Common use of Security Documents Clause in Contracts

Security Documents. (a) To secure the full and punctual payment when due and the full and punctual performance of the obligations of the Company and the Subsidiary Guarantors in respect of the Notes and this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shall, on the Issue Date: (1) enter into the Collateral Agreement and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and to perfect such Liens to the extent required by, and with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. (d) Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this Indenture, the Security Documents and the Intercreditor Agreement. (e) In the event that security interests in any of the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.

Security Documents. (a) To secure All filings and recordings necessary, in the full and punctual payment when due and the full and punctual performance opinion of the obligations of Administrative Agent, to perfect the Company and the Subsidiary Guarantors in respect of the Notes and this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shall, on the Issue Date: (1) enter into the Collateral Agreement and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder security interests contemplated to be delivered granted to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and to perfect such Liens to the extent required by, and with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. (d) Each Holder, by accepting a Note, consents and agrees to the terms of Secured Parties under the Security Documents entered into on shall have been made, and the Issue Date Administrative Agent shall have received evidence satisfactory to it that the Security Documents are in full force and effect and the Liens contemplated by the Security Documents are perfected and of first priority (except for any such prior Liens which are expressly permitted by this Agreement to be prior). The Administrative Agent shall have received: (i) Uniform Commercial Code search certificates from the jurisdictions in which Uniform Commercial Code financing statements are to be filed reflecting no other financing statements or from time filings which evidence Liens of other Persons in the Collateral which are prior to time thereafter (including the provisions providing for Liens granted to the possession, use, release and foreclosure of Collateral) as each may be amended from time to time Administrative Agent in accordance with their terms and this IndentureAgreement, the Security Documents and the Intercreditor Agreement.other Loan Documents, except for any such prior Liens (a) which are expressly permitted by this Agreement to be prior or (b) for which the Administrative Agent has received a termination statement; (eii) In except as otherwise provided in this Agreement, a control agreement for each bank at which the event that security interests in Borrower or any of its Subsidiaries maintains a deposit account, upon terms and provisions satisfactory to the Collateral are not created Administrative Agent, each appropriately completed, duly executed by such Loan Party, and the Administrative Agent and acknowledged by the depositary bank to which addressed; (iii) except as otherwise provided in this Agreement, a control agreement for each securities account at which the Borrower or any of its Subsidiaries maintains a securities account, upon terms and provisions satisfactory to the Issue DateAdministrative Agent, each appropriately completed, duly executed by such Loan Party, and the Administrative Agent and acknowledged by the securities intermediary to which addressed; (iv) such other documents, instruments and agreements as the Administrative Agent may reasonably request to create and perfect the Liens granted to the Administrative Agent or any Lender in this Agreement, the Company Security Documents and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Holders in their sole discretion).Loan Documents; and (fv) Each Holder, by accepting such other evidence as the Notes, is deemed Administrative Agent may request to acknowledge that, as more fully set forth in establish that the Security Documents, Liens granted to the Collateral as now or hereafter constituted shall be Agent for the benefit of all the HoldersSecured Parties in this Agreement, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted other Loan Documents are perfected and prior to the Liens of other Persons in the Security Documents relating Collateral, except for any such Liens which are expressly permitted by this Agreement to the Notes in respect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunderprior.

Security Documents. (a) To secure the full 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 full overdue principal of, premium and punctual performance of the obligations of the Company and the Subsidiary Guarantors in respect of interest on the Notes and this Indenture (including performance of all other Obligations of the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shall, on the Issue Date: (1) enter into the Collateral Agreement and deliver Issuer to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) fileHolders, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and to perfect such Liens to the extent required by, and with the priority required byunder this Indenture, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) Notes and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject according to the terms of hereunder or thereunder, shall be secured as provided in the Intercreditor Agreement Security Documents. The Trustee, the Issuer and the Security Documents Grantor hereby acknowledge and agree that the Collateral Agent holds the Collateral in all respects) in favor of the Trustee trust for the benefit of the Holders. (d) , the Trustee and the Collateral Agent and pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) ), each as each may be in effect or may be amended from time to time in accordance with their terms and this Indenture, and authorizes and directs the Trustee and Collateral Agent, if applicable to enter into the Security Documents, the Third Lien Intercreditor Agreement and the Junior Intercreditor Agreement, if any, at any time, if applicable (including by way of joinder thereto), and to perform its obligations and exercise its rights thereunder in accordance therewith. Each Holder, by acceptance of the Notes, shall be deemed to (i) have authorized and instructed the Collateral Agent to, without any further consent of any Holder, enter into (or acknowledge and consent to) or, subject to Article IX, amend, renew, extend, supplement, restate, replace, waive or otherwise modify any Security Document or any other intercreditor agreement, (ii) have irrevocably agreed that (x) the Collateral Agent may rely exclusively on an Officer’s Certificate of the Issuer as to whether any such other Liens are not prohibited and (y) any Security Document or other intercreditor agreement entered into by the Collateral Agent in accordance with the terms of this Indenture shall be binding on such Holder and such Holder will take no actions contrary to the provisions of, if entered into and if applicable, any Security Document or intercreditor agreement and (iii) have irrevocably agreed that it will not challenge, question or contest or support any other person in challenging, questioning or contesting, in any proceeding (including any insolvency or liquidation proceeding), (x) the perfection, priority, validity, attachment or enforceability of any Lien held by or on behalf of any other holder of First Lien Obligations in all or any part of the Collateral or (y) the validity or enforceability of any First Lien Obligations of any series or any Security Document. The Issuer shall deliver to the Trustee and the Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1, to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and the Intercreditor Agreement. (e) In the event that security interests in any benefit of this Indenture and of the Collateral are not created as of Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date, the Company Issuer and the other Grantors Grantor shall use commercially reasonable efforts execute any and all further documents, financing statements (including continuation statements and amendments to implement financing statements), agreements and instruments, and take all further action that may be required under the Note Documents or applicable law in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the security arrangements interests created or intended to be created by the Security Documents in the Collateral and cause the Collateral Requirement to be and remain satisfied, provided that for so long as there are outstanding any Senior Secured Credit Facility Obligations, no actions shall be required to be taken with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit perfection of all the Holders, the Collateral Agent, the Trustee and the other secured parties described security interests in the Security Documents in the Collateral to the extent not required to be taken with respect to the Credit Agreement. The Issuer and the Grantor shall 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 the Lien granted Note Documents or applicable law in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the security interests created or intended to be created by the Security Documents in the Collateral and cause the Collateral Requirement to be and remain satisfied, provided that for so long as there are outstanding any Senior Secured Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of security interests in the Security Documents relating in the Collateral to the Notes in respect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject extent not required to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunderwith respect to the Credit Agreement.

Security Documents. (a) To secure the full 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 full overdue principal of, premium and punctual interest on the Notes and performance of the obligations all other Obligations of the Company Issuer and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure Secured Notes Obligations, subject to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in respect trust or otherwise for the benefit of the Holders, the Trustee and the Notes Collateral Agent and this Indenture pursuant to the terms of the Security Documents and any Applicable Intercreditor Arrangement, and the Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents (including any other agreements, deeds or other documents in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the Subsidiary Guaranteesmandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), the Company and the Subsidiary Guarantors sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, on the Issue Date: (1) enter into the Collateral Agreement and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably if so requested by the Trustee or the Notes Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and to perfect such Liens to the extent required by, and with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject relation to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or eventual enforcement of any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Spanish Security Documents, (i) grant a valid and enforceable perfected second-priority Lien and security interest in all power of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) attorney in favor of the Trustee Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for the benefit such power of the Holders. (d) attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as each the same may be in effect or may be amended from time to time in accordance with their terms and this IndentureIndenture and any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor AgreementArrangement, together with any other incidental rights, powers and discretions (including but not limited to the enforcement of the Collateral in the terms foreseen in the relevant Security Documents); and (3) execute any waiver, modification, amendment, renewal or replacement or any other document related to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or intended to be created by the Security Documents in the Collateral. Such security interests will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory to the Trustee and the Notes Collateral Agent. (eb) In It is understood and agreed that prior to the event Discharge of First Lien Obligations, (x) to the extent that the Controlling 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 any of the Collateral are not created as of connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, the Company and the other Grantors shall use commercially reasonable efforts to implement burden, difficulty or consequence of obtaining or perfecting a security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Holders interest in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for a particular asset outweighs the benefit of all a security interest to the Holders, the Collateral Agentrelevant Secured Parties afforded thereby), the Trustee and the other secured parties described Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents and that the Lien granted in the Security Documents relating (y) any possessory collateral required to be delivered to the Notes in respect Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Trustee, Notes Collateral Agent pursuant to the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunderApplicable Intercreditor Agreement.

Security Documents. (a) To secure the full and punctual payment when due and the full and punctual performance Each of the obligations of the Company and the Subsidiary Guarantors in respect of the Notes and this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shall, on the Issue Date: (1) enter into the Collateral Agreement and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and to perfect such Liens to the extent required by, and with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned has been duly authorized by the Company Obligors and, when executed and delivered by such Obligors, will (assuming the due authorization, execution and delivery in accordance with its terms by each of the other parties thereto) constitute a legally valid and binding agreement of the Obligors, enforceable against each of the Obligors in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or any Domestic Subsidiary that are subject other similar laws relating to any Lien securing or affecting the First Lien Secured Indebtedness (rights and remedies of creditors or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related by general equitable principles. The Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were when executed and delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction sale of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue DateSecurities, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) will create in favor of the Collateral Trustee for the benefit of itself, the Holders. (d) Each HolderTrustee, by accepting a Note, consents and agrees to the terms holders of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this Indenture, the Security Documents and the Intercreditor Agreement. (e) In the event that security interests in any of the Collateral are not created as of the Issue Date, the Company Notes and the other Grantors shall use commercially reasonable efforts to implement secured parties, valid and enforceable security arrangements with respect to such interest in and liens on the Collateral and, upon the filing of Uniform Commercial Code financing statements in the applicable United States jurisdictions and the taking of the other actions, in each case as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth further described in the Security Documents, the security interests in and liens on the rights, title and interest of the Obligors in such Collateral will be perfected security interests and liens, superior to and prior to the liens of all third persons other than the Permitted Liens or as now otherwise provided in the relevant Security Document. Any certificate signed by an officer of an Obligor and delivered to the Initial Purchaser or hereafter constituted to counsel for the Initial Purchasers shall be deemed to be a representation and warranty by such Obligor to each Initial Purchaser as to the matters set forth therein. Each Obligor acknowledges and agrees that the Initial Purchasers and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to Sections 5(c) and 5(d), counsel for the benefit of all Obligors and counsel for the HoldersInitial Purchasers, respectively, may rely upon the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect accuracy of the Trustee, representations and warranties of the Collateral Agent, the Holders Obligors and such other secured parties is subject to and qualified and limited in all respects compliance by the Security Documents Obligors with their agreements set forth herein, and actions that may be taken thereundereach Obligor hereby consents to such reliance.

Security Documents. (a) To secure the full and punctual payment when due and the full and punctual performance of the obligations of the Company and the Subsidiary Guarantors in respect of the Notes and this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shallEach Lender hereby further authorizes Administrative Agent, on behalf of and for the Issue Date: benefit of Lenders, to enter into each Security Document as secured party, and each Lender agrees to be bound by the terms of each Security Document; provided that Administrative Agent shall not (1i) enter into the Collateral Agreement and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and to perfect such Liens to the extent required by, and with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject consent to any Lien securing the First Lien Secured Indebtedness (written amendment, modification, termination or that would be required, under the First Lien Credit Agreement as waiver of any provision contained in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, or (ii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Security Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 11.4, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (a) 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 that is otherwise required to be released pursuant to this Agreement or to which Requisite Lenders have otherwise consented. Anything contained in any of the Loan Documents to the contrary notwithstanding, Administrative Agent and each Lender hereby agree that (1) no Lender shall have any mortgages (and right individually to realize upon any related of the Collateral under any Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue DateDocument, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall and agreed that all rights and remedies under the Security Documents may be accompanied exercised solely by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent for the benefit of Lenders in connection accordance with the mortgages granted pursuant to the First Lien Secured Indebtedness)) terms thereof, and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. (d) Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this Indenture, the Security Documents and the Intercreditor Agreement. (e) In the event that security interests in of a foreclosure by Administrative Agent on any of the Collateral are pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not created as any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (purchase price for all or on such later date as may be permitted by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, any portion of the Collateral as now or hereafter constituted shall be for the benefit of all the Holderssold at any such public sale, the Collateral Agent, the Trustee to use and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect apply any of the Trustee, Obligations as a credit on account of the Collateral Agent, the Holders and purchase price for any collateral payable by Administrative Agent at such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereundersale.

Security Documents. Except with respect to (a) To secure Liens on equipment constituting fixtures, (b) any reserved rights of the full United States government as required under law, (c) Liens upon Patents, Patent Licenses, Trademarks and punctual payment when due Trademark Licenses (as such terms are defined in the Security Agreement) to the extent that (i) such Liens cannot be perfected by the filing of financing statements under the Uniform Commercial Code or by the filing and acceptance thereof in the United States Patent and Trademark Office or (ii) such Patents, Patent Licenses, Trademarks and Trademark Licenses are not, individually or in the aggregate, material to the business of Parent, the Borrowers and the full and punctual performance Subsidiaries taken as a whole, (d) Liens on uncertificated securities, (e) Liens on Collateral the perfection of which requires filings in or other actions under the laws of jurisdictions outside of the obligations United States of America, any state, territory or dependency thereof, Puerto Rico or the District of Columbia (except to the extent that such filings or other actions have been made or taken), (f) Liens on contracts or Accounts (as such term is defined in the Security Agreement) on which the United States of America or any department, agency, or instrumentality thereof is the obligor, (g) Liens on proceeds of Accounts and Inventory (as such term is defined in the Security Agreement), until transferred to or deposited in the Collateral Proceeds Account (as such term is defined in the Security Agreement) (if any), and (h) claims of creditors of Persons receiving goods included as Collateral for "sale or return" within the meaning of Section 2-326 of the Company and the Subsidiary Guarantors in respect Uniform Commercial Code of the Notes and this Indenture (including applicable jurisdiction, upon filing of the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shall, on the Issue Date: (1) enter into the Collateral Agreement and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be financing statements delivered to the Trustee (or to the First Lien Administrative Agent by Parent, the Borrowers and the Subsidiaries on the effective date of this Agreement in the jurisdictions listed on Schedule 3.20 (which financing statements are in proper form for filing in such jurisdictions) and the recording of the Mortgages (and the recording of the Security Agreement, and the making of filings after the effective date of this Agreement in any other jurisdiction as gratuitous bailee for may be necessary under any Requirement of Law) and the Trustee); delivery to, and continuing possession by, the Administrative Agent of all Instruments, Chattel Paper and Documents (2as such terms are defined in the Security Agreement) filea security interest in which is perfected by possession, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended created pursuant to be created by the each Security Documents Document, when executed and to perfect such delivered, will constitute valid Liens on and, to the extent required byprovided therein, perfected security interests in the collateral referred to in such Security Document (but as to the Copyrights and with the priority required by, Copyright Licenses (as defined in the Security Documents or this Indenture; and (3Agreement) enter into such Security Documents creating Liens on all interests in Property owned by and accounts arising therefrom, only to the Company or any Domestic Subsidiary that are subject extent the Uniform Commercial Code of the relevant jurisdiction, from time to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were time in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respectsapplicable) in favor of the Trustee Administrative Agent for the benefit of the Holders. (d) Each HolderLenders, by accepting a Notewhich Liens will be prior to all other Liens of all other Persons, consents and agrees except for Liens permitted pursuant to the terms Loan Documents (including, without limitation, those permitted to exist pursuant to Section 6.02), and which Liens are enforceable as such as against all other Persons (except, with respect to goods only, buyers in the ordinary course of business to the extent provided in Section 9-307(1) of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) Uniform Commercial Code as each may be amended from time to time in accordance with their terms effect in the applicable jurisdiction and this Indenture, except to the Security Documents extent that recording of an assignment or other transfer of title to the Administrative Agent in the United States Patent and Trademark Office or the Intercreditor Agreement. (e) In the event that security interests in any of the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as United States Copyright Office may be permitted necessary for such enforceability), except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the Holders enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in their sole discretionequity or at law). (f) Each Holder. Notwithstanding any other provision of this Agreement, by accepting the Notes, is deemed to acknowledge that, capitalized terms which are used in this Section 3.20 and not defined in this Agreement are so used as more fully set forth defined in the applicable Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunderDocument.

Security Documents. (a) To secure Upon execution and delivery thereof by ------------------ the full and punctual payment when due and the full and punctual performance of the obligations of the Company and the Subsidiary Guarantors in respect of the Notes and this Indenture (including the Subsidiary Guarantees)parties thereto, the Company and the Subsidiary Guarantors shall, on the Issue Date: (1) enter into the Collateral Agreement will be effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and deliver to enforceable security interest in the Trustee or Collateral Agent all described therein. When stock certificates representing Capital Stock and other instruments and documents required thereunder to be or constituting the pledged stock described in the Collateral Agreement are delivered to the Trustee (or to Administrative Agent, such security interest shall constitute a perfected first lien on, and security interest in, all right, title and interest of the First Lien Administrative Agent as gratuitous bailee for grantors party thereto in the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and to perfect such Liens pledged stock described therein to the extent required by, that such liens and security interests are in accordance with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms provisions of the Intercreditor Agreement and the Security Documents Agency and Intercreditor Agreement. In the case of the other Collateral described in the Collateral Agreement, when Uniform Commercial Code financing statements have been filed in each of the jurisdictions listed on Schedule 4.15(a), or arrangements have been made for such filing in such jurisdictions, and upon such filing, and upon the taking of possession by the Administrative Agent of any such Collateral the security interests in which may be perfected only by possession, such security interests will, subject to the existence of Permitted Liens and the provisions of the Intercreditor Agreement, constitute perfected first priority liens on, and security interests in, all respectsright, title and interest of the grantors' party thereto in such other Collateral, to the extent that such liens and security interests are in accordance with the provisions of the Intercreditor Agreement and the Agency and Intercreditor Agreement and except to the extent that a security interest cannot be perfected therein by the filing of a financing statement or the taking of possession under the Uniform Commercial Code of the relevant jurisdiction. (b) Upon execution and delivery thereof by the applicable Credit Party, each Mortgage will be effective to create in favor of the Trustee Administrative Agent, for the benefit of the Holders. Lenders, a legal, valid and enforceable security interest in the collateral described therein, and upon recording the Mortgages in the jurisdictions listed on Schedule 4.13 (d) Each Holderor, in the case of a Mortgage delivered pursuant to subsection 6.9(c), the jurisdiction in which the property covered by accepting a Notesuch Mortgage is located), consents and agrees such security interests will, subject to the terms existence of Permitted Liens and the provisions of the Security Documents entered into on Intercreditor Agreement, constitute first (or, in the Issue Date or from time case of the Mortgages granted by Meditrust Entities, second) priority liens on, and perfected security interests in, all rights, title and interest of the debtor party thereto in the collateral described therein to time thereafter (including the provisions providing for the possession, use, release extent that such liens and foreclosure of Collateral) as each may be amended from time to time security interests are in accordance with their terms and this Indenture, the Security Documents provisions of the Intercreditor Agreement and the Agency and Intercreditor Agreement. (e) In the event that security interests in any of the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.

Security Documents. (a) To secure The payment of the full principal of and punctual interest and premium, if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuer pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment when due of all other Obligations and the full and punctual performance of the all other obligations of the Company Issuer and the Subsidiary Guarantors in respect of the Notes and under this Indenture (including the Subsidiary Guarantees)Indenture, the Company Notes, the Guarantees and the Subsidiary Security Documents shall be secured as provided in the Security Documents, which the Issuer and the applicable Guarantors shall, entered into on the Issue Date: Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture and the Security Documents. The Issuer shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (1) enter into including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the Collateral Agreement and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including effectiveness of such UCC financing statements, ) and take all other actions as are necessary or required by applicable law or reasonably requested by the Trustee or Security Documents to maintain (at the Collateral Agent to be filed, registered or recorded to create sole cost and expense of the Liens intended to be Issuer and the Restricted Subsidiaries) the security interest created by the Security Documents and in the Collateral (other than with respect to perfect such Liens any Collateral the security interest in which is not required to the extent required by, and with the priority required by, be perfected under the Security Documents or this Indenture; and (3Documents) enter into such Security Documents creating as a perfected security interest subject only to Permitted Liens on all interests in Property owned and Liens permitted by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect)Section 4.12. (b) Notwithstanding anything the foregoing, the Issuer shall use commercially reasonable efforts to perfect all security interests in the contrary set forth in clause Collateral (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (aother than Excluded Property) on or prior to the Issue Date and, with respect to real property that is securing First Lien Secured Indebtedness any Collateral (other than Excluded Property), for which security interests have not been granted or perfected on the Issue Date shall be granted as soon as commercially reasonable following or prior to the Issue Date, but use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest in no event later than 30 the Collateral required to be pledged under this Indenture and the Security Documents within 90 days following the Issue Date (it being understood any or such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions date as may be required pursuant to this Indenture or under any Security Document to createagreed by the First Lien/Second Lien Intercreditor Agent, perfect and maintain, as security for in the obligations case of the Company and Non-ABL Priority Collateral, or the Subsidiary Guarantors ABL Facility Agent, in respect the case of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject ABL Priority Collateral). With respect to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. (d) Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this IndentureMortgaged Properties, the Security Documents and the Intercreditor Agreement. (e) In the event that security interests in any of the Collateral are not created as of the Issue Date, the Company and the other Grantors Issuer shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after deliver within 90 days following the Issue Date (or on such later date as may be permitted agreed by the Holders First Lien/Second Lien Intercreditor Agent, in the case of the Non-ABL Priority Collateral, or the ABL Facility Agent, in the case of the ABL Priority Collateral), but only to the extent such deliverables (“Deliverables”) were provided to the holders of the First-Priority Obligations or the ABL Obligations in connection with their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge thatmortgages on such property, as more fully set forth in the Security Documentscase may be: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuer and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each Mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such Mortgage certified to the Issuer, the Collateral as now or hereafter constituted shall be Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys and sufficient for the benefit of title insurance company to remove all standard survey exceptions from the Holders, title insurance policy relating to such Mortgage or otherwise reasonably acceptable to the Collateral First Lien/Second Lien Intercreditor Agent, (iii) customary opinions of counsel addressing such matters as were addressed in the Trustee comparable opinions provided to the holders of First-Priority Obligations and the other secured parties described ABL Obligations in connection with their mortgages on such property, as the Security Documents and that the Lien granted in the Security Documents relating case may be, (iv) evidence of insurance required to be maintained pursuant to the Notes Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in respect a special flood hazard area, together with evidence of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunderacceptable flood insurance coverage.

Security Documents. (a) To secure Notwithstanding anything to the full and punctual payment when due and the full and punctual performance contrary contained herein or in any other Loan Document, within one Business Day of the obligations of the Company and the Subsidiary Guarantors in Closing Date (or, solely with respect of the Notes and this Indenture to clause (including the Subsidiary Guaranteesb), the Company and the Subsidiary Guarantors shall, on the Issue Date: (1) enter into the Collateral Agreement and deliver such later date as shall be reasonably acceptable to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder Administrative Agent) the Borrower shall have caused to be delivered to the Trustee (or to the First Lien Administrative Agent (a) the Security Agreement, duly executed and delivered by the Borrower, each other Loan Party and the Administrative Agent, (b) certificates, if any, representing the Pledged Equity (as gratuitous bailee for defined in the Trustee); Security Agreement) accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt (2as defined in the Security Agreement) fileindorsed in blank, register or record all documents and instruments(c) each document (including, including UCC without limitation, any Uniform Commercial Code financing statements, statement) required by applicable the Security Documents or under law or reasonably requested by the Trustee or the Collateral Administrative Agent to be filed, registered or recorded in order to create the Liens intended to be created by the Security Documents and to perfect such Liens to the extent required by, and with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee Administrative Agent, for the benefit of the Holders.Lenders, a perfected Lien on the collateral described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 7.02), which shall have been delivered to the Administrative Agent in proper form for filing, registration or recordation (it being understood that no account control agreements or landlord waivers shall be required to be obtained or otherwise delivered by any of the Loan Parties), and (d) a written opinion (addressed to the Administrative Agent, the Issuing Lenders and the Lenders and dated the Closing Date) of Xxxxxx & Xxxxxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent, covering such other matters relating to the Loan Parties, this Agreement or the Transactions as the Administrative Agent shall reasonably (d) Each HolderIndebtedness of the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by accepting a Note, consents and agrees Lien on any such assets prior to the terms acquisition thereof, and extensions thereof and Permitted Refinancing Indebtedness incurred to refund, refinance or replace any such Indebtedness incurred under this Section 7.01(d); provided that (i) such Indebtedness is incurred prior to, at the time of or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the sum of the Security Documents entered into on aggregate principal amount of Indebtedness permitted by this clause (d) shall not exceed the Issue Date or from time to time thereafter (including the provisions providing greater of $18,750,000 and 7.5% of Consolidated EBITDA for the possession, use, release and foreclosure most recently ended Reference Period at the time of Collateral) as each may be amended from time to time in accordance with their terms and this Indenture, the Security Documents and the Intercreditor Agreement.incurrence of such Indebtedness; (e) In Indebtedness of any Person that becomes a Subsidiary after the event Closing Date and any Permitted Refinancing Indebtedness incurred to refund, refinance or replace any such Indebtedness incurred under this Section 7.01(e); provided that security interests (i) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in any contemplation of or in connection with such Person becoming a Subsidiary and (ii) the sum of the Collateral are not created as aggregate principal amount of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be Indebtedness permitted by this clause (e) shall not exceed the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be greater of $50,000,000 and 20.0% of Consolidated EBITDA for the benefit most recently ended Reference Period at the time of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect incurrence of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.Indebtedness;

Security Documents. As security for the due repayment of all sums from time to time payable to the Bank, the Borrower shall ensure and procure that the following Security Documents are duly executed and, where required properly registered in favour of the Bank at the time specified herein or otherwise as required by the Bank and ensure that such security, apart from this Agreement, consists of (a) To secure the full and punctual payment when due A Master Swap Agreement and the full relevant Schedule attached thereto (the “Master Swap Agreement”) executed by the Borrower in form and punctual performance substance satisfactory to the Bank; (b) A Master Agreement Security Deed (the “Master Agreement Security Deed”) executed or (as the context may require) to be executed by the Borrower in favour of the obligations Bank; (c) A Corporate Guarantee from the Corporate Guarantor in form and substance satisfactory to the Bank (the “Corporate Guarantee”); (d) A duly registered First Preferred Mortgage over the Vessel providing on the basis of the Company provisions of the applicable law the highest degree of security for the Bank (the “Mortgage”); (e) A first Priority General Assignment of all the Insurances, Earnings and Requisition Compensation for the Subsidiary Guarantors Vessel in form and substance satisfactory to the Bank and respective notices of assignment and acknowledgements thereof (the “General Assignment”); (f) Specific assignments of the benefit of any charter of more than twelve (12) calendar months’ duration in respect of the Notes Vessel chartered and this Indenture respective notices and acknowledgements thereof (including the Subsidiary Guarantees“Specific Assignment”), the Company and the Subsidiary Guarantors shall, on the Issue Date:. (1g) enter into the Collateral Agreement Pledge agreement(s) in form and deliver substance satisfactory to the Trustee Bank executed or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder (as the context may require) to be delivered executed by the Borrower or by the Corporate Guarantor in favour of the Bank creating security in respect of the Operating Account for the Vessel (the “Operating Account Pledge(s)”) (h) A pledge agreement in form and substance satisfactory to the Trustee Bank executed or (or as the context may require) to be executed by the First Lien Administrative Agent as gratuitous bailee for Borrower in favour of the TrusteeBank in respect of the Retention Account (the “Retention Account Pledge”); (2i) file, register or record all documents Manager’s undertaking in form and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and to perfect such Liens substance satisfactory to the extent required by, and with Bank pursuant to which the priority required by, Manager will subrogate its rights to the Security Documents or this Indenture; and Loan throughout the Facility Period (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect“Manager’s Undertaking”). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. (d) Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this Indenture, the Security Documents and the Intercreditor Agreement. (e) In the event that security interests in any of the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.

Security Documents. (a) To secure the full The Domestic Security and punctual payment when due and the full and punctual performance of the obligations of the Company and the Subsidiary Guarantors in respect of the Notes and this Indenture (including the Subsidiary Guarantees)Pledge Agreement, the Company and the Subsidiary Guarantors shall, on the Issue Date: (1) enter into the Collateral Agreement and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and to perfect such Liens to the extent required by, and with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Canadian Pledge Agreement and the Canadian Security Documents Agreements, each as amended and in all respects) in favor effect from time to time, and any additional documents evidencing or perfecting the Administrative Agent's lien on the assets of the Trustee applicable Borrowers for the benefit of the Holders. applicable Banks (d) Each Holder, by accepting a Note, consents including Uniform Commercial Code financing statements and agrees the Canadian equivalent thereof). SELLER SUBORDINATED DEBT. Indebtedness of the Borrowers which has been subordinated and made junior to the terms payment and performance in full of the Security Documents entered into Obligations, and evidenced as such by a subordination agreement containing subordination provisions substantially in the form of Exhibit F (the "Subordination Agreement") hereto; PROVIDED that (a) at the time such Seller Subordinated Debt is incurred, no Default or Event of Default has occurred or would occur as a result of such incurrence, and (b) the documentation evidencing such Seller Subordinated Debt shall have been delivered to the Administrative Agent and shall contain ALL of the following characteristics: (i) it shall be unsecured, (ii) it shall bear a market rate of interest, (iii) it shall have a final maturity of at least five (5) years, (iv) it shall not require unscheduled principal repayments thereof prior to the maturity date, (v) it shall have financial covenants (including covenants relating to incurrence of indebtedness) which are meaningfully less restrictive than those set forth herein, (vi) it shall have no restrictions on the Issue Date Borrower's ability to grant liens securing indebtedness ranking senior to such Seller Subordinated Debt, (vii) it shall permit the incurrence of senior indebtedness under this Agreement, (viii) it may be cross-accelerated with the Obligations and other senior indebtedness of the Borrowers (but shall not be cross-defaulted except for payment defaults which the senior lenders have not waived) and may be accelerated upon bankruptcy, (ix) it shall provide for the complete, automatic and unconditional release of any and all guarantees of such Seller Subordinated Debt granted by any Borrower in the event of the sale by any Person of such Borrower or from time the sale by any Person of all or substantially all of such Borrower's assets (including in the case of a foreclosure), (x) it shall provide that (A) upon any payment or distribution of the assets of the Borrowers (including after the commencement of a bankruptcy proceeding) of any kind or character, all of the Obligations (including interest accruing after the commencement of any bankruptcy proceeding at the rate specified for the applicable Obligation, whether or not such interest is an allowable claim in any such proceeding) shall be paid in full prior to time thereafter any payment being received by the holders of the Seller Subordinated Debt and (B) until all of the Obligations (including the provisions providing interest described in subclause (A) above) are paid in full in cash, any payment or distribution to which the holders of the Seller Subordinated Debt would be entitled but for the possessionsubordination provisions of the type described in clauses (xi) and (xii) hereof shall be made to the holders of the Obligations, use, release and foreclosure (xi) it shall provide that in the event of Collaterala payment default under Section 13.1(a) as each may be amended from time to time in accordance with their terms and this Indentureor (b) hereof, the Security Documents Borrowers shall not be required to pay the principal of, or any interest, fees and the Intercreditor Agreement. (e) In the event that security interests in any of the Collateral are not created as of the Issue Date, the Company and the all other Grantors shall use commercially reasonable efforts to implement security arrangements amounts payable with respect to such Collateral as promptly as reasonably practicable after the Issue Date Seller Subordinated Debt until the Obligations have been paid in full in cash, (or on such later date as may xii) it shall provide that in the event of any other Event of Default, the Banks shall be permitted by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating block with respect to the Notes Seller Subordinated Debt for a period of 180 days (A) payments of principal, interest, fees and all other amounts payable, and (B) enforcement of remedies for Seller Subordinated Debt in respect excess of $1,000,000, and (xiii) it shall acknowledge that none of the Trusteeprovisions outlined in part (b) of this definition can be amended, modified or otherwise altered without the Collateral Agent, prior written consent of the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunderRequired Banks.

