Common use of INDENTURE AND SECURITY DOCUMENTS Clause in Contracts

INDENTURE AND SECURITY DOCUMENTS. The Issuer issued the Notes under an Indenture dated as of April 24, 2017 (the “Indenture”), between the Issuer, the Trustee and the Collateral Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the Issuer. The Initial Notes, the PIK Notes and any Additional Notes are treated as a single class of securities under the Indenture except as otherwise set forth therein. The Indenture imposes certain limitations on the ability of the Issuer and its Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Subsidiaries, issue or sell shares of capital stock of the Issuer and such Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. The Notes are secured by Note Liens on the Collateral pursuant to the Security Documents. The rights of the holders in the Collateral are subject to the terms of the Collateral Trust Agreement.

INDENTURE AND SECURITY DOCUMENTS. The Issuer issued the Notes under an Indenture Indenture, dated as of April 24October 5, 2017 2011 (the “Indenture”), between among the Issuer, the Trustee Guarantors party thereto and the Collateral Trustee. Capitalized terms used herein are used as defined in This Note is one of a duly authorized issue of Notes of the Indenture, unless otherwise indicatedIssuer. The terms of the Notes include those stated in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the holders (as defined in the Indenture) Holders are referred to the Indenture for a statement of such terms and provisionsterms. If and to To the extent that any provision of the Notes limits, qualifies or this Note conflicts with a provision the express provisions of the Indenture, such provision the provisions of the Indenture shall controlgovern and be controlling. The Following the Issue Date, the Notes and the related Note Guarantees are senior secured obligations of the Issuer. The Initial Notes, the PIK Notes and any Additional Notes are treated as a single class of securities under the Indenture except as otherwise set forth therein. The Indenture imposes certain limitations on the ability of the Issuer and its Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Subsidiaries, issue or sell shares of capital stock of the Issuer and such Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertyrelevant Guarantors. The Notes and the related Note Guarantees are secured by Note Liens on a pledge of the Collateral pursuant to the Security DocumentsDocuments referred to in the Indenture. The rights of Note Liens, which secure the holders in Notes and the Collateral related Note Guarantees, and the ABL Liens are subject to the terms of the Intercreditor Agreement. Each Holder, by accepting a Note agrees that the Note Liens and the ABL Liens are subject to the terms of the Intercreditor Agreement. The Holders, by accepting a Note, hereby authorize and direct the Trustee and the Collateral Trust AgreementAgent to enter into the Intercreditor Agreement on behalf of the Holders and agree that the Holders shall comply with the provisions of the Intercreditor Agreement applicable to them in their capacities as such to the same extent as if the Holders were parties thereto. The Indenture does not limit the aggregate principal amount of Notes that may be issued thereunder.

INDENTURE AND SECURITY DOCUMENTS. The Issuer issued the Notes under an Indenture dated as of April 24, 2017 (the “Indenture”), between the Issuer, the Trustee and the Collateral Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the Issuer. The Initial Notes, Notes and the PIK Notes and any Additional Notes are treated as a single class of securities under the Indenture except as otherwise set forth therein. The Indenture imposes certain limitations on the ability of the Issuer and its Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Subsidiaries, issue or sell shares of capital stock of the Issuer and such Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. The Notes are secured by Note Liens on the Collateral pursuant to the Security Documents. The rights of the holders in the Collateral are subject to the terms of the Collateral Trust Agreement.

