any), and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Note Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and Subordination Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. In The Issuer on its own behalf or on the event of conflict between an Intercreditor Agreement, any behalf of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company Guarantors shall deliver (or cause to be delivered) to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 18.0111.4, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents and the other Note Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture Agreement and of the Convertible Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company and the The Note Guarantors shall, at their sole expense, execute Parties shall take any and all further documents, financing statements actions and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) required to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by cause the Collateral Documents in to create and maintain, as security for the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect Obligations of the Issuer and the Guarantors to the perfection of Collateral Agent, the security interests in Purchasers, the Collateral to Holders and any other Secured Parties under this Agreement, the extent such actions are not required to be taken with respect to Convertible Notes, the Credit Agreement. Such security interest and Liens will be created under Note Guarantees, the Collateral Documents and other the Note Documents, a valid and enforceable perfected Lien and security agreements interest in and other instruments and documents. (b) It is understood and agreed that prior on all of the Collateral intended to be granted pursuant to the discharge terms of the Credit Facility Obligations, Collateral Documents (subject to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment terms of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture Intercreditor and Subordination Agreements and the Collateral Documents. It is understood and agreed that prior to the discharge ), in favor of the ABL Obligations, to the extent that the ABL Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment benefit of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture Holders and the Collateral DocumentsAgent subject to no Liens other than Permitted Liens. In addition, in the event the Issuer or any Guarantor takes any action to grant or perfect a Lien in favor of the Secured Parties (as defined in the Term Loan Credit Agreement) in any assets, the Issuer or such Guarantor shall also take such action to grant or perfect a Lien in favor of the Collateral Agent without request of the Collateral Agent.”

Collateral Documents. (a) The due and punctual payment of the principal of, premium of and interest and premium, if any, on the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Company and the Note Guarantors to the Holders, Holders of Notes or the Trustee or the Notes Collateral Agent under this Indenture, Indenture and the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, Documents which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The TrusteeCompany, the Company Guarantors and the Note Guarantors hereby acknowledge Heller Debtor Subsidiaries have entered into simultaneously with the xxxxxxion of this Indenture and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the Intercreditor Agreementswhich are listed on Exhibit D hereto. Each HolderHolder of Notes, by accepting a Noteits acceptance thereof, consents and agrees to the terms of the Collateral Documents (including including, without limitation, the provisions providing for the possession, use, foreclosure and release and foreclosure of Note Collateral) and as the Intercreditor Agreements, each as same may be in effect or may be amended from time to time in accordance with its the terms and this Indenture, of the Collateral Documents and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent Trustee copies of all documents required delivered to be filed the Collateral Agent pursuant to the Collateral Documents, and will shall do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the next sentence provisions of this Section 18.01the Collateral Documents or as may be reasonably requested in writing by the Trustee, to assure and confirm to the Notes Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby, hereby and by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available (subject to the terms of the Intercreditor Agreement) for the security and benefit of this Indenture and of Indenture, the Notes and the Note Guarantees secured herebyby the Collateral Documents, according to the intent and purposes herein therein expressed. On or following the Issue Date and subject Subject to the Pari Passu terms of the Intercreditor Agreement, the Company and shall take, or shall cause its Restricted Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Note Guarantors shallTrustee, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments actions reasonably required to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by cause the Collateral Documents in to create and maintain, as security for the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection Obligations of the security interests Company hereunder and of the Guarantors under their Guarantees, a valid and enforceable perfected Lien in and on all the Note Collateral, in favor of the Collateral to Agent for the extent such actions are not benefit of the Holders of Notes with the priority required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documentsDocuments, subject to Permitted Liens. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents.

Collateral Documents. (a) The due and punctual payment Each Lender authorizes the Collateral Agent to enter into each of the principal ofCollateral Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Lender shall have the right individually to seek to realize upon the security granted by any Collateral Document, premium it being understood and interest on agreed that such rights and remedies may be exercised solely by the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations of the Company and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the HoldersHolders of Secured Obligations upon the terms of the Collateral Documents. (b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Trustee and the Notes Collateral Agent is hereby authorized to execute and deliver on behalf of the Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Collateral Agent on behalf of the Holders of Secured Obligations. (c) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral or release any Guarantor from its obligations under the Guaranty (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Collateral Agent at any time, the Lenders will confirm in writing the Collateral Agent's authority to release particular types or items of Collateral pursuant to this SECTION 11.12(C). (d) Upon any sale or transfer of Collateral or of a Subsidiary which is expressly permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five Business Days' prior written request by the Borrower, the Collateral Documents Agent shall (and is hereby irrevocably authorized by the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of CollateralLenders to) and the Intercreditor Agreements, each execute such documents as may be necessary to evidence the release of the Liens granted to the Collateral Agent for the benefit of the Lenders herein or pursuant hereto upon the Collateral that was sold or transferred and release the applicable Guarantor from its obligation under the Guaranty; PROVIDED, HOWEVER, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in effect or may be amended from time to time in accordance with its terms and this Indenturethe Collateral Agent's opinion, and authorizes and directs would expose the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do liability or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 18.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under create any obligation or duty to make entail any consequence other than the release of such request)Liens without recourse or warranty, and (ii) such release shall not in order to grantany manner discharge, preserve, maintain, protect and perfect affect or impair the Obligations or any Liens upon (or continue obligations of the perfection Borrower or any Subsidiary in respect of) all interests retained by the validity and priority Borrower or any Subsidiary, including (without limitation) the proceeds of the Liens and security interests created or intended sale, all of which shall continue to be created by the Collateral Documents in constitute part of the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents.

Collateral Documents. (a) The due and punctual payment of the principal Principal of, premium and interest and Liquidated Damages, if any, on the Notes Securities of a series and the Guarantees thereof when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium Principal of and interest (to the extent permitted by law), if any, on the Notes Securities of such series and the Guarantees thereof and performance of all other obligations of the Company and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notesincluding, without limitation, the Guaranteesobligations of the Company set forth in Section 7.07 herein, the Intercreditor Agreements and the Collateral Documents, according to Securities of such series and the terms hereunder or thereunderGuarantees thereof, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors each Guarantor hereby acknowledge and agree that the Notes Collateral Agent holds shall hold the Collateral in trust (or, as on a PARI PASSU basis with the case may be, as direct representative) for the benefit Indebtedness of the HoldersCompany under the Credit Agreement, related documents and liabilities owing to lenders or affiliates of lenders party to the Trustee Credit Agreement and in connection with interest rate and currency agreements and certain other Indebtedness permitted by the Notes Collateral Agent Credit Agreement, in each case subject and pursuant to the terms of the Collateral Documents and the Intercreditor AgreementsDocuments. Each Holder, by accepting a Noteits acceptance of any Security and the Guarantees thereof to which this Article is applicable, consents and agrees to the terms of the Collateral Documents (including including, without limitation, the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) and as the Intercreditor Agreements, each as same may be in effect or may be amended from time to time in accordance with its their 61 terms and this Indenture, and authorizes and directs the Notes Collateral Agent to enter into (i) the Collateral DocumentsAgent, with respect to each of the Pari Passu Intercreditor Agreement Collateral Documents to which it is a party and (ii) the ABL Intercreditor Agreement on the Issue DateTrustee, and with respect to the Collateral Documents and the Permitted Junior Intercreditor AgreementAcknowledgment, if any, at any time after the Issue Date, if applicable, and to perform its their respective obligations and exercise its their respective rights thereunder in accordance therewith. In The Trustee and each Holder, by accepting the event of conflict between an Intercreditor AgreementSecurities and the Guarantees thereof, any of the other Collateral Documents and this Indentureacknowledges that, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to as more fully set forth in the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 18.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents as now or any part thereof, as from time to time constituted, so as to render the same available hereafter constituted shall be held on a PARI PASSU basis for the security and benefit of this Indenture and of all the Notes senior secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created creditors under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility ObligationsDocuments, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters lenders under the Credit Agreement shall be deemed to be and that the judgment lien of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided Documents in respect of any matters relating the Trustee and the Holders is subject to and qualified and limited in all respects by the ABL Priority Collateral or makes any determination in respect Documents and actions that may be taken thereunder. As amongst the Holders of any matters relating Security and the Guarantees thereof to which this Article is applicable, the ABL Priority Collateral (including, without limitation, extensions of time as now or waivers hereafter constituted shall be held on a PARI PASSU basis for the creation and perfection benefit of the Holders without preference, priority or distinction of any thereof over any other by reason of difference in time of issuance, sale or otherwise, as security interests in, or for the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents Securities and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral DocumentsGuarantees thereof.

Collateral Documents. (a) The due and punctual payment of the principal of, of and interest and premium and interest Liquidated Damages, if any, on the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, of and interest and premium and interest Liquidated Damages (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Company Issuers and the Note Guarantors to the Holders, Holders of Notes or the Trustee or the Notes Collateral Agent under this Indenture, Indenture and the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be are secured as provided in the Collateral Documents, Documents which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company Issuers and the Note Guarantors hereby acknowledge and agree that have entered into simultaneously with the Notes Collateral Agent holds the Collateral in trust execution of this Indenture (orincluding, as the case may bewithout limitation, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the Intercreditor Agreementslisted on Exhibit H hereto). Each HolderHolder of Notes, by accepting a Noteits acceptance thereof, consents and agrees to the terms of the Collateral Documents (including including, without limitation, the provisions providing for foreclosure and release of Collateral and limitations on exercise of rights and remedies) as the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each as same may be in effect or may be amended from time to time in accordance with its the terms of this Indenture and this Indenture, the Collateral Documents and authorizes and directs the Notes Collateral Agent Trustee to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents The Issuers and this Indenture, the applicable Intercreditor Agreement shall control. The Company Guarantors shall deliver to the Notes Collateral Agent Trustee copies of all documents required delivered to be filed the Collateral Agent pursuant to the Collateral Documents, Documents and will the Issuers shall do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the next sentence provisions of this Section 18.01the Collateral Documents, to assure and confirm to the Notes Collateral Agent Trustee the security interest interests in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available (subject to the terms of the Intercreditor Agreement) for the security and benefit of this Indenture and of Indenture, the Notes and the Note Guarantees secured herebyby the Collateral Documents, according to the intent and purposes herein therein expressed. On or following the Issue Date and subject Subject to the Pari Passu terms of the Intercreditor Agreement, the Company Issuers shall take, and shall cause the Note Guarantors shallRestricted Subsidiaries that are party to one or more Collateral Documents to take, at their sole expenseupon request of the Trustee, execute any and all further documents, financing statements (including continuation statements actions reasonably required to cause the Collateral Documents to create and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue as security for the perfection of) the validity and priority Obligations of the Liens Issuers hereunder and security interests created or intended to be created of the Guarantors under the Note Guarantees, a valid and enforceable perfected Lien of the priority required by the Collateral Documents in and on all the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection in favor of the security interests in Trustee for the Collateral benefit of the Holders of Notes, superior to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge rights of all third Persons, in each case, equal and ratable with the Credit Facility Obligations, to Liens securing the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters obligations under the Credit Agreement shall be deemed and subject to be Permitted Liens and the judgment terms of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral DocumentsIntercreditor Agreement.

Collateral Documents. (a) The due and punctual payment of the principal of, premium premium, if any, and interest on the Notes and Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and Note Guarantees and performance of all other obligations Obligations of the Company and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent Noteholder Secured Parties under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes the Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and Noteholder Secured Parties pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, Agreements as each as may be in effect or may be amended from time to time in accordance with its their terms and this IndentureIndenture and the Intercreditor Agreements, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 18.01, Section 13.1 to assure and confirm to the Notes Collateral Agent the first-priority security interest in the Notes Collateral and the second-priority security interest in the ABL Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following The Company shall, and shall cause its Subsidiaries to, take any and all actions and make all filings, registrations and recordations (including the Issue Date filing of UCC financing statements, continuation statements and subject amendments thereto) required to cause the Pari Passu Intercreditor AgreementCollateral Documents to create, perfect and maintain, as security for the Obligations of the Company and the Guarantors to the Noteholder Secured Parties under this Indenture, the Notes, the Note Guarantors shallGuarantees, at their sole expensethe Intercreditor Agreements and the Collateral Documents, execute any a valid and enforceable perfected Lien and security interest in and on all further documents, financing statements of the Collateral (including continuation statements subject to the terms of the Intercreditor Agreements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such requestDocuments), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment favor of the Notes Collateral Agent in respect of such matters under this Indenture and for the Collateral Documents. It is understood and agreed that prior to the discharge benefit of the ABL Obligations, Noteholder Secured Parties subject to no Liens other than Permitted Liens and with the extent that priority set forth in the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect ABL-Notes Intercreditor Agreement. For the avoidance of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date)doubt, the Trustee and Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and not have a Lien on the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral DocumentsExcluded Assets.