Security Documents. The Loans and all amounts outstanding from time to time under the Loan Documents shall be secured by: a. A first-priority security interest (asubject to Permitted Liens) To secure the full in (i) all tangible and punctual payment when due intangible personal property, (ii) all fixtures and (iii) all owned real property of Borrower and the full Borrower Subsidiaries, now owned or hereafter acquired, and punctual performance all proceeds and products of such assets. Lender’s security interest in the foregoing shall be created by and shall be subject to the provisions of the obligations Security Agreement and the provisions of the Company applicable Intercreditor and Subordination Agreement to the Subsidiary Guarantors extent provided therein. Promptly, and in respect of the Notes and this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shall, on the Issue Date: any event within one (1) enter into Business Day, following the Collateral Agreement formation (or, as applicable, incorporation) or acquisition thereof, Borrower shall cause each Borrower Subsidiary to execute and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered Lender a Supplement to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and to perfect such Liens to the extent required by, and with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect)Agreement. (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected secondb. A first-priority Lien and security interest in all of the Collateral (subject to the terms DSM Lien) in the membership interests in License Sub A now owned or hereafter acquired by Borrower, and all proceeds and products thereof. Lender’s security interest in the foregoing shall be created by and shall be subject to the provisions of the Intercreditor Pledge Agreement and shall be subject to the Security Documents provisions of the DSM Intercreditor and Subordination Agreement to the extent provided therein. c. A first-priority security interest (subject to the Ring Island Lien) in the membership interests in License Sub B and all respectsBorrower Subsidiaries hereafter formed now owned or hereafter acquired by Borrower or any Borrower Subsidiary, and all proceeds and products thereof. Lender’s security interest in the foregoing shall be created by and shall be subject to the provisions of the Pledge Agreement and shall be subject to the provisions of the Ring Island Intercreditor and Subordination Agreement to the extent provided therein. d. Notwithstanding the provisions of Sections 2.5(a) through 2.5(c), inclusive, Lender acknowledges and agrees that: (i) The obligations of Cricket under the DSM Promissory Note shall be secured by a first priority security interest in favor of DSM in and to the Trustee for membership interests owned by Borrower in License Sub A and the benefit Licenses owned by License Sub A, in each case now owned or hereafter acquired, and all proceeds and products of such assets (subject to exceptions as set forth in the DSM Security Documents). DSM’s security interests in the foregoing shall be created by and shall be subject to the provisions of the Holders. (d) Each HolderDSM Security Documents. DSM’s security interest in the foregoing shall have priority over Lender’s security interest in such assets, by accepting a Note, consents and agrees Lender’s security interest in the foregoing shall be subordinated to the terms of DSM Lien in such assets and membership interests, in each case to the Security Documents entered into on extent provided herein and in the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release DSM Intercreditor and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this Indenture, the Security Documents and the Intercreditor Subordination Agreement. (eii) In The Guaranteed Obligations shall be secured by a first priority security interest in favor of Ring Island in and to (x) the event that security membership interests owned by Borrower or any Borrower Subsidiary in any Borrower Subsidiary (other than License Sub A) and (y) all tangible and intangible personal property, fixtures and owned real property, in each case now owned or hereafter acquired, of the Collateral are not created Borrower or any Borrower Subsidiary (other than License Sub A), and all proceeds and products of such assets (subject to exceptions as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Ring Island Security Documents, ). Ring Island’s security interests in the Collateral as now or hereafter constituted foregoing shall be for created by and shall be subject to the benefit provisions of all the Holders, the Collateral Agent, the Trustee and the other secured parties described Ring Island Security Documents. Ring Island’s security interest in the Security Documents foregoing shall have priority over Lender’s security interest in such assets, and that the Lien granted Lender’s security interest in the Security Documents relating foregoing shall be subordinated to the Notes Ring Island Lien in respect of such assets and membership interests, in each case to the Trustee, extent provided herein and in the Collateral Agent, the Holders Ring Island Intercreditor and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunderSubordination Agreement.

Security Documents. The Loans and all amounts outstanding from time to time under the Loan Documents shall be secured by: a. A first priority security interest (asubject to Permitted Liens) To secure the full in (i) all tangible and punctual payment when due intangible personal property, (ii) all fixtures and (iii) all owned real property of Borrower and the full Borrower Subsidiaries, now owned or hereafter acquired, and punctual performance all proceeds and products of such assets. Lender’s security interest in the foregoing shall be created by and shall be subject to the provisions of the Security Agreement and shall be subject to the provisions of the Intercreditor and Subordination Agreement. Promptly, and in any event within one (1) Business Day, following the formation (or, as applicable, incorporation) thereof, Borrower shall cause each Borrower Subsidiary to execute and deliver to Lender a Supplement to the Security Agreement. b. A first priority security interest (subject to Permitted Liens) in all assets of Guarantor (other than the membership interests of Guarantor in Borrower which are addressed in clause (c) below), now owned or hereafter acquired, and all proceeds and products of such assets. Lender’s security interest in the foregoing shall be created by and subject to the provisions of the Security Agreement and shall be subject to the provisions of the Intercreditor and Subordination Agreement to the extent provided therein. c. A first priority security interest in the membership interests of Guarantor in Borrower, now owned or hereafter acquired by Guarantor, and all proceeds and products thereof. Lender’s security interest in the foregoing shall be created by and shall be subject to the provisions of the Pledge Agreement and shall be subject to the provisions of the Intercreditor and Subordination Agreement to the extent provided therein. d. A first priority security interest (subject to the DSM Lien) in Borrower’s membership interests in the Borrower Subsidiaries hereafter formed or acquired by Borrower, and all proceeds and products thereof. Lender’s security interest in the foregoing shall be created by and shall be subject to the provisions of the Pledge Agreement and shall be subject to the provisions of the Intercreditor and Subordination Agreement to the extent provided therein. e. Notwithstanding the provisions of Section 2.5(a) through 2.5(d), inclusive, Lender acknowledges and agrees that the obligations of Borrower and the Borrower Subsidiaries under the Interest Purchase Agreement shall be secured by a first priority security interest in favor of DSM in and to all personal property, fixtures and owned real property of Borrower and the membership interests owned by Borrower (other than Borrower’s membership interests in each Borrower Subsidiary that does not hold Licenses) and all personal property, fixtures and owned real property of the Borrower Subsidiaries, in each case now owned or hereafter acquired, and all proceeds and products of such assets; provided, however, that in no event shall the portion of the obligations secured by the Lien on the collateral under the DSM Security Documents exceed $200,000,000 minus (1) the amount of the Company and Special Distributions actually made to the DSM Members pursuant to Section 3.1(b) of the LLC Agreement, minus (2) any amounts received by DSM from time to time from the Borrower or any Borrower Subsidiary Guarantors in respect of the Notes and this Indenture obligations under the DSM Security Documents, whether as a result of payments by the Borrower or any of the Borrower Subsidiaries to DSM or as a result of DSM’s exercise of rights or remedies under the DSM Security Documents or any combination thereof (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shall, on the Issue Date: (1) enter into the Collateral Agreement and deliver except to the Trustee extent that DSM is required to turn over or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered to otherwise pay the Trustee (estate of the Borrower or to any Borrower Subsidiary any amount so received). DSM’s security interests in the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to foregoing shall be created by and shall be subject to the provisions of the DSM Security Documents Agreement and the DSM Pledge Agreement. DSM’s security interest in the foregoing shall have priority over Lender’s security interest in such assets, and Lender’s security interest in the foregoing shall be subordinated to perfect the DSM Lien in such Liens assets and membership interests, in each case to the extent required by, provided herein and with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. (d) Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this Indenture, the Security Documents and the Intercreditor Subordination Agreement. (e) In the event that security interests in any of the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.

Security Documents. (aSubject to Section 4(n) To secure hereof, in accordance with the full and punctual payment when due terms of the Indenture, the Initial Purchasers and the full and punctual performance Trustee shall have received each of the obligations following documents, which shall be reasonably satisfactory in form and substance to the Initial Purchasers, the Trustee and each of their respective counsel with respect to each Mortgaged Property and the Pledged Collateral, as appropriate: (i) a Mortgage encumbering the Company's fee interest or leasehold interest, as the case may be, in each Mortgaged Property, duly executed and acknowledged by the Company, in form for recording in the appropriate recording office of the Company political subdivision where such Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required under applicable law in connection with the recording or filing thereof and any other instruments (including, inter alia, UCC-1 financing statements) required under applicable law to grant the Subsidiary Guarantors liens and security interests purported to be granted by each such Mortgage, which Mortgages, financing statements and other instruments shall be effective to create a Lien on such Mortgaged Property in favor of the Trustee, subject to no Liens other than Prior Liens (as defined in each Mortgage); (ii) such consents, approvals, amendments, supplements, estoppels, or other instruments as shall be reasonably necessary in order for the owner or holder of the fee interest or leasehold interest to grant the Lien contemplated by the Mortgage with respect to each Mortgaged Property; (iii) with respect to each Mortgage, a policy of title insurance insuring the lien of such Mortgage as a valid mortgage lien on the real property and improvements affixed thereto which by applicable law constitute real property described therein or the leasehold interest therein, if applicable, with the priority contemplated in the Offering Memorandum, in respect of the Notes in an amount not less than the amount set forth on Schedule 6 hereto and which policy shall (A) be issued by a title insurer reasonably acceptable to the Trustee and Initial Purchasers, (B) have been supplemented by such endorsements as shall be reasonably requested by the Initial Purchasers including, without limitation, endorsements or other items relating to usury, first loss, last dollar, public road access (if available), contiguity (where appropriate), survey, doing business, subdivision map, separate tax lot, lender non-imputation and so-called comprehensive coverage over covenants and restrictions, provided, however, no survey or comprehensive endorsements shall be required with respect to the title policies insuring the Mortgages encumbering (1) any leasehold Mortgaged Property and (2) the owned Mortgaged Property upon which the studio or office improvements for stations WTVH, KBJR and KSEE are located and (C) contain only such exceptions to title as are customarily acceptable or otherwise shall be reasonably agreed to by the Initial Purchasers prior to the Closing Date with respect to each such Mortgaged Property; (iv) with respect to each owned Mortgaged Property (other than the owned Mortgaged Property upon which the studio or office improvements for stations WTVH, KBJR and KSEE are located), an existing survey together with affidavits of no change which shall be sufficient for the title insurance company to issue the so-called comprehensive endorsement required under subparagraph (iii) hereof and to remove the standard survey exception from such policy; (v) policies or certificates of insurance as required by each Collateral Document, which policies or certificates shall bear endorsements of the character required by such Collateral Document; (vi) UCC, judgment and tax lien searches confirming that the personal property comprising a part of each Mortgaged Property or the Pledged Collateral is subject to no Liens other than (x) Liens created in connection with the Credit Agreement, all of which shall be released as of the Closing Date or (y) any Liens permitted by the Collateral Documents and the Indenture; (vii) such affidavits, certificates and instruments of indemnification in favor of the title insurance company as shall be reasonably and customarily required to induce the title insurance company to issue the policy or policies contemplated in subparagraph (iii) above; (viii) checks payable to the appropriate public officials in payment of all recording costs and transfer taxes (or checks or wire transfers to the title insurance company in respect of such amounts) due in respect of the execution, delivery or recording of the Mortgages, together with a check or wire transfer for the title insurance company in payment of its premium, search and examination charges, applicable survey costs and any other amounts then due in connection with the issuance of its policies; (ix) copies of all Leases (as defined in the Mortgages), all of which Leases shall be satisfactory to the Initial Purchasers; (x) a certificate of the Company, dated the Closing Date, signed on behalf of the Company by its President or any Senior Vice President and the Chief Financial Officer, to the effect that the Company has performed all covenants and agreements described in this Indenture Section 5(n) and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder; (including xi) to the Subsidiary Guaranteesextent necessary in order to perfect the security interest in that portion of the Collateral constituting deposit accounts within the meaning of Section 9-102(a)(29) of the UCC, deposit account control agreements (each a "Control Agreement") each substantially in the form of Exhibit 5 to the Security Agreement (as defined in the Indenture) and satisfying the control requirement of Section 9-104(a)(2) of the UCC; (xii) Control Agreements (as defined in the Security Agreement) from all securities intermediaries with respect to all securities accounts and securities entitlements of the Company and each Guarantor; (xiii) certificates representing all Pledged Securities (as defined in the Security Agreement), together with executed and undated stock powers and/or assignments in blank; (xiv) instruments representing all intercompany Indebtedness (as defined in the Indenture) payable to the Company or any of its subsidiaries, together with executed and undated instruments of assignment endorsed in blank; (xv) appropriate financing statements or comparable documents authorized by (and executed by, to the extent applicable), the Company appropriate entities in proper form for filing under the provisions of the UCC and applicable domestic or local laws, rules or regulations in each of the Subsidiary Guarantors shalloffices where such filing is necessary or appropriate, on in the Issue Date: (1) enter into the Collateral Agreement and deliver Trustee's sole discretion, to grant to the Trustee or Collateral Agent all certificates representing Capital Stock a perfected first priority Lien on such Collateral, superior and other instruments and documents required thereunder to be delivered prior to the Trustee rights of all third persons other than the holders of Permitted Collateral Liens (or to as defined in the First Lien Administrative Agent as gratuitous bailee for the TrusteeIndenture); (2xvi) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested each of the Collateral Documents other than the Mortgages executed by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents Company and to perfect such Liens to the extent required byeach other party thereto, and with the priority required by, the Security Documents or this Indentureeach such document shall be in full force and effect; and (3xvii) enter into such Security Documents creating Liens on evidence that all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be requiredother actions reasonably necessary or, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. (d) Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this Indenture, the Security Documents and the Intercreditor Agreement. (e) In the event that security interests in any of the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect opinion of the Trustee, desirable to perfect the security interest created by the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunderhave been taken.

Security Documents. For the purpose of better securing the payment of the Bank's Selling Price and all other monies due and owing under this Agreement and the other Security Documents, the Customer(s) execute and/or shall cause the Security Party(ies) to execute on or before the execution of this Agreement in favour of the Bank the following security documents:- (a) To secure the full and punctual payment when due and Charge in the full and punctual performance event the individual document of the obligations of the Company and the Subsidiary Guarantors in respect of the Notes and this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shall, on the Issue Date: (1) enter into the Collateral Agreement and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested title/separate strata title has been issued by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and to perfect such Liens to the extent required by, and with the priority required by, the Security Documents or this Indenturerelevant authorities; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect).or (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction Deed of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof.Assignment; (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. (d) Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this Indenture, the Security Documents and the Intercreditor Agreement. (ei) In the event that security interests the individual document of title/separate strata title to the Property has not been issued by the relevant authorities, the Customer(s) shall execute and/or shall cause the Purchaser(s) to execute the Deed of Assignment in any the form and substance acceptable to the Bank where the Purchaser(s) absolutely assign to the Bank the Property and the full and entire benefit of the Collateral are not created as Principal Sale and Purchase Agreement/Sale and Purchase Agreement together with all rights, title and interest of the Issue DatePurchaser(s) therein PROVIDED ALWAYS that notwithstanding the Deed of Assignment or any other provision of this Agreement, the Company Purchaser(s) and/or Customer(s) shall continue to observe and be bound by all whatsoever conditions, covenants and stipulations imposed therein on and to be performed by the Purchaser(s) expressed and contained in the Principal Sale and Purchase Agreement/Sale and Purchase Agreement, as the case may be, (ii) Upon issuance of the individual document of title/separate strata title as the case may be, to the Property, the Customer(s) shall and/or shall cause the Purchaser(s), at the Purchaser(s) and/or Customer(s)’ cost and expense immediately, take a transfer of the Property and execute the Charge in the Bank's standard form or such variation thereof as the Bank may require to secure the payment of the Bank's Selling Price failing which the Bank shall be entitled to take such cause of action to protect the Bank's interest and all costs and expenses including solicitors' costs (on a solicitor and client basis) in connection with the preparation, execution and registration of the Charge shall be borne and paid by the Customer(s), (c) the Power of Attorney; In addition to the Deed of Assignment/Charge, the Customer(s) shall, execute and deliver and/or shall cause the Purchaser(s) to execute and the other Grantors shall use commercially reasonable efforts deliver the Power of Attorney to implement security arrangements with respect the Bank in the form and substance acceptable to such Collateral as promptly as reasonably practicable after the Issue Date (Bank where the Customer(s) and/or the Purchaser(s) appoint the Bank or on such later date as may be permitted any persons authorised by the Holders Bank for the time being as the attorney of the Customer(s) and/or the Purchaser(s) upon the terms and subject to the conditions stipulated in their sole discretionthe Power of Attorney; and/or (d) the Guarantee; Where required by the Bank, the Customer(s) shall procure or cause the Guarantor(s) to enter into and deliver to the Bank the Guarantee guaranteeing the Bank with the payment of the Bank's Selling Price due and owing to the Bank by the Customer(s). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.

Security Documents. (a) To secure the full and punctual payment when due and the full and punctual performance Any of the obligations of the Company and the Subsidiary Guarantors in respect of the Notes and this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shall, on the Issue Date: (1) enter into the Collateral Agreement and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder Security Documents shall cease to be delivered in full force and effect, or shall cease to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or give the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and to perfect such Liens to the extent required by, and with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. Secured Creditors the Liens, rights, powers and privileges purported to be created thereby (d) Each Holderincluding, by accepting a Note, consents and agrees without limitation (to the terms of extent provided therein), a perfected security interest, to the Security Documents entered into on extent required by the Issue Date Credit Documents, in, and Lien on, all or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this Indenture, the Security Documents and the Intercreditor Agreement. (e) In the event that security interests in any material portion of the Collateral are not created (other than as a result of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, failure of the Collateral as now Agent to file continuation statements or hereafter constituted shall be for the benefit failure of all the HoldersCollateral Agent or the collateral agent under the ABL Credit Agreement to maintain possession of possessory collateral delivered to it), in favor of the Collateral Agent, superior to and prior to the Trustee rights of all third Persons (except as permitted by Section 10.01); or . Any Guaranty shall cease to be in full force and effect as to any Guarantor (other than any Guarantor otherwise qualifying as an Immaterial Subsidiary, whether or not so designated), or any Guarantor or any Person acting for or on behalf of such Guarantor shall deny or disaffirm in writing such Guarantor’s obligations under the Guaranty to which it is a party; or . One or more judgments or decrees shall be entered against Holdings, any Borrower or any Restricted Subsidiary (other than any Immaterial Subsidiary) involving in the aggregate for Holdings, Lead Borrower and its Restricted Subsidiaries (other than any Immaterial Subsidiary) a liability or liabilities (not paid or fully covered (other than to the extent of any deductible) by a reputable and solvent insurance company with respect to judgments for the payment of money) and such judgments and decrees either shall be final and non-appealable or shall not be vacated, discharged or stayed or bonded pending appeal for any period of 60 consecutive days, and the other secured parties described in the Security Documents aggregate amount of all such judgments and that the Lien granted in the Security Documents relating decrees (to the Notes in respect extent not paid or fully covered (other than to the extent of any deductible) by such insurance company) equals or exceeds the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.Threshold Amount; or

Security Documents. (a) To secure On the full and punctual payment when due and the full and punctual performance of the obligations of the Company and the Subsidiary Guarantors in respect of the Notes and this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shall, on the Issue Date: (1) enter into the Collateral Agreement and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and to perfect such Liens to the extent required by, and with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Initial Borrowing Date, the Company ------------------ Borrower and each of its Wholly-Owned Subsidiaries shall have duly authorized, executed and delivered a Pledge Agreement in the other Grantors shall enter into additional Security Documents and take form of Exhibit F (as modified, amended or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. (d) Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended supplemented from time to time in accordance with their the terms thereof and this Indenturehereof, the Security Documents "Pledge Agreement") and the Intercreditor Agreement. (e) In the event that security interests in any of the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts have delivered to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, as pledgee thereunder, all of the Trustee Pledged Securities (if any) referred to therein, endorsed in blank in the case of promissory notes or accompanied by executed and undated stock powers in the case of capital stock, and the Pledge Agreement under such other secured parties described documents shall be in full force and effect. (b) On the Initial Borrowing Date, (i) the Borrower and each Subsidiary Guarantor shall have duly authorized, executed and delivered a Borrower/Subsidiary Security Agreement in the form of Exhibit G-1 (as modified, amended or supplemented from time to time in accordance with the terms thereof and hereof, the "Borrower/Subsidiary Security Documents Agreement") and that the Lien granted (ii) each Affiliated Business Guarantor shall have duly authorized, executed and delivered an Affiliated Business Security Agreement in the form of Exhibit G-2 (as modified, amended or supplemented from time to time in accordance with the terms thereof and hereof, the "Affiliated Business Security Documents relating to Agreement" and, together with the Notes Borrower/Subsidiary Security Agreement, the "Security Agreements"), in respect each case covering all of the Trusteerespective Security Agreement Collateral, together with: (A) executed copies of Financing Statements (Form UCC-1 and/or UCC-3) or appropriate local equivalent in appropriate form for filing under the UCC or appropriate local equivalent of each jurisdiction as may be necessary to perfect the security interests purported to be created by the respective Security Agreement; (B) evidence of the completion of all other recordings and filings of, or with respect to, the respective Security Agreement as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the Holders security interests intended to be created by such Security Agreement; and (C) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the respective Security Agreement have been taken; and the Security Agreements and such other secured parties is subject to documents shall be in full force and qualified and limited in all respects by the Security Documents and actions that may be taken thereundereffect.

Security Documents. (a) To secure the full and punctual payment when due and the full and punctual performance of the obligations of the Company and the Subsidiary Guarantors in respect of the Notes and this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shall, on the Issue Date: (1) Each Lender hereby further authorizes Agent to enter into the Collateral Agreement and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents as secured party, and to perfect such Liens to the extent required by, and with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and accept the Subsidiary Guarantors Guaranty, in respect each case on behalf of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. (d) Each Holder, by accepting a Note, consents Lenders and agrees to be bound by the terms of the Security Documents entered and the Subsidiary Guaranty; PROVIDED that Agent shall not enter into or consent to any amendment, modification, termination or waiver of any provision contained in the Security Documents or the Subsidiary Guaranty without the prior consent of Requisite Lenders; PROVIDED FURTHER, that anything in this Agreement or the other Loan Documents to the contrary notwithstanding: (i) Agent is authorized on behalf of all Lenders, without the Issue Date necessity of any notice to or further consent from the Lenders, from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in accordance take any action with their terms and this Indenture, respect to any Collateral or the Security Documents which may be necessary to perfect and maintain perfected the Intercreditor Agreementsecurity interest in and Liens upon the Collateral granted pursuant to the Security Documents. (ii) The Lenders irrevocably authorize Agent, at its option and in its discretion, to release any Lien granted to or held by Agent upon any Collateral (a) upon termination of the Commitments and payment in full of the Loans and all other Obligations payable under this Agreement and under any other Loan Document; (b) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder or under the Security Documents; (c) constituting property in which any Credit Party owned no interest at the time the Lien was granted or at any time thereafter; (d) constituting property leased to any Credit Party under a 109 117 lease which has expired or been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by such Credit Party to be, renewed or extended; (e) In consisting of an instrument evidencing Indebtedness if the event that security interests Indebtedness evidenced thereby has been paid in any of the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (full; or on such later date as may be permitted by the Holders in their sole discretion). (f) Each Holderif otherwise approved, authorized or ratified in writing by accepting the NotesRequisite Lenders, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited subsection 10.6. Upon request by Agent at any time, Lenders will confirm in all respects by the Security Documents and actions that may be taken thereunderwriting Agent's authority to release particular types or items of Collateral pursuant to this subsection 9.6.

Security Documents. (a) To secure The Administrative Agent shall have received executed counterparts of a Security Agreement, in form and substance reasonably acceptable to the full and punctual payment when due and the full and punctual performance Administrative Agent, dated as of the obligations of the Company Closing Date, duly executed and the Subsidiary Guarantors in respect of the Notes and this Indenture delivered by each Obligor, together with all documents (including the Subsidiary Guarantees)share certificates, the Company transfers and the Subsidiary Guarantors shallstock transfer forms, on the Issue Date: (1notices or any other instruments) enter into the Collateral Agreement and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by filed under the Security Documents and evidence satisfactory to perfect such Liens it that arrangements have been made with respect to the extent all registrations, notices or actions required by, and with the priority required by, under the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant effected, given or made in order to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, establish a valid and enforceable perfected second-first priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. (d) Each Holder, by accepting a Note, consents and agrees to accordance with the terms of the Security Documents entered into on Documents, including: (i) delivery of all certificates (in the Issue Date or from time case of Equity Interests that are certificated securities (as defined in the UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to time thereafter be pledged and so delivered under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, in the case of Equity Interests that are uncertificated securities (including as defined in the provisions providing for UCC), confirmation and evidence reasonably satisfactory to the possession, use, release Administrative Agent and foreclosure of Collateral) as each may the Lenders that the security interest required to be amended from time pledged therein under the Security Agreement has been transferred to time and perfected by the Administrative Agent and the Lenders in accordance with their terms Articles 8 and this Indenture, 9 of the Security Documents NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Intercreditor Agreement. (e) In Administrative Agent as the event that security interests secured party, or other similar instruments or documents, in any of each case suitable for filing, filed under the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date UCC (or on such later date equivalent law) of all jurisdictions as may be permitted by necessary or, in the Holders in their sole discretion).opinion of the Administrative Agent, desirable to perfect the Liens of the Secured Parties pursuant to the Security Agreement; (fiii) Each HolderUCC-3 termination statements, by accepting the Notesif any, is deemed necessary to acknowledge that, as more fully set forth release all Liens and other rights of any Person in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties any collateral described in the Security Documents and that the Lien Agreement previously granted in by any Person; and (iv) all applicable Short-Form IP Security Agreements required to be provided under the Security Documents relating to the Notes in respect Agreement, each dated as of the TrusteeClosing Date, the Collateral Agent, the Holders duly executed and such other secured parties is subject to and qualified and limited in all respects delivered by the Security Documents and actions that may be taken thereundereach applicable Obligor.

Security Documents. (a) To secure the full and punctual payment when due and the full and punctual performance of the obligations of the Company and the Subsidiary Guarantors in respect of the Notes and this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shall, on the Issue Date: (1) enter into the Collateral Agreement and deliver On or prior to the Trustee or Collateral Agent all certificates representing Capital Stock Closing Date, amendments to the Security Documents shall have been duly executed and other instruments and documents required thereunder delivered by the respective parties thereto and, except to be the extent previously provided, there shall have been delivered to the Trustee Collateral Agent with respect to such Security Documents (i) certificates representing all Pledged Securities (if certificated), together with executed and undated stock powers and/or assignments in blank, (ii) appropriate financing statements or comparable documents of, and executed by, the appropriate entities in proper form for filing under the provisions of the UCC and applicable domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate, in the Collateral Agent's sole discretion, to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or grant to the Collateral Agent a perfected first priority Lien in such Collateral superior to be filed, registered or recorded and prior to create the rights of all third persons other than the holders of Prior Liens intended and subject to be created no other Liens except those expressly permitted by the Security Documents and to perfect such Liens to the extent required by, and with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any applicable Security Document, (1iii) UCC, judgment and tax lien search reports listing all effective financing statements or comparable documents which name any mortgages (applicable Credit Party as debtor and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but which are filed in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to any of such Collateral is located and the First Lien Administrative Agent jurisdictions in connection with which any applicable Credit Party's principal place of business is located in the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required United States, none of which shall encumber such Collateral covered or intended or purported to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and covered by the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respectsiv) in favor of the Trustee for the benefit of the Holders. (d) Each Holder, unless waived by accepting a Note, consents and agrees to the terms of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this Indenture, the Security Documents and the Intercreditor Agreement. (e) In the event that security interests in any of the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, to the Trustee and extent inventory is maintained on leased premises, agreements from the other secured parties described respective landlords of such of the Real Property which is being leased by any Credit Party confirming that such landlords have subordinated their landlord liens in such Credit Party's personal property to the security interests held by Collateral Agent pursuant to the applicable Security Documents and that such landlords will provide Collateral Agent with reasonable access to such facilities to exercise Collateral Agent's remedies pursuant to such applicable 47 -41- Security Documents, and (v) evidence of the Lien granted completion of all recordings and filings of each such Security Document and delivery of such other security and other documents as may be necessary or, in the Security Documents relating to the Notes in respect opinion of the Trustee, the Collateral Agent, desirable to perfect the Holders and Liens created, or purported or intended to be created, by such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunderDocuments.