INDENTURE AND SECURITY DOCUMENTS. The Issuer issued the Notes under an Indenture Indenture, dated as of April 24[ ], 2017 2012 (the “Indenture”), between among the Issuer, the Trustee Issuer and the Collateral Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms This Note is one of a duly authorized issue of Notes of the Issuer designated as its Senior Secured Second-Priority Notes include those stated in due 2018 (the Indenture“Notes”). The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that include any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall controlAdditional Notes. The Notes are senior secured obligations of the Issuer. The Initial Notes, the PIK Notes and any Additional Notes are treated as a single class of securities under the Indenture except as otherwise set forth thereinIndenture. The Indenture imposes certain limitations on the ability Each Holder, by accepting a Note, agrees to be bound by all of the Issuer terms and its Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Subsidiaries, issue or sell shares of capital stock provisions of the Issuer and such SubsidiariesIndenture, enter into or permit certain transactions as the same may be amended from time to time in accordance with Affiliates, create or Incur Liens and make Asset Salesits terms. The Indenture also imposes limitations on To the ability extent any provision of this Note conflicts with the express provisions of the Issuer to consolidate Indenture or merge with or into any other Person or conveyNote Document, transfer or lease all or substantially all the provisions of its propertythe Indenture shall govern and be controlling; provided, that to the extent any provision of this Note conflicts with the express provisions of the Intercreditor Agreement, if any, the provisions of such Intercreditor Agreement shall govern and be controlling. Following the Issue Date, the Notes are senior secured obligations of the Issuer. The Notes are secured by Note Liens on a pledge of the Collateral pursuant to the Security DocumentsDocuments referred to in the Indenture. The rights of Note Liens, which secure the holders in the Collateral Notes, are subject to the terms of the Intercreditor Agreement. Each Holder, by accepting a Note, agrees that the Note Liens are subject to the terms of the Intercreditor Agreement, if any. The Holders, by accepting a Note, hereby authorize and direct the Trustee and the Collateral Agent to enter into the Intercreditor Agreement, if any, on behalf of the Holders and agree that the Holders shall comply with the provisions of the Intercreditor Agreement, if any, applicable to them in their capacities as such to the same extent as if the Holders were parties thereto. The Indenture limits the aggregate principal amount of Notes that may be issued thereunder to $60.0 million. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust AgreementIndenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb) (the “TIA”), as in effect on the date of the Indenture. Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Holders of Notes are referred to the Indenture, the Note Documents, the Intercreditor Agreement and the TIA for a statement of them.

INDENTURE AND SECURITY DOCUMENTS. The Issuer Company issued the Notes under an Indenture dated as of April 24September 30, 2017 2013 (as amended or supplemented from time to time, the “Indenture”), between ) among the IssuerCompany, the Trustee Note Guarantors named therein and the Collateral Trustee. Capitalized terms used herein are used This Note is one of a duly authorized issue of notes of the Company designated as defined in the Indenture, unless otherwise indicatedits 6.000% Senior Secured Notes due 2033. The terms of the Notes include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended. The Notes are subject to all terms such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of such terms. Any term used in this Note that is defined in the Indenture shall have the meaning assigned to it in the Indenture. To the extent any provision of this Note conflicts with the express provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision provisions of the Indenture shall controlgovern and be controlling. The Notes are senior secured obligations of the IssuerCompany and the Note Guarantors. The Initial Notes, the PIK Notes and any Additional Notes the related guarantees are treated as secured on a single class first-priority basis (subject to certain permitted liens and except for certain excluded assets) by (i) all of securities under our existing and future equity interests in the Indenture except as otherwise set forth therein. The Indenture imposes certain limitations on Project Companies and all of Continental Wind Holding’s existing and future equity interests in the ability Company, (ii) the interests of the Issuer and its Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Subsidiaries, issue or sell shares of capital stock of the Issuer and such Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer to consolidate or merge with or into any other Person or convey, transfer or lease all or Project Companies in substantially all of its property. The Notes are secured by the Project Sites (as defined herein), including the leasehold interests therein, and improvements and fixtures thereon and all related easements, rights-of-way, servitudes, licenses and similar property rights, and (iii) substantially all of the Company and the Note Liens on the Collateral pursuant to Guarantors’ assets, other than Continental Wind Holding, as described in the Security Documents. The rights of the holders Documents referred to in the Collateral are subject to the terms of the Collateral Trust AgreementIndenture.