Collateral Documents. (a) 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 an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations Obligations of the Company Issuers and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral DocumentsDocuments (upon the entry into such documents), which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor AgreementsAgreement. The Trustee, the Company Issuers and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds its Lien on the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and subject to the Intercreditor AgreementsAgreement. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor AgreementsAgreement, each as may be in effect or may be amended from time to time in accordance with its their terms and this Indenture, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company Issuers shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 18.0112.1, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject Subject to the Pari Passu Intercreditor Agreement, the Company Issuers and the Note Guarantors shallshall execute, at their sole expense, execute file or cause the filing of any and all further documents, financing statements (including continuation statements and statements, amendments to financing statements and change statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), Law in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Agreement Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents.

Collateral 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 an Interest Payment Date, at maturity, 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 Issuers and the Note Guarantors to the Holders, Holders or the Trustee or the Notes Collateral Agent under this Indenture, the Notes, Notes and the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral DocumentsDocuments which the Issuers and the Guarantors shall enter into on the Issue Date, in substantially the forms attached as Exhibits C through G hereto, together with such changes as may be reasonably necessary to accurately reflect the Collateral referred to therein, and which define the Issuers and the Guarantors may enter into on or after the Issue Date in accordance with the terms of hereof. Each Holder authorizes the Liens that secure Notes Obligations, subject Trustee to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes initially act as Collateral Agent holds for the Holders under the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the Intercreditor AgreementsDocuments. Each Holder, by accepting a Noteits acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement (including including, without limitation, the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) and as the Intercreditor Agreements, each as same may be in effect or may be amended from time to time in accordance with its terms and the terms of this Indenture, Indenture and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after in substantially the Issue Date, if applicableform attached as Exhibit D hereto, and to perform its obligations and exercise its rights thereunder in accordance therewith. In The Issuers and the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company Guarantors shall deliver to the Notes Collateral Agent copies of all documents required to be filed executed pursuant to this Indenture or the Collateral Documents, Documents and will shall do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the next sentence provisions of this Section 18.01the Collateral Documents, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date The Issuers shall, and subject to the Pari Passu Intercreditor Agreement, the Company and the Note Guarantors shallshall cause their Subsidiaries to, at their sole own expense, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action reasonable actions (i) that may be required under applicable law, or that are requested by the Trustee or the Notes Collateral Agent, or (ii) that an Officer of the Issuer has knowledge are necessary as a legal matter, in either case of (i) or (ii), as required to establish, maintain and perfect a security interest in and continuing Lien on all of the Collateral, in favor of the Collateral Agent may reasonably request (it being understood that neither for the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority benefit of the Liens Holders, superior to and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge rights of the Credit Facility all third Persons, except for holders of Priority Lien Obligations, and subject to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or no Liens other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents than Permitted Liens and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and Liens permitted by the Collateral Documents. It is understood and agreed that prior to Without limiting the discharge generality of the ABL Obligationsforegoing, the Issuers shall execute or cause to be executed and shall file or cause to be filed such financing statements, continuation statements, and fixture filings and such mortgages, or deeds of trust in all places necessary to establish, maintain and perfect the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required Liens purported to be provided for in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents.

Collateral Documents. (a) The From and after the Effective Date and upon the execution and delivery of the Intercreditor Agreement and the Collateral Documents, the due and punctual payment of the principal of, premium and premium, if any, additional interest, if any, or interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturitystated maturity thereof, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and premium, if any, additional interest, if any, or interest on the Notes and performance of all other obligations Obligations of the Company and the Note Subsidiary Guarantors to the Holders, the Trustee Collateral Agent or the Notes Collateral Agent Trustee under this Indenture, the Notes, the Subsidiary Guarantees, the Intercreditor Agreements Agreement and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Notes Obligations, subject to the terms of the Intercreditor AgreementsAgreement. The Trustee, the Company and the Note Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the Intercreditor AgreementsAgreement. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each Agreement as the same may be in effect or may be amended from time to time in accordance with its their terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, Documents and the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement or joinders thereto on the Issue Effective Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Effective Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, 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 18.0112.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the The Company and the Note Guarantors shall, at their sole expenseand shall cause the Subsidiary Guarantors to, execute take any and all further documents, financing statements actions and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto and filings at Companies House in the United Kingdom with respect to financing statements)each English Guarantor) required to cause the Collateral Documents to create and maintain, agreements as security for Notes Obligations, a valid and instruments, enforceable perfected Lien and take security interest in and on all further action that may be required under applicable law, or that of the Trustee or Collateral (subject to the Notes terms of the Intercreditor Agreement and the Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such requestDocuments), in order to grant, preserve, maintain, protect favor of the Collateral Agent for the benefit of the Notes Secured Parties. It is further understood and perfect agreed that there shall be no Collateral Document (or continue other security agreements or pledge agreements) governed under the perfection oflaws of any non-U.S. jurisdiction other than (i) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection equity interests issued by and assets of the security interests in the Collateral to the extent such actions are not required to be taken English Guarantors and (ii) with respect to the Credit Agreement. Such security interest equity interests issued by and Liens will be created under the Collateral Documents and assets of any other security agreements and other instruments and documents. (b) It Foreign Subsidiary that becomes, or is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided become, a Subsidiary Guarantor in respect accordance with the terms of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral DocumentsIndenture.

Collateral Documents. (a) The In order to secure 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 an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwiseDebentures, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations of the Company and the Note Guarantors amounts payable to the HoldersTrustee hereunder, the Issuer, the Guarantors and the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (orAgent, as the case may be, shall on the date hereof enter into the Collateral Documents to create the Security Interests and for related matters, and subsequent to the date hereof shall enter into any such Collateral Documents as direct representative) for may be necessary or appropriate to effect the benefit provision of this Indenture or to set forth the respective priorities between holders of Senior Debt and holders of Debentures. Any Guarantor shall, upon becoming a Guarantor, become a party to each applicable Collateral Document as shall be necessary or appropriate to grant and create a valid Lien on all Collateral of such Guarantor, in each case, subject to no Liens other than Permitted Liens. The Liens granted by Issuer and Guarantors hereunder pursuant to the Collateral Documents shall rank junior to the Liens granted by Issuer and Guarantors in respect of the HoldersClass A Debentures, and the Collateral Agent shall act as a common collateral agent with respect to the Liens granted to secure the Obligations under the Debentures and under the Class A Debentures in accordance with the Collateral Documents. The Collateral Agent may also, but is not required to, act as a common collateral agent with respect to any Liens granted pursuant to other Senior Debt. If the holders or potential holders of Senior Debt require an intercreditor or similar agreement setting forth the respective priorities of Liens with respect to the Collateral, and the Trustee is unwilling to serve as such common collateral agent or the holders of such Senior Debt require a different collateral agent, the Trustee and the Notes Issuer may appoint a replacement Collateral Agent and pursuant reasonably acceptable to the holders of Senior Debt in accordance with the terms of the Collateral Documents and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each as may be in effect or may be amended from time to time in accordance with its terms and this Indenture, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 18.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents.

Collateral Documents. (a) The due Each Lender and punctual payment the Administrative Agent authorizes the Collateral Agent to enter into each of the principal ofCollateral Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Secured Parties (other than the Collateral Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, premium it being understood and interest on agreed that such rights and remedies may be exercised solely by the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations of the Company and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to Secured Parties upon the terms of the Collateral Documents and the Intercreditor Agreements. Each HolderAgreement. (b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, by accepting a Note, consents and agrees the Collateral Agent is hereby authorized (subject to the terms of the Intercreditor Agreement) to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral Documents (including in favor of the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each as may be in effect or may be amended from time to time in accordance with its terms and this Indenture, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any behalf of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver Secured Parties. (c) Subject to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 18.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and terms of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company Lenders and the Note Guarantors shallAdministrative Agent hereby authorize the Collateral Agent, at their sole expenseits option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Commitments and payment and satisfaction of all of the Obligations (other than contingent indemnity obligations, Banking Services Obligations and Rate Management Obligations) at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Collateral Agent at any time, the Lenders and the Administrative Agent will confirm in writing the Collateral Agent's authority to release particular types or items of Collateral pursuant to this Section. (d) Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document (other than sales or transfers between the Borrower and its Restricted Subsidiaries or between or among such Restricted Subsidiaries), or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days' prior written request by the Borrower to the Collateral Agent, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders and the Administrative Agent to), subject to the terms of the Intercreditor Agreement, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that such documents as may be required under applicable law, or that necessary to evidence the Trustee or release of the Notes Liens granted to the Collateral Agent may reasonably request for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (it being understood that neither i) the Trustee nor the Notes Collateral Agent is under shall not be required to execute any such document on terms which, in the Collateral Agent's opinion, would expose the Collateral Agent to liability or create any obligation or duty to make entail any consequence other than the release of such request)Liens without recourse or warranty, and (ii) such release shall not in order to grantany manner discharge, preserve, maintain, protect and perfect affect or impair the Secured Obligations or any Liens upon (or continue obligations of the perfection Borrower or any Restricted Subsidiary in respect of) all interests retained by the validity and priority Borrower or any Restricted Subsidiary, including (without limitation) the proceeds of the Liens and security interests created or intended sale, all of which shall continue to be created by the Collateral Documents in constitute part of the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (be) It is understood Each Lender hereby directs, in accordance with the terms of this Agreement, the Agents: (i) to release any Guarantor from its obligations under the Guaranty Agreement and agreed that prior to any Collateral Document (including the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect release of any matters relating to the Lien granted by such Guarantor under any such Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including Document) in connection with assets acquiredthe designation of such Guarantor as an Unrestricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”, (ii) to release the capital stock or Subsidiaries formed other equity interests of a Restricted Subsidiary that is pledged pursuant to the Pledge and Security Agreement in connection with the designation of such Restricted Subsidiary as an Unrestricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary” and (iii) to execute and deliver or acquiredfile or authorize the filing of such documents, after statements and instruments and do such other things as are necessary to release such Guarantor from such obligations (and to release such Liens) pursuant to this clause (e) promptly upon the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect effectiveness of any such matters under release. Upon request by any Agent at any time, the Credit Agreement Lenders shall be deemed confirm in writing each Agent’s authority to be release the judgment applicable Guarantor pursuant to this clause (e). (f) No agreement shall amend, modify or otherwise affect the rights or duties of the Notes Collateral Agent in respect without the prior written consent of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral DocumentsAgent.