Security Documents. (a) To In order to secure the full due and punctual payment of the principal, premium, if any, and interest and any Additional Amounts, if any, on the Notes, when the same shall be due and payable, whether on an interest payment date, at the full Stated Maturity, by acceleration, repurchase, redemption or otherwise, and punctual interest on the overdue principal of and interest on the Notes and performance of the all other obligations of the Company and the Subsidiary Guarantors in respect of to the Holders or the Trustee under this Indenture, the Notes and this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shall, have or will on or about the Issue Date: , entered into the Security Documents. The Security Documents (1both individually and taken together as a whole) and the Liens granted thereunder, shall, at all times that any obligations under the Notes, Guarantees or this Indenture are outstanding, be no less favorable to the Second Priority Parties (subject only to the provisions of the Intercreditor Agreement) than the Security Documents (both individually and taken together as a whole) and the Liens granted thereunder, entered into and granted, as the case may be, in favor of the First Priority Parties. Any Person which, after the Issue Date, becomes a Guarantor under this Indenture, shall, upon becoming a Guarantor under this Indenture, become a party to a Security Document with respect to the assets or property of such Person, if any, that secure the Obligations of such Person under the Credit Agreement, the Private Placement Notes, any Refinancing thereof which is secured by a Lien or any Senior Debt referred to in clause (c) below. Each Holder, by accepting a Note, consents and agrees to all of the terms and provisions of the Security Documents, as the same may be amended from time to time pursuant to the terms of the Security Documents and this Indenture, and authorizes and directs the Trustee, who shall in turn be authorized to instruct the Security Agent to enter into the Collateral Agreement Security Documents on its behalf and on behalf of such Holder, to appoint the Security Agent to serve as security agent and representative of the Trustee and such Holder thereunder and in accordance therewith and to perform its obligations and exercise its rights thereunder and in accordance therewith. The Company shall deliver to the Trustee or Collateral Agent copies of all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered to the Trustee (or Security Agent pursuant to the First Lien Administrative Agent Security Documents, and shall do or cause to be done all such acts and things as gratuitous bailee for the Trustee); (2) filemay be necessary or proper, register or record all documents and instruments, including UCC financing statements, as may be required by applicable law or reasonably requested by the provisions of the Security Documents, to assure and confirm to the Trustee or and the Security Agent the security interest in the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created contemplated by the Security Documents and to perfect such Liens to the extent required by, and with the priority required bythis Indenture, the Security Documents or any part hereof or thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by Indenture and of the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be requiredNotes and Guarantees secured thereby, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything according to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (intent and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) purposes herein and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Datetherein expressed. The Company and the Guarantors shall deliver an Officer’s Certificate take, upon the written request of the Security Agent or the Trustee (to the extent the Trustee certifying is permitted to make such request under the satisfaction of Security Documents), any and all actions reasonably required to cause the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect create and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of under this Indenture, the Notes, this Indenture (including the Subsidiary Guarantors) Notes and the Security DocumentsGuarantees, a valid and enforceable perfected second-priority Lien on and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) Collateral, in favor of the Trustee Security Agent for the benefit of the HoldersSecond Priority Parties. (db) Each HolderThe Trustee shall, by accepting a Noteupon receipt of an Officer’s Certificate of the Company or any Guarantor designating any amendment, consents and agrees refinancing successor or replacement agreement to any First Priority Debt as Senior Debt of the Company or such Guarantor pursuant to the terms definition of Senior Debt, (i) acknowledge in writing to the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possessionCompany that, use, release and foreclosure of Collateral) as each may be amended from time to time requested in accordance with their terms and this Indenturethe Officer’s Certificate, the Security Documents and, if applicable, the Intercreditor Agreement shall be applicable to the obligations of the Company, such Guarantor or any of their respective Subsidiaries pursuant to such Senior Debt, or (ii) execute new Security Documents and, if applicable, an intercreditor agreement on substantially identical terms as the existing Security Documents and Intercreditor Agreement, with such changes therein as are necessary to reflect such credit agreement and the parties thereto. Any collateral held by a Security Agent (as defined in the applicable Security Documents) for the benefit of the Second Priority Parties shall constitute Collateral for purposes of this Indenture. (c) From and after the Issue Date, if, following the release of a Lien on any Collateral securing the Notes and the Guarantees, any property or assets of the Company or any Guarantor is again made subject to a Lien to secure any Indebtedness owed to First Priority Parties, the Company or such Guarantor, as the case may be, shall concurrently grant Liens on no worse terms than Liens securing such Senior Debt, upon such asset or property as security for the Notes and the Guarantees and take all such actions (including the filing and recording of financing statements, mortgages and other documents) that may be required under any applicable law, or which the Security Agent may reasonably request, to perfect such Liens under the Security Documents, all at the expense of the Company or such Guarantors, as the case may be, including reasonable fees and expenses of counsel incurred by the Security Agent in connection therewith; provided, however, that such Liens may be subordinated to the Liens securing such Senior Debt on terms no worse than those described under the Intercreditor Agreement. (e) In the event that security interests in any of the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.

Security Documents. (a) To secure the full and punctual payment when due and the full and punctual performance of the obligations of the Company and the Subsidiary Guarantors in respect of the Notes and this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shall, on the Issue Date: (1) enter into the Collateral Agreement and deliver to the Trustee Each Borrower shall take all actions necessary or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee Administrative Agent or the Collateral Agent to be filed, registered or recorded maintain each Security Document in full force and effect and enforceable in accordance with its terms and to create maintain and preserve the Liens intended to be created by the Security Documents and the priority thereof, including (i) making filings and recordations, (ii) making payments of fees and other charges, (iii) issuing and, if necessary, filing or recording supplemental documentation, including continuation statements, (iv) discharging all claims or other Liens adversely affecting the rights of any Secured Party in any Collateral, (v) publishing or otherwise delivering notice to perfect third parties, (vi) depositing title documents, and (vii) taking all other actions either necessary or otherwise requested by the Administrative Agent or the Collateral Agent to ensure that all Collateral (including any after-acquired Property of the Borrowers intended to be covered by any Security Document) is subject to a valid and enforceable first-priority Lien (subject only to (i) Permitted Liens and (ii) the priority afforded to such Permitted Liens by operation of Law) in favor of the Collateral Agent for the benefit of the Secured Parties. In furtherance of the foregoing, (A) each Borrower shall ensure that all Property acquired by it shall become subject to the extent required by, and with the priority required by, Lien of the Security Documents or this Indenture; and having the priority contemplated thereby promptly upon the acquisition thereof and (3B) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date except with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date Checking Accounts, each Borrower shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood not open or maintain any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken bank account without first taking all such actions as may be required pursuant necessary or otherwise requested by the Administrative Agent to this Indenture or under any Security Document ensure that such bank account is subject to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-first priority Lien and security interest in all favor of the Collateral Agent for the benefit of the Secured Parties. (b) Each Borrower shall take all action necessary to cause each Additional Project Document to which it is a party and each Site Real Estate Right obtained following the Closing Date, including, without limitation, each Specified Site Real Estate Right upon the procurement of a Consent Agreement from the applicable Specified Facility RE Right Grantor, to be or become subject to the terms Liens of the Intercreditor Agreement and the Security Documents in all respects(whether by amendment to any Security Document, execution of a new Security Document or otherwise) in favor of the Trustee for the benefit of the Holders. (d) Each HolderCollateral Agent, by accepting a Note, consents and agrees to the terms of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this Indenture, the Security Documents and the Intercreditor Agreement. (e) In the event that security interests in any of the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to any Material Additional Project Document, shall deliver or cause to be delivered to the Administrative Agent and the Collateral Agent such certificates or other documents with respect thereto as the Administrative Agent or the Collateral as promptly as Agent may reasonably practicable after the Issue Date request. Each Borrower shall cause each party to a Material Additional Project Document (other than such Borrower) and each Specified Facility RE Right Grantor to execute and deliver a Consent Agreement with respect to each such Material Additional Project Document or on such later date as may be permitted by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge thatSpecified Site Real Estate Right, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunderapplicable.

Security Documents. The Loans and all amounts outstanding from time to time under the Loan Documents shall be secured by: a. A first priority security interest (asubject to Permitted Liens) To secure the full in (i) all tangible and punctual payment when due intangible personal property, (ii) all fixtures and (iii) all owned real property of Borrower and the full Borrower Subsidiaries, now owned or hereafter acquired, and punctual performance all proceeds and products of such assets. Lender’s security interest in the foregoing shall be created by and shall be subject to the provisions of the obligations Security Agreement and shall be subject to the provisions of the Company Intercreditor and the Subsidiary Guarantors Subordination Agreement. Promptly, and in respect of the Notes and this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shall, on the Issue Date: any event within one (1) enter into Business Day, following the Collateral Agreement formation (or, as applicable, incorporation) thereof, Borrower shall cause each Borrower Subsidiary to execute and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered Lender a Supplement to the Trustee Security Agreement. b. A first priority security interest (subject to Permitted Liens) in all assets of Guarantor (other than the membership interests of Guarantor in Borrower which are addressed in clause (c) below), now owned or to hereafter acquired, and all proceeds and products of such assets. Lender’s security interest in the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to foregoing shall be created by and subject to the provisions of the Security Documents Agreement and shall be subject to perfect such Liens the provisions of the Intercreditor and Subordination Agreement to the extent required by, and with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect)provided therein. (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-c. A first priority Lien and security interest in the membership interests of Guarantor in Borrower, now owned or hereafter acquired by Guarantor, and all proceeds and products thereof. Lender’s security interest in the foregoing shall be created by and shall be subject to the provisions of the Collateral Pledge Agreement and shall be subject to the provisions of the Intercreditor and Subordination Agreement to the extent provided therein. *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. d. A first priority security interest (subject to the terms NSM Lien) in Borrower’s membership interests in the Borrower Subsidiaries hereafter formed or acquired by Borrower, and all proceeds and products thereof. Lender’s security interest in the foregoing shall be created by and shall be subject to the provisions of the Pledge Agreement and shall be subject to the provisions of the Intercreditor and Subordination Agreement to the extent provided therein. e. Notwithstanding the provisions of Section 2.5(a) through 2.5(d), inclusive, Lender acknowledges and agrees that the obligations of Borrower and the Borrower Subsidiaries under the Interest Purchase Agreement shall be secured by a first priority security interest in favor of NSM in and to all personal property, fixtures and owned real property of Borrower and the membership interests owned by Borrower (other than Borrower’s membership interests in each Borrower Subsidiary that does not hold Licenses) and all personal property, fixtures and owned real property of the Borrower Subsidiaries, in each case now owned or hereafter acquired, and all proceeds and products of such assets. NSM’s security interests in the foregoing shall be created by and shall be subject to the provisions of the NSM Security Agreement and the Security Documents NSM Pledge Agreement. NSM’s security interest in all respects) the foregoing shall have priority over Lender’s security interest in favor of such assets, and Lender’s security interest in the Trustee for the benefit of the Holders. (d) Each Holder, by accepting a Note, consents and agrees foregoing shall be subordinated to the terms of NSM Lien in such assets and membership interests, in each case to the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release extent provided herein and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this Indenture, the Security Documents and the Intercreditor and Subordination Agreement. (e) In the event that security interests in any of the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.

Security Documents. (a) To secure the full and punctual The payment of all Note Obligations when due and (whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise) shall be secured as provided in the full and punctual performance of the obligations of Security Documents which the Company and the Subsidiary Guarantors have entered into simultaneously with the execution of this Indenture and shall be secured as provided in respect all Security Documents hereafter delivered as required or permitted by this Indenture. (b) The Company and each of the Notes Guarantors represents, covenants and this Indenture agrees that each of them have and shall at all times have, full right, power and lawful authority to grant, bargain, sell, release, convey, hypothecate, assign, mortgage, pledge, transfer and confirm the property constituting the Collateral pursuant to the Security Documents to which such Persons are party, free and clear of all Liens (including the Subsidiary Guaranteesother than First Priority Liens and other Permitted Liens), and that (i) it will forever warrant and defend the title to the same against the claims of all Persons (except as to First Priority Liens and other Permitted Liens), (ii) the Company and each of the Subsidiary Guarantors shallGuarantors, on the Issue Date: (1) enter into the Collateral Agreement as applicable, will execute, acknowledge and deliver to the Trustee such further assignments, transfers, assurances or Collateral Agent all certificates representing Capital Stock and other instruments as the Trustee may reasonably require and documents required thereunder (iii) the Company and each of the Guarantors, as applicable, will do or cause to be delivered done all such acts as may be reasonably required by the Trustee, to confirm to the Trustee (such Lien on the Collateral, or any part thereof, as from time to time constituted, so as to render the First Lien Administrative Agent as gratuitous bailee same available for the Trustee); (2) file, register or record all documents security and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by benefit of the Security Documents and to perfect such Liens to the extent required byDocuments, and with the priority required bythis Indenture, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by Notes and the Guarantees. The Company or any Domestic Subsidiary and each of the Guarantors further covenants and agrees that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any each Security Document, as applicable, creates or will create (1when delivered) any mortgages a valid Second Priority Lien (and any related Security Documents) required subject to be granted pursuant to clause (aPermitted Liens) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereofCollateral subject thereto. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations Each Holder of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all by its acceptance of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. (d) Each Holder, by accepting a Note, consents and agrees to the terms of each Security Document and the Security Documents entered into on the Issue Date or from time to time thereafter Subordination Agreement (including the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) ), authorizes and directs the Trustee to appoint U.S. Bank National Association as each may be amended from time Collateral Agent on the Issue Date and directs the Collateral Agent to time in accordance with their terms and this Indenture, enter into the Security Documents and the Intercreditor Subordination Agreement, and authorizes and empowers each of the Trustee and the Collateral Agent to bind the Holders of Notes as set forth in the Security Documents and the Subordination Agreement and to perform its respective obligations and exercise its respective rights and powers thereunder. The Collateral Agent, solely in that separate capacity, shall have only the express functions and duties set forth in the Security Documents and the Subordination Agreement or as directed by the Trustee in performance thereof, shall be entitled to each of the rights, privileges, protections, duty limitations, immunities, indemnity, reimbursement, and benefits as are provided to the Trustee pursuant to Section 6.05 and Article Seven hereof, shall not possess or exercise discretionary duties in such performance and shall act only as directed by the Trustee in connection with any Event of Default. (d) Concurrently with (i) a Person becoming a Guarantor or (ii) a Lien on any asset of the Company or its Restricted Subsidiaries being granted in favor of the Collateral Agent, the Company shall, or shall cause the applicable Restricted Subsidiary to, among other things: (1) in the case of personal property, execute and deliver to the Collateral Agent such UCC-1 financing statements or take such other actions as shall be necessary or desirable to perfect and protect the Collateral Agent’s Lien on and security interest in such assets or property and the second priority thereof (subject only to Permitted Liens); (2) in the case of real property, execute and deliver to the Trustee: (a) a Mortgage, under which the Company or such Restricted Subsidiary shall grant to the Collateral Agent a second priority lien on and security interest in such real property and any related fixtures (subject only to Permitted Liens); (b) survey (for fee-owned real property) and title insurance (provided that (i) any mortgagee title insurance policy in respect of any owned real property shall include additional endorsements for survey, public road access and so-called comprehensive coverage, if available, and (ii) with regard to real property acquired after the Issue Date, any survey shall be sufficient for the title insurance company to issue the so-called comprehensive endorsement to the title insurance policy and remove the standard survey exception from the title insurance policy), covering any real property that is owned by such Restricted Subsidiary in an amount at least equal to the purchase price of such real property; (c) UCC-1 fixture filings; and (d) such other documents required by this Indenture; and (3) upon request of the Trustee, promptly deliver to the Trustee Opinions of Counsel as to the enforceability and perfection of such Liens and security interests. (e) In the event that security interests in any of the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all As among the Holders, the Collateral Agent, shall be held for the Trustee equal and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect ratable benefit of the TrusteeHolders without preference, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunderpriority or distinction of any thereof over any other.

Security Documents. (a) To secure Notwithstanding anything to the full and punctual payment when due and the full and punctual performance contrary contained herein or in any other Loan Document, within one Business Day of the obligations of the Company and the Subsidiary Guarantors in Closing Date (or, solely with respect of the Notes and this Indenture to clause (including the Subsidiary Guaranteesb), the Company and the Subsidiary Guarantors shall, on the Issue Date: (1) enter into the Collateral Agreement and deliver such later date as shall be reasonably acceptable to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder Administrative Agent) the Borrower shall have caused to be delivered to the Trustee (or to the First Lien Administrative Agent (a) the Security Agreement, duly executed and delivered by the Borrower, each other Loan Party and the Administrative Agent, (b) certificates, if any, representing the Pledged Equity (as gratuitous bailee for defined in the Trustee); Security Agreement) accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt (2as defined in the Security Agreement) fileindorsed in blank, register or record all documents and instruments(c) each document (including, including UCC without limitation, any Uniform Commercial Code financing statements, statement) required by applicable the Security Documents or under law or reasonably requested by the Trustee or the Collateral Administrative Agent to be filed, registered or recorded in order to create the Liens intended to be created by the Security Documents and to perfect such Liens to the extent required by, and with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee Administrative Agent, for the benefit of the Holders. Lenders, a perfected Lien on the collateral described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 7.02), which shall have been delivered to the Administrative Agent in proper form for filing, registration or recordation (it being understood that no account control agreements or landlord waivers shall be required to be obtained or otherwise delivered by any of the Loan Parties), and (d) Each Holder, by accepting a Note, consents and agrees written opinion (addressed to the terms Administrative Agent, the Issuing Lenders and the Lenders and dated the Closing Date) of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing Lxxxxx & Wxxxxxx LLP, counsel for the possessionLoan Parties, usein form and substance reasonably satisfactory to the Administrative Agent, release covering such other matters relating to the Loan Parties, this Agreement or the Transactions as the Administrative Agent shall reasonably request (and foreclosure of Collateral) as each may be amended from time the Borrower hereby instructs such counsel to time in accordance with their terms deliver such opinion to the Lenders and this Indenturethe Administrative Agent). In addition, the Security Documents Administrative Agent shall have received the results of recent lien searches in each relevant jurisdiction with respect to the Loan Parties, and the Intercreditor Agreement. (e) In the event that security interests in such searches shall reveal no Liens on any of the Collateral are not created as assets of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be Loan Parties except for Liens permitted by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed Section 7.02 or Liens to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now be discharged pursuant to documentation or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating arrangements reasonably satisfactory to the Notes in respect of the Trustee, the Collateral Administrative Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.

Security Documents. (a) To In order to secure the full due and punctual payment when due and the full and punctual performance of the obligations of the Company and the Subsidiary Guarantors in respect of the Notes and this Indenture Obligations, (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors i) EOC shall, on upon the Issue Date: (1) expiration of the Escrow Period, enter into the Collateral US Pledge Agreement, the Dutch Pledge Agreement and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock UK Security Assignment and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2ii) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and to perfect such Liens to the extent required by, and with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to other than EOC owns any Lien securing Specified Collateral Assets upon the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction expiration of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue DateEscrow Period, the Company and each such Domestic Subsidiary shall, upon the other Grantors shall expiration of the Escrow Period, enter into additional the US Pledge Agreement and such other Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral Agent may request in order to create and perfect security interests in such Specified Collateral Assets (subject to as well as such other assets that constitute Collateral under the terms of the Intercreditor Agreement and the Security Documents in all respectsUS Pledge Agreement) in favor of the Trustee Collateral Agent, for the benefit of the Holders. (d) Each HolderSecured Parties, including Security Documents governed by accepting a Note, consents and agrees to the terms law of the Security Documents entered into on jurisdiction of organization of any First-Tier Foreign Subsidiary whose Capital Stock constitutes part of such Specified Collateral Assets or the Issue Date jurisdiction of organization of the obligor under any promissory notes or from time other Indebtedness that constitutes part of such Specified Collateral Assets, as applicable; provided, however, that the Company or such Domestic Subsidiary, as applicable, shall not be required to time thereafter grant a security interest in the voting Capital Stock of any First-Tier Foreign Subsidiary representing greater than 65% of the voting Capital Stock of such First-Tier Foreign Subsidiary. The Company shall, and shall cause every other Pledgor to, and each Pledgor shall, make all filings (including the provisions providing for the possession, use, release filings of continuation statements and foreclosure of Collateral) as each amendments to UCC financing statements that may be amended from time necessary to time in accordance with their terms continue the effectiveness of such UCC financing statements) and this Indenture, the Security Documents and the Intercreditor Agreement. (e) In the event that security interests in any of the Collateral take all other actions as are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (necessary or on such later date as may be permitted by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects required by the Security Documents to maintain (at the sole cost and actions that may be taken thereunderexpense of the Pledgors) the security interest created by the Security Documents in the Collateral as a perfected first-priority security interest.

Security Documents. (a) To secure Except with respect to Motor Vehicles and other Equipment covered by a certificate of title or ownership, all filings and recordings necessary, in the full and punctual payment when due and the full and punctual performance opinion of the obligations of Administrative Agent, to perfect the Company and the Subsidiary Guarantors in respect of the Notes and this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shall, on the Issue Date: (1) enter into the Collateral Agreement and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder security interests contemplated to be delivered granted to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and to perfect such Liens to the extent required by, and with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. (d) Each Holder, by accepting a Note, consents and agrees to the terms of Secured Parties under the Security Documents entered into on shall have been made, and the Issue Date Administrative Agent shall have received evidence satisfactory to it that the Security Documents are in full force and effect and the Liens contemplated by the Security Documents are perfected and of first priority (except for any such prior Liens which are expressly permitted by this Agreement to be prior). The Administrative Agent shall have received: (i) Uniform Commercial Code search certificates from the jurisdictions in which Uniform Commercial Code financing statements are to be filed reflecting no other financing statements or from time filings which evidence Liens of other Persons in the Collateral which are prior to time thereafter (including the provisions providing for Liens granted to the possession, use, release and foreclosure of Collateral) as each may be amended from time to time Collateral Agent in accordance with their terms and this IndentureAgreement, the Security Documents and the Intercreditor Agreement.other Loan Documents, except for any such prior Liens (A) which are expressly permitted by this Agreement to be prior or (B) for which the Administrative Agent has received a termination statement; (eii) In the event that security interests in any a Control Agreement for each of the Collateral are not created as of Material Project Accounts, in each case upon terms and provisions satisfactory to the Issue DateAdministrative Agent, appropriately completed and duly executed by the Borrower, the Company Collateral Agent and the depositary bank with which such Material Project Account is maintained; (iii) evidence reasonably satisfactory to the Administrative Agent that the instructions for all required transfers of funds are in place as required under Section 9.1(b); (iv) such other documents, instruments and agreements as the Administrative Agent may reasonably request to create and perfect the Liens granted to the Collateral Agent or any Lender in this Agreement, the Security Documents and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Holders in their sole discretion).Loan Documents; and (fv) Each Holder, by accepting such other evidence as the Notes, is deemed Administrative Agent may request to acknowledge that, as more fully set forth in establish that the Security Documents, Liens granted to the Collateral as now or hereafter constituted shall be Agent for the benefit of all the HoldersSecured Parties in this Agreement, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted other Loan Documents are perfected and prior to the Liens of other Persons in the Security Documents relating Collateral, except for any such Liens which are expressly permitted by this Agreement to the Notes in respect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunderprior.

Security Documents. (aA) To In order to secure the full and punctual payment when due and Secured Obligations, (i) the full and punctual performance of the obligations of the Company and the Subsidiary Guarantors in respect of the Notes and this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shallPledgor, on the Issue Date:Date simultaneously with the execution and delivery of this Supplemental Indenture, entered into Pledge Agreement granting the Collateral Agent a Lien, subject only to Permitted Liens, on the Pledged Collateral and (ii) the Company agrees that it will take all such action as shall be reasonably required to ensure that the Secured Obligations will at all times be secured by a Lien, subject only to Permitted Liens, on the Pledged Collateral, except as otherwise permitted by the terms of this Indenture. (1B) enter into the Collateral Agreement Each Holder of Notes, by its acceptance of a Note, is deemed to have consented and deliver agreed to the Trustee terms of the Pledge Agreement, as originally in effect and as amended, supplemented or Collateral Agent all certificates representing Capital Stock replaced from time to time in accordance with its terms or the terms of this Indenture, to have authorized and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or directed the Collateral Agent to be filedenter into the Pledge Agreement, registered or recorded and to create have authorized and empowered the Liens intended Collateral Agent to be created bind the Holders of Notes as set forth in the Pledge Agreement and to perform its obligations and exercise its rights and powers thereunder, including entering into amendments permitted by the Security Documents and to perfect such Liens to terms of the extent required by, and with Indenture or the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect)Pledge Agreement. (bC) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or in any Security Documentother Pledge Agreement, neither the Trustee nor the Collateral Agent shall be responsible for the existence, genuineness or value of any of the Pledged Collateral, or for the creation, validity, perfection, priority or enforceability of the Liens in any of the Pledged Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, for the validity or sufficiency of the Pledged Collateral or any agreement or assignment contained therein, for the validity of the title of the Pledgor to the Pledged Collateral, for insuring the Pledged Collateral or for the payment of taxes, charges, assessments or Liens upon the Pledged Collateral or otherwise as to the maintenance of the Pledged Collateral. (1D) The Trustee shall have no obligation to give, execute, deliver, file, record, authorize or obtain any mortgages financing statements, notices, instruments, documents, agreements, consents or other papers as shall be necessary to (and any related Security Documentsi) required create, preserve, perfect or validate the security interest granted to be granted the Collateral Agent pursuant to clause the this Indenture or the Pledge Agreement or (aii) on enable the Issue Date Collateral Agent to exercise and enforce its rights under this Indenture or the Pledge Agreement with respect to real property that is securing First Lien Secured Indebtedness on such pledge and security interest. In addition, the Issue Date Trustee shall be granted as soon as commercially reasonable following the Issue Date, but in have no event later than 30 days following the Issue Date responsibility or liability (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent i) in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On acts or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations omissions of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture foregoing or (including the Subsidiary Guarantorsii) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. (d) Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this Indenture, the Security Documents and the Intercreditor Agreement. (e) In the event that security interests in any of the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Holders in their sole discretion). (f) Each Holderlegality, by accepting the Notes, is deemed to acknowledge that, as more fully set forth validity and enforceability of any security interest created in the Security Documents, Pledged Collateral or the Collateral as now or hereafter constituted shall be for the benefit perfection and priority of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereundersecurity interest.

Security Documents. (aA) To In order to secure the full and punctual payment when due and Secured Obligations, (i) the full and punctual performance of the obligations of the Company and the Subsidiary Guarantors in respect of the Notes and this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shallPledgor, on the Issue Date:Date simultaneously with the execution and delivery of this Supplemental Indenture, entered into Pledge Agreement granting the Collateral Trustee a Lien, subject only to Permitted Liens, on the Collateral and (ii) the Company agrees that it will take all such action as shall be reasonably required to ensure that the Secured Obligations will at all times be secured by a Lien, subject only to Permitted Liens, on the Collateral, except as otherwise permitted by the terms of this Indenture. (1B) Each Holder of Notes, by its acceptance of a Note, is deemed to have consented and agreed to the terms of the Pledge Agreement, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, to have authorized and directed the Collateral Trustee to enter into the Pledge Agreement, and to have authorized and empowered the Collateral Trustee to bind the Holders of Notes as set forth in the Pledge Agreement and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock perform its obligations and other instruments exercise its rights and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instrumentspowers thereunder, including UCC financing statements, required by applicable law or reasonably requested entering into amendments permitted by the Trustee terms of the Indenture or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and to perfect such Liens to the extent required by, and with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect)Pledge Agreement. (bC) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or in any Security other Collateral Document, neither the Trustee nor the Collateral Agent shall be responsible for the existence, genuineness or value of any of the Collateral, or for the creation, validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of the Grantors to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. (1D) The Trustee shall have no obligation to give, execute, deliver, file, record, authorize or obtain any mortgages financing statements, notices, instruments, documents, agreements, consents or other papers as shall be necessary to (and any related Security Documentsi) required create, preserve, perfect or validate the security interest granted to be granted the Collateral Agent or the Collateral Trustee pursuant to clause the this Indenture or the Pledge Agreement or the other Collateral Documents or (aii) on enable the Issue Date Collateral Trustee to exercise and enforce its rights under this Indenture or the Pledge Agreement or the other Collateral Documents with respect to real property that is securing First Lien Secured Indebtedness on such pledge and security interest. In addition, the Issue Date Trustee shall be granted as soon as commercially reasonable following the Issue Date, but in have no event later than 30 days following the Issue Date responsibility or liability (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent i) in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On acts or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations omissions of the Company and the Subsidiary Guarantors in respect of the Notesforegoing or (ii) for or with respect to the legality, this Indenture (including the Subsidiary Guarantors) validity and the Security Documents, a valid and enforceable perfected second-priority Lien and enforceability of any security interest created in all of the Collateral (subject to or the terms perfection and priority of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holderssuch security interest. (dE) Each Holder, by accepting a Note, consents and agrees to the terms Within 60 days of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this Indenture, the Security Documents and the Intercreditor Agreement. (e) In the event that security interests in any of the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted agreed to by the Holders Collateral Trustee in their its sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for Company will cause the benefit of all the Holders, Mortgagor to deliver to the Collateral Agent, Trustee under the Collateral Trustee Agreement Mortgages encumbering the Mortgaged Property and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating deliver to the Notes in respect Collateral Trustee an Opinion of Counsel of Xxxx Xxxxxx LLP, dated on or before the date of the TrusteeMortgages, and covering matters customary in similar transactions, in a form and substance reasonably satisfactory to the Collateral Agent, Trustee under the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunderCollateral Trust Agreement.