INDENTURE AND SECURITY DOCUMENTS. The Issuer issued the Notes this Series A Note under an Indenture Indenture, dated as of April 24December 19, 2017 2011 (the “Indenture”), between as amended by the First Supplemental Indenture, among the Issuer, the Trustee Guarantors and the Collateral Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms This Series A Note is one of a duly authorized issue of Notes of the Issuer designated as its Senior Secured Notes include those stated in due 2017 (the Indenture“Notes”). The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that include any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall controlAdditional Notes. The Notes are senior secured obligations of the Issuer. The Initial Notes, the PIK Notes and any Additional Notes are treated as a single class of securities under the Indenture Indenture, except as otherwise specifically set forth therein. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as the same may be amended from time to time in accordance with its terms. To the extent any provision of this Series A Note conflicts with the express provisions of the Indenture or any other Note Document, the provisions of the Indenture shall govern and be controlling; provided, that to the extent any provision of this Series A Note conflicts with the express provisions of the Intercreditor Agreement, if any, the provisions of such Intercreditor Agreement shall govern and be controlling. The Indenture imposes certain limitations on Notes and the ability related Note Guarantees are senior secured obligations of the Issuer and its Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Subsidiaries, issue or sell shares of capital stock of the Issuer and such Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertyrelevant Guarantors. The Notes and the related Note Guarantees are secured by Note Liens on a pledge of the Collateral pursuant to the Security DocumentsDocuments referred to in the Indenture and payment on each Note is Guaranteed on a senior secured basis by the Guarantors pursuant to Article XIII of the Indenture. The rights of Note Liens, which secure the holders in Notes and the Collateral related Note Guarantees are subject to the terms of the Intercreditor Agreement. Each Holder, by accepting a Note agrees that the Note Liens are subject to the terms of the Intercreditor Agreement, if any. The Holders, by accepting a Note, hereby authorize and direct the Trustee and the Collateral Agent to enter into the Intercreditor Agreement, if any, on behalf of the Holders and agree that the Holders shall comply with the provisions of the Intercreditor Agreement, if any, applicable to them in their capacities as such to the same extent as if the Holders were parties thereto. The Indenture does not limit the aggregate principal amount of Notes that may be issued thereunder. The terms of this Series A Note include those stated in the Indenture and those made part of the Indenture by reference to the Trust AgreementIndenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb) (the “TIA”), as in effect on the date of the Indenture. Notwithstanding anything to the contrary herein, this Series A Note is subject to all such terms, and Holders of Notes are referred to the Indenture, the Note Documents, the Intercreditor Agreement and the TIA for a statement of them.

INDENTURE AND SECURITY DOCUMENTS. The Issuer issued the Notes under an Indenture dated as of April 24March 29, 2017 2016 (the “Indenture”), between among the Issuer, the Trustee Guarantors named therein and the Collateral Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If ; in the event of any conflict between this Note and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision the terms of the Indenture shall controlgovern. The Notes and the Guarantees are secured obligations of the Issuer and the Guarantors, respectively. The Notes and the Guarantees are secured pursuant to the Security Documents referred to in the Indenture. The Notes are senior secured obligations of the Issuer. The Initial Notes, This Note is one of the PIK Notes and any Additional Notes are treated as a single class of securities under referred to in the Indenture except as otherwise set forth thereinIndenture. The Indenture imposes certain limitations on the ability of the Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. The Notes are secured by Note Liens To guarantee the due and punctual payment of the principal and interest, on the Collateral pursuant to Notes and all other amounts payable by the Security Documents. The rights of Issuer under the holders in Indenture and the Collateral are subject Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Collateral Trust AgreementNotes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured basis on the terms set forth in the Indenture.