Collateral Documents. (a) The due Company, the Trustee and punctual payment of the principal of, premium Collateral Agent are entering into the Security Agreement and interest on the Notes when Intercreditor Agreement and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations of the Company and the Note Guarantors Mortgage Trustee are entering into the Mortgages, each of which sets forth the relative rights of the Trustee and the Holders, on the one hand, and the holders of the Senior Liens, on the other hand, as to the priority of payment of the Senior Liens over the Securities and related obligations in certain circumstances. As among the Holders, the Trustee Collateral shall be held for the equal and ratable benefit of such Holders without preference, priority or the Notes Collateral Agent under distinction of any thereof over any other. The terms of this Indenture, the Notes, the Guarantees, the Intercreditor Agreements Indenture and the Collateral Documents, according to the terms hereunder or thereunder, shall Documents will be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the such Collateral Documents and the Intercreditor Agreements. Each each Holder, by accepting a Noteany Securities, consents and agrees to all of the terms and provisions of such Collateral Documents, as the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each as may be in effect or same may be amended from time to time pursuant to the provisions thereof and this Indenture. Without limiting the foregoing, each Holder, by accepting any Securities, acknowledges and agrees that its rights to payment of the obligations evidenced by the Securities may be subject to the terms of any such Collateral Documents and agrees that the Trustee is hereby irrevocably authorized and directed to execute, deliver and perform such Collateral Documents, in accordance with its terms and this Indenture, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder their respective terms. The Trustee agrees that in accordance therewith. In the event of any conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 18.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes provisions of such Collateral Agent Documents shall control; provided, that no provision of such Collateral Documents shall be deemed to limit or subordinate the Trustee’s right to compensation, fees, expenses or indemnities under this Indenture, or the Trustee’s right to require Officers’ Certificates or Opinions of Counsel in accordance with the provisions of this Indenture. The provisions of this Section shall be satisfied with such deliveries and/or documents and expressly for the judgment benefit of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment holders of the Notes Collateral Agent Senior Liens and may not be amended without the consent of the holders of a majority in respect principal amount of such matters Indebtedness under clause (ii) or (xi) of the definition of “Permitted Indebtedness,” as applicable (without thereby limiting any other provisions of this Indenture and the Collateral Documentsor elsewhere provided for their benefit).

Collateral Documents. (a) The due and punctual payment of the principal of, of and interest and premium and interest Liquidated Damages, if any, on the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, of and interest and premium and interest Liquidated Damages (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Company Issuers and the Note Guarantors to the Holders, Holders of Notes or the Trustee or the Notes Collateral Agent under this Indenture, Indenture and the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be are secured as provided in the Collateral Documents, Documents which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company Issuers and the Note Guarantors hereby acknowledge and agree that have entered into prior to or simultaneously with the Notes Collateral Agent holds the Collateral in trust execution of this Indenture (orincluding, as the case may bewithout limitation, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the Intercreditor Agreementslisted on Exhibit G hereto). Each HolderHolder of Notes, by accepting a Noteits acceptance thereof, consents and agrees to the terms of the Collateral Documents (including including, without limitation, the provisions providing for foreclosure and release of Collateral and limitations on exercise of rights and remedies) as the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each as same may be in effect or may be amended from time to time in accordance with its the terms of this Indenture and this Indenture, the Collateral Documents and authorizes and directs the Notes Collateral Agent Trustee to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents The Issuers and this Indenture, the applicable Intercreditor Agreement shall control. The Company Guarantors shall deliver to the Notes Collateral Agent Trustee copies of all documents required delivered to be filed the Collateral Agent pursuant to the Collateral Documents, Documents and will the Issuers shall do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the next sentence provisions of this Section 18.01the Collateral Documents, to assure and confirm to the Notes Collateral Agent Trustee the security interest interests in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available (subject to the terms of the Intercreditor Agreement) for the security and benefit of this Indenture and of Indenture, the Notes and the Note Guarantees secured herebyby the Collateral Documents, according to the intent and purposes herein therein expressed. On or following the Issue Date and subject Subject to the Pari Passu terms of the Intercreditor Agreement, the Company Issuers shall take, and shall cause the Note Guarantors shallRestricted Subsidiaries that are party to one or more Collateral Documents to take, at their sole expenseupon request of the Trustee, execute any and all further documents, financing statements (including continuation statements actions reasonably required to cause the Collateral Documents to create and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue as security for the perfection of) the validity and priority Obligations of the Liens Issuers hereunder and security interests created or intended to be created of the Guarantors under the Note Guarantees, a valid and enforceable perfected Lien of the priority required by the Collateral Documents in and on all the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection in favor of the security interests in Trustee for the Collateral benefit of the Holders of Notes, superior to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge rights of all third Persons, in each case, equal and ratable with the Credit Facility Obligations, to Liens securing the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters obligations under the Credit Agreement shall be deemed and subject to be Permitted Liens and the judgment terms of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral DocumentsIntercreditor Agreement.

Collateral Documents. (a) The due and punctual payment of the interest, principal ofand premium, premium and interest if any, on the Notes and Note Guarantees when and as the same shall be due and payable, whether on an Interest a Payment Date, at maturity, by acceleration, repurchase, redemption redemption, prepayment or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and Note Guarantees and performance of all other obligations Obligations of the Company Issuer and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent Senior Secured Parties under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes the 148 Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company Collateral Custodian, the Issuer and the Note Guarantors hereby acknowledge and agree that the Notes Master Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and Senior Secured Parties pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. Each Holder, by accepting a Note, (i) consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, Agreements as each as may be in effect or may be amended from time to time in accordance with its their terms and this IndentureIndenture and the Intercreditor Agreements, and (ii) authorizes and directs the Notes Trustee, the Collateral Custodian and the Master Collateral Agent to enter into the Collateral DocumentsDocuments and the Intercreditor Agreements, (iii) authorizes and directs the Pari Passu Trustee to enter into the Collateral Agency and Accounts Agreement and any Junior Lien Intercreditor Agreement and (iv) authorizes and directs each of the ABL Intercreditor Agreement on Master Collateral Agent, the Issue Date, Collateral Custodian and the Trustee to perform its respective obligations and exercise its respective rights under and in accordance with the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and Agreements to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall controlwhich it is a party. The Company Issuer and the Guarantors shall deliver to the Notes Master Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 18.0113.01, to assure and confirm to the Notes Master Collateral Agent the a first-priority security interest in the Collateral contemplated herebyCollateral, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company The Issuer and the Note Guarantors shall, in each case at their sole own expense, execute any (A) cause each new Guarantor, as applicable, to become a Grantor and to become a party to each applicable Collateral Document and all further documentsother agreements, financing statements instruments or documents that create or purport to create and perfect a first priority Lien (including continuation statements and amendments subject to financing statementsany Permitted Liens) in favor of the Master Collateral Agent for the benefit of the Senior Secured Parties in substantially all of its assets (other than Excluded Property), agreements subject to and instrumentsin accordance with the terms, conditions and take all further action that may be required under applicable law, or that provisions of this Indenture and the Trustee or the Notes Collateral Agent may reasonably request Documents (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request)only Loyalty Co, in order to grantHoldCo and new Guarantors, preserveas applicable, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to become Grantors and pledge their respective Collateral), (B) promptly execute and deliver (or cause such Subsidiary to execute and deliver) to the Master Collateral Agent such documents and take such actions to create, grant, establish, preserve and perfect the applicable priority Liens (subject to Permitted Liens) (including to obtain any release or termination of Liens not permitted under Section 4.25 and the filing of UCC financing statements, as applicable) in favor of the Master Collateral Agent for the benefit of the Senior Secured Parties on such assets of such Subsidiary to secure the Obligations to the extent required under the applicable Collateral Documents, and to ensure that such Collateral shall be taken subject to no other Liens other than any Permitted Liens and (C) if reasonably requested by the Trustee, deliver to the Trustee, for the benefit of the Trustee and the Senior Secured Parties, a customary written Opinion of Counsel to Alaska or such Subsidiary with respect to the perfection matters described in clauses (A) and (B) of the security interests this Section 13.01, in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. each case within twenty (b20) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, Business Days after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect addition of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral DocumentsCollateral.

Collateral Documents. (a) The due and punctual payment of the principal of, premium of and interest and premium, if any, on the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Company and the Note Guarantors to the Holders, Holders of Notes or the Trustee or the Notes Collateral Agent under this Indenture, Indenture and the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, Documents which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The TrusteeCompany, the Company Guarantors and the Note Guarantors hereby acknowledge Xxxxxx Debtor Subsidiaries have entered into simultaneously with the execution of this Indenture and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the Intercreditor Agreementswhich are listed on Exhibit D hereto. Each HolderHolder of Notes, by accepting a Noteits acceptance thereof, consents and agrees to the terms of the Collateral Documents (including including, without limitation, the provisions providing for the possession, use, foreclosure and release and foreclosure of Note Collateral) and as the Intercreditor Agreements, each as same may be in effect or may be amended from time to time in accordance with its the terms and this Indenture, of the Collateral Documents and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent Trustee copies of all documents required delivered to be filed the Collateral Agent pursuant to the Collateral Documents, and will shall do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the next sentence provisions of this Section 18.01the Collateral Documents or as may be reasonably requested in writing by the Trustee, to assure and confirm to the Notes Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby, hereby and by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available (subject to the terms of the Intercreditor Agreements) for the security and benefit of this Indenture and of Indenture, the Notes and the Note Guarantees secured herebyby the Collateral Documents, according to the intent and purposes herein therein expressed. On or following the Issue Date and subject Subject to the Pari Passu terms of the Intercreditor AgreementAgreements, the Company and shall take, or shall cause its Restricted Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Note Guarantors shallTrustee, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments actions reasonably required to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by cause the Collateral Documents in to create and maintain, as security for the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection Obligations of the security interests Company hereunder and of the Guarantors under their Guarantees, a valid and enforceable perfected Lien in and on all the Note Collateral, in favor of the Collateral to Agent for the extent such actions are not benefit of the Holders of Notes with the priority required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documentsDocuments, subject to Permitted Liens. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents.

Collateral Documents. (a) The From and after the Issue Date, 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 an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations of the Company and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Collateral DocumentsObligations, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, Trustee and the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds Agent’s security interest in the Collateral in trust (or, as the case may be, as direct representative) is for the benefit of the Holders, the Trustee and the Notes Collateral Agent Secured Parties and pursuant to the terms of the Collateral Documents and the Intercreditor AgreementsDocuments. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and ), as the Intercreditor Agreements, each as same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture, and irrevocably authorizes and directs the Notes Collateral Agent (i) to enter into the Collateral Documents, the (ii) to execute each document in connection with any Collateral Document expressed to be executed by Collateral Agent on its behalf (including any intercreditor agreement or joinder to any Collateral Document in connection with Indebtedness or other obligations not prohibited by this Indenture (including Future Pari Passu Intercreditor Agreement Obligations)) and (iii) perform the ABL Intercreditor Agreement on duties and exercise the Issue Daterights, powers, and discretions that are specifically given to it under the Collateral Documents or other documents to which the Collateral Agent is a party, together with any other incidental rights, power and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall controldiscretions. The Company shall deliver to the Notes Collateral Agent and the Trustee copies of all documents required to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 18.0117.01, to assure and confirm to the Notes Collateral Agent for the benefit of the Notes Secured Parties the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following The Company shall, and shall cause the Issue Date and subject to the Pari Passu Intercreditor Agreement, Subsidiaries of the Company and the Note Guarantors shallto, at their sole expense, execute take any and all further documents, financing statements actions and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) required to financing statements)cause the Collateral Documents to create and maintain, agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or as security for the Notes Obligations in favor of the Collateral Agent may reasonably request (it being understood that neither for the benefit of the Holders and the Trustee, a valid and enforceable perfected Lien and security interest in and on all of the Collateral, subject to no Liens other than permitted pursuant to Section 4.10(a). Neither the Trustee nor the Notes Collateral Agent is under shall have any obligation responsibility or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including liability in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents actions and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documentsfilings.

Collateral Documents. (a) The due and punctual payment Each Lender authorizes the Administrative Agent to enter into, on behalf of each such Lender, each of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwiseCollateral Documents to which it is a party, and interest on to take all action contemplated by each of such documents. Each Lender agrees that no Holder of Secured Obligations (other than the overdue principal ofAdministrative Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, premium it being understood and interest on agreed that such rights and remedies may be exercised solely by the Notes and performance of all other obligations of the Company and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Administrative Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the HoldersHolders of Secured Obligations. (b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Trustee Administrative Agent is hereby authorized to execute and deliver on behalf of the Notes Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent. (c) The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments, Term Loan Commitments and payment and satisfaction of all of the Obligations (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, contingent indemnity obligations, and Rate Management Obligations) at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this Section 10.15. (d) Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Collateral Documents and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees to the terms Required Lenders or all of the Collateral Documents (including the provisions providing for the possessionLenders, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each as may be in effect or may be amended from time to time in accordance with its terms and this Indenture, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 18.01, to assure and confirm to the Notes Collateral Agent the security interest in such Collateral shall be automatically released. In connection with any such release, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Holders of Secured Obligations herein or pursuant hereto upon the Collateral contemplated herebythat was sold or transferred; provided, by however, that (i) the Collateral Documents or any part thereof, as from time Administrative Agent shall not be required to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company and the Note Guarantors shall, at their sole expense, execute any and all further documentssuch document on terms which, financing statements (including continuation statements and amendments in the Administrative Agent's opinion, would expose the Administrative Agent to financing statements), agreements and instruments, and take all further action that may be required under applicable law, liability or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under create any obligation or duty to make entail any consequence other than 87 the release of such request)Liens without recourse or warranty, and (ii) such release shall not in order to grantany manner discharge, preserve, maintain, protect and perfect affect or impair the Secured Obligations or any Liens upon (or continue obligations of the perfection Borrower or any Subsidiary in respect of) all interests retained by the validity and priority Borrower or any Subsidiary, including (without limitation) the proceeds of the Liens and security interests created or intended sale, all of which shall continue to be created by the Collateral Documents in constitute part of the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents.