Security Documents. A copy of each of the following security documents (athe Pre-Closing Transaction Security Documents) To secure executed by the full and punctual payment when due Parent and the full Company, together with customary deliverables: (i) a Cayman law governed first ranking share mortgage to be entered into by the Parent and punctual performance the Security Agent in relation to the creation of security over all the obligations of shares in the Company and the Subsidiary Guarantors completion of any perfection or other requirements in respect to such security; (ii) a Cayman or English law governed first ranking assignment agreement to be entered into by the Parent and the Security Agent in relation to assignment of any intercompany loans made to the Notes Company by the Parent and this Indenture the completion of any perfection or other requirements in respect to such security; (including the Subsidiary Guarantees), iii) a Cayman or English law governed first ranking all asset security to be entered into by the Company and the Subsidiary Guarantors shall, on Security Agent in relation to the Issue Date:creation of security over all of the assets of the Company (including assignment of rights under the Transaction Agreement and intercompany loans granted by the Company to its subsidiaries). (1iv) enter a Cayman law governed first ranking share mortgage to be entered into by the Collateral Agreement Company and deliver the Security Agent in relation to the Trustee creation of security over all the shares in the General Partner and all limited partnership interests in the Partnership, provided that neither the General Partner nor the Partnership shall be required to sign or Collateral Agent all certificates representing Capital Stock deliver any documents, notices, instruments, deliverables or take any steps prior to Closing Date (as a condition precedent or otherwise), and any perfection or other instruments and documents required thereunder requirements involving the General Partner or the Partnership shall be a condition subsequent to be delivered to completed after the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee)Closing Date; (2v) filea signed and undated US law governed first ranking share mortgage to be entered into by the Company and the Security Agent in relation to the creation of security over all the shares in Chindex US provided that Chindex US shall not be required to sign or deliver any documents, register or record all documents and notices, instruments, including UCC financing statementsdeliverables or take any steps prior to Closing Date (as a condition precedent or otherwise), required by applicable law and any perfection or reasonably requested by the Trustee or the Collateral Agent other requirements involving Chindex US shall be a condition subsequent to be filed, registered or recorded to create completed after the Liens intended to be created by the Security Documents and to perfect such Liens to the extent required by, and with the priority required by, the Security Documents or this IndentureClosing Date; and (3vi) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding a signed and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required undated Cayman law governed first ranking share mortgage to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, by the Company and the Security Agent in relation to the creation of security over all the shares in HHH Inc., provided that HHH Inc. shall not be required to sign or deliver any documents, notices, instruments, deliverables or take any steps prior to Closing Date (as a condition precedent or otherwise), and any perfection or other Grantors requirements involving HHH Inc. shall enter into additional Security Documents and take or cause be a condition subsequent to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. (d) Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this Indenture, the Security Documents and the Intercreditor Agreement. (e) In the event that security interests in any of the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable completed after the Issue Date (or on such later date as may be permitted by the Holders in their sole discretion)Closing Date. (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.

Security Documents. As security for the due repayment of all sums from time to time payable to the Bank, the Borrower shall ensure and procure that the following Security Documents are duly executed and, where required properly registered in favour of the Bank at the time specified herein or otherwise as required by the Bank and ensure that such security, apart from this Agreement, consists of (a) To secure the full and punctual payment when due A Master Swap Agreement and the full relevant Schedule attached thereto (the "Master Swap Agreement") executed by the Borrower in form and punctual performance substance satisfactory to the Bank; (b) A Master Agreement Security Deed (the "Master Agreement Security Deed") executed or (as the context may require) to be executed by the Borrower in favour of the obligations Bank; (c) A Corporate Guarantee from the Corporate Guarantor in form and substance satisfactory to the Bank (the "Corporate Guarantee"); (d) A duly registered First Preferred Mortgage over the Vessel providing on the basis of the Company provisions of the applicable law the highest degree of security for the Bank (the "Mortgage"); (e) A first Priority General Assignment of all the Insurances, Earnings, and Requisition Compensation for the Subsidiary Guarantors Vessel in form and substance satisfactory to the Bank and respective notices of assignment and acknowledgements thereof (the "General Assignment"); (f) Specific assignment of the benefit of the Charter in respect of the Notes Vessel chartered and this Indenture respective notices and acknowledgements thereof (including the Subsidiary Guarantees"Specific Assignment"), the Company and the Subsidiary Guarantors shall, on the Issue Date:. (1g) enter into the Collateral Agreement Pledge agreement(s) in form and deliver substance satisfactory to the Trustee Bank executed or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder (as the context may require) to be delivered executed by the Borrower or by the Corporate Guarantor in favour of the Bank creating security in respect of the Operating Account for the Vessel (the "Operating Account Pledge(s)") (h) A pledge agreement in form and substance satisfactory to the Trustee Bank executed or (or as the context may require) to be executed by the First Lien Administrative Agent as gratuitous bailee for Borrower in favour of the TrusteeBank in respect of the Retention Account (the "Retention Account Pledge"); (2i) file, register or record all documents Manager's undertaking in form and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and to perfect such Liens substance satisfactory to the extent required by, and with Bank pursuant to which the priority required by, Manager will subrogate its rights to the Security Documents or this Indenture; and Loan throughout the Facility Period (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect"Manager's Undertaking"). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. (d) Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this Indenture, the Security Documents and the Intercreditor Agreement. (e) In the event that security interests in any of the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.

Security Documents. (a) To secure the full and punctual payment when due and the full and punctual performance of the obligations of the Company and the Subsidiary Guarantors in respect of the Notes and this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shall, on the Issue Date: (1) enter into the Collateral Agreement and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the All Security Documents theretofore executed and to perfect such Liens to the extent required by, and with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Original Financing Agreement and the Existing Financing Agreement and together with any amendments, supplements or modifications thereto and any other Security Documents executed and delivered in all respects) connection with the Term Loans shall be sufficient to create in favor of the Trustee for the benefit of the Holders. (d) Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this Indenture, the Security Documents Collateral Agent and the Intercreditor Agreement. Lenders a legal, valid and enforceable first priority security interest (except for Permitted Liens under Subsections (e) In the event that security interests in any and (m) of the Collateral are not created as definition of Permitted Liens) in and to the Issue DateCollateral. All filings, the Company recordings and the deliveries of instructions and other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (actions necessary or on such later date as may be permitted by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth desirable in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit opinion of all the Holders, the Collateral Agent, the Trustee Lenders or their respective counsel in order to protect, preserve and perfect the other secured parties described Liens provided in such Security Documents and/or the rights of the Secured Parties thereunder (except the entering into of amendments to each of the Security Documents and that reflect the Lien granted in the Security Documents relating to the Notes in respect terms of the TrusteeDebt Restructuring set forth in this Agreement, which shall be completed in accordance with Section 8.1(q) of this Agreement) shall have been duly executed by the Borrower and its Subsidiaries, as applicable, and registered, or filed for registration and a certified copy of the registered agreement or deed or of the official receipt or other document evidencing such registration or filing, as the case may be, shall have been delivered to the Collateral Agent. Except as contemplated by Section 8.1(t) of this Agreement, all fees, taxes, expenses and other costs related to the Holders and filing and/or registration and/or recording of such other secured parties is subject to and qualified and limited Security Documents shall have been paid in all respects full by the Borrower, and certified copies of the receipts thereof shall have been delivered to the Administrative Agent; provided, however, that the Borrower shall not be responsible for any such fees, taxes, expenses or other costs in connection with the filing of any Security Documents and actions as a result of the assignment of the Assigned Indebtedness from Nortel to MSSF; provided further, however, that may the Borrower shall be taken thereunderresponsible for any such fees, taxes, expenses or other costs in connection with the filing of any Security Documents as a result of the change of the collateral agent from Nortel to the Collateral Agent.

Security Documents. (a) To secure The payment of the full principal of and punctual interest and premium (including any applicable Prepayment Premium), if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant to the Notes or by the Subsidiary Guarantors pursuant to the Note Guarantees, the payment when due of all other Obligations under this Indenture and the full and punctual performance of the all other obligations of the Company Issuers and the Subsidiary Guarantors in respect of the Notes and under this Indenture (including the Subsidiary Guarantees)Indenture, the Company Notes, the Note Guarantees and the Security Documents shall be secured as provided in the Security Documents and subject to the Collateral Trust and Intercreditor Agreement and the Intercreditor Agreement, which the Issuers and the applicable Subsidiary Guarantors shall, shall enter into on the Issue Date: Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (1) enter into including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the Collateral Agreement and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including effectiveness of such UCC financing statements, ) and all other actions as are necessary or required by applicable law or reasonably requested by the Trustee or Security Documents to maintain (at the Collateral Agent to be filed, registered or recorded to create sole cost and expense of the Liens intended to be Issuers and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a continuing perfected security interest on no less than a second-priority ranking subject only to Permitted Liens and to perfect such Liens to the extent required by, and otherwise comply with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect)Documents. (b) Notwithstanding anything the foregoing, on or prior to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but the Issuers and the Subsidiary Guarantors shall perfect security interests in no all Collateral in which a security interest may be perfected under the UCC by filing a financing statement in the relevant jurisdictions (collectively, “Closing Date Collateral”), and the Issuers and the Subsidiary Guarantors shall use commercially reasonable efforts to (x) perfect all security interests in all owned and leased real properties to be mortgaged as security for the Second Priority Lien Obligations (collectively, “Real Property Collateral”) and to deliver all related title insurance policies, surveys, opinions and other customary real property documentation required to evidence perfection (collectively, “Real Property Requirements”) and (y) perfect all security interests in all other Collateral that is not Closing Date Collateral (including cash), in each case of clauses (x) and (y), by the Issue Date. In the event later than 30 the security interests in the Real Property Collateral have not been perfected through the recordation of mortgages in the relevant jurisdictions and/or the Real Property Requirements have not been satisfied by the Issue Date, the Issuers shall use commercially reasonable efforts to cause such security interests in such Real Property Collateral to be perfected and to cause such Real Property Requirements to be satisfied within 90 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered and, to the First Lien Administrative Agent extent such security interests in connection with the mortgages granted pursuant such Real Property Collateral have not been perfected or such Real Property Requirements have not been satisfied by such date, to the First Lien Secured Indebtedness)) and (2) any control agreements required continue to use commercially reasonable efforts to cause such security interests in such Real Property Collateral to be entered into pursuant perfected and to clause (a) with respect cause such Real Property Requirements to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into satisfied, in each case, as soon as commercially reasonably following practicable thereafter). In the Issue Date, but event the security interests in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(bany other Collateral that is not Closing Date Collateral (including cash) promptly upon the completion thereof. (c) On or after have not been perfected by the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. (d) Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this Indenture, the Security Documents and the Intercreditor Agreement. (e) In the event that security interests in any of the Collateral are not created as of the Issue Date, the Company and the other Grantors Issuers shall use commercially reasonable efforts to implement cause such security arrangements with respect to interests in such Collateral as promptly as reasonably practicable after to be perfected within 45 days following the Issue Date (or on and, to the extent such later date security interests in such Collateral have not been perfected by such date, to continue to use commercially reasonable efforts to cause such security interests in such Collateral to be perfected, in each case, as may be permitted by the Holders in their sole discretionsoon as practicable thereafter). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.

Security Documents. (a) To secure the full The due and punctual payment of the principal of and interest and Liquidated Damages, 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 full overdue principal of and punctual interest and Liquidated Damages (to the extent permitted by law), if any, on the Notes and performance of the all other obligations of the Company Issuers to the Holders of Notes or the Trustee under this Indenture and the Subsidiary Guarantors in respect of the Notes and this Indenture (including the Subsidiary Guarantees)Notes, the Company and the Subsidiary Guarantors shall, on the Issue Date: (1) enter into the Collateral Agreement and deliver according to the Trustee terms hereunder or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent thereunder, are secured as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by provided in the Security Documents which the Issuers and to perfect such Liens to the extent required by, and Guarantors have entered into simultaneously with the priority required by, the Security Documents or execution of this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor Agreement. Each Holder of the Trustee for the benefit of the Holders. (d) Each HolderNotes, by accepting a Noteits acceptance thereof, consents and agrees to the terms of the Security Documents entered into on the Issue Date or from time to time thereafter (including including, without limitation, the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) as each the same may be in effect or may be amended from time to time in accordance with their its terms and this Indenture, authorizes and directs the Collateral Agent to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the Intercreditor Agreement. Trustee (e) In the event that security interests in any of if it is not itself then the Collateral are not created as Agent) copies of all documents delivered to the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts Collateral Agent pursuant to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, and will do or cause to be done all such acts and things as may be required by the next sentence of this Section 10.01, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as now or hereafter constituted 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. The Issuers shall be take, and shall cause their Restricted Subsidiaries to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations of the Issuers hereunder, a valid and enforceable perfected second-priority Lien in and on all the Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes, second in priority (subject to Permitted Liens) to any and all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien security interests at any time granted in the Security Documents relating Collateral to the Notes in respect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereundersecure Credit Agreement Obligations.

Security Documents. (a) To secure the full 3.1 An amended and punctual payment when due restated cession in security and the full and punctual performance pledge in favour of the obligations Lenders governed by the laws of South Africa by the Company and the Subsidiary Guarantors Borrower in respect of the Notes shares and this Indenture (loan claims held by it in the Original Guarantors incorporated in South Africa including the Subsidiary Guarantees)delivery of any and all documents required in connection with such Security which shall include share certificates, signed and undated transfer forms in blank as to transferee and resolutions by the Company board of directors of the relevant member of the Group whose shares are given as Transaction Security and the Subsidiary Guarantors shall, on the Issue Date: resolving to give effect to any transfer of such shares following enforcement of such Transaction Security (1) enter into the Collateral Agreement and deliver as amended pursuant to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and to perfect such Liens to the extent required by, and with the priority required by, the Security Documents or provisions of this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effectAgreement). (b) Notwithstanding anything to the contrary set forth 3.2 An amended and restated cession in clause (a) or elsewhere security and pledge in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction favour of the foregoing obligations in this Section 14.03(b) promptly upon Lenders governed by the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations laws of the Company and the Subsidiary Guarantors South Africa by African Rainbow Minerals Gold Limited in respect of the Notes, this Indenture (shares and loan claims held by it in respect of the Original Guarantors incorporated in South Africa including the Subsidiary Guarantorsdelivery of any and all documents required in connection with such Security which shall include share certificates, signed and undated transfer forms in blank as to transferee and resolutions by the board of directors of the relevant member of the Group whose shares are given as Transaction Security and resolving to give effect to any transfer of such shares following enforcement of such Transaction Security (as amended pursuant to the provisions of this Agreement). 3.3 The Australian-law governed document entitled “Specific security and featherweight security deed – Aurora Gold Ltd” between Aurora Gold Limited (as security provider) and the Security Documents, Nedbank Limited (as security trustee) pursuant to which Aurora Gold Limited grants a valid and enforceable perfected second-priority Lien and security interest in all respect of its shareholding in Aurora Gold (Wafi) Proprietary Limited and Harmony Gold (PNG Services) Proprietary Limited, as varied by the document titled “Deed of variation and confirmation of Australian Securities – Harmony Gold Mining” dated 5 February 2015 and as further varied pursuant to the transactions contemplated by this Agreement. 3.4 The PNG-law governed document entitled “Mortgage over shares and floating charge – Aurora Gold (Wafi) Proprietary Limited” between Aurora Gold (Wafi) Proprietary Limited (as security provider) and Nedbank Limited (as security trustee) pursuant to which Aurora Gold (Wafi) Proprietary Limited grants a security interest in respect of its shareholding in Wafi Mining Limited and the benefit of any shareholder loans payable by that company, as varied by the document titled “Deed of variation and confirmation of PNG Securities – Harmony Gold Mining” dated 5 February 2015 and as further amended or varied pursuant to the transactions contemplated by this Agreement. 3.5 The Australian-law governed document entitled “Featherweight security deed – Aurora Gold (Wafi) Proprietary Limited” between Aurora Gold (Wafi) Proprietary Limited (as security provider) and Nedbank Limited (as security trustee) pursuant to which Aurora Gold (Wafi) Proprietary Limited grants a security interest in the Featherweight Collateral (subject as defined therein), as varied by the document titled “Deed of variation and confirmation of Australian Securities – Harmony Gold Mining” dated 5 February 2015 and as further varied pursuant to the transactions contemplated by this Agreement. 3.6 The PNG-law governed document entitled “Mortgage over shares and floating charge – Harmony Gold (PNG Services) Proprietary Limited” between Harmony Gold (PNG Services) Proprietary Limited (as security provider) and Nedbank Limited (as security trustee) pursuant to which Harmony Gold (PNG Services) Proprietary Limited grants a security interest in respect of its shareholding in Morobe Exploration Limited and Morobe Consolidated Goldfields Limited and the benefit of any shareholder loans payable by those companies, as varied by the document titled “Deed of variation and confirmation of PNG Securities – Harmony Gold Mining” dated 5 February 2015 and as further varied pursuant to the transactions contemplated by this Agreement. 3.7 The Australian-law governed document entitled “Featherweight security deed – Harmony Gold (PNG Services) Proprietary Limited” between Harmony Gold (PNG Services) Proprietary Limited (as security provider) and Nedbank Limited (as security trustee) pursuant to which Harmony Gold (PNG Services) Proprietary Limited grants a security interest in the Featherweight Collateral (as defined therein), as varied by the document titled “Deed of variation and confirmation of Australian Securities – Harmony Gold Mining” dated 5 February 2015 and as further varied pursuant to the transactions contemplated by this Agreement. 3.8 The agreement entitled Harmony Security Trust Deed, dated 21 September 2011 between the financial institutions listed in part I of schedule 1 of that document (as Original USD Lenders), the financial institutions listed in part II of schedule 1 of that document (as Original ZAR Lenders) and Nedbank Limited (as USD Facility Agent, ZAR Facility Agent and Security Trustee), as amended pursuant to a side letter dated 20 December 2013 and as further altered and restated pursuant to the document titled “Coordination Deed – Harmony Security Trust Deed”, dated 5 February 2015. 3.9 All documents and evidence required, pursuant to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. (d) Each Holder, by accepting a Note, consents and agrees to the terms any of the Security Documents entered into on to be delivered promptly upon execution of such Security Document or otherwise prior to the Issue Date or from time first Utilisation Date. Such documents and evidence include originals of all required notices, share certificates and blank share transfer forms.All filings and registrations in relation to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this Indenture, the Security Documents that are required and capable of being made under applicable laws, including the Intercreditor Agreement. (e) In registration with the event that security interests in any Australian Securities and Investment Commission of the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder(where relevant).

Security Documents. (a) To secure the full 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 date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the full overdue principal of, premium on, if any, and punctual interest on the Notes and performance of the obligations all other Notes Obligations of the Company and the Subsidiary Guarantors in respect to the Holders of the Notes or the Trustee and/or Collateral Agent (as applicable), according to the terms of this Indenture, the Notes and this Indenture the Note Guarantees, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure the Notes Obligations with respect to the Notes. (including the Subsidiary Guarantees)b) The Trustee, the Company and the Subsidiary Guarantors shall, on the Issue Date: (1) enter into the Collateral Agreement hereby acknowledge and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or agree that the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and to perfect such Liens to the extent required by, and with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of holds the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. (d) Each HolderHolders of the Notes, by accepting a Notethe Trustee and the Collateral Agent, consents and agrees pursuant to the terms of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this Indenture, the Security Documents and the Intercreditor Agreement. (ec) In Subject to the event that Intercreditor Agreement and except as provided in Section 4.14 hereof, the Company shall deliver to the Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and shall do or cause to be done all such acts and things as may be necessary, proper, or as may be required by the Security Documents, to assure and confirm to the Collateral Agent the security interests interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Collateral are not created as of Notes secured hereby, according to the intent and purposes expressed herein and in the Security Documents. On or following the Issue DateDate and subject to (i) the Intercreditor Agreement and (ii) Section 4.14 hereof, the Company and the other Grantors Guarantors shall use commercially reasonable efforts execute any and all further documents, financing statements (including continuation statements and amendments to implement security arrangements with respect financing statements), agreements and instruments, make all filings (including filings of financing statements under the UCC and continuation statements and amendments to such Collateral as promptly as reasonably practicable after financing statements that may be necessary to continue the Issue Date effectiveness of such financing statements), and take all further action that may be required under applicable law (or on such later date as may be permitted requested by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now Trustee or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, without either being obligated whatsoever to make any such request) in order to grant, preserve, maintain, protect and perfect (or continue the Trustee perfection of) the validity and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect priority of the Trustee, the Collateral Agent, the Holders Liens and such other secured parties is subject security interests created or intended to and qualified and limited in all respects be created by the Security Documents in the Collateral, subject to Permitted Liens and actions that may be taken thereundersubject to the terms of the Intercreditor Agreement.

Security Documents. The Borrower hereby agrees that the Borrower shall use its commercially reasonable efforts to obtain the necessary approvals from the applicable Gaming Authority in order to pledge or cause to be pledged all capital stock of ACLVI and CPI pursuant to the Pledge Agreement and to cause the restrictions on transfers and agreements not to encumber stock of ACLVI and CPI to be applicable by no later than March 31, 2001. It is understood and agreed that (ax) To secure in the full event the Disposition has not occurred on or prior to March 31, 2001, on such date, and punctual payment when due subject to receipt of approval from the applicable Gaming Authority, the Borrower shall pledge or cause to be pledged all capital stock of ACLVI pursuant to the Pledge Agreement and the full and punctual performance of the obligations of the Company and cause such Person to enter into a guaranty substantially similar to the Subsidiary Guarantors in respect of the Notes Guaranty and this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shall, on the Issue Date: (1) enter into the Collateral Agreement and deliver additional security documents substantially similar to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered Security Documents (to the Trustee extent applicable) granting a Lien on its assets (or including, without limitation, The Reserve) and (y) the Borrower shall cause the stock of CPI to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or pledged to the Collateral Agent pursuant to the Pledge Agreement as promptly as possible following receipt of the approval therefore from the relevant Gaming Authority. In addition, the parties hereto acknowledge that certain notice filings with respect to the Transaction need to be filed, registered or recorded completed following the Initial Borrowing Date pursuant to create the Liens intended Gaming Regulations applicable to be created by the Security Documents Borrower and its Subsidiaries. The Borrower agrees to complete all such filings in a timely manner and to perfect such Liens notify the Administrative Agent upon the completion thereof. All provisions of this Credit Agreement and the other Credit Documents (including, without limitation, all conditions precedent, representations, warranties, covenants, events of default and other agreements herein and therein) shall be deemed modified to the extent required by, and with necessary to effect the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages foregoing (and any related Security Documents) required to be granted pursuant to clause (a) on permit the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on taking of the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) actions and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the conditions described above within the time periods required hereby (and, rather than as otherwise provided in the Credit Documents)); provided, that (x) to the extent any representation and warranty would not be true because the foregoing obligations in this Section 14.03(b) promptly upon actions were not taken, or conditions were not satisfied, on the completion thereof. (c) On or after the Issue Initial Borrowing Date, the Company respective representation and warranty shall be required to be true and correct in all material respects at the other Grantors shall enter into additional Security Documents and take time the respective action is taken or cause condition is satisfied (or was required to be taken or satisfied) in accordance with the foregoing provisions of this Section 13.17 and (y) all such actions as may be required pursuant representations and warranties relating to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of shall be required to be true immediately after the Trustee for actions required to be taken, or the benefit of the Holders. (d) Each Holderconditions required to be satisfied, by accepting a Note, consents and agrees to the terms of the Security Documents entered into on the Issue Date this Section 13.17 have been taken or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this Indenture, the Security Documents and the Intercreditor Agreement. (e) In the event that security interests in any of the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date satisfied (or on such later date as may were required to be permitted by the Holders in their sole discretiontaken or satisfied). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.

Security Documents. (a) To secure Each Lender hereby further authorizes the full and punctual payment when due and the full and punctual performance of the obligations of the Company and the Subsidiary Guarantors in respect of the Notes and this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shallAdministrative Agent, on the Issue Date: (1) enter into the Collateral Agreement behalf of and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and to perfect such Liens to the extent required by, and with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. Lenders, to enter into each Security Document as secured party, and each Lender agrees to be bound by the terms of each Security Document; provided that the Administrative Agent shall not (di) Each Holderenter into or consent to any written amendment, by accepting a Notemodification, consents and agrees termination or waiver of any provision contained in any Security Document, or (ii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Security Documents entered into on Document), in each case without the Issue Date prior consent of Requisite Lenders (or, if required pursuant to Section 11.4, all Lenders); provided further, however, that, without further written consent or authorization from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this IndentureLenders, the Security Documents and Administrative Agent may execute any documents or instruments necessary to (a) release any Lien encumbering any item of Collateral that is the Intercreditor Agreement. (e) In the event subject of a sale or other disposition of assets permitted by this Agreement or that security interests is otherwise required to be released pursuant to this Agreement or to which Requisite Lenders have otherwise consented. Anything contained in any of the Collateral are not created as Loan Documents to the contrary notwithstanding, the Administrative Agent and each Lender hereby agree that (1) no Lender shall have any right individually to realize upon any of the Issue DateCollateral under any Security Document, it being understood and agreed that all rights and remedies under the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as Security Documents may be permitted exercised solely by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be Administrative Agent for the benefit of all the HoldersLenders in accordance with the terms thereof, and (2) in the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale, the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, the Trustee as agent for and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect representative of the TrusteeLenders (but not any Lender or the Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) 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 Agentsold at any such public sale, to use and apply any of the Holders and such other secured parties is subject to and qualified and limited in all respects Obligations as a credit on account of the purchase price for any collateral payable by the Security Documents and actions that may be taken thereunderAdministrative Agent at such sale.

Security Documents. As security for the timely repayment of the Loan and the due and punctual payment and performance of this Agreement and all other indebtedness, liabilities and obligations of each of the Borrowers to the Lender under, arising out of or from this Agreement or any other agreement, both present and future direct or indirect, absolute or contingent, matured or otherwise, or howsoever arising, the Borrowers shall deliver to the Lender on or before the Advance Date (unless otherwise indicated) the following documents, each in form and content satisfactory to the Lender: (a) To secure the full and punctual payment when due and the full and punctual performance a general security agreement by each Borrower in favour of the obligations Lender creating a first charge over all present and after-acquired property, assets and undertaking of such Borrower subject only to the Permitted Encumbrances; provided that notwithstanding any provision herein to the contrary, the Lender shall forthwith provide a written release and execute and deliver all documents necessary or desirable to release the charge over the assets and undertaking of TPC in and to the Eagles Nest Oilsands Assets upon the sale of the Company and Eagles Nest Oilsands Assets in accordance with the Subsidiary Guarantors in respect of the Notes and this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shall, on the Issue Date: (1) enter into the Collateral Agreement and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee)Initial Order; (2b) filean assignment to the Lender of the rights, register or record all documents benefits and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents interest of each Borrower in and to perfect such Liens the Insurance and all proceeds resulting therefrom, together with a certificate of insurance from the insurers in form and content satisfactory to the extent required by, and with Lender showing that all proceeds arising from such Insurance shall be payable to the priority required by, the Security Documents or this IndentureLender; and (3c) enter into such Security Documents creating Liens on all interests other documents, agreements, instruments, undertakings and assurances as the Lender or the Lender’s Counsel, acting reasonably, may deem necessary or advisable in Property owned by connection with, relating to or arising from or to give effect to or better assure the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related foregoing Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. (d) Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this Indenture, the Security Documents and the Intercreditor Agreement. (e) In the event that security interests in any of the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.

Security Documents. (a) To secure the full There shall have been executed and punctual payment when due and the full and punctual performance of the obligations of the Company and the Subsidiary Guarantors in respect of the Notes and this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shall, on the Issue Date: (1) enter into the Collateral Agreement and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered to the Trustee (or to Bank the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all following security documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and to perfect such Liens to the extent required by, and with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. (d) Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this Indenture, the Security Documents and the Intercreditor Agreement. (e) In the event that security interests in any of the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Project: i. a Mortgage which shall constitute a first mortgage or deed of trust lien, as applicable, on the Borrower's fee simple interest in such Project; ii. an Assignment of Rents and Leases pursuant to which the Borrower shall have collaterally assigned to the Bank all the right, title and interest of the Borrower as landlord in and to all existing and future leases of space in such Project, including, without limitation, the Lease for such Project, and all rentals and other monies due and to become due under said leases; iii. an Assignment pursuant to which the Borrower shall have collaterally assigned to the Bank all the right, title and interest of the Borrower in and to the permits, licenses, warranties and other agreements in respect of such Project; iv. If the Borrower has then entered into a Project Purchase Agreement for such Project, a Collateral Assignment of Purchase Agreement pursuant to which the Borrower shall have collaterally assigned to the Bank all the right, title and interest of the Borrower in, to and under such Project Purchase Agreement and the Deposit made thereunder; and v. Such financing statements as promptly are deemed necessary by the Bank to perfect the security interests granted under the Loan Documents executed in respect of such Project, which financing statements shall be on forms prescribed by the laws of the state in which such Project is located and which financing statements will have attached thereto a legal description of such Project and an exhibit in the form and substance similar to that attached hereto as reasonably practicable after EXHIBIT M. Each of the Issue Date (or on above-described collateral documents shall be properly completed and reflect only such later date further changes as may be permitted by necessary to comply with the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect requirements of the Trustee, the Collateral Agent, the Holders and jurisdiction in which such other secured parties Project is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunderlocated.

Security Documents. (aA) To In order to secure the full and punctual payment when due and Secured Obligations, (i) the full and punctual performance of the obligations of the Company and the Subsidiary Guarantors in respect of the Notes and this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shallPledgor, on the Issue Date:Date simultaneously with the execution and delivery of this Supplemental Indenture, entered into Pledge Agreement granting the Collateral Trustee a Lien, subject only to Permitted Liens, on the Collateral and (ii) the Company agrees that it will take all such action as shall be reasonably required to ensure that the Secured Obligations will at all times be secured by a Lien, subject only to Permitted Liens, on the Collateral, except as otherwise permitted by the terms of this Indenture. (1B) Each Holder of Notes, by its acceptance of a Note, is deemed to have consented and agreed to the terms of the Pledge Agreement, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, to have authorized and directed the Collateral Trustee to enter into the Pledge Agreement, and to have authorized and empowered the Collateral Trustee to bind the Holders of Notes as set forth in the Pledge Agreement and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock perform its obligations and other instruments exercise its rights and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instrumentspowers thereunder, including UCC financing statements, required by applicable law or reasonably requested entering into amendments permitted by the Trustee terms of the Indenture or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and to perfect such Liens to the extent required by, and with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect)Pledge Agreement. (bC) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or in any Security other Collateral Document, neither the Trustee nor the Collateral Agent shall be responsible for the existence, genuineness or value of any of the Collateral, or for the creation, validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of the Grantors to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. (1D) The Trustee shall have no obligation to give, execute, deliver, file, record, authorize or obtain any mortgages financing statements, notices, instruments, documents, agreements, consents or other papers as shall be necessary to (and any related Security Documentsi) required create, preserve, perfect or validate the security interest granted to be granted the Collateral Agent or the Collateral Trustee pursuant to clause the this Indenture or the Pledge Agreement or the other Collateral Documents or (aii) on enable the Issue Date Collateral Trustee to exercise and enforce its rights under this Indenture or the Pledge Agreement or the other Collateral Documents with respect to real property that is securing First Lien Secured Indebtedness on such pledge and security interest. In addition, the Issue Date Trustee shall be granted as soon as commercially reasonable following the Issue Date, but in have no event later than 30 days following the Issue Date responsibility or liability (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent i) in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On acts or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations omissions of the Company and the Subsidiary Guarantors in respect of the Notesforegoing or (ii) for or with respect to the legality, this Indenture (including the Subsidiary Guarantors) validity and the Security Documents, a valid and enforceable perfected second-priority Lien and enforceability of any security interest created in all of the Collateral (subject to or the terms perfection and priority of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holderssuch security interest. (dE) Each Holder, by accepting a Note, consents and agrees to the terms Within 60 days of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this Indenture, the Security Documents and the Intercreditor Agreement. (e) In the event that security interests in any of the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted agreed to by the Holders Collateral Trustee in their its sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for Company will cause the benefit of all the Holders, Mortgagor to deliver to the Collateral Agent, Trustee under the Collateral Trustee Agreement Mortgages encumbering the Mortgaged Property and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating deliver to the Notes in respect Collateral Trustee an Opinion of Counsel of Kxxx Xxxxxx LLP, dated on or before the date of the TrusteeMortgages, and covering matters customary in similar transactions, in a form and substance reasonably satisfactory to the Collateral Agent, Trustee under the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunderCollateral Trust Agreement.