INDENTURE AND SECURITY DOCUMENTS. The Issuer Company issued the Notes this Note under an Indenture dated as of April 24December •, 2017 2007 (as such may be amended, supplemented, waived and modified from time to time, the “Indenture”), between ) by and among the IssuerCompany, the Trustee guarantors party thereto and the Collateral Trustee. Capitalized The terms used herein are used as defined of this Note include those stated in the IndentureIndenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, unless otherwise indicatedas amended (“TIA”). The terms of the Indenture shall govern any inconsistencies between the Indenture and the Notes include those stated in or the Guarantee. The Notes are secured by the Collateral pursuant to the Security Documents and may be released pursuant to the terms thereof, subject to the terms of the Indenture. The Notes are subject Security Documents govern the rights in and to all terms and provisions the Collateral of the Indenture, holders from time to time of Indebtedness under the Exit Facility and Senior Facility and certain other Indebtedness and of the Trustee and the holders Holders. Without limiting the foregoing, each Holder, by accepting this Note, authorizes the Trustee on behalf of and for the benefit of each Holder, to be the agent for and representative of each Holder with respect to the Collateral and the Security Documents and authorizes the Trustee to appoint and direct the Collateral Trustee (as defined in the Indenture) are referred to be the agent for and representative of each Holder with respect to the Indenture for a statement of such terms Collateral and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall controlSecurity Documents. The Notes are senior secured obligations of the Issuer. The Initial NotesCompany of up to $305,236,000 in aggregate principal amount (excluding PIK Interest), subject to adjustment as provided in the PIK Notes and any Additional Notes are treated as a single class of securities under the Indenture except as otherwise set forth thereinIndenture. The Indenture imposes certain limitations on the ability of the Issuer and its Subsidiaries torestrictions on, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Subsidiaries, issue or sell shares of capital stock of the Issuer and such Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the Company’s ability of the Issuer to consolidate or merge with or into any other Person into, or convey, to transfer or lease all or substantially all of its property. The Notes are secured by Note Liens on the Collateral pursuant to the Security Documents. The rights of the holders in the Collateral are subject to the terms of the Collateral Trust Agreementassets to, another Person.

INDENTURE AND SECURITY DOCUMENTS. The Issuer issued the Notes this Series B Note under an Indenture Indenture, dated as of April 24December 19, 2017 2011 (the “Indenture”)) , between as amended by the First Supplemental Indenture, among the Issuer, the Trustee Guarantors and the Collateral Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms This Series B Note is one of a duly authorized issue of Notes of the Issuer designated as its Senior Secured Notes include those stated in due 2017 (the Indenture“Notes”) and Senior Secured Notes Series B due 2017 (the “Series B Notes”). The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that include any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall controlAdditional Notes. The Notes are senior secured obligations of the Issuer. The Initial Notes, the PIK Notes and any Additional Notes are treated as a single class of securities under the Indenture Indenture, except as otherwise specifically set forth therein. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as the same may be amended from time to time in accordance with its terms. To the extent any provision of this Series B Note conflicts with the express provisions of the Indenture or any other Note Document, the provisions of the Indenture shall govern and be controlling; provided, that to the extent any provision of this Series B Note conflicts with the express provisions of the Intercreditor Agreement, if any, the provisions of such Intercreditor Agreement shall govern and be controlling. The Indenture imposes certain limitations on Notes and the ability related Note Guarantees are senior secured obligations of the Issuer and its Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Subsidiaries, issue or sell shares of capital stock of the Issuer and such Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertyrelevant Guarantors. The Notes and the related Note Guarantees are secured by Note Liens on a pledge of the Collateral pursuant to the Security DocumentsDocuments referred to in the Indenture and payment on each Note is Guaranteed on a senior secured basis by the Guarantors pursuant to Article XIII of the Indenture. The rights of Note Liens, which secure the holders in Notes and the Collateral related Note Guarantees are subject to the terms of the Intercreditor Agreement. Each Holder, by accepting a Note agrees that the Note Liens are subject to the terms of the Intercreditor Agreement, if any. The Holders, by accepting a Note, hereby authorize and direct the Trustee and the Collateral Agent to enter into the Intercreditor Agreement, if any, on behalf of the Holders and agree that the Holders shall comply with the provisions of the Intercreditor Agreement, if any, applicable to them in their capacities as such to the same extent as if the Holders were parties thereto. The Indenture does not limit the aggregate principal amount of Notes that may be issued thereunder. The terms of this Series B Note include those stated in the Indenture and those made part of the Indenture by reference to the Trust AgreementIndenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb) (the “TIA”), as in effect on the date of the Indenture. Notwithstanding anything to the contrary herein, this Series B Note is subject to all such terms, and Holders of Notes are referred to the Indenture, the Note Documents, the Intercreditor Agreement and the TIA for a statement of them.