Collateral Documents. (a) The due and punctual payment of the principal of, premium of and interest on on, the Notes (including, without limitation, any interest which accrues after the commencement of any proceedings under any Debtor Relief Laws with respect to any of the Company or any Guarantor, whether or not allowed or allowable as a claim in any such proceeding) when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest (including, without limitation, any interest which accrues after the commencement of any proceedings under any Debtor Relief Laws with respect to any of the Company or any Guarantor, whether or not allowed or allowable as a claim in any such proceeding) on the overdue principal of, premium on, if any, and interest interest, on the Notes and any other Note Obligations and performance of all other obligations Obligations of the Company and the Note Guarantors to the HoldersHolders of Notes, the Trustee or the Notes Collateral Agent under this Indenture, the NotesNotes (including, without limitation, the Note Guarantees, the Intercreditor Agreements and ) or the Collateral Documents, Documents according to the terms hereunder or thereunder, shall be are secured as provided in the Collateral DocumentsSecurity Agreement and the Pledge Agreement, which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that have entered into simultaneously with the Notes Collateral Agent holds the Collateral in trust (orexecution of this Indenture, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the other Collateral Documents and the Intercreditor Agreementsin effect from time to time. Each HolderHolder of Notes, by accepting a Noteits acceptance thereof, consents and agrees to the terms of the Collateral Documents (including including, without limitation, the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) and as the Intercreditor Agreements, each as same may be in effect or may be amended amended, supplemented or otherwise modified from time to time in accordance with its their terms and this Indenture, and authorizes and directs the Notes Collateral Agent and/or the Trustee (as the case may be) to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, (including Mortgages) and to perform its their obligations and exercise its their rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall and the Guarantors will deliver to the Notes Collateral Agent Trustee copies of all documents required delivered to be filed the Collateral Agent pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the next sentence provisions of this Section 18.01the Collateral Documents, to assure and confirm to the Notes Trustee and the Collateral Agent the security interest interest, mortgage or other Lien in the Collateral contemplated hereby, hereby or by the Collateral Documents or any part thereofDocuments, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On The Company and the Guarantors shall comply with the terms and provisions of the Collateral Documents and shall take, upon request of the Trustee or following the Issue Date Collateral Agent, any and subject all actions reasonably required to cause the Pari Passu Intercreditor AgreementCollateral Documents to create and maintain, as security for the Note Obligations of the Company and the Note Guarantors shallhereunder, at their sole expensea valid and enforceable perfected Lien in and on all the Collateral, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that in favor of the Collateral Agent for the benefit of the Trustee or and the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty Holders of Notes, superior to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge rights of the Credit Facility Obligations, all third Persons and subject to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or no other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or Liens other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documentsthan Permitted Liens.

Collateral Documents. (a) The due Each Lender and punctual payment the Administrative Agent authorizes the Collateral Agent to enter into each of the principal ofCollateral Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Secured Parties (other than the Collateral Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, premium it being understood and interest on agreed that such rights and remedies may be exercised solely by the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations of the Company and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to Secured Parties upon the terms of the Collateral Documents and the Intercreditor Agreements. Each HolderAgreement. (b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, by accepting a Note, consents and agrees the Collateral Agent is hereby authorized (subject to the terms of the Intercreditor Agreement) to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral Documents (including in favor of the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each as may be in effect or may be amended from time to time in accordance with its terms and this Indenture, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any behalf of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver Secured Parties. (c) Subject to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 18.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and terms of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company Lenders and the Note Guarantors shallAdministrative Agent hereby authorize the Collateral Agent, at their sole expenseits option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Commitments and payment and satisfaction of all of the Obligations (other than contingent indemnity obligations, Banking Services Obligations and Rate Management Obligations) at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Collateral Agent at any time, the Lenders and the Administrative Agent will confirm in writing the Collateral Agent's authority to release particular types or items of Collateral pursuant to this Section. LEGAL02/36800330v21 (d) Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document (other than sales or transfers between the Borrower and its Restricted Subsidiaries or between or among such Restricted Subsidiaries), or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days' prior written request by the Borrower to the Collateral Agent, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders and the Administrative Agent to), subject to the terms of the Intercreditor Agreement, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that such documents as may be required under applicable law, or that necessary to evidence the Trustee or release of the Notes Liens granted to the Collateral Agent may reasonably request for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (it being understood that neither i) the Trustee nor the Notes Collateral Agent is under shall not be required to execute any such document on terms which, in the Collateral Agent's opinion, would expose the Collateral Agent to liability or create any obligation or duty to make entail any consequence other than the release of such request)Liens without recourse or warranty, and (ii) such release shall not in order to grantany manner discharge, preserve, maintain, protect and perfect affect or impair the Secured Obligations or any Liens upon (or continue obligations of the perfection Borrower or any Restricted Subsidiary in respect of) all interests retained by the validity and priority Borrower or any Restricted Subsidiary, including (without limitation) the proceeds of the Liens and security interests created or intended sale, all of which shall continue to be created by the Collateral Documents in constitute part of the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (be) It is understood Each Lender hereby directs, in accordance with the terms of this Agreement, the Agents: (i) to release any Guarantor from its obligations under the Guaranty Agreement and agreed that prior to any Collateral Document (including the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect release of any matters relating to the Lien granted by such Guarantor under any such Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including Document) in connection with assets acquiredthe designation of such Guarantor as an Unrestricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”, (ii) to release the capital stock or Subsidiaries formed other equity interests of a Restricted Subsidiary that is pledged pursuant to the Pledge and Security Agreement in connection with the designation of such Restricted Subsidiary as an Unrestricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary” and (iii) to execute and deliver or acquiredfile or authorize the filing of such documents, after statements and instruments and do such other things as are necessary to release such Guarantor from such obligations (and to release such Liens) pursuant to this clause (e) promptly upon the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect effectiveness of any such matters under release. Upon request by any Agent at any time, the Credit Agreement Lenders shall be deemed confirm in writing each Agent’s authority to be release the judgment applicable Guarantor pursuant to this clause (e). (f) No agreement shall amend, modify or otherwise affect the rights or duties of the Notes Collateral Agent in respect without the prior written consent of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral DocumentsAgent.

Collateral Documents. (a) 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 an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (including Applicable Premium) and interest on the Notes and payment and performance of all other obligations Obligations of the Company and Note Party under the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured by a pledge of a first priority perfected security interest in the Collateral in favor of the Collateral Agent on its behalf and the Holders as provided in the Collateral Documents, which define the terms of the Liens that secure Notes Obligationsthe Obligations under the Note Documents, subject to the terms of the Intercreditor AgreementsAgreement. The Trustee, the Company hereby acknowledges and the Note Guarantors hereby acknowledge and agree agrees that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent Secured Parties and pursuant to the terms of the Collateral Documents and the Intercreditor AgreementsAgreement. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each Agreement as the same may be in effect or may be amended from time to time in accordance with its their terms and this IndentureAgreement and the Intercreditor Agreement, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 18.0121.1, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and Agreement, of the Notes and the other Note Documents secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date The Parent and subject to the Pari Passu Intercreditor Agreement, the Company and the Note Guarantors shall, at their sole expenseand shall cause the Subsidiaries of the Parent to, execute take any and all further documents, financing statements actions and make all filings (including the filing of Uniform Commercial Code financing statements, continuation statements and amendments thereto) required to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by cause the Collateral Documents to create and maintain, as security for the Obligations of the Note Parties under the Note Documents, a valid and enforceable perfected first priority Lien and security interest in and on all of the Collateral; provided that , for so long as there are outstanding any Credit Facility Obligations, no which such a security interest can be created and maintained by performing such actions shall be required to be taken with respect or making such filings (subject to the perfection terms of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Intercreditor Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge ), in favor of the ABL Obligations, to the extent that the ABL Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment benefit of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed Secured Parties subject to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documentsno Liens other than Permitted Liens.

Collateral Documents. (a) 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 an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations of the Company Trustee and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors Issuer hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Term Loan/Notes Collateral Agent Secured Parties and pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. Each Holder, by accepting a Note, (i) consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each Agreements as the same may be in effect or may be amended from time to time in accordance with its their terms and this IndentureIndenture and the Intercreditor Agreements, (ii) consents to the priority of Liens and payments provided for in the Intercreditor Agreements, (iii) agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (iv) authorizes and directs the Notes Trustee (in the case of the applicable Intercreditor Agreements) and the Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, Agreements on behalf of such Holder and to bind such Holder thereby and to perform its respective obligations and exercise its rights thereunder in accordance therewith, and (v) authorizes the release or subordination of any Lien granted under any Collateral Document pursuant to Section 12.2 below and the terms of the Collateral Documents and the Intercreditor Agreements, and directs the Trustee (and directs the Trustee to direct the Collateral Agent) to execute and deliver or authorize the filing of any documents or instruments necessary or requested to effectuate or evidence such release or subordination. The Issuer and the Guarantors shall take any and all actions and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) required under the Collateral Documents to create and maintain, as security for the Notes Obligations and the other Term Loan/Notes Secured Obligations, 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 Collateral Documents), in favor of the Collateral Agent for the benefit of the Notes Secured Parties and the other Term Loan/Notes Secured Parties. In the event of any conflict between an the terms of the Intercreditor Agreement, Agreements and this Indenture or any of the other Collateral Documents and this IndentureNotes Documents, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 18.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and provisions of the Notes secured hereby, according to the intent Intercreditor Agreements shall govern and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documentscontrol. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents.

Collateral Documents. (a) The due and punctual payment of the principal of, premium premium, if any, and interest on the Notes and Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and Guarantees and performance of all other obligations Obligations of the Company Issuers and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent Noteholder Secured Parties under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes the Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company Issuers and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and Noteholder Secured Parties pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, Agreements as each as may be in effect or may be amended from time to time in accordance with its their terms and this IndentureIndenture and the Intercreditor Agreements, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, Documents and the Intercreditor Agreements and authorizes and directs the Trustee to enter into the Pari Passu Intercreditor Agreement and authorizes and directs each of the ABL Intercreditor Agreement on Notes Collateral Agent and the Issue Date, Trustee to perform its respective obligations and exercise its respective rights under and in accordance with the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and Agreements to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall controlwhich it is a party. The Company Issuers and the Guarantors shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 18.0113.01, to assure and confirm to the Notes Collateral Agent the first-priority security interest in the Collateral contemplated herebyCollateral, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company The Issuers and the Note Guarantors shall, at their sole expenseand the Company shall cause its Subsidiaries to, execute take any and all further documentsactions and make all filings, financing statements registrations and recordations (including the filing of UCC financing statements, continuation statements and amendments thereto) required to financing statementscause the Collateral Documents to create, perfect and maintain, as security for the Obligations of the Issuers and the Guarantors to the Noteholder Secured Parties under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreements and the Collateral Documents), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or in favor of the Notes Collateral Agent may reasonably request (it being understood that neither for the benefit of the Noteholder Secured Parties subject to no Liens other than Permitted Liens. For the avoidance of doubt, the Trustee nor the and Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue shall not have a Lien on the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect Excluded Assets. Subject to the perfection of the security interests applicable limitations set forth in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. herein, (bi) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquiredif, after the Issue Date, any material assets (other than Excluded Assets), are acquired by either Issuer or are held by any Subsidiary on or after the time it becomes a Guarantor hereunder (other than assets constituting Collateral under a Collateral Document that becomes subject to the Lien created by such Collateral Document upon acquisition thereof or assets constituting Excluded Assets), the Company will notify the Notes Collateral Agent thereof, and, (ii) if the Company has granted a security interest in such asset to the Senior Credit Facilities Collateral Agent to secure the Senior Credit Facilities Obligations, the Company will cause such assets to be subjected to a Lien securing the Secured Obligations and will take and cause the Issuers to take, such actions as shall be deemed to necessary or as may be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of reasonably requested by the Notes Collateral Agent in respect of to grant and perfect such matters under this Indenture and Liens, all at the Collateral Documents. It is understood and agreed that prior to the discharge expense of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral DocumentsIssuers.