Security Documents. As security for the due repayment of all sums from time to time payable to the Bank, the Borrower shall ensure and procure that the following Security Documents are duly executed and, where required properly registered in favour of the Bank at the time specified herein or otherwise as required by the Bank and ensure that such security, apart from this Agreement, consists of (a) To secure the full and punctual payment when due A Master Swap Agreement and the full relevant Schedule attached thereto (the “Master Swap Agreement”) executed by the Borrower in form and punctual performance substance satisfactory to the Bank; (b) A Master Agreement Security Deed (the “Master Agreement Security Deed”) executed or (as the context may require) to be executed by the Borrower in favour of the obligations Bank; (c) A Corporate Guarantee from the Corporate Guarantor in form and substance satisfactory to the Bank (the “Corporate Guarantee”); (d) A duly registered First Preferred Mortgage over the Vessel providing on the basis of the Company provisions of the applicable law the highest degree of security for the Bank (the “Mortgage”); (e) A first Priority General Assignment of all the Insurances, Earnings, Charter Rights and Requisition Compensation for the Subsidiary Guarantors Vessel in form and substance satisfactory to the Bank and respective notices of assignment and acknowledgements thereof (the “General Assignment”); (f) Specific assignments of the benefit of the Charter and of any other charter of more than twelve (12) calendar months’ duration in respect of the Notes Vessel chartered and this Indenture respective notices and acknowledgements thereof (including the Subsidiary Guarantees“Specific Assignment”), the Company and the Subsidiary Guarantors shall, on the Issue Date:. (1g) enter into the Collateral Agreement Pledge agreement(s) in form and deliver substance satisfactory to the Trustee Bank executed or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder (as the context may require) to be delivered executed by the Borrower or by the Corporate Guarantor in favour of the Bank creating security in respect of the Operating Account for the Vessel (the “Operating Account Pledge(s)”) (h) A pledge agreement in form and substance satisfactory to the Trustee Bank executed or (or as the context may require) to be executed by the First Lien Administrative Agent as gratuitous bailee for Borrower in favour of the TrusteeBank in respect of the Retention Account (the “Retention Account Pledge”); (2i) file, register or record all documents Manager’s undertaking in form and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and to perfect such Liens substance satisfactory to the extent required by, and with Bank pursuant to which the priority required by, Manager will subrogate its rights to the Security Documents or this Indenture; and Loan throughout the Facility Period (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect“Manager’s Undertaking”). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. (d) Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this Indenture, the Security Documents and the Intercreditor Agreement. (e) In the event that security interests in any of the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.

Security Documents. (a) To secure In each case, to the full extent the same shall not have been previously delivered to the Administrative Agent, the Security Documents and punctual payment when due and the full and punctual performance of the obligations of the Company and the Subsidiary Guarantors in respect of the Notes and this Indenture (Additional Security Document, including the Subsidiary Guarantees)Guarantee and Security Agreement of Oda, shall have been duly executed and delivered by each of the Company Credit Parties party thereto and there shall have been delivered to the Subsidiary Guarantors shall, on the Issue DateAdministrative Agent: (1i) enter into executed financing statements for filing under the provisions of the UCC in each of the offices where such filing is necessary or appropriate, including those set forth on Schedule B hereto to grant the Administrative Agent a perfected first priority Lien in the Collateral Agreement acquired in the Oda Acquisition and deliver the assets transferred in connection with the merger of Xxxxxx into LSGR Holdings as to which a security interest may be perfected by the filing of a financing statement, which Lien shall be superior to and prior to the Trustee rights of all third persons and subject to no other Liens; (ii) certified copies of Requests for Information (Form UCC-11 or the equivalent), or equivalent reports or lien search reports listing all effective financing statements which name the Borrower, its subsidiaries, or Oda and which are filed in any jurisdiction in which any of such Collateral Agent all certificates representing Capital Stock is located and other instruments and documents required thereunder the jurisdiction in which such Person's principal place of business is located (none of which shall cover the Collateral covered, or purported to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) filecovered, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and Additional Security Documents other than Permitted Encumbrances); and (iv) evidence of the completion of all recordings and filings (or of the making of arrangements to perfect such Liens to the extent required by, and file contemporaneously with the priority required by, the Security Documents or this Indenture; and (3making of additional Borrowings contemplated hereby) enter into of each such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure Document and delivery of such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding other security and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions documents as may be required pursuant to this Indenture or under any Security Document to createnecessary or, perfect and maintain, as security for in the obligations opinion of the Company and Administrative Agent, desirable to perfect the Subsidiary Guarantors in respect of the NotesLiens created, this Indenture (including the Subsidiary Guarantors) and the or purported or intended to be created, by such Security Documents, a valid ; and enforceable perfected second-priority Lien and security interest in all (v) payoff letters executed by the holders of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. (d) Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) any Indebtedness reflected as each may be amended from time to time in accordance with their terms and this Indenture, the Security Documents and the Intercreditor Agreement. (e) In the event that security interests in any of the Collateral are not created being paid as of the Issue DateOda Acquisition Closing Date on Schedule A hereto setting forth the amount required to discharge such Indebtedness, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and evidence that the Lien granted in the Security Documents relating to the Notes in respect proceeds of the Trustee, the Collateral Agent, the Holders Oda Term A Loans and Oda Term B Loans will be used to so discharge such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunderIndebtedness.

Security Documents. (a) To secure the full and punctual payment when due and the full and punctual performance of the obligations of the Company and the On or before October 31, 1997, each Borrower which owns an ownership interest in a Subsidiary Guarantors in respect of the Notes and this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shall, on the Issue Date: (1) enter into the Collateral Agreement and deliver to the Trustee or Collateral Agent shall cause each of its Subsidiaries which owns an ownership interest in a Subsidiary to, take all certificates representing Capital Stock such action and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) fileexecute such agreements, register or record all documents and instruments, including UCC financing statementswithout limitation execution and delivery of the Pledge Agreement, required by applicable law that may be necessary or reasonably requested by the Trustee or the Collateral Agent desirable to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and to perfect such Liens grant to the extent required byAgent, for the benefit of the Banks, a first priority, perfected security interest in the capital stock of any such Subsidiaries. If at any time thereafter any Borrower or any Subsidiary of a Borrower acquires an ownership interest in or creates an entity which is or becomes a Subsidiary, such Borrower shall, or shall cause its Subsidiary, to take all such action and with execute such agreements, documents and instruments, including without limitation execution and delivery of a counterpart signature page in the priority required byform of Annex I to the Pledge Agreement, that may be necessary or desirable to grant to the Agent, for the benefit of the Banks, a first priority, perfected security interest in the capital stock of such new Subsidiary. Notwithstanding the foregoing, the Security Documents Borrowers shall not be required to, or this Indenture; and be required to cause its Subsidiaries to, pledge the capital stock of (3i) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are if QDI and/or any of its Subsidiaries is subject to any Lien securing contractual obligation which prohibits the First Lien Secured Indebtedness pledge of the capital stock of such Subsidiary pursuant to the Pledge Agreement, provided that QDI and/or its Subsidiaries shall use reasonable efforts to obtain any necessary waivers, consents or amendments to permit such pledge or to obtain reasonably equivalent security, (ii) any of the Bruegger's Entities or (iii) the Borrowers and their Subsidiaries shall not be obligated to pledge the capital stock of a Subsidiary, provided that would be required, under the First Lien Credit Agreement as in effect on Issue Date, aggregate value of the capital stock of the Subsidiaries that has not been pledged to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect).the Agent for the benefit of the Banks shall not at any time exceed $500,000.. (b) Notwithstanding anything Concurrently with the consummation of the Bruegger's Sale, the Borrowers shall, or shall cause each holder of a Junior Subordinated Note to, take all such action and execute such agreements, documents and instruments, including without limitation execution and delivery of a Note Pledge Agreement, that maybe necessary or desirable to grant to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security DocumentAgent, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on for the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction benefit of the foregoing obligations Banks, a first priority, perfected security interest in this Section 14.03(b) promptly upon the completion thereofJunior Subordinated Note(s). (c) On At the time that any Borrower or after the Issue Dateany Subsidiary or Affiliate thereof becomes a party to a Security Document, the Company Borrowers shall have delivered to the Agent copies (in sufficient number for each of the Banks to receive a copy) of each of the following documents in form and substance reasonably satisfactory to the Agent and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture Banks: (including the Subsidiary Guarantorsi) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject A) Counterpart signature page to the terms of Pledge Agreement, duly executed by such Borrower or such Subsidiary or (B) the Intercreditor Agreement and applicable Security Document, duly executed by the Security Documents in all respects) in favor of the Trustee for the benefit of the Holdersapplicable Pledgor. (dii) Each HolderA copy of (A) the articles of incorporation (or similar charter document), by accepting a Noteincluding all amendments thereto, consents of such Pledgor, (B) the By- laws (or similar charter document) of such Pledgor and agrees to (C) the terms resolutions of the Board of Directors and of the shareholders (if required) of such Pledgor authorizing the execution, delivery and performance of the Security Documents entered into on Document, each certified as true and complete by the Issue Date secretary or from time assistant secretary of such Pledgor; (iii) An incumbency certificate executed by the secretary or assistant secretary of such Pledgor, certifying the names of the officers authorized to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this Indenture, execute the Security Documents and the Intercreditor Agreement. (e) In the event that security interests in any Document, together with a sample of the Collateral are not created as true signatures of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect such officers; (iv) a favorable opinion of counsel to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth Pledgor substantially in the Security Documentsform of Exhibit F hereto; and (v) delivery of stock certificates, the Collateral as now stock powers, irrevocable proxies, instructions or hereafter constituted shall other instruments or documents required to be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating delivered pursuant to the Notes in respect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the applicable Security Documents and actions that may be taken thereunderDocument." Section5.

Security Documents. (a) To secure the full The Company, HSCHC and punctual payment when due and the full and punctual performance of the obligations each Restricted Domestic Subsidiary of the Company (other than IRIC) shall have duly authorized, executed and delivered a Security Agreement in substantially the form of Exhibit 5.1(a)(ii) (as modified, supplemented or amended from time to time, the “Security Agreement”) and shall have delivered to the Collateral Agent, all the Pledged Securities and Pledged Intercompany Notes referred to therein then owned, if any, by any Credit Party, (x) endorsed in blank in the case of promissory notes constituting Pledged Securities and (y) together with executed and undated stock powers, in the case of Capital Stock constituting Pledged Securities and the Subsidiary Guarantors in respect of other documents and instruments required to be delivered under the Notes and this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shall, on the Issue DateSecurity Agreements together with: (1A) enter into proper financing statements (Form UCC-1 or such other financing statements or similar notices as shall be required by local law) fully executed for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary or, in the opinion of Administrative Agent, desirable to perfect the security interests purported to be created by the Security Agreement; (B) copies of Requests for Information or Copies (Form UCC-1), or equivalent reports, listing all effective financing statements or similar notices that name a Borrower or its Restricted Domestic Subsidiaries (by its actual name or any trade name, fictitious name or similar name), or any division or other operating unit thereof, as debtor and that are filed in the jurisdictions referred to in clause (i), together with copies of such other financing statements (none of which shall cover the Collateral Agreement and deliver except to the Trustee extent evidencing Permitted Liens or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien for which Administrative Agent as gratuitous bailee for the Trusteeshall have received satisfactory evidence of release); (2C) filesuch amendments, register modifications or record supplements to the Pledged Intercompany Notes as may be requested by Administrative Agent, each such amendment, modification or supplement to be in a form satisfactory to Administrative Agent; and (D) all documents and instrumentsother actions as may be necessary or, including UCC in the opinion of Administrative Agent, desirable to perfect (or be in a position to perfect by the filing of financing statements, required by applicable law or reasonably requested by ) the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens security interests intended to be created by the Security Documents and to perfect such Liens to the extent required by, and with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. (d) Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this Indenture, the Security Documents and the Intercreditor Agreement. (e) In the event that security interests in any of the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.

Security Documents. Upon delivery of a security interest to the Agent or any other lender which is a party to the Credit Agreement, the Company will concurrently enter into a substantially similar Security Document for the benefit of the holders of the Notes, and within three Business Days thereafter will deliver to each of the holders of the Notes the following items: (a) To secure the full and punctual payment when due and the full and punctual performance an executed counterpart of the obligations of the Company and the Subsidiary Guarantors such Security Document or joinder agreement in respect of the Notes and this Indenture (including the Subsidiary Guarantees)an existing Security Document, the Company and the Subsidiary Guarantors shall, on the Issue Date: (1) enter into the Collateral Agreement and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee)appropriate; (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and to perfect such Liens to the extent required by, and with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth extent a similar certificate is delivered pursuant to the Credit Agreement, a certificate signed by the President, a Vice President or another authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in clause (a) or elsewhere in this Indenture or any Sections 5.1, 5.2, 5.6 and 5.7, but with respect to such Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof.applicable; (c) On to the extent documents or after evidence are delivered pursuant to the Issue DateCredit Agreement, such documents and evidence with respect to the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations holder of the Company and Notes may reasonably request in order to establish the Subsidiary Guarantors in respect authorization of the Notes, this Indenture transactions contemplated by such Security Document; (including d) to the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject extent an opinion is delivered pursuant to the terms of the Intercreditor Agreement Credit Agreement, an opinion of counsel satisfactory to the Required Holders to the effect that such Security Document has been duly authorized, executed and delivered and constitutes the Security Documents in all respects) in favor legal, valid and binding contract and agreement of the Trustee for the benefit of the Holders. (d) Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time Company enforceable in accordance with their its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and this Indenture, similar laws affecting the Security Documents enforcement of creditors’ rights generally and by general equitable principles and that the Intercreditor Agreement.security interest granted therein is effective and has been perfected; and (e) In the event that security interests in any an executed counterpart of the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (an intercreditor agreement or on such later date as may be permitted by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes amendment in respect of the TrusteeIntercreditor Agreement, as necessary, among the Collateral Agentholders of the Notes and each such Person to which the Company is then delivering a Security Document giving rise the requirements of this Section 9.10, which agreement or amendment, as the Holders case may be, shall provide that the proceeds from the enforcement of any such Security Document shall be shared on an equal and such other secured parties is subject to and qualified and limited in all respects by ratable basis with the Security Documents and actions that may be taken thereunderholders of the Notes.”

Security Documents. (a) To secure the full and punctual payment when due and the full and punctual performance of the obligations of the Company and the Subsidiary Guarantors in respect of the Notes and this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shall, on the Issue Date: (1) enter into the Collateral Agreement and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and to perfect such Liens to the extent required by, and with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. (di) Each HolderCredit Party shall have duly authorized, by accepting executed and delivered a NotePledge Agreement substantially in the form of Exhibit F-1 (as modified, consents and agrees to the terms of the Security Documents entered into on the Issue Date amended or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended supplemented from time to time in accordance with their the terms thereof and this Indenturehereof, a "Credit Party Pledge Agreement"), and shall have delivered to the Security Documents Administrative Agent, as pledgee thereunder, all of the certificates representing the Pledged Securities, if any, referred to therein, endorsed in blank or accompanied by executed and undated stock powers, and the Intercreditor AgreementCredit Party Pledge Agreement shall be in full force and effect. (eii) In On the event that security interests in any of the Collateral are not created as of the Issue Initial Borrowing Date, the Company Borrower shall have duly authorized, executed and delivered a Pledge Agreement substantially in the other Grantors form of Exhibit F-2-A (as modified, amended or supplemented from time to time in accordance with the terms thereof and hereof, the "NBA Team Pledge Agreement") and a Pledge Agreement substantially in the form of Exhibit F-2-B (as modified, amended or supplemented from time to time in accordance with the terms thereof and hereof, the "NHL Team Pledge Agreement" and together with the NBA Team Pledge Agreement, each a "Team Pledge Agreement"), and shall use commercially reasonable efforts have delivered to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge thatAdministrative Agent, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be pledgee thereunder for the benefit of the Lenders, (x) all of the Holderscertificates representing the Pledged Securities referred to therein, endorsed in blank or accompanied by executed and undated stock powers and (y) executed copies of Partnership Notices delivered to each Pledged Entity and executed copies of Partnership Acknowledgements executed by such Pledged Entity, together with evidence that such other actions have been taken as may be necessary or, in the Collateral opinion of the Administrative Agent, desirable to perfect the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating security interests purported to the Notes in respect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects be created by the Security Documents respective Team Pledge Agreement (including evidence that each Pledged Entity has duly recorded the security interest created by the respective Team Pledge Agreement on the partnership books and actions that may records of such Pledged Entity), and each Team Pledge Agreement shall be taken thereunderin full force and effect.

Security Documents. (a) To secure the full The due and punctual payment of the Bonds hereunder, when and as the same shall be due and payable, whether on an interest payment date, at Stated Maturity, by acceleration, repurchase, redemption or otherwise, and interest on the full overdue principal of and punctual interest (to the extent permitted by law), if any, on the Bonds and any Subsidiary Guarantee and performance of all other Obligations of any of the obligations Company and any Subsidiary Guarantor to the Bondholders or the Trustee under the Loan Agreement according to the terms hereunder or thereunder (collectively, the “Secured Obligations”), will be secured by second-priority Liens on the Collateral granted to the Collateral Trustee for the benefit of the Bonds, the Company Notes and future other Parity Lien Obligations. Except as otherwise provided in the Intercreditor Agreement, the Collateral includes all of the assets of the Company and the Subsidiary Guarantors in respect of the Notes and this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shall, on the Issue Date: (1) enter into the Collateral Agreement and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and to perfect such Liens to the extent required by, and with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any a Lien securing Priority Lien Obligations (as defined in the First Company Indenture), other than cash collateral to (i) issuers of letters of credit pursuant to the Priority Lien Secured Indebtedness Documents rather than holders of all Priority Lien Obligations or (ii) with respect to any letters of credit issued pursuant to the Priority Lien Documents, to the Priority Lien Agent for the benefit of the holders of Priority Lien Obligations as a whole. For all purposes of this Guaranty, all references to “second-priority” Liens means Liens that may be junior in priority to the Liens securing Priority Lien Obligations, to the extent permitted to be incurred or that would be required, to exist under the First Intercreditor Agreement, and to Permitted Prior Liens. These second-priority Liens will also be senior in priority to the Liens securing Junior Lien Credit Agreement as in effect on Issue DateObligations, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were the extent permitted to be incurred or to exist under the Bond Documents (as defined in effectthe Loan Agreement). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company Collateral and the other Grantors shall enter into additional Security Documents and take or cause to be taken Liens remain at all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (times subject to the terms of the Intercreditor Agreement and the Security Note Documents in all respects) in favor of the Trustee for the benefit of the Holders. (d) Each Holderincluding, by accepting a Notewithout limitation, consents and agrees to the terms of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for foreclosure and release of Collateral and authorizing the possession, use, release and foreclosure of CollateralCollateral Trustee to enter into any Security Document on its behalf) as each the same may be in effect or may be amended from time to time in accordance with their its terms and this to the rights of the Collateral Trustee subject to the Intercreditor Agreement to perform its obligations and exercise its rights under the Security Documents. (c) Each Holder (as defined in the Company Indenture), by accepting a Bond, shall be deemed (i) to have agreed to be bound by the terms of the Security Documents and (ii) to appoint the Collateral Trustee or the Trustee, as the case may be, as its agent under the Security Documents and the Intercreditor AgreementAgreement and to authorize it to act as such. (d) The Collateral Trustee is hereby authorized to exercise such rights, powers and discretions as are specifically delegated to it by the terms of the Security Documents, including the power to enter into the Security Documents, on behalf of the Bondholders, together with all rights, powers and discretions as are reasonably incidental thereto or necessary to give effect to the trusts created thereunder in accordance with the terms thereof. (e) In Notwithstanding any other provision of this Guaranty or any other Note Document, neither the event that Trustee nor the Collateral Trustee shall have any responsibility for the validity, perfection, sufficiency, adequacy, priority or enforceability of any Lien or Security Document or other security interests in interest, or shall have any obligation to take any action to procure or maintain such validity, perfection, sufficiency, adequacy, priority or enforceability, including without limitation no responsibility to make any filings to perfect or maintain the perfection of the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement Trustee’s security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth interest in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunderCollateral.

Security Documents. (a) To secure the full and punctual payment when due and the full and punctual performance The provisions of the obligations each of the Company and the Subsidiary Guarantors in respect of the Notes and this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shall, on the Issue Date: (1) enter into the Collateral Agreement and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents other than the Mortgages (whether executed and delivered prior to or on the Closing Date or thereafter) are and will be effective to create in favor of the Administrative Agent, for its benefit and the benefit of the Lenders, a valid and enforceable (subject, in the case of direct enforceability against governmental payors of Accounts owing to the Credit Parties under the federal Medicare and Medicaid Programs, to the restrictions imposed by the federal Social Security Act and other applicable federal and state laws) security interest in and Lien upon all right, title and interest of each Credit Party that is a party thereto in and to perfect the Collateral purported to be pledged by it thereunder and described therein, and upon (i) the initial extension of credit hereunder, (ii) the filing of appropriately completed Uniform Commercial Code financing statements and continuations thereof in the jurisdictions specified therein, (iii) the filing of appropriately completed short-form assignments in the U.S. Patent and Trademark Office and the U.S. Copyright Office, as applicable, and (iv) the possession by the Administrative Agent of any certificates evidencing the securities pledged thereby, duly endorsed or accompanied by duly executed stock powers, such Liens security interest and Lien shall constitute a fully perfected and first priority security interest in and Lien upon such right, title and interest of the applicable Credit Party in and to such Collateral, to the extent required bythat such security interest and Lien can be perfected by such filings, actions and with the priority required bypossession, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject only to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect)Permitted Liens. (b) Notwithstanding anything The provisions of each Mortgage (whether executed and delivered prior to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Closing Date with respect or thereafter) are and will be effective to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but create in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction favor of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue DateAdministrative Agent, the Company for its benefit and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations benefit of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security DocumentsLenders, a valid and enforceable perfected second-priority Lien and security interest in and Lien upon all right, title and interest of the Collateral (subject each Credit Party that is a party thereto in and to the terms mortgaged premises described therein, and upon (i) the initial extension of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. (d) Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this Indenture, the Security Documents and the Intercreditor Agreement. (e) In the event that security interests in any of the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.credit hereunder and

Security Documents. The Administrative Agent shall have received, in form and substance reasonably acceptable to it, executed counterparts of (ai) To secure the full and punctual payment when due and the full and punctual performance a Security Agreement, dated as of the obligations of Closing Date, duly executed and delivered by each Obligor; and (ii) the Company and the Subsidiary Guarantors English Debenture, in respect of the Notes and this Indenture each case together with all documents (including the Subsidiary Guarantees)share certificates, the Company transfers and the Subsidiary Guarantors shallstock transfer forms, on the Issue Date: (1) enter into the Collateral Agreement and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and to perfect such Liens to the extent required by, and with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company notices or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documentsother instruments) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent or filed under or in connection with the mortgages granted pursuant Security Documents, duly executed by the Borrower, Holdings and/or any other party, as applicable, and evidence satisfactory to the First Lien Secured Indebtedness)) and (2) any control agreements required to it that arrangements have been made or will be entered into pursuant to clause (a) made with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on all registrations, notices or actions required under or in connection with the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant effected, given or made in order to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, establish a valid and enforceable perfected second-first priority Lien (subject to Permitted Priority Liens, and, in the case of the U.K. Obligor, the Legal Reservations and Perfection Requirements) security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. (d) Each Holder, by accepting a Note, consents and agrees to accordance with the terms of the Security Documents entered into on Documents, including, as applicable: (i) delivery of all certificates (in the Issue Date or from time case of Equity Interests that are certificated securities (as defined in the UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to time thereafter be pledged and so delivered under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, in the case of Equity Interests that are uncertificated securities (including as defined in the provisions providing for UCC), confirmation and evidence reasonably satisfactory to the possession, use, release Administrative Agent and foreclosure of Collateral) as each may the Lenders that the security interest required to be amended from time pledged therein under the Security Agreement has been transferred to time and perfected by the Administrative Agent and the Lenders in accordance with their terms Articles 8 and this Indenture, 9 of the Security Documents NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Intercreditor Agreement. (e) In Administrative Agent as the event that security interests secured party, or other similar instruments or documents, in any of each case suitable for filing, filed under the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date UCC (or on such later date equivalent law) of all jurisdictions as may be permitted by the Holders in their sole discretion). (f) Each Holdernecessary or, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, opinion of the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Administrative Agent, desirable to perfect the Trustee Liens of the Administrative Agent pursuant to the Security Agreement; (iii) UCC-3 termination statements, Intellectual Property security agreement terminations and the any other secured parties releases, if any, necessary to release all Liens and other rights of any Person in any collateral described in the Security Documents Agreement previously granted by any Person (other than with respect to Permitted Liens); and that the Lien granted in (iv) all applicable Short-Form IP Security Agreements required to be provided under the Security Documents relating to the Notes in respect Agreement, each dated as of the TrusteeClosing Date, the Collateral Agent, the Holders duly executed and such other secured parties is subject to and qualified and limited in all respects delivered by the Security Documents and actions that may be taken thereundereach applicable Obligor.

Security Documents. The Administrative Agent shall have received (ai) To secure the full a reaffirmation agreement, executed and punctual payment when due and the full and punctual performance of the obligations delivered by an authorized officer of the Company and each other Loan Party that is party to the Subsidiary Guarantors Existing Credit Agreement, reaffirming each such Loan Party’s respective obligations with respect to each Security Document, (ii) certificates, if any, representing the Pledged Equity (as defined in respect the Security Agreement) accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt (as defined in the Security Agreement) indorsed in blank, in each case, other than any such certificates, stock powers, and instruments already in the possession of the Notes and this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shall, on the Issue Date: (1) enter into the Collateral Agreement and deliver Administrative Agent pursuant to the Trustee or Collateral Agent all certificates representing Capital Stock terms of the Security Agreement, and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); iii) each document (2including, without limitation, any Uniform Commercial Code financing statement) file, register or record all documents and instruments, including UCC financing statements, required by applicable the Security Documents or under law or reasonably requested by the Trustee or the Collateral Administrative Agent to be filed, registered or recorded in order to create the Liens intended to be created by the Security Documents and to perfect such Liens to the extent required by, and with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee Administrative Agent, for the benefit of the Holders. Lenders, a perfected Lien on the collateral described therein, prior and superior in right to any other Person (dother than with respect to Liens expressly permitted by Section 7.02), which shall have been filed, registered or recorded or shall have been delivered to the Administrative Agent in proper form for filing, registration or recordation (it being understood that no account control agreements or landlord waivers shall be required to be obtained or otherwise delivered by any of the Loan Parties); provided that if, notwithstanding the use by the Loan Parties of commercially reasonable efforts to deliver to the Administrative Agent the certificates, undated stock powers and instruments required by clause (ii) Each Holder, by accepting a Note, consents and agrees above or updated Intellectual Property short-form security agreements required pursuant to the terms of the Security Documents entered into on the Issue Date Agreement, such certificates, stock powers, instruments or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this Indenture, the Security Documents and the Intercreditor Agreement. (e) In the event that Intellectual Property short-form security interests in any of the Collateral agreements are not created delivered as of the Issue Third Restatement Effective Date, delivery of such items shall not be a condition to the Company and agreement of each Lender to make the other Grantors extension of credit requested to be made by it (but shall use commercially reasonable efforts be required to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after be satisfied within 30 days of the Issue Third Restatement Effective Date (or on such later date as the Administrative Agent may be permitted by the Holders agree in their its sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents). In addition, the Collateral as now or hereafter constituted Administrative Agent shall be for have received the benefit results of all the Holders, the Collateral Agent, the Trustee and the other secured parties described recent lien searches in the Security Documents and that the Lien granted in the Security Documents relating each relevant jurisdiction with respect to the Notes in respect Company and its subsidiaries, and such searches shall reveal no Liens on any of the Trustee, assets of the Collateral Company or its subsidiaries except for Liens permitted by Section 7.02 or Liens to be discharged pursuant to documentation or arrangements reasonably satisfactory to the Administrative Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.

Security Documents. (a) To secure the full and punctual payment when due and the full and punctual performance of the obligations of the Company and the Subsidiary Guarantors in respect of the Notes and this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shall, on the Issue Date: (1) Each Lender hereby further authorizes Administrative Agent to enter into the Collateral Agreement and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents as secured party, and to perfect such Liens to the extent required by, and with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and accept the Subsidiary Guarantors Guaranty, in respect each case on behalf of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. (d) Each Holder, by accepting a Note, consents Lenders and agrees to be bound by the terms of the Security Documents entered and the Subsidiary Guaranty; provided that Administrative Agent shall not enter into or consent to any material amendment, modification, termination or waiver of any provision contained in the Security Documents or the Subsidiary Guaranty without the prior consent of Requisite Lenders (or such greater number of Lenders as might be required under subsection 10.6); provided further, that anything in this Agreement or the other Loan Documents to the contrary notwithstanding: (i) Administrative Agent is authorized on behalf of all Lenders, without the Issue Date necessity of any notice to or further consent from the Lenders, from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in accordance take any action with their terms and this Indenture, respect to any Collateral or the Security Documents which may be necessary to perfect and maintain perfected the Intercreditor Agreementsecurity interest in and Liens upon the Collateral granted pursuant to the Security Documents. (ii) The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by Administrative Agent upon any Collateral (a) upon termination of the Commitments and payment in full of the Loans and all other Obligations payable under this Agreement and under any other Loan Document; (b) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder or under the Security Documents; (c) constituting property in which any Obligor owned no interest at the time the Lien was granted or at any time thereafter; (d) constituting property leased to any Credit Party under a lease which has expired or been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by such Credit Party to be, renewed or extended; (e) In consisting of an instrument evidencing Indebtedness if the event that security interests Indebtedness evidenced thereby has been paid in full; or (f) if otherwise approved, authorized or ratified in writing by Requisite Lenders, subject to subsection 10.6. Upon request by Administrative Agent at any time, Lenders will confirm in writing Administrative Agent’s authority to release particular types or items of Collateral pursuant to this subsection 9.6. (iii) Without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (a) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Collateral are not created as Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Borrower) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented, or (b) subordinate the Issue DateLiens of Administrative Agent, the Company and the other Grantors shall use commercially reasonable efforts on behalf of Lenders, to implement security arrangements any Liens permitted by subsection 7.2A(i) (solely with respect to such Collateral as promptly as reasonably practicable after clauses (v) and (vii) of the Issue Date definition of Permitted Encumbrances), and subsections 7.2A(iii), (or on such later date as may be permitted by the Holders in their sole discretioniv) and (v). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.