INDENTURE AND SECURITY DOCUMENTS. The Issuer issued the Notes under an Indenture dated as of April 24June 30, 2017 2016 (the “Indenture”), between among the Issuer, the Trustee Guarantors named therein and the Collateral Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders Holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If ; in the event of any conflict between this Note and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision the terms of the Indenture shall controlgovern. The Notes and the Guarantees are secured obligations of the Issuer and the Guarantors, respectively. The Notes and the Guarantees are secured pursuant to the Security Documents referred to in the Indenture. The Notes are senior secured obligations of the Issuer. The Initial Notes, This Note is one of the PIK Notes and any Additional Notes are treated as a single class of securities under referred to in the Indenture except as otherwise set forth thereinIndenture. The Indenture imposes certain limitations on the ability of the Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. The Notes are secured by Note Liens To guarantee the due and punctual payment of the principal and interest, on the Collateral pursuant to Notes and all other amounts payable by the Security Documents. The rights of Issuer under the holders in Indenture and the Collateral are subject Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Collateral Trust AgreementNotes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured basis on the terms set forth in the Indenture.

INDENTURE AND SECURITY DOCUMENTS. The Issuer issued the Notes under an Indenture Indenture, dated as of April 24December 19, 2017 2011 (the “Indenture”), between among the Issuer, the Trustee Guarantors and the Collateral Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms This Note is one of a duly authorized issue of Notes of the Issuer designated as its Senior Secured Notes include those stated in due 2017 (the Indenture“Notes”). The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that include any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall controlAdditional Notes. The Notes are senior secured obligations of the Issuer. The Initial Notes, the PIK Notes and any Additional Notes are treated as a single class of securities under the Indenture. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as the same may be amended from time to time in accordance with its terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture except as otherwise set forth thereinor any other Note Document, the provisions of the Indenture shall govern and be controlling; provided, that to the extent any provision of this Note conflicts with the express provisions of the Intercreditor Agreement, if any, the provisions of such Intercreditor Agreement shall govern and be controlling. The Indenture imposes certain limitations on Following the ability Issue Date, the Notes and the related Note Guarantees are senior secured obligations of the Issuer and its Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Subsidiaries, issue or sell shares of capital stock of the Issuer and such Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertyrelevant Guarantors. The Notes and the related Note Guarantees are secured by Note Liens on a pledge of the Collateral pursuant to the Security DocumentsDocuments referred to in the Indenture and payment on each Note is Guaranteed on a senior secured basis by the Guarantors pursuant to Article XIII of the Indenture. The rights of Note Liens, which secure the holders in Notes and the Collateral related Note Guarantees are subject to the terms of the Intercreditor Agreement. Each Holder, by accepting a Note agrees that the Note Liens are subject to the terms of the Intercreditor Agreement, if any. The Holders, by accepting a Note, hereby authorize and direct the Trustee and the Collateral Agent to enter into the Intercreditor Agreement, if any, on behalf of the Holders and agree that the Holders shall comply with the provisions of the Intercreditor Agreement, if any, applicable to them in their capacities as such to the same extent as if the Holders were parties thereto. The Indenture does not limit the aggregate principal amount of Notes that may be issued thereunder. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust AgreementIndenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb) (the “TIA”), as in effect on the date of the Indenture. Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Holders of Notes are referred to the Indenture, the Note Documents, the Intercreditor Agreement and the TIA for a statement of them.