Collateral Documents. (a) The due Each Lender and punctual payment the Administrative Agent authorizes the Collateral Agent to enter into each of the principal ofCollateral Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Secured Parties (other than the Collateral Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, premium it being understood and interest on agreed that such rights and remedies may be exercised solely by the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations of the Company and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to Secured Parties upon the terms of the Collateral Documents and the Intercreditor Agreements. Each HolderAgreement. (b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, by accepting a Note, consents and agrees the Collateral Agent is hereby authorized (subject to the terms of the Intercreditor Agreement) to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral Documents (including in favor of the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each as may be in effect or may be amended from time to time in accordance with its terms and this Indenture, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any behalf of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver Secured Parties. (c) Subject to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 18.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and terms of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company Lenders and the Note Guarantors shallAdministrative Agent hereby authorize the Collateral Agent, at their sole expenseits option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Commitments and payment and satisfaction of all of the Obligations (other than contingent indemnity obligations, Banking Services Obligations and Rate Management Obligations) at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Collateral Agent at any time, the Lenders and the Administrative Agent will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section. (d) Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document (other than sales or transfers between the Borrower and its Restricted Subsidiaries or between or among such Restricted Subsidiaries), or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Collateral Agent, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders and the Administrative Agent to), subject to the terms of the Intercreditor Agreement, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that such documents as may be required under applicable law, or that necessary to evidence the Trustee or release of the Notes Liens granted to the Collateral Agent may reasonably request for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (it being understood that neither i) the Trustee nor the Notes Collateral Agent is under shall not be required to execute any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to liability or create any obligation or duty to make entail any consequence other than the release of such request)Liens without recourse or warranty, and (ii) such release shall not in order to grantany manner discharge, preserve, maintain, protect and perfect affect or impair the Secured Obligations or any Liens upon (or continue obligations of the perfection Borrower or any Restricted Subsidiary in respect of) all interests retained by the validity and priority Borrower or any Restricted Subsidiary, including (without limitation) the proceeds of the Liens and security interests created or intended sale, all of which shall continue to be created by the Collateral Documents in constitute part of the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (be) It is understood Each Lender hereby directs, in accordance with the terms of this Agreement, the Agents: (i) to release any Guarantor from its obligations under the Guaranty Agreement and agreed that prior to any Collateral Document (including the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect release of any matters relating to the Lien granted by such Guarantor under any such Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including Document) in connection with assets acquired, (x) the designation of such Guarantor as an Unrestricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary” or Subsidiaries formed or acquired, after (y) the Issue Date), execution by any Subsidiary of Propel Acquisition LLC of an agreement evidencing Propel Indebtedness the Notes Collateral Agent shall be deemed to be satisfied with terms of which prohibit such deliveries and/or documents and the judgment Subsidiary from providing a guaranty of the Credit Agreement Collateral Agent Obligations or the granting of security in respect thereto and (ii) to execute and deliver or file or authorize the filing of such documents, statements and instruments and do such other things as are necessary to release such Guarantor from such obligations (and to release such Liens) pursuant to this clause (e) promptly upon the effectiveness of any such matters under release. Upon request by any Agent at any time, the Credit Agreement Lenders shall be deemed confirm in writing each Agent’s authority to be release the judgment applicable Guarantor pursuant to this clause (e). (f) No agreement shall amend, modify or otherwise affect the rights or duties of the Notes Collateral Agent in respect without the prior written consent of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral DocumentsAgent.

Collateral Documents. (a) The due and punctual payment of Each Purchaser authorizes the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations of the Company and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each as may be in effect or may be amended from time to time in accordance with its terms and this Indenture, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, Documents to which it is a party and to take all action contemplated by such documents. Each Purchaser agrees that no holder of the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and Notes (other than the Collateral Documents Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and agreed that such rights and remedies may be exercised solely by the Permitted Junior Intercreditor Agreement, if any, at any time after Collateral Agent for the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any benefit of the other Collateral Documents and this Indenture, Purchasers upon the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent copies terms of all documents required to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 18.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It In the event that any Collateral is understood and agreed that prior to hereafter pledged by any Person as collateral security for the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied hereby authorized to execute and deliver on behalf of the Purchasers any Related Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Collateral Agent on behalf of the Purchasers. (c) The Purchasers hereby authorize the Collateral Agent, at its option and in its discretion, to (y) release any Lien granted to or held by the Collateral Agent upon any Collateral and/or (z) release any guarantor from its obligations under any Guaranty (i) upon the satisfaction of all of the Obligations at any time arising under or in respect of this Agreement or the Related Documents or the transactions contemplated hereby or thereby; (ii) in connection with any transaction permitted by, but only in accordance with, the terms of the applicable Related Document; or agrees to (iii) in connection with any deliveries transaction approved, authorized or documents ratified in writing by the Super-Majority Purchasers, unless such release is required to be provided approved by all of the Purchasers hereunder. Upon request by the Collateral Agent at any time, the Purchasers will confirm in respect writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 19.11. (d) Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of any matters relating Related Document, or consented to in writing by the Super-Majority Purchasers, the Collateral Agent shall (and is hereby irrevocably authorized by the Purchasers to) execute such documents as may be necessary to evidence the release of the Liens granted to the Collateral Agent for the benefit of the Purchasers herein or makes any determination in respect of any matters relating to pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (including, without limitation, extensions of time or waivers for i) the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall not be deemed required to be satisfied with execute any such deliveries and/or documents document on terms which, in the Collateral Agent’s reasonable opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the judgment Obligations or any Liens upon (or obligations of the Credit Agreement Collateral Agent Company or any of its Subsidiaries in respect of) all interests retained by the Company or any of any such matters under its Subsidiaries, including (without limitation) the Credit Agreement shall be deemed to be the judgment proceeds of the Notes Collateral Agent in respect sale, all of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior which shall continue to the discharge constitute part of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral DocumentsCollateral.

Collateral Documents. (a) 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 an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations Obligations of the Company Issuer and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company Issuer and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each as may be in effect or may be amended from time to time in accordance with its their terms and this Indenture, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the each additional Collateral Documents Document and the Permitted Junior Lien Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company Issuer shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 18.0112.1, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu ABL Intercreditor Agreement, the Company Issuer and the Note Guarantors shallshall execute, at their sole expense, execute file or cause the filing of any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), law in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the CollateralCollateral and cause the Collateral Requirement to be and remain satisfied; provided that for so long as there are outstanding any Senior Secured Term Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Senior Secured Term Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documentsFacility. (b) It is understood and agreed that prior Notwithstanding anything to the discharge of contrary herein, the Credit Facility Obligations, to security interests in the extent that Collateral securing the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents Notes (other than as set forth in the following proviso) will not be required to be provided in respect of any matters relating place on the Issue Date and will not be perfected on such date, but will be required to the Collateral or makes any determination be put in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation place and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, perfected no later than 90 days after the Issue Date)Date or as promptly as reasonably practicable thereafter; provided, however, that (i) Collateral that may be perfected by the filing of UCC financing statements, (ii) Collateral that may be perfected by the filing with the United States Copyright Office and (iii) pursuant to the Intercreditor Agreements, Collateral that may be perfected by the Term Collateral Agent or ABL Collateral Agent holding possession, custody or control thereof as bailee for the Notes Collateral Agent pursuant to the terms of the Intercreditor Agreements, in each case, shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral delivered or makes any determination in respect of any matters relating to the ABL Priority Collateral (includingfiled, without limitationas applicable, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after on the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents.

Collateral Documents. (a) 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 an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations Obligations of the Company Issuers and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the First Lien Intercreditor Agreements Agreement and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which the Issuers and the Guarantors will enter into on the Issue Date and which define the terms of the Liens that secure the Notes Obligations, subject to the terms of the First Lien Intercreditor AgreementsAgreement. The Trustee, the Company Issuers and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the First Lien Intercreditor AgreementsAgreement. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor AgreementsAgreement, each as may be in effect or may be amended from time to time in accordance with its their terms and this Indenture, and authorizes and directs the Notes Collateral Agent and the Trustee, as applicable, to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement Documents and the ABL First Lien Intercreditor Agreement on the Issue Date, and, at any time after the Issue Date, if applicable, any intercreditor agreement in respect of Junior Lien Obligations (any such agreement, in customary market form (as reasonably determined by Cedar Fair as set forth in an Officer’s Certificate delivered to the Trustee and the Notes Collateral Documents Agent) that neither contravenes nor is prohibited by this Indenture and other Indebtedness secured by any Collateral and otherwise in form and substance reasonably acceptable to the Credit Agreement Collateral Agent and the Permitted Notes Collateral Agent, the “Junior Lien Intercreditor Agreement”), if anyand any joinders to the foregoing to which it is a party, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company Issuers shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 18.0112.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu First Lien Intercreditor Agreement, the Company Issuers and the Note Guarantors shall, at their sole expense, shall execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, make all filings (including filings of financing statements under the UCC and PPSA and continuation statements and amendments to such financing statements that may be necessary to continue the effectiveness of such financing statements), and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), law in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the CollateralCollateral and cause the Collateral Requirements to be and remain satisfied; provided that for so long as there are outstanding any Credit Facility Agreement Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken taken, and have not been taken, with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements agreements, Mortgages and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents.

Collateral Documents. (a) The due and punctual payment of the principal ofPrincipal of and Interest, premium and interest if any, on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest any other amounts due on the Notes and performance of all other obligations of the Company and the Note Guarantors to the HoldersHolders of Notes, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the GuaranteesNote Guarantee, the Intercreditor Agreements and or the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided herein and in the Collateral Documents, which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. Each HolderHolder of Notes, by accepting a Noteits acceptance thereof, consents and agrees to the terms of the Collateral Documents (including including, without limitation, the provisions providing for the possession, use, foreclosure and release and foreclosure of Pledged Collateral) and as the Intercreditor Agreements, each as same may be in effect or may be amended from time to time in accordance with its terms and this Indenture, and authorizes and directs each of the Notes Collateral Agent and the Trustee, as the case may be, to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent Trustee copies of all documents required to be filed pursuant delivered to the Collateral DocumentsAgent pursuant to any Collateral Document, and will shall do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the next sentence provisions of this Section 18.01any Collateral Document, to assure and confirm to the Notes Trustee and the Collateral Agent the security interest in the Pledged Collateral contemplated hereby, by the any Collateral Documents Document 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 Indenture, the Notes and the Note Guarantees secured hereby, according to the intent and purposes herein expressed. On The Company shall take, or following shall cause its Subsidiaries to take any and all actions reasonably required to cause the Issue Date Collateral Documents to create and maintain, as security for the Obligations of the Company hereunder, a valid and enforceable perfected first priority Lien in and on all the Pledged Collateral, in favor of the Collateral Agent for the benefit of itself, the Trustee and the Holders of Notes and other Indebtedness subject to the Pari Passu Intercreditor Agreement, the Company and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood Documents superior to and agreed that prior to the discharge rights of all third Persons and subject to no other Liens other than Permitted Liens. The Company and the ABL ObligationsGuarantors shall pledge as additional Collateral all After-Acquired Property, subject to Permitted Liens. The Company and the extent Guarantors shall also use all commercially reasonable efforts to ensure that the ABL Agent is satisfied with any material contract or agrees to any deliveries or documents required to be provided in respect of any matters agreement relating to the ABL Priority Collateral After-Acquired Property will not contain provisions that would impair or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for prevent the creation and perfection of a security interests in, interest therein or result in such contract or After-Acquired Property being excluded from the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral DocumentsCollateral.