Security Documents. There shall have been delivered to the Agent: (a) To secure Amendment to Security Agreement and Acknowledgment of Security Interests (which, without limitation, includes a release of certain shares of stock issued by the full and punctual payment when due and the full and punctual performance Borrower which were pledged in favor of the Agent and a release of certain obligations of the Company and the Subsidiary Guarantors in respect certain shareholders of the Notes and this Indenture (including the Subsidiary GuaranteesBorrower with respect to certain shares held in XXX accounts), executed by the Company and Borrower, substantially in the Subsidiary Guarantors shall, on the Issue Date: (1) enter into the Collateral Agreement and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee)form of Exhibit B hereto; (2b) file[Intentionally deleted] (c) [Intentionally Deleted] (d) Such consents of third parties (including lessors of any warehouse or headquarters space where any inventory of the Borrower is kept) as are required or as the Agent may reasonably request, register or record any such consents of lessors to include the right for the Agent to enter the relevant premises and remove Collateral; (e) Evidence satisfactory to the Agent of all documents filings of financing statements (and instrumentsassignments thereof) under the applicable Uniform Commercial Code (under the Borrower's name as well as under trade names under which Borrower conducts business), including UCC financing statements, required by applicable law or reasonably requested satisfactory Lien search requests on Form UCC-11 and analogous forms confirming the absence of any perfected Liens prior to the Banks' Liens (except those consented to by the Trustee or the Collateral Agent Agent) and all other actions with respect to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and as are necessary or appropriate to perfect such Liens to the extent required by, and with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. (d) Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this Indenture, the Security Documents and the Intercreditor Agreement. (e) In the event that security interests in any of the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Holders in their sole discretion)Liens. (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth [Intentionally Deleted] (i) An Amended and Restated Subordination Agreement (Electra) in the Security Documentsform of EXHIBIT C hereto. (ii) A Subordination Agreement executed by the Principal Stockholders, substantially in the Collateral as now or hereafter constituted shall be form of Exhibit E-2 to the Existing Loan Agreement. (h) A written acknowledgment from the Deposit Bank that it has transferred to the Agent ownership of all accounts maintained for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents Borrower and that the Lien granted in Deposit Bank has been irrevocably directed by the Security Documents relating to Borrower to, and will, henceforth deposit all monies received by the Notes in respect Deposit Bank for Borrower's account into an operating account of the TrusteeBorrower in which the Agent has a first priority security interest (the Deposit Bank acknowledging it has notice of said security interest). (i) A cash collateral agreement (as the same may from time to time be amended, restated, supplemented or otherwise modified, the Collateral Agent"CASH COLLATERAL AGREEMENT") executed by the Borrower with respect to its accounts at the Deposit Bank, and a letter executed by the Borrower with respect to (among other things) Borrower keeping its primary accounts at the Deposit Bank (as the same may from time to time be amended, restated, supplemented or otherwise modified, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder"DEPOSIT LETTER").

Security Documents. (a) To secure Each Lender hereby further authorizes the full and punctual payment when due and the full and punctual performance of the obligations of the Company and the Subsidiary Guarantors in respect of the Notes and this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shall, on the Issue Date: (1) Agent to enter into the Collateral Agreement Security Documents as secured party on behalf of and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and to perfect such Liens to the extent required by, and with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent benefit of Lenders in connection with the mortgages Obligations and agrees to be bound by the terms of the 166 178 Security Documents; provided that anything in this Agreement or the other Loan Documents to the contrary notwithstanding: (i) The Agent is authorized on behalf of all Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Security Documents which may be necessary or reasonably desirable to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the First Security Documents. (ii) The Lenders irrevocably authorize the Agent, at its option and in its discretion, to release any Lien Secured Indebtedness)) and (2) granted to or held by the Agent upon any control agreements required to be entered into pursuant to clause Collateral (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction upon termination of the foregoing obligations Commitments and payment in full of the Loans and all other Obligations payable under this Section 14.03(bAgreement and under any other Loan Document; (b) promptly upon the completion thereof. (c) On constituting property sold or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions sold or disposed of as may be required pursuant to this Indenture part of or in connection with any disposition permitted under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture Credit Agreement (including the Subsidiary Guarantors) application of Insurance Proceeds and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest Condemnation Proceeds in all of the Collateral (subject to accordance with the terms of the Intercreditor Credit Agreement); (c) constituting property leased to any Loan Party under a lease which has expired or been terminated in a transaction permitted under the Credit Agreement or is about to expire and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. which has not been, and is not intended by such Loan Party to be, renewed or extended; or (d) Each Holder, by accepting a Note, consents and agrees to consisting of an instrument evidencing Indebtedness if the terms of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time Indebtedness evidenced thereby has been paid in accordance with their terms and this Indenture, the Security Documents and the Intercreditor Agreement. (e) In the event that security interests in any of the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted full. Upon request by the Holders Agent at any time, Lenders will confirm in their sole discretion)writing the Agent's authority to release particular types or items of Collateral pursuant to this subsection 9.6. (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.

Security Documents. (a) On the Initial Borrowing Date, each Credit Party shall have duly authorized, executed and delivered the Security Documents to which it is a party (each document listed on Schedule 10, as amended, modified or supplemented from time to time, a "Security Document") and shall have delivered to the Security Agent, (i) copies of each executed Security Document, (ii) all of the Pledged Securities, if in physical form, referred to therein then owned by such Credit Party, together with executed and undated stock powers, where applicable, in the case of capital stock constituting Pledged Securities and (iii) evidence reasonably satisfactory to the Agent of the registration of such Security Documents if the Pledged Securities pledged thereunder are not in physical form. The Banks shall have a first priority perfected security interest in all assets of the Borrowers and their respective Subsidiaries that are the subject of the Security Documents. To secure the full and punctual payment when due extent that the Shares tendered pursuant to the Tender Offer are not capable of being delivered to the Security Agent under the applicable Security Document on the Initial Borrowing Date, the Security Agent shall be satisfied that it nevertheless has a first priority perfected security interest in such Shares, and the full and punctual performance of Credit Parties shall have taken all action reasonably requested by the obligations of Security Agent in connection therewith, including by having the Company and Depositary Agent for the Subsidiary Guarantors in respect of the Notes and this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shall, on the Issue Date: (1) enter into the Collateral Agreement Shares sign and deliver to the Trustee or Collateral Security Agent all certificates representing Capital Stock a bailee letter in form and other instruments and documents required thereunder to be delivered substance satisfactory to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and to perfect such Liens to the extent required by, and with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect)Agent. (b) Notwithstanding anything With respect to each Borrower (with the exception of Fimalac S.A.) or Subsidiary the capital stock of which constitutes Pledged Security pursuant to a Security Document, on or prior to the contrary Initial Borrowing Date, the Credit Parties shall have provided evidence satisfactory to the Agent that any provisions in the by-laws or statuts, as the case may be, of such Borrower or Subsidiary that would impede or prevent the Security Agent and the Banks from enforcing such Security Document in accordance with its terms, including any clause d'agrement, have been amended or waived in accordance with applicable legal procedures or, as the case may be, procedures set forth in clause such by-laws or statuts (a) or elsewhere save in this Indenture or any Security Documentthe case of the shares of Rhenameca, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date which waiver shall be granted as soon as commercially reasonable following given in accordance with Section 12.1.15(b)). In determining whether the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations condition set forth in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. (d) Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this Indenture, the Security Documents and the Intercreditor Agreement. (e) In the event that security interests in any of the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.10.1.5

Security Documents. (a) To secure the full and punctual payment when due and the full and punctual performance Each of the obligations of the Company and the Subsidiary Guarantors in respect of the Notes and this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shall, on the Issue Date: (1) enter into the Collateral Agreement and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and to perfect such Liens to enforceable security interest in the extent required byCollateral described therein and proceeds thereof. Upon execution and delivery and upon the filing of financing statements under the UCC and/or the giving of notice of the assignment contained therein in the case of the Assignments of Freights and Hires, the Assignment of the Vale Port Contract, each Assignments of the Vale Time Charter and the Assignments of Insurances and the recording of the respective Ship Mortgages with the priority required byShip Mortgage Registry of Panama through the Panamanian Consulate at the Port of Piraeus, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date Greece with respect to real property that is securing First Lien Secured Indebtedness on the Issue vessels registered in Panama, at or about the Closing Date shall be granted as soon as commercially reasonable following the Issue Date, (but in no event later than 30 days following three (3) Business Days after the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Closing Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction each of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) will create in favor of the Trustee Administrative Agent for the benefit of the HoldersSecured Parties (i) in the case of Security Documents (other than the Ship Mortgages, the Assignment of the Vale Port Contract and the Assignments of the Vale Time Charters), a duly perfected first priority security interest in and liens on the Collateral subject thereto enforceable against each Borrower a party thereto as security for the performance of the obligations secured thereby and the security interests created by each of the Security Documents (other than the Ship Mortgages, the Assignment of the Vale Port Contract and the Assignments of the Vale Time Charters) do not require any further action to be taken in order to create or perfect such security interests or to permit the Administrative Agent to enforce its rights under each Security Document (other than the Ship Mortgages, the Assignment of the Vale Port Contract and the Assignments of the Vale Time Charters) creating the same, in each case, to the extent possible to create and perfect such security interest under the laws the State of New York and the District of Columbia, including the Uniform Commercial Code, as in effect on the date hereof, (ii) in the case of the Ship Mortgages, a valid, binding and duly perfected first priority mortgage lien covering the respective Mortgaged Vessel on which it purports to create such mortgage lien enforceable against each Mortgaged Vessel Guarantor a party thereto as security for the performance of the obligations secured thereby, in each case, pursuant to the applicable law pertaining to such Ship Mortgages, and (iii) in the case of the Assignment of the Vale Port Contract and each Assignment of the Vale Time Charter, a valid, binding and duly perfected first priority security interest in favor of the Administrative Agent covering the respective Vale Contract Collateral on which it purports to create such security interest as security for the performance of the obligations secured thereby. (di) Each HolderVale Contract Guarantor is, by accepting and will be as of the Closing Date, the sole legal and beneficial owner of the Vale Contract Collateral over which such Vale Contract Guarantor purports to create a Note, consents and agrees to security interests in accordance with the terms of the Security Documents entered into Assignment of the Vale Port Contract or (as the case may be) the applicable Assignment of the Vale Time Charter, (ii) no Vale Contract Guarantor has assigned, charged or otherwise encumbered the applicable Vale Contract Collateral or any moneys payable thereunder, otherwise than pursuant to the Loan Documents, and (iii) there are no restrictions on the Issue Date or from time ability of a Vale Contract Guarantor to time thereafter (including create the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time security interests which it purports to time create in accordance with their the terms and this Indenture, the Security Documents and the Intercreditor Agreement. (e) In the event that security interests in any of the Collateral are not created Vale Port Contract or (as the case may be) the applicable Assignment of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Holders in their sole discretion)Vale Time Charter. (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.

Security Documents. (a) To secure Concurrent with the full Closing Date, SELLER and punctual payment when due and HELCO shall comply with the full and punctual performance of the obligations of the Company and the Subsidiary Guarantors in respect of the Notes and this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shall, on the Issue Datefollowing requirements: (1) enter into SELLER shall execute and deliver to HELCO the Collateral Security Agreement and the Mortgage, which shall contain terms and conditions reasonably satisfactory to the Financing Parties and HELCO, to secure the performance by SELLER of its payment obligations under this Agreement; provided, that HELCO -------- ---- shall concurrently execute and deliver to Financing Parties and SELLER a subordination agreement (the "Subordination Agreement") which shall contain terms and conditions generally required by lenders of long-term, non-recourse project loans and provided further, that such terms and conditions shall be reasonably -------- ------- ---- satisfactory to Financing Parties and HELCO, which shall use best efforts to complete such documentation within sixty (60) days of the commencement of negotiations. The Subordination Agreement shall subordinate, in all respects, the Security Agreement and the Mortgage to the mortgage and security interest provided to the Financing Parties in an amount and to the extent that such security interest and mortgage secure such credit extended by the Financing Parties to SELLER as shall be required for the development, construction and operation of the Facility. (2) SELLER and HELCO shall each execute and deliver to the Trustee other or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder shall cause to be executed and delivered to the Trustee other any required consents. (3) SELLER shall request the original Financing Parties and any additional or substitute Financing Parties to become parties to such documentation as is reasonably necessary to give effect to this Section 3.1E. (4) SELLER and HELCO shall each execute and deliver to the First Lien Administrative Agent as gratuitous bailee for other favorable legal opinions of counsel, in reasonably satisfactory form and substance, to the Trustee);effect that this Agreement has been duly authorized and executed by that party and constitutes a legally enforceable obligation binding against that party in accordance with its terms, subject to customary exceptions. (25) file, register or record all SELLER and HELCO shall each execute and deliver to the other such other documents and instruments, including UCC financing statements, required by applicable law or and take such other actions as may be reasonably requested by the Trustee or the Collateral Agent necessary (A) for HELCO to be filed, registered or recorded to create the Liens intended to be created by establish and perfect its rights under the Security Documents and to perfect such Liens obtain and give full effect to the extent required bysecurity interest, mortgage and with priority contemplated hereby and (B) for SELLER to carry out the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned transactions contemplated by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Financing Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. (d) Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this Indenture, the Security Documents and the Intercreditor Agreement. (e) In the event that security interests in any of the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted requested by the Holders in their sole discretion)Financing Parties. (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.

Security Documents. (a) To secure The Administrative Agent shall have received the full and punctual payment when due and the full and punctual performance of the obligations of the Company and the Subsidiary Guarantors in respect of the Notes and this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shall, on the Issue Datefollowing: (1i) enter into the Collateral Pledge Agreement, Security Agreement and deliver to Subsidiary Guarantee Agreement, duly executed and delivered by the Trustee or Collateral Agent all certificates representing Capital Stock respective Loan Parties party thereto; (ii) the New Mortgage, duly executed and other instruments and documents required thereunder to be delivered to by the Trustee Borrower in recordable form (or to in such number of copies as the First Lien Administrative Agent as gratuitous bailee shall have requested), with appropriate metes and bounds descriptions attached thereto (and the Borrower hereby authorizes the Administrative Agent to deliver the New Mortgage to a title company or other Person for recording in the appropriate land offices for the Trusteeproperties covered thereby); (2iii) filea completed Perfection Certificate dated the Closing Date and signed by an executive officer or Financial Officer of the Borrower, register or record together with all documents and instrumentsattachments contemplated thereby, including UCC financing statements, required by applicable law the results of a search of the Uniform Commercial Code (or reasonably requested equivalent) filings made with respect to the Borrower and the Subsidiaries in the jurisdictions contemplated by the Trustee Perfection Certificates and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Collateral Administrative Agent to be filed, registered or recorded to create that the Liens intended to be created indicated by the Security Documents and to perfect such Liens to the extent required by, and with the priority required by, the Security Documents financing statements (or this Indenturesimilar documents) are permitted by Section 6.02 or have been released; and (3iv) enter into such Security Documents creating Liens on all interests in with respect to each Mortgaged Property owned subject to the Lien of the Existing Mortgage, an endorsement by the Company or any Domestic Subsidiary that are subject to any Lien securing respective title company of the First Lien Secured Indebtedness (or that would be required, policies of title insurance issued on the “Closing Date” under the First Lien Existing Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything with respect to the contrary set forth Lien of the Existing Mortgage, insuring the validity and priority of the Liens created under the Existing Mortgage for and in amounts satisfactory to the Administrative Agent, subject only to such exceptions as are satisfactory to the Administrative Agent. In addition, the Borrower shall have paid to the title company referred to in clause (aiv) or elsewhere in this Indenture or any Security Document, (1) any mortgages (above all expenses and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any premiums of such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent title company in connection with the mortgages granted pursuant issuance of such endorsement, and shall have delivered evidence of such payment to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereofAdministrative Agent. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. (d) Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this Indenture, the Security Documents and the Intercreditor Agreement. (e) In the event that security interests in any of the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.

Security Documents. (a) To secure Each Lender hereby authorizes the full and punctual payment when due and the full and punctual performance of the obligations of the Company and the Subsidiary Guarantors in respect of the Notes and this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shall, on the Issue Date: (1) Administrative Agent to enter into the Collateral Agreement and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by each of the Security Documents and to perfect such Liens to the extent required by, take all actions contemplated thereby. All rights and with the priority required by, remedies under the Security Documents or this Indenture; and (3) enter into such may be exercised by the Administrative Agent for the benefit of the Lenders and the other beneficiaries thereof upon the terms thereof. With the consent of the Required Lenders, the Administrative Agent may assign its rights and obligations as Administrative Agent under any of the Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing Affiliate of the First Lien Secured Indebtedness Administrative Agent, and such Affiliate thereafter shall be entitled to (or that would be required, i) all the rights of the Administrative Agent under the First Lien Credit Agreement as in effect on Issue Date, applicable Security Document and (ii) all rights hereunder of the Administrative Agent with respect to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect)the applicable Security Document. (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or In each circumstance where, under any provision of any Security Document, (1) the Administrative Agent shall have the right to grant or withhold any mortgages (consent, exercise any remedy, make any determination or direct any action by the Administrative Agent under such Security Document, the Administrative Agent shall act in respect of such consent, exercise of remedies, determination or action, as the case may be, with the consent of and any related Security Documents) at the direction of the Required Lenders; PROVIDED, however, that no such consent of the Required Lenders shall be required to be granted pursuant to clause (a) on the Issue Date with respect to real property any consent, determination or other matter that is, in the Administrative Agent's judgment, ministerial or administrative in nature. In each circumstance where any consent of or direction from the Required Lenders is securing First Lien Secured Indebtedness on required, the Issue Date Administrative Agent shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered send to the First Lien Lenders a written notice setting forth a description in reasonable detail of the matter as to which consent or direction is requested and the Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) Agent's proposed course of action with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Datethereto. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. (d) Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this Indenture, the Security Documents and the Intercreditor Agreement. (e) In the event that security interests in the Administrative Agent shall not have received a response from any of the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable Lender within five (5) Business Days after the Issue Date (or on giving of such later date as may notice, such Lender shall be permitted deemed to have agreed to the course of action proposed by the Holders in their sole discretion)Administrative Agent. (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.

Security Documents. The Banks hereby acknowledge that they have received the form of Amended and Restated Company Pledge Agreement (ain substantially final form) To secure providing for the full and punctual payment when due sharing of security with the New Senior Notes and the full and punctual performance of the obligations of the Company and the Subsidiary Guarantors in respect of the New Senior Exchange 3 Notes and this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shall, on the Issue Date: (1) enter into the Collateral Agreement and deliver certain intercreditor arrangements relating thereto. The Banks hereby consent to the Trustee or Collateral Agent all certificates representing Capital Stock execution and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required delivery by applicable law or reasonably requested by the Trustee or the Collateral Agent of the Amended and Restated Company Pledge Agreement in the form furnished to the Banks prior to the Consent Effective Date (with such changes, which are not adverse to the Banks in any material respect, as may be filed, registered or recorded agreed to create the Liens intended to be created by the Security Documents Administrative Agent and to perfect such Liens to Collateral Agent). The Banks hereby further agree that the extent required byAdministrative Agent and/or Collateral Agent, and with the priority required byas appropriate, the Security Documents or this Indenture; and (3) may enter into such amendments and restatements of, or amendments to, the other Security Documents creating Liens on all interests so long as same are in Property owned form approved by the Administrative Agent and are reasonably consistent with the changes made in the Amended and Restated Company or any Domestic Subsidiary that are subject to any Lien securing Pledge Agreement in the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything form furnished to the contrary set forth Banks prior to the Consent Effective Date. The Banks further consent to the Administrative Agent and Collateral Agent taking all such other actions as may be deemed necessary or desirable by them in clause furtherance of the foregoing (a) which shall include, without limitation, executing such ancillary documentation or elsewhere in this Indenture agreements as may be deemed necessary or any Security Documentdesirable by the Administrative Agent and/or Collateral Agent). So long as the foregoing requirements are satisfied, (1) any mortgages (the Banks hereby acknowledge and any related Security Documents) required to be granted pursuant to clause (a) on agree that no further consent of the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date Banks shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent required in connection with the mortgages granted pursuant amendments (including amendments and restatements) to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. (d) Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this Indenture, the various Security Documents and the Intercreditor Agreement. (e) In the event that security interests in any taking of the Collateral are not created as related actions described above, in each case in connection with the modifications thereto to be effected in connection with the issuance of New Senior Notes and New Senior Exchange Notes. Without limiting the Issue Dateforegoing, the Company and the other Grantors requirements of Section 9.04(xxi) shall use commercially reasonable efforts to implement security arrangements be deemed satisfied with respect to such Collateral as promptly as reasonably practicable after the Issue Date any amended (or on such later date as may be permitted by the Holders in their sole discretion). (fincluding any amended and restated) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents executed and that delivered in accordance with the Lien granted in the Security Documents relating to the Notes in respect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunderforegoing provision.

Security Documents. The Loans and all amounts outstanding from time to time under the Loan Documents shall be secured by: a. A first priority security interest (asubject to Permitted Liens) To secure the full in (i) all tangible and punctual payment when due intangible personal property, (ii) all fixtures and (iii) all owned real property of Borrower and the full Borrower Subsidiaries, now owned or hereafter acquired, and punctual performance all proceeds and products of such assets. Lender’s security interest in the foregoing shall be created by and shall be subject to the provisions of the obligations Security Agreement and shall be subject to the provisions of the Company Intercreditor and the Subsidiary Guarantors Subordination Agreement. Promptly, and in respect of the Notes and this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shall, on the Issue Date: any event within one (1) enter into Business Day, following the Collateral Agreement formation (or, as applicable, incorporation) thereof, Borrower shall cause each Borrower Subsidiary to execute and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered Lender a Supplement to the Trustee Security Agreement. b. A first priority security interest (subject to Permitted Liens) in all assets of Guarantor (other than the membership interests of Guarantor in Borrower which are addressed in clause (c) below), now owned or to hereafter acquired, and all proceeds and products of such assets. Lender’s security interest in the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to foregoing shall be created by and subject to the *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. provisions of the Security Documents Agreement and shall be subject to perfect such Liens the provisions of the Intercreditor and Subordination Agreement to the extent required by, and with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect)provided therein. (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-c. A first priority Lien and security interest in the membership interests of Guarantor in Borrower, now owned or hereafter acquired by Guarantor, and all proceeds and products thereof. Lender’s security interest in the foregoing shall be created by and shall be subject to the provisions of the Collateral Pledge Agreement and shall be subject to the provisions of the Intercreditor and Subordination Agreement to the extent provided therein. d. A first priority security interest (subject to the terms NSM Lien) in Borrower’s membership interests in the Borrower Subsidiaries hereafter formed or acquired by Borrower, and all proceeds and products thereof. Lender’s security interest in the foregoing shall be created by and shall be subject to the provisions of the Pledge Agreement and shall be subject to the provisions of the Intercreditor and Subordination Agreement to the extent provided therein. e. Notwithstanding the provisions of Section 2.5(a) through 2.5(d), inclusive, Lender acknowledges and agrees that the obligations of Borrower and the Borrower Subsidiaries under the Interest Purchase Agreement shall be secured by a first priority security interest in favor of NSM in and to all personal property, fixtures and owned real property of Borrower and the membership interests owned by Borrower (other than Borrower’s membership interests in each Borrower Subsidiary that does not hold Licenses) and all personal property, fixtures and owned real property of the Borrower Subsidiaries, in each case now owned or hereafter acquired, and all proceeds and products of such assets. NSM’s security interests in the foregoing shall be created by and shall be subject to the provisions of the NSM Security Agreement and the Security Documents NSM Pledge Agreement. NSM’s security interest in all respects) the foregoing shall have priority over Lender’s security interest in favor of such assets, and Lender’s security interest in the Trustee for the benefit of the Holders. (d) Each Holder, by accepting a Note, consents and agrees foregoing shall be subordinated to the terms of NSM Lien in such assets and membership interests, in each case to the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release extent provided herein and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this Indenture, the Security Documents and the Intercreditor and Subordination Agreement. (e) In the event that security interests in any of the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.

Security Documents. (a) To secure If at any time the full and punctual payment when due and Borrower or any Subsidiary owns, acquires an ownership interest in or creates an entity which is or becomes a Subsidiary (the full and punctual performance of the obligations of the Company and the Subsidiary Guarantors in respect of the Notes and this Indenture (including the Subsidiary Guarantees"Target Subsidiary"), the Company and the Subsidiary Guarantors Borrower shall, on the Issue Date: (1) enter into the Collateral Agreement or shall cause its Subsidiary to, take all such action and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) fileexecute such agreements, register or record all documents and instruments, including UCC financing statementswithout limitation execution and delivery of a counterpart signature page in the form of Annex I to the Pledge Agreement and Annex I to the Security Agreement and execution and delivery of such other Security Documents, required by applicable law that may be necessary or reasonably requested by desirable to grant to the Trustee Administrative Agent, for the benefit of the Banks, a first priority, perfected security interest and Lien in all of the assets of and all of the capital stock of such Target Subsidiary. If at any time the Borrower or the Collateral Agent to be filed, registered any Subsidiary owns or recorded to create the Liens intended to be created acquires an interest in any assets not covered by the Security Documents then in effect, the Borrower shall, or shall cause such Subsidiary to, take all such action and execute such agreements, documents and instruments, including without limitation any Security Documents, that may be necessary or desirable to perfect grant to the Administrative Agent for the benefit of the Banks, a first priority, perfected security interest in such Liens assets. With respect to any fee interest in any real property acquired or ground lease in respect of any real property leased after the date of this Agreement by the Borrower or any Subsidiary, the Borrower shall, or shall cause its Subsidiary to, promptly execute and deliver a first priority Mortgage or Leasehold Mortgage, as applicable, in favor of the Administrative Agent, for the benefit of the Banks, covering such real property, and shall provide the Administrative Agent with the following documents (w) a mortgagee's title insurance policy covering such real property, (x) an ALTA survey thereof, together with a surveyor's certificate, (y) to the extent required byreasonably available to the Borrower, an environmental audit report covering such real property and (z) with the priority required byrespect to any real property subject to a ground lease, the Security Documents any consents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned estoppels reasonably deemed necessary or advisable by the Company Administrative Agent in connection therewith which the Borrower and its Subsidiaries are able to obtain using commercially reasonable efforts. With respect to any leasehold interest in real property acquired by the Borrower or any Domestic Subsidiary, such Borrower shall, or shall cause such Subsidiary that to, promptly execute and deliver a Collateral Assignment of Lease with respect to such real property, together with any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection therewith which the Borrower and its Subsidiaries are able to obtain using commercially reasonable efforts. Notwithstanding the foregoing, (i) the Borrower shall not be required to, or be required to cause its Subsidiaries to, pledge the assets or capital stock of any Subsidiary if the Borrower and/or any of its Subsidiaries is subject to any Lien securing effective and enforceable contractual obligation entered into in good faith in the First Lien Secured Indebtedness ordinary course of business of the Borrower or such Subsidiary which prohibits the pledge of the assets or capital stock of such Subsidiary pursuant to the Pledge Agreement or the Security Agreement; provided that the Borrower and/or its Subsidiaries shall use reasonable efforts to obtain any necessary waivers, consents or amendments to permit such pledge or to obtain reasonably equivalent security and (ii) the Borrower and its Subsidiaries shall not be obligated to pledge the assets or capital stock of a Subsidiary, provided that would the aggregate value of the assets (other than Excluded Property) and the capital stock of the Subsidiaries (other than SPEs) that have not been pledged to the Administrative Agent for the benefit of the Banks shall not at any time exceed $500,000. Notwithstanding the foregoing, for so long as any SPE remains a single purpose entity engaged solely in a Mortgage Transaction, such SPE shall not be requiredrequired to execute, under deliver and perform any Security Documents. For purposes of this Section 5.13, however, at such time that any Subsidiary which qualified as an SPE on the First Lien Credit date of this Agreement no longer is deemed to be an SPE or any Subsidiary becomes a Subsidiary Guarantor pursuant to Section 5.12 hereof, any fee interest in real property owned or held by such Subsidiary shall be deemed to be acquired, and any ground lease or other lease in respect of real property leased to such Subsidiary shall be deemed to be entered into, at the time that such Subsidiary ceases to qualify as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect)an SPE and/or becomes a Subsidiary Guarantor. (b) Notwithstanding anything to At the contrary set forth in clause (a) or elsewhere in this Indenture time that the Borrower or any Subsidiary or Affiliate thereof becomes a party to a Security Document, the Borrower shall deliver to the Administrative Agent copies (1in sufficient number for each of the Banks to receive a copy) any mortgages of each of the following documents in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) Counterpart signature page to the Pledge Agreement, duly executed by the Borrower or such Subsidiary, (B) counterpart signature page to the Security Agreement, duly executed by the applicable Pledgor and/or (C) such other Security Document, duly executed by the parties thereto, as applicable; (ii) A certificate of the secretary or assistant secretary of such Pledgor, certifying that (A) (x) there have been no changes to its Articles of Incorporation and any related Security DocumentsBy-laws (or similar documents) required of such Pledgor since the date of certification thereof to be granted the Banks pursuant to clause this Agreement or (ay) on a correct and complete copy of its Articles of Incorporation (certified by the Issue Date with respect to real property that Secretary of State of organization) and By-laws (or similar documents) of such Pledgor is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered attached to the First Lien certificate and (B) a correct and complete copy of the resolutions of its Board of Directors (or other governing body) and of the shareholders, partners, members of other owners (if required) of such Pledgor, authorizing the execution, delivery and performance of each such Security Document, is attached to the certificate; (iii) An incumbency certificate executed by the secretary or assistant secretary of each Pledgor, certifying the names of the officers authorized to execute each such Security Document, together with a sample of the true signatures of such officers; (iv) A favorable opinion of counsel to each Pledgor in form and substance reasonably satisfactory to the Administrative Agent Agent; provided that in connection with the mortgages granted execution and delivery of a Mortgage or Leasehold Mortgage by a Subsidiary, an opinion of counsel, licensed to practice in the state in which the real property subject to such Mortgage or Leasehold Mortgage is located, as to the proper form and enforceability of such Mortgage or Leasehold Mortgage will not be required, so long as (i) the value (at the greater of book value and fair market value) of such Subsidiary's assets located at such location is less than $3,000,000, (ii) the form of mortgage or leasehold mortgage executed and delivered by such Subsidiary is in substantially the same form as a mortgage or leasehold mortgage, as applicable, previously delivered by the Borrower or a Subsidiary in respect of real property located in such state for which an opinion of local counsel in form and substance reasonably acceptable to the Administrative Agent was delivered to the Administrative Agent and the Banks, and (iii) the Borrower and such Subsidiary are not aware of any change in law which would adversely affect the enforceability of a mortgage or leasehold mortgage in such form or the rights of the Administrative Agent and the Banks thereunder. (v) Delivery of stock certificates, stock powers, irrevocable proxies, instructions or other instruments or documents required to be delivered pursuant to the First Lien Secured Indebtedness)applicable Security Document; and (vi) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but UCC-1 Financing Statements in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate form acceptable to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company Administrative Agent appropriately completed and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest filed in all of places that the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. (d) Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this Indenture, the Security Documents and the Intercreditor Agreement. (e) In the event that security interests in any of the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Administrative Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect of the Trusteeits sole judgment, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunderdeems necessary or desirable.