Collateral Documents. (a) The due and punctual payment of the principal of, premium premium, if any, and interest on the Notes and Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and Note Guarantees and performance of all other obligations Obligations of the Company and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent Noteholder Secured Parties under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes the Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and Noteholder Secured Parties pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, Agreements as each as may be in effect or may be amended from time to time in accordance with its their terms and this IndentureIndenture and the Intercreditor Agreements, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 18.0113.1, to assure and confirm to the Notes Collateral Agent the first-priority security interest in the Notes Collateral and the second-priority security interest in the ABL Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following The Company shall, and shall cause its Subsidiaries to, take any and all actions and make all filings, registrations and recordations (including the Issue Date filing of UCC financing statements, continuation statements and subject amendments thereto) required to cause the Pari Passu Intercreditor AgreementCollateral Documents to create, perfect and maintain, as security for the Obligations of the Company and the Guarantors to the Noteholder Secured Parties under this Indenture, the Notes, the Note Guarantors shallGuarantees, at their sole expensethe Intercreditor Agreements and the Collateral Documents, execute any a valid and enforceable perfected Lien and security interest in and on all further documents, financing statements of the Collateral (including continuation statements subject to the terms of the Intercreditor Agreements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such requestDocuments), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment favor of the Notes Collateral Agent in respect of such matters under this Indenture and for the Collateral Documents. It is understood and agreed that prior to the discharge benefit of the ABL Obligations, Noteholder Secured Parties subject to no Liens other than Permitted Liens and with the extent that priority set forth in the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect ABL-Notes Intercreditor Agreement. For the avoidance of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date)doubt, the Trustee and Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and not have a Lien on the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral DocumentsExcluded Assets.

Collateral Documents. (a) The due and punctual payment of the principal of, premium and interest on and any Additional Amounts payable in respect of the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on and any Additional Amounts payable in respect of the Notes and performance of all other obligations Obligations of the Company Issuer and the Note Guarantors to the Holders, Holders or the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements Agreement and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes the Obligations, subject to the terms of the Intercreditor AgreementsAgreement. The Trustee, the Company Trustee and the Note Guarantors Issuer hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, Holders and the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the Intercreditor AgreementsAgreement. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each Agreement as the same may be in effect or may be amended from time to time in accordance with its their terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement; provided, however, that if any of the other provisions of the Collateral Documents and this Indenturelimit, qualify or conflict with the duties imposed by the provisions of the TIA, the applicable Intercreditor Agreement TIA shall control. The Company Issuer shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 18.0112.1, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company The Issuer and the Note Guarantors Restricted Parent Guarantor shall, at their sole expenseand shall cause the Subsidiaries of the Restricted Parent Guarantor to, execute take any and all further documents, financing statements actions and make all filings (including the filing of UCC and PPSA financing statements, continuation statements and amendments thereto) required to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by cause the Collateral Documents in to create and maintain, as security for the Collateral; provided that for so long as there are outstanding any Credit Facility ObligationsObligations of the Issuer, no actions shall be required to be taken with respect the Restricted Parent Guarantor and the other Guarantors to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created Secured Parties under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date)this Indenture, the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and Notes, the judgment of Note Guarantees, the Credit Intercreditor Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood , a valid and agreed that prior enforceable perfected Lien and security interest in and on all of the Collateral (subject to the discharge terms of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Intercreditor Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents), in favor of the Collateral Agent for the benefit of the Holders and the Trustee subject to no Liens other than Permitted Liens.

Collateral Documents. (a) The due and punctual payment of the principal of, premium premium, if any, and interest on the Notes and Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and Guarantees and performance of all other obligations Obligations of the Company Issuers and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent Noteholder Secured Parties under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes the Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company Issuers and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and Noteholder Secured Parties pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, Agreements as each as may be in effect or may be amended from time to time in accordance with its their terms and this IndentureIndenture and the Intercreditor Agreements, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, Documents and the Intercreditor Agreements and authorizes and directs the Trustee to enter into the Pari Passu Intercreditor Agreement and authorizes and directs each of the ABL Intercreditor Agreement on Notes Collateral Agent and the Issue Date, Trustee to perform its respective obligations and exercise its respective rights under and in accordance with the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and Agreements to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall controlwhich it is a party. The Company Issuers and the Guarantors shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the |US-DOCS\143900591.2|| Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 18.0113.01, to assure and confirm to the Notes Collateral Agent the first-priority security interest in the Collateral contemplated herebyCollateral, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company The Issuers and the Note Guarantors shall, at their sole expenseand the Company shall cause its Subsidiaries to, execute take any and all further documentsactions and make all filings, financing statements registrations and recordations (including the filing of UCC financing statements, continuation statements and amendments thereto) required to financing statements)cause the Collateral Documents to create, agreements perfect and instrumentsmaintain, as security for the Obligations of the Issuers and take the Guarantors to the Noteholder Secured Parties under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, a valid and enforceable perfected Lien and security interest in and on all further action that may be required under applicable law, or that of the Trustee or Collateral (subject to the Notes terms of the Intercreditor Agreements and the Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such requestDocuments), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment favor of the Notes Collateral Agent for the benefit of the Noteholder Secured Parties subject to no Liens other than Permitted Liens. For the avoidance of doubt, the Trustee and Notes Collateral Agent shall not have a Lien on the Excluded Assets. Subject to the applicable limitations set forth in respect of such matters under this Indenture and the Collateral Documents. It is understood Documents and agreed that prior to the discharge of the ABL Obligationsherein, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquiredi) if, after the Issue Completion Date, any material assets (other than Excluded Assets), are acquired by either Issuer or are held by any Subsidiary on or after the time it becomes a Guarantor hereunder (other than assets constituting Collateral under a Collateral Document that becomes subject to the Lien created by such Collateral Document upon acquisition thereof or assets constituting Excluded Assets), the Company will notify the Notes Collateral Agent thereof, and, (ii) if the Company has granted a security interest in such asset to the Senior Credit Facilities Collateral Agent to secure the Senior Credit Facilities Obligations, the Company will cause such assets to be subjected to a Lien securing the Secured Obligations and will take and cause the Issuers to take, such actions as shall be deemed to necessary or as may be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of reasonably requested by the Notes Collateral Agent in respect to grant and perfect such Liens, all at the expense of such matters under this Indenture and the Collateral DocumentsIssuers.

Collateral Documents. (a) The due and punctual payment of the principal of, premium and interest interest, on the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations Indenture Obligations of the Company Issuer and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes the Indenture Obligations, subject to the terms of the First Lien Intercreditor AgreementsAgreement. The Trustee, the Company Trustee and the Note Guarantors Issuer hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) security interest for the benefit of the Holdersitself, the Trustee Holders and the Notes Collateral Agent Trustee and pursuant to the terms of this Indenture and the Collateral Documents and the Intercreditor AgreementsDocuments. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreements, each Agreement as the same may be in effect or may be amended from time to time in accordance with its their terms and this IndentureIndenture and the First Lien Intercreditor Agreement, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In Subject to the event of conflict between an Intercreditor Agreement, any of the other Applicable Collateral Documents and this IndentureLimitations, the applicable Intercreditor Agreement shall control. The Company Issuer shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral DocumentsDocuments to which the Collateral Agent is a party, 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 18.011501, to assure and confirm provide to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, hereby and/or by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this the Indenture and of the Notes Obligations secured herebyhereby or thereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject Subject to the Pari Passu Intercreditor AgreementApplicable Collateral Limitations, the Company and the Note Guarantors Issuer shall, at their sole expenseand shall cause the Subsidiaries of the Issuer to, execute take any and all further documents, financing statements actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to financing statements)cause the Collateral Documents to create and maintain, agreements as security for the Indenture Obligations of the Issuer and instrumentsthe Guarantors to the First Lien Notes Secured Parties, a valid and take enforceable perfected (or any analogous concept to the extent perfection does not apply in the relevant jurisdiction) Lien and security interest in and on all further action that may be required under applicable law, or that of the Trustee or Collateral (subject to terms of the Notes First Lien Intercreditor Agreement and the other Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such requestDocuments), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority favor of the Collateral Agent for the benefit of itself, the Holders and the Trustee subject to no Liens and security interests created or intended to be created other than Liens permitted by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documentsSection 1010 hereof. (b) It is understood and agreed that prior Notwithstanding any provision hereof to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date)contrary, the Notes provisions of this Article Fifteen are qualified in their entirety by the Applicable Collateral Agent Limitations and neither the Issuer nor any Guarantor shall be deemed required pursuant to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and or any Collateral Document to take any action limited by the Applicable Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral DocumentsLimitations.

Collateral 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 an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Company and the Note Guarantors to the Holders, Holders of Notes or the Trustee or the Notes Collateral Agent under this Indenture, Indenture and the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall will be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. Each HolderHolder of Notes, by accepting a Noteits acceptance thereof, consents and agrees to the terms of this Indenture and the terms of the Collateral Documents (including including, without limitation, the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) and as the Intercreditor Agreements, each as same may be in effect or may be amended from time to time in accordance with its terms and this Indenture, and authorizes and directs the Notes Collateral Agent (and the Trustee, if applicable) to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall will deliver to the Notes Collateral Agent Trustee copies of all documents required delivered to be filed the Collateral Agent pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the next sentence provisions of this Section 18.01the Collateral Documents, to assure and confirm to the Notes Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On The Company will take, and will cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Company hereunder, a valid and enforceable perfected first priority Lien (which Lien shall be subordinated in the future to any First Lien Obligations pursuant to the terms of the Intercreditor Agreement upon the entry by the Company or following a Guarantor into a Senior Credit Facility) in and on all the Issue Date Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes, superior to and prior to the rights of all third Persons and subject to the Pari Passu Intercreditor Agreement, the Company and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the no Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documentsthan Permitted Liens. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents.

Collateral Documents. (a) The due and punctual payment of the principal of, of and interest and premium and interest Liquidated Damages, if any, on the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, of and interest and premium and interest Liquidated Damages (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Company Issuers and the Note Guarantors to the Holders, Holders of Notes or the Trustee or the Notes Collateral Agent under this Indenture, Indenture and the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be are secured as provided in the Collateral Documents, Documents which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company Issuers and the Note Guarantors hereby acknowledge and agree that have entered into prior to or simultaneously with the Notes Collateral Agent holds the Collateral in trust execution of this Indenture (orincluding, as the case may bewithout limitation, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the Intercreditor Agreementslisted on Exhibit G hereto). Each HolderHolder of Notes, by accepting a Noteits acceptance thereof, consents and agrees to the terms of the Collateral Documents (including including, without limitation, the provisions providing for foreclosure and release of Collateral and limitations on exercise of rights and remedies) as the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each as same may be in effect or may be amended from time to time in accordance with its the terms of this Indenture and this Indenture, the Collateral Documents and authorizes and directs the Notes Collateral Agent Trustee to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents The Issuers and this Indenture, the applicable Intercreditor Agreement shall control. The Company Guarantors shall deliver to the Notes Collateral Agent Trustee copies of all documents required delivered to be filed the Collateral Agent pursuant to the Collateral Documents, Documents and will the Issuers shall do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the next sentence provisions of this Section 18.01the Collateral Documents, to assure and confirm to the Notes Collateral Agent Trustee the security interest interests in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available (subject to the terms of the Intercreditor Agreement) for the security and benefit of this Indenture and of Indenture, the Notes and the Note Guarantees secured herebyby the Collateral Documents, according to the intent and purposes herein therein expressed. On or following the Issue Date and subject Subject to the Pari Passu terms of the Intercreditor Agreement, the Company Issuers shall take, and shall cause the Note Guarantors shallRestricted Subsidiaries that are party to one or more Collateral Documents to take, at their sole expenseupon request of the Trustee, execute any and all further documents, financing statements (including continuation statements actions reasonably required to cause the Collateral Documents to create and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue as security for the perfection of) the validity and priority Obligations of the Liens Issuers hereunder and security interests created or intended to be created of the Guarantors under the Note Guarantees, a valid and enforceable perfected Lien of the priority required by the Collateral Documents in and on all the Collateral; provided that , in favor of the Trustee for so long as there are outstanding any Credit Facility Obligationsthe benefit of the Holders of Notes, no actions shall be required superior to be taken with respect and prior to the perfection rights of all third Persons, in each case, equal and ratable with the Liens securing the obligations under the Credit Agreement and subject to Permitted Liens and the terms of the security interests in Intercreditor Agreement. For the Collateral avoidance of doubt, the obligations of the Issuers and the Guarantors under this Indenture and the Notes are not secured by the deeds of trust entered into prior to the extent such actions are not required date hereof to be taken with respect to secure the Credit Agreement. Such security interest and Liens will be created under , the Collateral Documents and other security agreements and other instruments and documents2014 Notes, the 2017 Notes, or the 2020 Notes, nor are the Notes secured by the deeds of trust entered into as of the date hereof to secure the Credit Agreement. (b) It is understood Without limiting the generality of the foregoing, each Holder by accepting a Note agrees that, as described in the Deeds of Trust and agreed that prior the Pledge and Security Agreement, each of the Deeds of Trust and Pledge and Security Agreement and any other document or instrument pursuant to which the Issuers or any Affiliate thereof from time to time grants a Lien to the discharge Trustee or the Holders or an agent or representative on their behalf to secure their obligations hereunder (collectively, the “Security Documents”) are “Shared Security Documents,” and that the Trustee is authorized and directed by each Holder to treat and the Trustee and each such Holder agrees that it will treat the same as “Shared Security Documents” under and as defined in the Intercreditor Agreement and subject to the terms thereof for all purposes, including without limitation, for purposes of amending, modifying, varying or waiving any provision thereof, releasing any collateral thereunder, exercising any rights or remedies thereunder, directing the Collateral Agent thereunder to take any action thereunder or with respect thereto, removing the Collateral Agent and for purposes of sharing the proceeds of the collateral thereunder with the other First Lien Secured Parties. In furtherance of the foregoing, the Trustee shall (and is hereby authorized to) take or instruct the Collateral Agent thereunder to take such actions under the Security Documents or related thereto as requested by the Required Secured Parties from time to time, and notwithstanding any provision in this Indenture to the contrary, unless all debt secured by the Security Documents has been Discharged, the Trustee will not release or instruct the Collateral Agent thereunder to release any Collateral unless such release has been consented to by each other Project Credit Facility ObligationsParty or such Collateral has been released from the Lien securing the obligations owed to all other First Lien Secured Parties. The Holders hereby designate and direct the Trustee to designate, and the Trustee hereby designates Deutsche Bank Trust Company Americas as its collateral agent to act as specified in and under the Intercreditor Agreement, this Indenture, the Security Documents and any other such documents or instruments entered into by Deutsche Bank Trust Company Americas (and its successors) as the collateral agent for the benefit of the Trustee and the Holders. In addition, regardless of whether required by the Intercreditor Agreement, each Holder hereby agrees that to the extent that the Credit Holders obtain a recovery under a title insurance policy that insures the Deeds of Trust, and such recovery would result in the Holders receiving a greater percentage recovery on the Notes (relative to the outstanding principal amount of the Notes) than the corresponding percentage recovery that will be obtained by the other First Lien Secured Parties that are parties to (or whose representative is party to) the Intercreditor Agreement Collateral Agent is satisfied as of the date of this Indenture (after giving effect to Section 8 of the Intercreditor Agreement and the title insurance proceeds received by such other First Lien Secured Parties from their policies of title insurance) in connection with the exercise of remedies or agrees other event or loss that gave rise to any deliveries or documents required to be provided in respect the recovery obtained by the Holders, then the Holders will turn over a portion of any matters relating such proceeds to the Collateral or makes any determination Agent for distribution to such other First Lien Secured Parties in respect of any matters relating amounts necessary to ensure that each such party receives a similar percentage recovery (relative to the Collateral (including, without limitation, extensions outstanding principal amount of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with First Lien Secured Obligations then held by such deliveries and/or documents party) from such proceeds. The Issuers and the judgment Guarantors hereby consent to the foregoing provisions. Each Project Credit Party is an express beneficiary of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture Section 10.01(b) and the Collateral Documents. It is understood and agreed that prior to provisions of this Section 10.01(b) may not be amended or modified without the discharge consent of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL each Project Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral DocumentsParty.

Collateral Documents. (a) 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 an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations Obligations of the Company Issuers and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Pari Passu Intercreditor Agreements Agreement and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which the Issuers and the Guarantors will enter into on the Issue Date and which define the terms of the Liens that secure Notes Obligationsthe Obligations under the Notes, subject to the terms of the Pari Passu Intercreditor Agreements. Agreement. (b) The Trustee, the Company Issuers and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the Pari Passu Intercreditor AgreementsAgreement. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Pari Passu Intercreditor AgreementsAgreement, each as may be in effect or may be amended from time to time in accordance with its their terms and this Indenture, and authorizes and directs the Notes Collateral Agent and the Trustee, as applicable, to enter into the Collateral Documents, Documents and the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and and, at any time after the Collateral Documents and Issue Date, if applicable, the Permitted Junior Lien Intercreditor Agreement, if anyand any joinders to the foregoing to which it is a party, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. . (c) The Company Issuers shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 18.0112.01(c), to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company Issuers and the Note Guarantors shallshall execute, acknowledge, deliver, record or file or cause to be executed, acknowledged, delivered, recorded or filed, at their sole its expense, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, make all filings (including filings of financing statements under the UCC (or foreign equivalent) and continuation statements and amendments to such financing statements that may be necessary to continue the effectiveness of such financing statements), and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), law in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Obligations under the Credit Facility ObligationsAgreement, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken taken, and have not been taken, with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements agreements, mortgages and other instruments and documents. (bd) It is understood and agreed that prior to the discharge The terms of the Credit Facility Obligations, to Pari Passu Intercreditor Agreement are hereby ratified and approved by the extent that Trustee on its own behalf and on behalf of the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided Holder in respect all respects and the Trustee on its own behalf and on behalf of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), Holders directs the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and bind itself to the judgment term thereof on behalf of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral DocumentsHolders.

Collateral Documents. (a) 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 an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations of the Company and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the Intercreditor AgreementsDocuments. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements), each as may be in effect or may be amended from time to time in accordance with its terms and this Indenture, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement Documents on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 18.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor AgreementDate, the Company and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral each case, to the extent such actions are not required to be taken with respect pursuant to the Credit AgreementCollateral Documents. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents.

Collateral Documents. (a) The due and punctual payment of the principal of, premium premium, interest, the Waiver Fee and interest any Make-Whole Amounts and other amounts comprising the Applicable Redemption Amount on the Convertible Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Convertible Notes (to the extent permitted by Law) and performance of all each and every other obligations obligation of every nature of the Company Issuer and the Note Guarantors to the Holders, the Trustee Holders or the Notes Collateral Agent under this IndentureAgreement, the Convertible Notes, the Note Guarantees, the Intercreditor Agreements Collateral Documents and the Collateral other Note Documents, according to the terms hereunder or thereunderthereunder (any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the Note Documents (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding)), and any other amounts due under, the Convertible Notes and the other Note Documents when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) regardless of how such obligation, liability or amount arises or by what agreement or instrument it may be evidenced, whether or not it is or may be direct, indirect, matured, unmatured, absolute, contingent, primary, secondary, liquidated, unliquidated, disputed, undisputed, joint, joint and several, legal, equitable, secured or unsecured, and whether or not any claim for such obligation is discharged, stayed or otherwise affected by any proceeding under any Debtor Relief Law (collectively including the Guaranteed Obligations, the “Obligations”), shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes the Obligations, subject to the terms of the Intercreditor and Subordination Agreements. The TrusteeWithout limiting the generality of the foregoing, the Company Obligations of each Note Party include (a) the obligation (irrespective of whether a claim therefor is allowed in a proceeding under any Debtor Relief Law) to pay principal, interest, fees, expenses, prepayment premiums, any Backstop Fee, Administration Fee, Fundamental Change of Control Repurchase Price, Waiver Fee or other Applicable Redemption Amount or Make-Whole Amount and/or Attorneys’ Fee (including, in each case as defined in the Term Loan Credit Agreement, any Applicable Prepayment Premium, End of Term Fee, Administration Fee, Origination Fees, Waiver Fee and/or Attorneys’ Fees) and disbursements, indemnities and other amounts payable by such Person under the Note Guarantors Documents or the Term Loan Documents (other than the “Warrant” as defined in the “Initial Credit Agreement” as defined in the Term Loan Credit Agreement), (b) the obligation to pay all costs and expenses incurred by the Collateral Agent and/or any other Secured Party to obtain, preserve, perfect and enforce the security interest granted herein and to maintain, preserve and collect the property subject to the security interest, including but not limited to all reasonable Attorneys’ Fees and expenses of any Secured Party to enforce any Obligations whether or not by litigation and (c) the obligation to reimburse any amount in respect of any of the foregoing that any Secured Party (in its reasonable discretion pursuant to the terms of this Agreement or any other Note Document or Term Loan Document) may elect to pay or advance of behalf of such Note Party. The parties hereto hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral as defined in each of the Collateral Documents in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee Collateral Agent and the Notes Collateral Agent Holders and pursuant to the terms of the Collateral Documents and the Intercreditor Agreementsand Subordination Agreements (if any). Each HolderHolder (including the Purchasers), by accepting a Convertible Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each and Subordination Agreements (if any) as the same may be in effect or may be amended from time to time in accordance with its their terms and this IndentureAgreement and the Intercreditor and Subordination Agreements (if any), and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Note Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and Subordination Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. In The Issuer on its own behalf or on the event of conflict between an Intercreditor Agreement, any behalf of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company Guarantors shall deliver (or cause to be delivered) to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 18.0111.4, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents and the other Note Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture Agreement and of the Convertible Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company and the The Note Guarantors shall, at their sole expense, execute Parties shall take any and all further documents, financing statements actions and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) required to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by cause the Collateral Documents in to create and maintain, as security for the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect Obligations of the Issuer and the Guarantors to the perfection of Collateral Agent, the security interests in Purchasers, the Collateral to Holders and any other Secured Parties under this Agreement, the extent such actions are not required to be taken with respect to Convertible Notes, the Credit Agreement. Such security interest and Liens will be created under Note Guarantees, the Collateral Documents and other the Note Documents, a valid and enforceable perfected Lien and security agreements interest in and other instruments and documents. (b) It is understood and agreed that prior on all of the Collateral intended to be granted pursuant to the discharge terms of the Credit Facility Obligations, Collateral Documents (subject to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment terms of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture Intercreditor and Subordination Agreements and the Collateral Documents. It is understood and agreed that prior to the discharge ), in favor of the ABL Obligations, to the extent that the ABL Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment benefit of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture Holders and the Collateral DocumentsAgent subject to no Liens other than Permitted Liens. In addition, in the event the Issuer or any Guarantor takes any action to grant or perfect a Lien in favor of the Secured Parties (as defined in the Term Loan Credit Agreement) in any assets, the Issuer or such Guarantor shall also take such action to grant or perfect a Lien in favor of the Collateral Agent without request of the Collateral Agent.