Security Documents. (a) To secure The Issuers shall have furnished to the full Initial Purchaser the Security Documents duly executed by the Issuers and punctual payment when due and Parent, in each case, to the full and punctual performance of the obligations of the Company and the Subsidiary Guarantors in respect of the Notes and this Indenture (including the Subsidiary Guarantees)extent party thereto, the Company and the Subsidiary Guarantors shall, on the Issue Datetogether with: (1A) enter into proper financing statements, each in the form to be filed on the Closing Date under the Uniform Commercial Code of all jurisdictions that may be necessary in order to perfect the Liens created by the Security Documents, covering the Collateral Agreement and deliver naming the Secured Party as secured party, which financing statements shall be so filed on or about the Closing Date; (B) proper instruments to be filed in the U.S. Patent and Trademark Office that may be necessary in order to perfect the liens granted on trademarks, which liens have been created by the Security Documents; (C) contemplated requests for information and lien search results, listing as of a recent date all effective financing statements filed in Iowa and Delaware that name either of the Issuers or Parent as debtor, together with copies of such financing statements; (D) copies of duly executed payoff letters, UCC-3 termination statements, mortgage releases, intellectual property releases and other collateral releases and terminations, each in form and substance reasonably satisfactory to the Trustee Initial Purchaser evidencing the release of any Liens on any of the Collateral (other than Liens created by the Indenture and the Security Documents or Collateral Agent Permitted Liens), and each such payoff letter, release and termination shall be in full force and effect. (E) the original membership interest certificates and stock certificates pledged to the Secured Party pursuant to the Security Documents, together with undated stock powers or endorsements duly executed in blank in connection therewith; (F) mortgages and fixture filings in form and substance approved by the Initial Purchaser, to be recorded on or about the Closing Date in all certificates representing Capital Stock jurisdictions that may be deemed necessary or desirable in order to perfect the liens created by the Security Documents, covering the Collateral, which mortgages and fixture filings shall be so recorded on or about the Closing Date; (G) irrevocable commitment by one or more title insurance companies approved by the Initial Purchaser in the Initial Purchaser’s reasonable discretion to issue one or more lender’s policies of title insurance insuring the liens created by the Security Documents, subject only to those title matters and exceptions approved by the Initial Purchaser, together with fully executed reinsurance agreements in form and substance reasonably approved by the Initial Purchaser, providing for reinsurance in the amounts required by the Initial Purchaser with title insurance companies approved by the Initial Purchaser in its reasonable discretion; (H) the title insurance policy set forth in subsection (G) above for the Facility that does not take exception for items that would be displayed by an A.L.T.A. survey, provided, however, if the Issuers are unable to satisfy the Closing requirement set forth in this Section 9(a)(xiv)(H), then such requirement shall be deemed waived on the condition that Issuer shall comply with the covenant set forth in Section 5(i)(B); and (I) any other instruments and documents required thereunder to be delivered to the Trustee (or Secured Party pursuant to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record Security Documents and reasonable evidence that all documents other actions necessary to perfect and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create protect the Liens intended to be created by the Security Documents and to perfect such Liens to the extent required by, and with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect)have been taken. (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. (d) Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this Indenture, the Security Documents and the Intercreditor Agreement. (e) In the event that security interests in any of the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.

Security Documents. (a) To secure Following the full Separation, the due and punctual payment when due of the Obligations on the Securities and the full Obligations of the Company and punctual the Subsidiary Guarantors under the Subsidiary Guarantees, and all other Parity Lien Obligations, and the performance of the all other payment obligations of the Company and the Subsidiary Guarantors in respect under the Note Documents, when and as the same shall be due and payable, whether on an interest payment date, at Stated Maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the Notes and this Indenture (including the Subsidiary Guaranteesextent permitted by law), if any, on the Securities and any Subsidiary Guarantee and performance of all other Obligations of any of the Company and any Subsidiary Guarantor to the Subsidiary Guarantors shallHolders of Securities or the Trustee under the Note Documents according to the terms hereunder or thereunder (collectively, the “Secured Obligations”), will be secured by second-priority Liens on the Issue Date: (1) enter into Collateral granted to the Collateral Agreement and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) filebenefit of the holders of Securities and future other Parity Lien Obligations. As of the Separation Date, register or record all documents and instrumentsexcept as otherwise provided in the Intercreditor Agreement, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and to perfect such Liens to the extent required by, and with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on will include all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations assets of the Company and the Subsidiary Guarantors in that are subject to a Lien securing Priority Lien Obligations, other than cash collateral to (i) issuers of letters of credit pursuant to the Priority Lien Documents rather than holders of all Priority Lien Obligations or (ii) with respect to any letters of credit issued pursuant to the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Priority Lien Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee Priority Lien Agent for the benefit of the Holdersholders of Priority Lien Obligations as a whole. For all purposes of this Indenture, all references to “second-priority” Liens means Liens that may be junior in priority to the Liens securing Priority Lien Obligations, to the extent permitted to be incurred or to exist under the Intercreditor Agreement, and to Permitted Prior Liens. These second-priority Liens will also be senior in priority to the Liens securing Junior Lien Obligations, to the extent permitted to be incurred or to exist under the Note Documents. (db) Each HolderHolder of Securities, by accepting a Noteits acceptance thereof, consents and agrees to the terms of the Security Note Documents entered into on the Issue Date or from time to time thereafter (including including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the possession, use, release and foreclosure of CollateralCollateral Trustee to enter into any Security Document on its behalf) as each the same may be in effect or may be amended from time to time in accordance with their its terms and authorizes and directs the Collateral Trustee (and, if applicable, the Trustee) to enter into the Intercreditor Agreement and the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. (c) The Company will or will cause to be done, and shall cause its Restricted Subsidiaries to do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, or which the Collateral Trustee from time to time may reasonably request, to assure and confirm to the Trustee that the Collateral Trustee holds, following the Separation Date, for the benefit of itself, the Holders of the Securities and the Trustee, duly created, enforceable and perfected Liens upon the Collateral as contemplated by this Indenture, the Security Documents, the other Parity Lien Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Securities and any Subsidiary Guaranty secured thereby, according to the intent and purposes herein expressed. The Company and any Subsidiary Guarantor shall each take any and all actions reasonably required or reasonably requested by the Collateral Trustee to cause the Security Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Company and any Subsidiary Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected second-priority Liens in and on such Collateral and subject to no other Liens other than as permitted by the terms of this Indenture. (d) The Collateral Trustee agrees that it will hold the security interests in Collateral created under the Security Documents to which it is a party as contemplated by this Indenture in accordance with the Intercreditor Agreement, and any and all proceeds thereof, for the benefit of, among others, the Trustee and the Holders of the Securities, to act in preservation of the security interest in the Collateral in accordance with the Intercreditor Agreement. The Collateral Trustee shall (subject to being indemnified and/or secured to its satisfaction) take action or refrain from taking action with respect to the Securities in connection therewith only as directed by the Trustee or Holders holding a majority in aggregate outstanding principal amount of the Securities. (e) In the event that security interests in any of the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Holders in their sole discretion). (f) Each Holder, by accepting a Security, shall be deemed (i) to have agreed to be bound thereby and (ii) to appoint the Notes, is deemed to acknowledge thatCollateral Trustee or the Trustee, as more fully set forth in the case may be, as its agent under the Security Documents and the Intercreditor Agreement and to authorize it to act as such. (f) The Collateral Trustee is hereby authorized to exercise such rights, powers and discretions as are specifically delegated to it by the terms of the Security Documents, including the power to enter into the Security Documents, on behalf of the Holders of the Securities, together with all rights, powers and discretions as are reasonably incidental thereto or necessary to give effect to the trusts created thereunder. The Collateral Trustee shall, however, at all times be entitled to seek directions from the Trustee or the Holders with respect to the Securities and shall, subject to the Collateral Trustee being indemnified and/or secured to its satisfaction, be obligated to follow those directions if given. The Collateral Trustee hereby accepts its appointment as now or hereafter constituted shall be collateral trustee for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Trustee under the Security Documents Documents, and actions that may be taken thereunderits authorization to so act on such Holders’ and the Trustee’s behalf in accordance with the terms of the Note Documents. (g) Notwithstanding any other provision of this Indenture or any other Note Document, neither the Trustee nor the Collateral Trustee shall have any responsibility for the validity, perfection, sufficiency, adequacy, priority or enforceability of any Lien or Security Document or other security interest, or shall have any obligation to take any action to procure or maintain such validity, perfection, sufficiency, adequacy, priority or enforceability, including without limitation no responsibility to make any filings to perfect or maintain the perfection of the Collateral Trustee’s security interest in the Collateral.

Security Documents. (a) To secure the full and punctual payment when due and the full and punctual performance The Administrative Agent shall have received an executed counterpart of the obligations Security Agreement, in form and substance reasonably acceptable to the Administrative Agent, dated as of the Company Closing Date, duly executed and the Subsidiary Guarantors in respect of the Notes and this Indenture (including the Subsidiary Guarantees)delivered by each Obligor, the Company and the Subsidiary Guarantors shall, on the Issue Date: (1) enter into the Collateral Agreement and deliver to the Trustee or Collateral Agent together with all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by filed under the Security Documents (other than those to be delivered following the Closing Date pursuant to Section 8.17) and evidence satisfactory to perfect such Liens it that arrangements have been made with respect to the extent all registrations, notices or actions required by, and with the priority required by, under the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant effected, given or made in order to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, establish a valid and enforceable perfected second-first priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. (d) Each Holder, by accepting a Note, consents and agrees to accordance with the terms of the Security Documents entered into on Documents, including: (i) in the Issue Date or from time case of Equity Interests that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to time thereafter (including the provisions providing for Administrative Agent and the possession, use, release Lenders that the security interest required to be pledged therein under the Security Agreement has been transferred to and foreclosure of Collateral) as each may be amended from time to time perfected by the Administrative Agent and the Lenders in accordance with their terms Articles 8 and this Indenture, 9 of the Security Documents NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Intercreditor Agreement. (e) In Administrative Agent as the event that security interests secured party, or other similar instruments or documents, in any of each case suitable for filing, filed under the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date UCC (or on such later date equivalent law) of all jurisdictions as may be permitted by necessary or, in the Holders in their sole discretion).opinion of the Administrative Agent, desirable to perfect the Liens of the Secured Parties pursuant to the Security Agreement; (fiii) Each HolderUCC-3 termination statements and/or any equivalent termination statements or satisfaction statements required to be delivered to any other registries, by accepting the Notesif any, is deemed necessary to acknowledge that, as more fully set forth release all Liens and other rights of any Person in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties any collateral described in the Security Documents and that the Lien Agreement previously granted in by any Person (other than with respect to Permitted Liens); (iv) all applicable Short-Form IP Security Agreements required to be provided under the Security Documents relating Agreement, each dated as of the Closing Date, duly executed and delivered by each applicable Obligor; and (v) the Intercompany Subordination Agreement or such other subordination agreement in form and substance reasonably satisfactory to the Notes in respect of the Trustee, the Collateral Administrative Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.

Security Documents. (a) To secure the full and punctual payment when due and the full and punctual performance The provisions of the obligations each of the Company and the Subsidiary Guarantors in respect of the Notes and this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shall, on the Issue Date: (1) enter into the Collateral Agreement and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents other than the Mortgages (whether executed and delivered prior to or on the Closing Date or thereafter) are and will be effective to create in favor of the Administrative Agent, for its benefit and the benefit of the Lenders, a valid and enforceable (subject, in the case of direct enforceability against governmental payors of Accounts owing to the Credit Parties under the federal Medicare and Medicaid Programs, to the restrictions imposed by the federal Social Security Act and other applicable federal and state laws) security interest in and Lien upon all right, title and interest of each Credit Party that is a party thereto in and to perfect the Collateral purported to be pledged by it thereunder and described therein, and upon (i) the initial extension of credit hereunder, (ii) the filing of appropriately completed Uniform Commercial Code financing statements and continuations thereof in the jurisdictions specified therein, (iii) the filing of appropriately completed short-form assignments in the U.S. Patent and Trademark Office and the U.S. Copyright Office, as applicable, and (iv) the possession by the Administrative Agent of any certificates evidencing the securities pledged thereby, duly endorsed or accompanied by duly executed stock powers, such Liens security interest and Lien shall constitute a fully perfected and first priority security interest in and Lien upon such right, title and interest of the applicable Credit Party in and to such Collateral, to the extent required bythat such security interest and Lien can be perfected by such filings, actions and with the priority required bypossession, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject only to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect)Permitted Liens. (b) Notwithstanding anything The provisions of each Mortgage (whether executed and delivered prior to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Closing Date with respect or thereafter) are and will be effective to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but create in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction favor of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue DateAdministrative Agent, the Company for its benefit and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations benefit of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security DocumentsLenders, a valid and enforceable perfected second-priority Lien and security interest in and Lien upon all right, title and interest of the Collateral (subject each Credit Party that is a party thereto in and to the terms mortgaged premises described therein, and upon (i) the initial extension of credit hereunder and (ii) the Intercreditor Agreement filing of such Mortgage in the applicable real property recording office, such security interest and the Security Documents Lien shall constitute a fully perfected and first priority security interest in all respects) and Lien upon such right, title and interest of such Credit Party in favor of the Trustee for the benefit of the Holders. (d) Each Holderand to such mortgaged premises, by accepting a Note, consents in each case prior and agrees superior to the terms rights of the Security Documents entered into on the Issue Date or from time any other Person and subject only to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this Indenture, the Security Documents and the Intercreditor AgreementPermitted Liens. (e) In the event that security interests in any of the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.

Security Documents. The Loans and all amounts outstanding from time to time under the Loan Documents shall be secured by: a. A first priority security interest (asubject to Permitted Liens) To secure the full in (i) all tangible and punctual payment when due intangible personal property, (ii) all fixtures and (iii) all owned real property of Borrower and the full Borrower Subsidiaries, now owned or hereafter acquired, and punctual performance all proceeds and products of such assets. Lender’s security interest in the foregoing shall be created by and shall be subject to the provisions of the obligations Security Agreement and shall be subject to the provisions of the Company Intercreditor and the Subsidiary Guarantors Subordination Agreement. Promptly, and in respect of the Notes and this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shall, on the Issue Date: any event within one (1) enter into Business Day, following the Collateral Agreement formation (or, as applicable, incorporation) thereof, Borrower shall cause each Borrower Subsidiary to execute and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered Lender a Supplement to the Trustee Security Agreement. b. A first priority security interest (subject to Permitted Liens) in all assets of Guarantor (other than the membership interests of Guarantor in Borrower which are addressed in clause (c) below), now owned or hereafter acquired, and all proceeds and products *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the First Lien Administrative Agent as gratuitous bailee for Securities Exchange Act. of such assets. Lender’s security interest in the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to foregoing shall be created by and subject to the provisions of the Security Documents Agreement and shall be subject to perfect such Liens the provisions of the Intercreditor and Subordination Agreement to the extent required by, and with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect)provided therein. (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-c. A first priority Lien and security interest in the membership interests of Guarantor in Borrower, now owned or hereafter acquired by Guarantor, and all proceeds and products thereof. Lender’s security interest in the foregoing shall be created by and shall be subject to the provisions of the Collateral Pledge Agreement and shall be subject to the provisions of the Intercreditor and Subordination Agreement to the extent provided therein. d. A first priority security interest (subject to the terms SNR Lien) in Borrower’s membership interests in the Borrower Subsidiaries hereafter formed or acquired by Borrower, and all proceeds and products thereof. Lender’s security interest in the foregoing shall be created by and shall be subject to the provisions of the Pledge Agreement and shall be subject to the provisions of the Intercreditor and Subordination Agreement to the extent provided therein. e. Notwithstanding the provisions of Section 2.5(a) through 2.5(d), inclusive, Lender acknowledges and agrees that the obligations of Borrower and the Borrower Subsidiaries under the Interest Purchase Agreement shall be secured by a first priority security interest in favor of SNR in and to all personal property, fixtures and owned real property of Borrower and the membership interests owned by Borrower (other than Borrower’s membership interests in each Borrower Subsidiary that does not hold Licenses) and all personal property, fixtures and owned real property of the Borrower Subsidiaries, in each case now owned or hereafter acquired, and all proceeds and products of such assets. SNR’s security interests in the foregoing shall be created by and shall be subject to the provisions of the SNR Security Agreement and the Security Documents SNR Pledge Agreement. SNR’s security interest in all respects) the foregoing shall have priority over Lender’s security interest in favor of such assets, and Lender’s security interest in the Trustee for the benefit of the Holders. (d) Each Holder, by accepting a Note, consents and agrees foregoing shall be subordinated to the terms of SNR Lien in such assets and membership interests, in each case to the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release extent provided herein and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this Indenture, the Security Documents and the Intercreditor and Subordination Agreement. (e) In the event that security interests in any of the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.

Security Documents. (a) To secure The Security Agreement, duly executed and delivered by the full Obligors and punctual payment when due Administrative Agent, and the full and punctual performance results, dated as of a recent date prior to the Effective Date, of searches conducted (i) in the applicable records in each of the obligations governmental offices in each jurisdiction in which any Obligor, or any personal property and fixture Collateral is located and (ii) of the Company records maintained by the U.S. Patent and Trademark Office and the Subsidiary Guarantors in U.S. Copyright Office with respect to all United States patents and patent applications, all United States registered trademarks and trademark applications and all United States registered copyrights and copyright applications constituting part of the Notes Collateral, which in each case shall have revealed no Liens with respect to any of the Collateral except Permitted Encumbrances or Liens as to which Administrative Agent shall have received (and this Indenture is authorized to file) termination statements or documents (Form UCC-3 or such other termination statements or documents as shall be required by applicable law) fully executed or duly authorized for filing. In addition, Administrative Agent shall have received evidence that satisfactory provision has been made for all filings, registrations and recordings to be made in the appropriate governmental offices, and all other action has been taken, that Administrative Agent deems necessary or desirable in order to create, in favor of Administrative Agent on behalf of the Secured Parties, a perfected Lien on the Collateral described, and to the extent contemplated, in the Security Agreement, subject to no other Liens except for Permitted Encumbrances, including the Subsidiary Guarantees)receipt of fully executed Control Agreements as required hereby, the Company and the Subsidiary Guarantors shall, on the Issue Date: (1) enter into the Collateral Agreement and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents Access Agreements required thereunder to be delivered pursuant to the Trustee Security Agreement. Without limiting the foregoing, each Obligor shall deliver: (y) all certificates, if any, representing the outstanding Equity Interests of each Subsidiary owned by or on behalf of such Obligor as of the Effective Date after giving effect to the First Lien Administrative Agent Transactions (except that certificates representing Equity Interests of any Tax Preferred Subsidiary shall be limited to 65% of the outstanding voting Equity Interest and 100% of non-voting Equity Interests of such Tax Preferred Subsidiary), promissory notes, if any, evidencing all Indebtedness owed to such Obligor as gratuitous bailee for of the Trustee); Effective Date after giving effect to the Transactions and stock powers and instruments of transfer, endorsed in blank, with respect to such stock certificates and promissory notes and (2z) file, register or record all documents and instrumentsdocumentation, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Administrative Agent to be filed, registered or recorded to create or perfect the Liens intended to be created by under the Security Documents and to perfect such Liens to the extent required by, and with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. (d) Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this Indenture, the Security Documents and the Intercreditor Agreement. (e) In the event that security interests in any of the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.

Security Documents. The Loans and all amounts outstanding from time to time under the Loan Documents shall be secured by: a. A first priority security interest (asubject to Permitted Liens) To secure the full in (i) all tangible and punctual payment when due intangible personal property, (ii) all fixtures and (iii) all owned real property of Borrower and the full Borrower Subsidiaries, now owned or hereafter acquired, and punctual performance all proceeds and products of such assets. Lender’s security interest in the foregoing shall be created by and shall be subject to the provisions of the obligations Security Agreement and shall be subject to the provisions of the Company Intercreditor and the Subsidiary Guarantors Subordination Agreement. Promptly, and in respect of the Notes and this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shall, on the Issue Date: any event within one (1) enter into Business Day, following the Collateral Agreement formation (or, as applicable, incorporation) thereof, Borrower shall cause each Borrower Subsidiary to execute and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered Lender a Supplement to the Trustee Security Agreement. b. A first priority security interest (subject to Permitted Liens) in all assets of Guarantor (other than the membership interests of Guarantor in Borrower which are addressed in clause (c) below), now owned or to hereafter acquired, and all proceeds and products of such assets. Lender’s security interest in the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to foregoing shall be created by and subject to the provisions of the Security Documents Agreement and shall be subject to perfect such Liens the provisions of the Intercreditor and Subordination Agreement to the extent required by, and with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect)provided therein. (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-c. A first priority Lien and security interest in the membership interests of Guarantor in Borrower, now owned or hereafter acquired by Guarantor, and all proceeds and products thereof. Lender’s security interest in the foregoing shall be created by and shall be subject to the provisions of the Collateral Pledge Agreement and shall be subject to the provisions of the Intercreditor and Subordination Agreement to the extent provided therein. d. A first priority security interest (subject to the terms SNR Lien) in Borrower’s membership interests in the Borrower Subsidiaries hereafter formed or acquired by Borrower, and all proceeds and products thereof. Lender’s security interest in the foregoing shall be created by and shall be subject to the provisions of the Pledge Agreement and shall be subject to the provisions of the Intercreditor and Subordination Agreement to the extent provided therein. e. Notwithstanding the provisions of Section 2.5(a) through 2.5(d), inclusive, Lender acknowledges and agrees that the obligations of Borrower and the Borrower Subsidiaries under the Interest Purchase Agreement shall be secured by a first priority security interest in favor of SNR in and to all personal property, fixtures and owned real property of Borrower and the membership interests owned by Borrower (other than Borrower’s membership interests in each Borrower Subsidiary that does not hold Licenses) and all personal property, fixtures and owned real property of the Borrower Subsidiaries, in each case now owned or hereafter acquired, and all proceeds and products of such assets. SNR’s security interests in the foregoing shall be created by and shall be subject to the provisions of the SNR Security Agreement and the Security Documents SNR Pledge Agreement. SNR’s security interest in all respects) the foregoing shall have priority over Lender’s security interest in favor such assets, and Lender’s security interest in the foregoing shall be subordinated *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the Trustee for the benefit text. Copies of the Holders. (d) Each Holder, by accepting a Note, consents exhibit containing the redacted portions have been filed separately with the Securities and agrees to the terms of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this Indenture, the Security Documents and the Intercreditor Agreement. (e) In the event that security interests in any of the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect of the Trustee, the Collateral Agent, the Holders and such other secured parties is Exchange Commission subject to and qualified and limited in all respects by a request for confidential treatment pursuant to Rule 24b-2 under the Security Documents and actions that may be taken thereunderSecurities Exchange Act.

Security Documents. (a) To secure At any time after the full execution and punctual payment when due and the full and punctual performance delivery thereof, any of the obligations of the Company and the Subsidiary Guarantors in respect of the Notes and this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shall, on the Issue Date: (1) enter into the Collateral Agreement and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents shall cease to be in full force and to perfect such Liens to the extent required by, and effect in accordance with the priority required by, the Security Documents terms thereof or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject shall cease to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative give Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. Lenders the Liens, rights, powers and privileges purported to be created thereby (dincluding, without limitation, a first priority perfected security interest (subject to Permitted Liens) Each Holderin, by accepting a Noteand Lien on, consents all of the Collateral for which Agent or Collateral Agent has taken necessary actions to perfect its security interest), in favor of Agent, superior to and agrees prior to the rights of all third Persons and subject to no other Liens (except to the extent expressly permitted herein or therein); or any Credit Party shall default in the due performance or observance of any term, covenant or agreement on its part to be performed or observed pursuant to any of the Security Documents and such default shall continue beyond any grace period specifically applicable thereto pursuant to the terms of the such Security Documents entered into on the Issue Date Document. THEN, and in any such event (except an Event of Default specified in paragraph (g) or from time to (h) of this Section) and at any time thereafter while an Event of Default is continuing, Agent may with the consent of Majority Lenders, and at the direction of the Majority Lenders shall, take one or more of the following actions: (including A) declare the provisions providing for Revolving Commitments terminated, whereupon the possession, use, release Revolving Commitment(s) of each Lender hereunder shall terminate immediately and foreclosure of Collateral) as each may be amended from time to time all fees and other amounts accrued in accordance with their terms this Agreement shall forthwith become due and this Indenturepayable without any other notice of any kind; (B) declare all sums then owing by Borrower hereunder and under the Notes to be forthwith due and payable, the Security Documents whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Borrower; (C) exercise on behalf of itself and the Intercreditor Agreement. (e) In the event that security interests in any of the Collateral are not created as of the Issue Date, the Company Lenders all rights and remedies available to it and the other Grantors shall use commercially reasonable efforts Lenders under the Loan Documents or applicable law and (D) terminate any Letter of Credit which may be terminated in accordance with its terms, (iv) direct Borrower to implement security arrangements pay (and Borrower agrees that upon receipt of such notice, or upon the occurrence of any Event of Default specified in Section 9.1(g) or Section 9.1(h) with respect to Borrower it will pay) to Agent such Collateral additional amount of cash, to be held as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted security by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge thatAgent, as more fully set forth is equal to the aggregate Stated Amount of all Letters of Credit issued for the account of Borrower and its subsidiaries and then outstanding, provided, however, that if an Event of Default specified in the Security Documentsparagraph (g) or (h) of this Section shall occur, the Collateral result which would occur upon the giving of notice by Agent to Borrower, as now specified in clauses (A) or hereafter constituted (B) above, shall be for occur automatically without the benefit giving of all any such notice. Promptly following the Holdersmaking of any such declaration, Agent shall give notice thereof to Borrower and each Lender, but failure to notify any Person shall not impair the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect effect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunderdeclaration.

Security Documents. (a) To In order to secure the full due and punctual payment of the principal, premium, if any, and interest on the Notes, when the same shall be due and payable, whether on an Interest Payment Date, at the full Maturity Date, by acceleration, repurchase, redemption or otherwise, and punctual interest on the overdue principal of and interest on the Notes and performance of the all other obligations of the Company and the Subsidiary Guarantors in respect of to the Holders or the Trustee under this Indenture, the Notes and this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shallhave, on the Issue Date: Date simultaneously with the execution and delivery of this Indenture, entered into certain of the Security Documents. The Security Documents (1both individually and taken together as a whole) enter into and the Liens granted thereunder with respect to the Collateral Agreement and deliver shall, at all times that any obligations under the Notes, Guarantees or this Indenture are outstanding, be no less favorable to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered Trustee, on behalf of the Holders (subject only to the Trustee (or to provisions of the First Lien Administrative Agent as gratuitous bailee for the TrusteeIntercreditor Agreement); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by than the Security Documents (both individually and to perfect such taken together as a whole) and the Liens to granted thereunder entered into and granted, as the extent required bycase may be, and with in favor of the priority required by, lenders under the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company Second Priority Credit Facilities or any Domestic Subsidiary that are subject to any Lien securing the First Lien other Second Priority Senior Secured Indebtedness (or that would be requiredthen outstanding. Any Person which, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause becomes a Guarantor under this Indenture, shall, upon becoming a Guarantor under this Indenture, become a party to be taken all such actions as may be required pursuant to this Indenture or under any each applicable Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in with respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms assets or property of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. (d) such Person, if any, that constitutes Collateral. Each Holder, by accepting a Note, consents and agrees to all of the terms and provisions of the Security Documents entered into on Documents, as the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each same may be amended from time to time pursuant to the terms of the Security Documents and this Indenture, and authorizes and directs the Trustee (to the extent a party thereto) or the Second Priority Collateral Agent to enter into and become bound by the provisions of the Security Documents on its behalf and on behalf of such Holder, to appoint the Second Priority Collateral Agent or to serve as collateral agent and representative of the Trustee and such Holder thereunder and in accordance with their terms therewith and to perform its obligations and exercise its rights thereunder and in accordance therewith. The Company shall deliver to the Trustee copies of all documents delivered to the Second Priority Collateral Agent pursuant to the Security Documents, and shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee and the Second Priority Collateral Agent the security interest in the Collateral contemplated by this Indenture, the Security Documents or any part hereof or 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 Guarantees secured thereby, according to the intent and purposes herein and therein expressed. The Company and the Guarantors shall take, upon the written request of the Second Priority Collateral Agent, the Second Priority Representative or the Trustee (to the extent the Trustee is permitted to make such request under the Security Documents), any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the obligations of the Company under this Indenture, the Notes and the Guarantees, a valid and enforceable perfected Lien on and security interest in all of the Collateral, in favor of the Second Priority Collateral Agent for the benefit of the Second Priority Senior Secured Parties. The Trustee and the Noteholders acknowledge that the Security Documents may be amended, modified or waived without the consent of the Trustee or the Noteholders, as more fully described in the Intercreditor Agreement except that written consent of the Trustee shall be required if the amendment, modification or waiver or variance would materially adversely affect the rights and benefits of the Trustee, on behalf of the Holders, in a different manner than holders of the other Second Priority Senior Secured Indebtedness. The Trustee shall, upon receipt of an Officers' Certificate designating any amendment, restatement, refinancing, successor or replacement agreement to the Credit Facilities as a Credit Facility pursuant to the definition of Credit Facilities, (i) acknowledge in writing to the Company that, as may be requested in the Officers' Certificate, the Security Documents (including the applicable Security Agreements and mortgages) shall be applicable to the obligations of the Company or any of its Subsidiaries pursuant to such Credit Facilities, or (ii) execute new Security Documents and, if applicable, an intercreditor agreement, in each case, as more fully contemplated under the Intercreditor Agreement. . Any collateral held by a Collateral Agent (eas defined in the applicable Security Documents) In for the event that security interests in any benefit of the Second Priority Senior Secured Parties shall constitute Collateral are not created as for purposes of this Indenture. From and after the Issue Date, if, following the release of a Lien on any Collateral securing the Notes and the Guarantees, the property or assets which were subject to such Lien are again made subject to a Lien to secure any Second Priority Senior Secured Indebtedness, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to or such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge thatGuarantor, as more fully set forth in the case may be, shall concurrently grant, pursuant to the Security Documents, an equal and ratable Lien under the Collateral Second Priority Security Agreement, to the same extent as now Liens under the Second Priority Security Agreement granted on the Issue Date, upon such asset or hereafter constituted shall be property as security for the benefit of all the Holders, the Collateral Agent, the Trustee Notes and the Guarantees and take all such actions (including the filing and recording of financing statements, mortgages and other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions documents) that may be taken thereunderrequired under any applicable law, or which the Second Priority Collateral Agent may reasonably request, to perfect such Lien under the Second Priority Security Agreement, all at the expense of the Company or such Guarantors, as the case may be, including reasonable fees and expenses of counsel incurred by the Second Priority Collateral Agent in connection therewith.