Collateral Documents. (a) The due and punctual payment of the principal of, premium and premiums on, if any, interest on on, or Liquidated Damages on, if any, the Senior Secured Discount Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and premiums on, if any, interest on and Liquidated Damages on, if any (to the extent permitted by law), on the Senior Secured Discount Notes and performance of all other obligations of the Company to the Holders of Senior Secured Discount Notes or the Trustee under this Indenture and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Senior Secured Discount Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, Documents which define the terms Company has entered into simultaneously with the execution of the Liens that secure Notes Obligations, subject this Indenture and any Collateral Documents to be entered into subsequent to the terms date of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and this Indenture pursuant to the terms of the Collateral Documents and the Intercreditor Agreementshereof. Each HolderHolder of Senior Secured Discount Notes, by accepting a Noteits acceptance thereof, consents and agrees to the terms of the each Collateral Documents Document (including including, without limitation, the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) and as the Intercreditor Agreements, each as same may be in effect or may be amended from time to time in accordance with its terms and this Indenture, and authorizes and directs the Notes Collateral Agent Trustee, as agent for the ratable benefit of the Holders to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the next sentence provisions of this Section 18.01the Collateral Documents, to assure and confirm to the Notes Collateral Agent Trustee the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Secured Discount Notes secured hereby, according to the intent and purposes herein expressed. On The Company shall take, or following shall cause its Subsidiaries to take, upon request of the Issue Date and subject to the Pari Passu Intercreditor AgreementTrustee, the Company and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments actions reasonably required to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by cause the Collateral Documents in to create and maintain, as security for the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection Obligations of the security interests in Company under this Indenture, the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest Senior Secured Discount Notes and Liens will be created under the Collateral Documents and other security agreements the Obligations of the Subsidiaries under the Collateral Documents, a valid and other instruments enforceable perfected first priority Lien in and documents. (b) It is understood on all the Collateral, in favor of the Collateral Agent for the benefit of the Holders of Senior Secured Discount Notes, superior to and agreed that prior to the discharge rights of all third Persons and subject to no other Liens than Permitted Liens permitted by the Credit Facility Obligations, to the extent that the Credit Agreement applicable Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral DocumentsDocument.

Collateral Documents. (a) 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 an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations of the Company and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Collateral DocumentsObligations, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Notes Obligations, subject to the terms of the First Priority/Second Priority Intercreditor Agreementsand Subordination Agreement. The Trustee, Trustee and the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds Agent’s security interest in the Collateral in trust (or, as the case may be, as direct representative) is for the benefit of the Holders, the Trustee and the Notes Collateral Agent Secured Parties and pursuant to the terms of the Collateral Documents and the First Priority/Second Priority Intercreditor Agreementsand Subordination Agreement. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Priority/Second Priority Intercreditor Agreements, each and Subordination Agreement as the same may be in effect or may be amended from time to time in accordance with its their terms and this IndentureIndenture and the First Priority/Second Priority Intercreditor and Subordination Agreement, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior First Priority/Second Priority Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and Subordination Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 18.0110.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following The Company shall, and shall cause the Issue Date and subject to the Pari Passu Intercreditor Agreement, Subsidiaries of the Company and the Note Guarantors shallto, at their sole expense, execute take any and all further documents, financing statements actions and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) required to financing statementscause the Collateral Documents to create and maintain, as security for the Notes Obligations in favor of the Collateral Agent for the benefit of the Holders and the Trustee, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Priority/Second Priority Intercreditor and Subordination Agreement and the Collateral Documents), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither subject to no Liens other than Permitted Liens. Neither the Trustee nor the Notes Collateral Agent is under shall have any obligation responsibility or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including liability in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents actions and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documentsfilings.

Collateral Documents. (a) 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 an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations of the Company and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each as may be in effect or may be amended from time to time in accordance with its terms and this Indenture, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL North America Intercreditor Agreement on the Issue Date, and the Collateral Documents and the any Permitted Junior ABL EMEA Intercreditor Agreement and any Permitted First Lien Second Lien Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of #96856656v2 this Section 18.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents.

Collateral Documents. (a) The due Each Lender hereby further authorizes the Collateral Agent, on behalf of and punctual payment for the benefit of Lenders, to be the principal of, premium agent for and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance representative of all other obligations of the Company and the Note Guarantors Lenders with respect to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents. Subject to Section 9.4, according to the terms hereunder without further written consent or thereunderauthorization from Lenders, shall be secured as provided in the Collateral DocumentsAgent, which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each as may be in effect or may be amended from time to time in accordance with its terms and this Indenture, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required upon direction by the next sentence of this Section 18.01Directing Agent, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company and the Note Guarantors shall, at their sole expense, may execute any and all further documents, financing statements (including continuation statements and amendments documents or instruments necessary to financing statements), agreements and instruments, and take all further action release any Lien encumbering any item of Collateral that may be required under applicable law, is the subject of a sale or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority other disposition of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral assets permitted hereby (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, a Securitization Transaction or Subsidiaries formed a Secondary Transfer Transaction pursuant to Section 5.15) or acquired, after the Issue Date), the Notes Collateral to which Directing Agent shall (or such other Lenders as may be deemed required to be satisfied with give such deliveries and/or documents and the judgment consent under Section 9.4) have otherwise consented. Anything contained in any of the Credit Agreement Collateral Agent in respect of Documents to the contrary notwithstanding, the Borrower, the Agents and each Lender hereby agree that (i) no Lender shall have any such matters under the Credit Agreement shall be deemed right individually to be the judgment realize upon any of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is Collateral, it being understood and agreed that prior to all powers, rights and remedies hereunder may be exercised solely by Collateral Agent, on behalf of Lenders in accordance with the discharge terms hereof and all powers, rights and remedies under the Collateral Documents may be exercised solely by Collateral Agent, and (ii) in the event of a foreclosure by the Collateral Agent on any of the ABL ObligationsCollateral pursuant to a public or private sale, to the extent that Collateral Agent or any Lender may be the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect purchaser of any matters relating to the ABL Priority or all of such Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of at any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture sale and the Collateral DocumentsAgent, as agent for and representative of the Secured Parties shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations or any other amount due hereunder as a credit on account of the purchase price for any Collateral payable by the Collateral Agent at such sale. On the date on which all Revolving Loans have been paid in full and the Lenders have no Commitments, the Directing Agent shall direct and authorize the Collateral Agent, at the expense and request of the Borrower, to execute such agreements and other instruments as may be necessary to release and discharge all Liens encumbering the Collateral or record the effects of such release or discharge in any office where the Security Agreements may be registered or recorded.

Collateral Documents. (a) The due and punctual payment of the principal of, premium and Liquidated Damages, if any, and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest and Liquidated Damages (to the extent permitted by law), if any, on the Notes and performance of all other obligations Obligations of the Company and the Note Guarantors to the Holders, Holders of Notes or the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements Subsidiary Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral owned by the Company or the Guarantor executing such Collateral Documents, respectively, whether now owned or hereafter acquired as provided in the Collateral Documents, which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. Each HolderHolder of Notes, by accepting a Noteits acceptance thereof, consents and agrees to the terms of the Collateral Documents (including including, without limitation, the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) and as the Intercreditor Agreements, each as same may be in effect or may be amended from time to time in accordance with its terms and this Indenture, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations Obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company and the Guarantors shall deliver to the Notes Collateral Agent Trustee copies of all documents required delivered to be filed the Collateral Agent (if the Collateral Agent is not also the Trustee) pursuant to the Collateral Documents, and will shall do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the next sentence provisions of this Section 18.01the Collateral Documents, to assure and confirm to the Notes Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On The Company shall take, or following shall cause the Issue Date Guarantors to take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Company and Guarantors hereunder, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes, superior to and prior to the rights of all third Persons and subject to no other Liens than Permitted Liens. So long as no Event of Default shall have occurred and be continuing, and subject to this Indenture and the terms of the Collateral Documents, the Company and its Restricted Subsidiaries will be entitled to receive all cash dividends, interest and other payments made upon or with respect to the Collateral pledged by them and to exercise any voting and other consensual rights pertaining to the Collateral pledged by them. Upon the occurrence and during the continuance of an Event of Default, and subject to the Pari Passu Intercreditor Agreementprior approval of Nevada Gaming Authorities, (a) all rights of the Company and the Note Guarantors shallits Restricted Subsidiaries to exercise such voting or other consensual rights will cease, at their sole expense, execute any and all further documentssuch rights will become vested in the Collateral Agent, financing statements (including continuation statements and amendments which, to financing statements), agreements and instruments, and take all further action that may be required under applicable the extent permitted by law, or that will have the Trustee or the Notes Collateral Agent may reasonably request sole right to exercise such voting and other consensual rights and (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection ofb) the validity and priority all rights of the Liens Company and security interests created its Restricted Subsidiaries to receive all cash dividends, interest and other payments made upon or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection Collateral will cease and such cash dividends, interest and other payments will be paid to the Collateral Agent, and (c) the Collateral Agent may sell the Collateral or any part thereof in accordance with the terms of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit AgreementDocuments. Such security interest and Liens will be created All funds distributed under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to received by the discharge Collateral Agent for the benefit of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect Holders of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall will be deemed to be satisfied with such deliveries and/or documents and distributed by the judgment of the Credit Agreement Collateral Agent in respect accordance with the provisions of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral DocumentsIndenture.

Collateral Documents. (a) 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 an Interest Payment Date, at maturityStated Maturity, by acceleration, repurchase, redemption acceleration or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations of the Company and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes and the Note Security Documents, whether for payment of principal of, premium, if any, or interest on the Notes, the Guaranteesexpenses, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder indemnification or thereunderotherwise, shall be secured as provided in the Collateral Note Security Documents, which define the terms of the Liens that secure Notes the Note Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, Trustee and the Company and the Note Guarantors hereby acknowledge and agree that the Notes Note Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the HoldersSecured Parties, the Trustee in each case pursuant and the Notes Collateral Agent and pursuant subject to the terms of the Collateral Note Security Documents and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral 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 its terms and this Indenturetheir terms, and authorizes and directs the Notes Note Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Note Security Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. In Pursuant and subject to the event of conflict between an Intercreditor Agreement, any terms of the other Collateral Note Security Documents and this Indenturethe Intercreditor Agreements, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Note Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 18.0111.1, to reasonably assure and confirm to the Notes Note Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Note Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following The Company shall, and shall cause each of the Issue Date Guarantors to, use commercially reasonable efforts to take any and all actions reasonably necessary to cause the Note Security Documents to create and maintain, as security for the Note 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 Pari Passu terms of the Intercreditor AgreementAgreements, the Company including making all filings and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements recordings (including filings of continuation statements and amendments to financing statements), agreements and instruments, and take all further action 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 under applicable law, by the Note Security Documents or that the Trustee or the Notes Note Collateral Agent may reasonably request (it being understood that neither to the Trustee nor extent required under the Notes Collateral Agent is under any obligation or duty to make such request), Note Security Documents) in order to grantcreate, preserve, maintainvalidate, protect maintain and perfect (or continue at the perfection ofsole cost and expense of the Company and the Guarantors) the validity security interest and priority of the Liens and security interests created or intended to be liens created by the Collateral Note Security Documents in the Collateral; provided that for so long Collateral as there are outstanding a perfected security interest, in each case other than with respect to any Credit Facility Obligations, no actions shall be Collateral the lien or security interest in or on which is not required to be taken 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 3.5. The Trustee and Note Collateral Agent shall have no obligation to give, execute, deliver, file, record, authorize or obtain any financing statements, notices, instruments, documents, agreements, consents or other papers as shall be necessary to (i) create, preserve, perfect, continue, maintain or validate the security interest granted in and on all of the Collateral in favor of the Note Collateral Agent for the benefit of the Secured Parties or (ii) enable the Note Collateral Agent to exercise and enforce its rights under the Note Security Documents with respect to such pledge and security interest. In addition, the Trustee and Note Collateral Agent shall have no responsibility or liability (i) in connection with the acts or omissions of the Company in respect of the foregoing or (ii) for or with respect to the perfection legality, validity and enforceability of the any security interests interest created in the Collateral to or the extent perfection and priority of such actions are security interest. For the avoidance of doubt, if any Guarantor shall not required to be taken with respect to so maintain the Credit Agreement. Such security interest and Liens will be liens created under by the Collateral Note Security Documents and other as a perfected security agreements and other instruments and documents. interest as described therein (b) It is understood and agreed that prior to in the discharge case of the Credit Facility ObligationsPledge and Security Agreement, to as described in Section 2.02(c) or 3.02(d) thereof, as applicable) notwithstanding its use of commercially reasonable efforts, such failure shall not (by reason of the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect use of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall commercially reasonable efforts) be deemed to be satisfied in accordance with such deliveries and/or documents the terms of this Indenture or any of the Note Security Documents for purpose of clause (i) of the first parenthetical in Section 6.1(9) of this Indenture. The Company and the judgment 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 Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Note Security Documents.