Security Documents. (a) To secure the full and punctual payment when due and the full and punctual performance The Borrower, at its own cost, shall take all actions necessary to maintain each of the obligations of the Company and the Subsidiary Guarantors in respect of the Notes and this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shall, on the Issue Date: (1) enter into the Collateral Agreement and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents in full force and effect and enforceable in accordance with its terms and to perfect such preserve OPIC’s security, including (i) maintaining all filings and recordations, (ii) paying fees and other charges, (iii) issuing supplemental documentation and continuation statements, (iv) discharging all Liens to or other claims adversely affecting the extent required by, and with rights of OPIC in the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are property subject to any Lien securing Security Document other than Permitted Liens, (v) publishing or otherwise delivering notice to third parties, (vi) delivery of title documents, and (vii) taking all actions necessary to ensure that all after-acquired property of the First Lien Secured Indebtedness Borrower is subject to a valid and enforceable, perfected first priority Lien, subject only to liens with statutory priority under Applicable Law with respect to claims of labor, tax and software licenses, in favor of OPIC within one-hundred twenty (120) days after the acquisition of any real property and thirty (30) days after the acquisitions of any equipment or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect)movable goods. (b) Notwithstanding anything to Without limiting the contrary set forth in clause generality of subsection (a) above, in the event that any Governmental Authority issues or elsewhere in this Indenture or adopts any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered new Applicable Law relating to the First Lien Administrative Agent creation, preservation, registration, perfection, protection or enforcement of security interests in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction assets of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions same character as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and those covered by the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all or issues any clarifications of the Collateral (subject any existing Applicable Law relating to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. (d) Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this Indenturesame, the Security Documents Borrower shall, at its own cost, execute and the Intercreditor Agreement. (e) In the event that security interests in any of the Collateral are not created deliver all such additional amendments, assignments, certificates, instruments, notifications, or other documents and give further assurances and do all such other acts and things as of the Issue Date, the Company and the other Grantors OPIC shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (request or on such later date as may be permitted by provided for in such new Applicable Law or any clarifications of any existing Applicable Law, to create, preserve, register, perfect, protect or enforce the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth security interest provided for in the Security Documents, . All actions to be performed by the Collateral as now or hereafter constituted Borrower shall be for taken by the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described Borrower within (i) one-hundred twenty (120) in the Security Documents case of the Administration and that the Lien granted Guaranty Trust Agreement, and (ii) fifteen (15) days in the Security Documents relating to the Notes in respect case of the Trustee, Share Pledge Agreement and Honduran Share Trust Agreement after the Collateral Agent, issuance and applicability of such Applicable Law or clarification to OPIC’s security interest as provided in the Holders and such other secured parties is subject to and qualified and limited in all respects preceding sentence (whether by the Security Documents and actions that may be taken thereunderreceipt of notice from OPIC or otherwise).

Security Documents. (a) To secure the full The Second Lien Collateral Agent and punctual each other Second Lien Secured Party hereby agrees that if it shall obtain possession of any First Lien Obligations Collateral, or shall realize any proceeds or payment when due and the full and punctual performance of the obligations of the Company and the Subsidiary Guarantors in respect of any such Collateral, whether pursuant to any Second Lien Security Document or by the Notes exercise of any rights available to it under applicable law or in any bankruptcy, insolvency or similar proceeding or otherwise, or shall receive any First Lien Obligations Collateral or proceeds of First Lien Obligations Collateral, or any payment on account thereof, under the Lien Subordination and this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shall, Intercreditor Agreement or any other agreement subordinating any Liens on the Issue Date: (1) enter into the First Lien Obligations Collateral Agreement and deliver to the Trustee Second Liens, at any time when the Discharge of First Lien Obligations shall not have occurred, then it shall hold such Collateral, proceeds or Collateral Agent all certificates representing Capital Stock payment in trust for the First Lien Secured Parties and other instruments and documents required thereunder to be delivered to transfer such Collateral, proceeds or payment, as the Trustee (or case may be, to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and to perfect such Liens to the extent required by, and with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Agent. Each Second Lien Secured Indebtedness (Party agrees that if, at any time, all or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or part of any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date payment with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant Obligations previously made shall be rescinded for any reason whatsoever, such Second Lien Secured Party shall promptly pay over to the First Lien Secured Indebtedness)) Collateral Agent any payment (including any payment received from any party under the Lien Subordination and (2) Intercreditor Agreement or any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing other agreement subordinating any Liens on the First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate Obligations Collateral to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(bSecond Liens) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors received by it in respect of any First Lien Obligations Collateral and shall promptly turn any First Lien Obligations Collateral then held by it over to the NotesFirst Lien Collateral Agent, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. (d) Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this Indenture, the Security Documents and the Intercreditor Agreement. (e) In the event that security interests in any of the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted this Agreement shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect of the Trustee, the Collateral Agent, the Holders and reinstated as if such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunderpayment had not been made.

Security Documents. (a) To In order to secure the full due and punctual payment of the principal and interest on the Notes, when the same shall be due and payable, whether on an Interest Payment Date, at the full Maturity Date, by acceleration, repurchase, redemption or otherwise, and punctual performance interest on the overdue principal of and interest (to the obligations of the Company and the Subsidiary Guarantors in respect of extent permitted by law) on the Notes and this Indenture performance of all other Note Obligations, (including i) the Subsidiary Guarantees), the Company Issuer and the Subsidiary Guarantors shallhave, on the Issue Date: (1) enter Date simultaneously with the execution and delivery of this Indenture, entered into Security Documents granting the Collateral Agreement and deliver to the Trustee or Trustee, as Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder a Lien, subject only to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) filePermitted Liens, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and to perfect such Liens to the extent required by, and with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests property and assets (except as provided in Property owned by the Company or any Domestic Subsidiary Intercreditor Agreement) that are subject to any a Lien securing the First Lien Secured Indebtedness (or that would be required, Issuer’s and the Guarantors’ obligations under the First Lien Credit Agreement and (ii) the Issuer and the Guarantors agree that, unless a Collateral Suspension is in effect, they will take all such action as shall be required to ensure that the Note Obligations will at all times be secured by a Lien, subject only to Permitted Liens, on all assets (except as provided in effect the Intercreditor Agreement) that in the future are subjected to a Lien to secure the Issuer’s existing and future Senior Obligations, which Lien shall be pursuant to documentation in form substantially similar to the documentation granting the Lien securing the relevant Senior Obligations, except as otherwise contemplated by the Intercreditor Agreement and except for differences consistent with the forms of Security Documents entered into on the Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything This Indenture and the Security Documents (other than the Intercreditor Agreement) are subject to the contrary terms, limitations and conditions set forth in clause (a) or elsewhere in this Indenture or any Security Documentthe Intercreditor Agreement. Each Holder of a Note, (1) any mortgages (by its acceptance of a Note, is deemed to have authorized and any related Security Documents) required instructed the Collateral Agent to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintainthe Intercreditor Agreement on its behalf, as security for the obligations of the Company its “Authorized Representative” and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) “Senior Representative,” and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to bind such Holder to the terms set forth in the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with its terms, and to perform its obligations and exercise its rights thereunder in accordance therewith. In particular, each Holder of a Note, by its acceptance of a Note, is deemed to consent to the provisions of the Intercreditor Agreement and the other Security Documents in all respects) in favor providing for the release of the Trustee for Liens on the benefit Collateral and amendments to the Security Documents without the consent of the Holders. (d) any Holder of Notes. Each Holder, by accepting a Note, consents and agrees to all of the terms and provisions of the Security Documents entered into on Documents, as the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each same may be amended from time to time in accordance with their pursuant to the terms of the Security Documents and this Indenture, and authorizes and directs the Collateral Agent to enter into the Security Documents on its behalf and on behalf of such Holder and to perform its obligations and exercise its rights thereunder and in accordance therewith. To the extent that any provision of this Indenture or any Security Document is not consistent with or contradicts the Intercreditor Agreement, the Intercreditor Agreement will govern. (ec) In the event that security interests in any of the Collateral are not created as of Any Person which, after the Issue Date, becomes a Guarantor under this Indenture, shall, upon becoming a Guarantor under this Indenture, become a party to each applicable Security Document (on terms and conditions substantially the Company and same as the other Grantors shall use commercially reasonable efforts to implement security arrangements then current Collateral Documents) with respect to the assets or property of such Person that are Collateral, unless a Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Holders Suspension is in their sole discretion)effect. (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.

Security Documents. (a) To secure On the full and punctual payment when due and the full and punctual performance of the obligations of the Company and the Subsidiary Guarantors in respect of the Notes and this Indenture (including the Subsidiary Guarantees)Initial Borrowing Date, the Company Borrower and its Domestic Subsidiaries shall have duly authorized, executed and delivered the Subsidiary Guarantors shall, on the Issue Datefollowing: (1i) enter into the Collateral Security Agreement in the form of Exhibit H the “Security Agreement”) covering all of such Persons’ present and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee);future Security Agreement Collateral, together with: (2A) file, register or record all documents and instruments, including UCC proper financing statements, required by applicable law or reasonably requested by the Trustee statements (Form UCC-1 or the Collateral Agent equivalent) or other Perfection Documents fully executed (as appropriate) for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable, to be filed, registered or recorded to create perfect the Liens intended security interests purported to be created by the Security Documents and to perfect such Liens Agreement to the extent such perfection is required bythereby (not including local filings in respect of personal property located outside the United States); (B) copies of requests for information or copies, or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or any of its Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (i) above and in such other jurisdictions in which Collateral is located on the Initial Borrowing Date or as otherwise deemed appropriate by the Administrative Agent, together with copies of such other financing statements that name the priority Borrower or any of its Subsidiaries as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by, by local law fully authorized or executed for filing); (C) a perfection certificate duly executed by a Responsible Officer of the Security Documents or this IndentureBorrower in form and substance satisfactory to the Administrative Agent; and (3D) enter into such Security Documents creating Liens on evidence that all interests other actions necessary or, in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction opinion of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue DateAdministrative Agent, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture desirable (including the Subsidiary Guarantorsreceipt of the respective control agreements referred to in the Security Agreement) to perfect and protect the security interests purported to be created by the Security Agreement (to the extent such perfection is required thereby) have been, or will be, substantially contemporaneously with the initial Borrowing, taken, and the Security Documents, a valid Agreement shall be in full force and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders.effect; and (dii) Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this Indenture, the Security Documents and the Senior Creditor Intercreditor Agreement, duly executed by all parties thereto. (e) In the event that security interests in any of the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.

Security Documents. (a) To secure Subject to the full Intercreditor Agreements, the payment of the principal of and punctual interest and premium, if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuer pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment when due of all other Obligations and the full and punctual performance of the all other obligations of the Issuer and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Documents shall be secured as provided in the Security Documents by the Issuer and the Guarantors that are Domestic Subsidiaries, which the Issuer and the applicable Guarantors entered into on the Issue Date and on the date hereof and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture and the Security Documents. Subject to the Intercreditor Agreements, the Issuer shall, and the Company and the Issuer shall, cause each Guarantor that is a Domestic Subsidiary Guarantors in respect of the Notes and this Indenture to make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shall, on the Issue Date: (1) enter into the Collateral Agreement and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including effectiveness of such UCC financing statements, ) and take all other actions as are necessary or required by applicable law or reasonably requested by the Trustee or Security Documents to maintain (at the Collateral Agent to be filedsole cost and expense of the Company, registered or recorded to create the Liens intended to be Issuer and the Restricted Subsidiaries) the security interest created by the Security Documents and in the Collateral (other than with respect to perfect such Liens any Collateral the security interest in which is not required to the extent required by, and with the priority required by, be perfected under the Security Documents or this Indenture; and (3Documents) enter into such Security Documents creating as a perfected security interest subject only to Permitted Liens on all interests in Property owned and Liens permitted by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect)Section 4.12. (b) Notwithstanding anything the foregoing, but subject to the contrary set forth Intercreditor Agreements, the Issuer shall use commercially reasonable efforts to perfect all security interests in clause the Collateral (aother than Excluded Property) on or elsewhere prior to the Issue Date and on the date hereof and, with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or perfected on or prior to the Issue Date and on the date hereof, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) the Collateral required to be granted pursuant to clause (a) on pledged under this Indenture and the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 Security Documents within 90 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional date hereof (or such later date as provided for in the Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to createagreed by the First Lien/Second Lien Intercreditor Agent, perfect and maintain, as security for in the obligations case of the Company and Non-ABL Priority Collateral, or the Subsidiary Guarantors ABL Facility Agent, in respect the case of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject ABL Priority Collateral). Subject to the terms of the Intercreditor Agreement Agreements, with respect to Mortgaged Properties, the Issuer and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. (d) Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this Indenture, the Security Documents and the Intercreditor Agreement. (e) In the event Guarantors that security interests in any of the Collateral are not created as of the Issue Date, the Company and the other Grantors Domestic Subsidiaries shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after deliver within 120 days following the Issue Date and the date hereof (or on such later date as may be permitted agreed by the Holders First Lien/Second Lien Intercreditor Agent, in the case of the Non-ABL Priority Collateral, or the ABL Facility Agent, in the case of the ABL Priority Collateral), but only to the extent such deliverables (“Deliverables”) were provided to the holders of the First-Priority Obligations or the ABL Obligations in connection with their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge thatmortgages on such property, as more fully set forth in the Security Documentscase may be: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuer and the Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each Mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such Mortgage certified to the Company, the Issuer, the Collateral as now or hereafter constituted shall be Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys and sufficient for the benefit of title insurance company to remove all standard survey exceptions from the Holders, title insurance policy relating to such Mortgage or otherwise reasonably acceptable to the Collateral First Lien/Second Lien Intercreditor Agent, (iii) customary opinions of counsel addressing such matters as were addressed in the Trustee comparable opinions provided to the holders of First-Priority Obligations and the other secured parties described ABL Obligations in connection with their mortgages on such property, as the Security Documents and that the Lien granted in the Security Documents relating case may be, (iv) evidence of insurance required to be maintained pursuant to the Notes Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in respect a special flood hazard area, together with evidence of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunderacceptable flood insurance coverage.

Security Documents. (a) To secure At any time after the full execution and punctual payment when due and the full and punctual performance delivery thereof, any of the obligations of the Company and the Subsidiary Guarantors in respect of the Notes and this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shall, on the Issue Date: (1) enter into the Collateral Agreement and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents shall cease to be in full force and to perfect such Liens to the extent required by, and effect in accordance with the priority required by, the Security Documents terms thereof or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject shall cease to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative give Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. Lenders the Liens, rights, powers and privileges purported to be created thereby (dincluding, without limitation, a first priority perfected security interest (subject to Permitted Liens) Each Holderin, by accepting a Noteand Lien on, consents all of the Collateral for which Agent or Collateral Agent has taken necessary actions to perfect its security interest), in favor of Agent, superior to and agrees prior to the rights of all third Persons and subject to no other Liens (except to the extent expressly permitted herein or therein); or any Credit Party shall default in the due performance or observance of any term, covenant or agreement on its part to be performed or observed pursuant to any of the Security Documents and such default shall continue beyond any grace period specifically applicable thereto pursuant to the terms of the such Security Documents entered into on the Issue Date Document. THEN, and in any such event (except an Event of Default specified in paragraph (g) or from time to (h) of this Section) and at any time thereafter while an Event of Default is continuing, Agent may with the consent of Required Lenders, and at the direction of the Required Lenders shall, take one or more of the following actions: (including A) declare the provisions providing for Revolving Commitments terminated, whereupon the possession, use, release Revolving Commitment(s) of each Lender hereunder shall terminate immediately and foreclosure of Collateral) as each may be amended from time to time all fees and other amounts accrued in accordance with their terms this Agreement shall forthwith become due and this Indenturepayable without any other notice of any kind; (B) declare all sums then owing by Borrower hereunder and under the Notes to be forthwith due and payable, the Security Documents whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Borrower; (C) exercise on behalf of itself and the Intercreditor Agreement. (e) In the event that security interests in any of the Collateral are not created as of the Issue Date, the Company Lenders all rights and remedies available to it and the other Grantors shall use commercially reasonable efforts Lenders under the Loan Documents or applicable law and (D) terminate any Letter of Credit which may be terminated in accordance with its terms, (iv) direct Borrower to implement security arrangements pay (and Borrower agrees that upon receipt of such notice, or upon the occurrence of any Event of Default specified in Section 9.1(g) or Section 9.1(h) with respect to Borrower it will pay) to Agent such Collateral additional amount of cash, to be held as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted security by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge thatAgent, as more fully set forth is equal to the aggregate Stated Amount of all Letters of Credit issued for the account of Borrower and its subsidiaries and then outstanding, provided, however, that if an Event of Default specified in the Security Documentsparagraph (g) or (h) of this Section shall occur, the Collateral result which would occur upon the giving of notice by Agent to Borrower, as now specified in clauses (A) or hereafter constituted (B) above, shall be for occur automatically without the benefit giving of all any such notice. Promptly following the Holdersmaking of any such declaration, Agent shall give notice thereof to Borrower and each Lender, but failure to notify any Person shall not impair the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect effect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunderdeclaration.

Security Documents. (a) To In order to secure the full and punctual payment when due Obligations of the Issuer under the Indenture and the full Notes, the Issuer and punctual performance the Second Lien Collateral Agent have entered, simultaneously with the execution of the obligations Indenture, into the Security Agreement and each other Security Document identified on Schedule A hereto. In the case of real property of the Company Issuer and Guarantors for which a mortgage has been delivered pursuant to the Subsidiary Guarantors in respect Credit Agreement, excluding any such property constituting Excluded Assets, the Issuer shall also have delivered the following (collectively, “Mortgage Deliverables”): (i) a loan policy of title insurance (or commitment to issue such a policy having the effect of a loan policy of title insurance) insuring (or committing to insure) the lien of such Mortgage as a valid and enforceable second priority mortgage or deed of trust lien on the fee or leasehold estate of the Notes and this Indenture Mortgaged Property described therein, in an amount equal to the lesser of (including x) the Subsidiary Guaranteesfair market value of the real property subject to the Mortgage (the “Mortgaged Property”), (y) the Company and the Subsidiary Guarantors shall, on the Issue Date: (1) enter into the Collateral Agreement and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and to perfect such Liens to the extent required by, and with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood amount of any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were policy or policies delivered to the First Lien Administrative Collateral Agent in respect of such Mortgaged Property and (z) the aggregate principal amount of the Notes and any Second Lien Obligations, as is customarily determined for transactions of a similar nature, paid for by the Issuer or such Guarantor, issued by a nationally recognized title insurance company, insuring the Second Priority Lien on such Mortgaged Property as a valid and enforceable Lien on the Mortgaged Property described therein, free of any other Liens except Liens permitted by the terms of the Indenture and the applicable Security Documents, together with coinsurance, reinsurance and such endorsements to such policy or policies substantially similar to such title insurance policy or policies delivered to the First Lien Collateral Agent, (ii) with respect to each Mortgaged Property, any and all surveys delivered in connection with the mortgages granted pursuant Credit Agreement with copies delivered to the First applicable title insurance company; it being acknowledged that neither the Trustee nor the Second Lien Secured Indebtedness)Collateral Agent shall have any obligation to review or otherwise rely on any such survey, (iii) and (2) any control agreements required to be entered into pursuant to clause (aan Opinion of Counsel of the type specified in Section 4.20(a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall any such Mortgaged Property, (iv) evidence of insurance required to be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate maintained pursuant to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company Mortgages on such Mortgaged Property and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. (d) Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this Indenture, the Security Documents and the Intercreditor Agreement. (ev) In the event that security interests in any of the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Holders in their sole discretion). (f) Each HolderMortgaged Property, by accepting the Notesflood hazard determination certificates and, is deemed to acknowledge thatif required, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating notices to the Notes record owner of any improvements in respect a special flood hazard area, together with evidence of flood insurance coverage (to the Trustee, extent required). Notwithstanding the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.foregoing,

Security Documents. (a) To secure The Issuers shall have furnished to the full and punctual payment when due and Initial Purchasers the full and punctual performance of Security Documents duly executed by the obligations of the Company and the Subsidiary Guarantors in respect of the Notes and this Indenture (including the Subsidiary Guarantees)respective Grantors party thereto, the Company and the Subsidiary Guarantors shall, on the Issue Datetogether with: (1A) enter into proper financing statements, each in the form to be filed on the Closing Date under the Uniform Commercial Code of all jurisdictions that may be deemed necessary or desirable in order to perfect the Liens created by the Security Documents, covering the Collateral Agreement and deliver naming the Secured Party as secured party, which financing statements shall be so filed on the Closing Date; (B) proper instruments to be filed in the U.S. Patent and Trademark Office that may be deemed desirable in order to perfect the liens granted on trademarks, which liens have been created by the Security Documents; (C) contemplated requests for information and lien search results, listing all effective financing statements filed as of a recent date in the jurisdictions referred to in Section 9(a)(xiv)(A) that name any of the Majestic Entities as debtor, together with copies of such financing statements (none of which shall cover the Collateral described in the Security Documents); (D) copies of duly executed payoff letters, UCC-3 termination statements, mortgage releases, intellectual property releases and other collateral releases and terminations, each in form and substance satisfactory to the Trustee Initial Purchasers evidencing the release of each item of Collateral and the termination of all Liens thereon (other than Liens created by the Indenture and the Security Documents), and each such payoff letter, release and termination shall be in full force and effect. (E) bailee letters and landlord waivers, in form and substance reasonably satisfactory to the Initial Purchasers, executed by the Issuers or Collateral Agent the appropriate Grantors for delivery to each of the persons specified in the Security Documents as holding Collateral; (F) the original membership interest certificates and stock certificates pledged to the Secured Party pursuant to the Security Documents, together with undated stock powers or endorsements duly executed in blank in connection therewith; (G) mortgages (including vessel mortgages and ship mortgages), assignments of rents and leases, and fixture filings in form and substance approved by the Initial Purchasers, to be recorded on the Closing Date in all certificates representing Capital Stock jurisdictions that may be deemed necessary or desirable in order to perfect the liens created by the Security Documents, covering the Collateral, which mortgages, assignments of rents and leases, and fixture filings shall be so recorded on the Closing Date; (H) irrevocable commitment by a title insurance company approved by the Initial Purchasers in the Initial Purchasers' reasonable discretion to issue one or more lender's policies of title insurance insuring the liens created by the Security Documents, subject only to those title matters and exceptions approved by the Initial Purchasers, together with fully executed reinsurance agreements in form and substance approved by the Initial Purchasers, providing for reinsurance in the amounts required by the Initial Purchasers with title insurance companies approved by the Initial Purchasers; and (I) any other instruments and documents required thereunder to be delivered to the Trustee (or Secured Party pursuant to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register Security Documents and reasonable evidence that all other actions necessary or record all documents desirable to perfect and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create protect the Liens intended to be created by the Security Documents and to perfect such Liens to the extent required by, and with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect)have been taken. (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. (d) Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this Indenture, the Security Documents and the Intercreditor Agreement. (e) In the event that security interests in any of the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.

Security Documents. The Administrative Agent shall have received (ai) To secure the full and punctual payment when due Security Agreement and the full Cayman Security Document in form and punctual performance substance reasonably acceptable to the Administrative Agent, dated as of the obligations of the Company Closing Date, duly executed and the Subsidiary Guarantors in respect of the Notes delivered by each Obligor and this Indenture (ii) all documents (including the Subsidiary Guarantees)share certificates, the Company transfers and the Subsidiary Guarantors shallstock transfer forms or certificates, on the Issue Date: (1notices, proxies or powers of attorney, directors letters of resignation and authorization, undertakings, deeds, letters, resolutions or any other instruments) enter into the Collateral Agreement and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by filed under the Security Documents and evidence satisfactory to perfect such Liens it that arrangements have been made with respect to the extent all registrations, notices or actions required by, and with the priority required by, under the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant effected, given or made in order to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, establish a valid and enforceable perfected second-first priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. (d) Each Holder, by accepting a Note, consents and agrees to accordance with the terms of the Security Documents entered into on Documents, including: (i) delivery of all certificates (in the Issue Date or from time case of Equity Interests that are certificated securities (as defined in the UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to time thereafter be pledged and so delivered under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, in the case of Equity Interests that are uncertificated securities (including as defined in the provisions providing for UCC), confirmation and evidence reasonably satisfactory to the possession, use, release Administrative Agent and foreclosure of Collateral) as each may the Lenders that the security interest required to be amended from time pledged therein under the Security Agreement has been transferred to time and perfected by the Administrative Agent and the Lenders in accordance with their terms Articles 8 and this Indenture, 9 of the Security Documents NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Intercreditor Agreement. (e) In Administrative Agent as the event that security interests secured party, or other similar instruments or documents, in any of each case suitable for filing, filed under the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date UCC (or on such later date equivalent law) of all jurisdictions as may be permitted by necessary or, in the Holders in their sole discretion).opinion of the Administrative Agent, desirable to perfect the Liens of the Secured Parties pursuant to the Security Agreement; (fiii) Each HolderUCC-3 termination statements, by accepting the Notesif any, is deemed necessary to acknowledge that, as more fully set forth release all Liens and other rights of any Person in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties any collateral described in the Security Documents and that the Lien Agreement previously granted in by any Person; IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" 4900-8142-0056v.28" "" 4900-8142-0056v.28 (iv) all applicable Short-Form IP Security Agreements required to be provided under the Security Documents relating Agreement, each dated as of the Closing Date, duly executed and delivered by each applicable Obligor; and (v) the Intercompany Subordination Agreement or such other subordination agreement in form and substance reasonably satisfactory to the Notes in respect of the Trustee, the Collateral Administrative Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.

Security Documents. (a) To secure the full and punctual payment when due and the full and punctual performance of the obligations of the Company and the Subsidiary Guarantors in respect of the Notes and this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shall, on the Issue Date: (1) Each Lender hereby further authorizes Administrative Agent to enter into the Collateral Agreement and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents as secured party, and to perfect such Liens to the extent required by, and with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and accept the Subsidiary Guarantors Guaranty, in respect each case on behalf of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. (d) Each Holder, by accepting a Note, consents Lenders and agrees to be bound by the terms of the Security Documents entered and the Subsidiary Guaranty; PROVIDED that Administrative Agent shall not enter into or consent to any amendment, modification, termination or waiver of any provision contained in the Security Documents or the Subsidiary Guaranty without the prior consent of Requisite Lenders (or such greater number of Lenders as might be required under Section 10.6); PROVIDED FURTHER, that anything in this Agreement or the other Loan Documents to the contrary notwithstanding: (i) Administrative Agent is authorized on behalf of all Lenders, without the Issue Date necessity of any notice to or further consent from the Lenders, from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in accordance take any action with their terms and this Indenture, respect to any Collateral or the Security Documents which may be necessary to perfect and maintain perfected the Intercreditor Agreementsecurity interest in and Liens upon the Collateral granted pursuant to the Security Documents. (ii) The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by Administrative Agent upon any Collateral (a) upon termination of the Commitments and payment in full of the Loans and all other Obligations payable under this Agreement and under any other Loan Document; (b) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder or under the Security Documents; (c) constituting property in which any Obligor owned no interest at the time the Lien was granted or at any time thereafter; (d) constituting property leased to any Credit Party under a lease which has expired or been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by such Credit Party to be, renewed or extended; (e) In consisting of an instrument evidencing Indebtedness if the event that security interests Indebtedness evidenced thereby has been paid in any of the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (full; or on such later date as may be permitted by the Holders in their sole discretion). (f) Each Holderif otherwise approved, authorized or ratified in writing by accepting the NotesRequisite Lenders, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited subsection 10.6. Upon request by Administrative Agent at any time, Lenders will confirm in all respects by the Security Documents and actions that may be taken thereunderwriting Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection 9.6.

Security Documents. (a) To secure Each Secured Party hereby further authorizes the full and punctual payment when due and the full and punctual performance of the obligations of the Company and the Subsidiary Guarantors in respect of the Notes and this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shall, on the Issue Date: (1) enter into the Collateral Agreement and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent Agent, as applicable, on behalf of and for the benefit of Secured Parties, to be filed, registered or recorded the agent for and representative of Secured Parties with respect to create the Liens intended to be created by Collateral and the Security Documents and Documents; provided that neither the Administrative Agent nor the Collateral Agent shall owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever to perfect any holder of Obligations with respect to any Specified Cash Management Agreement or Specified Hedge Agreement. Subject to Section 11.1, without further written consent or authorization from any Secured Party, the Administrative Agent or the Collateral Agent, as applicable, may execute any documents or instruments necessary to (i) in connection with a sale or disposition of assets permitted by this Agreement, release any Lien encumbering any item of Collateral that is the subject of such Liens sale or other disposition of assets or to which the extent Required Lenders (or such other Lenders as may be required by, and with the priority required by, to give such consent under Section 11.1) have otherwise consented or (ii) release any Guarantor from the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by with respect to which the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness Required Lenders (or that would such other Lenders as may be required, required to give such consent under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect)Section 11.1) have otherwise consented. (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. (d) Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this Indenture, the Security Documents and the Intercreditor Agreement. (e) In the event that security interests Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent, Collateral are not created as Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Issue DateCollateral or to enforce the guaranty of the Guarantors, the Company it being understood and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as agreed that all powers, rights and remedies hereunder may be permitted exercised solely by Administrative Agent, on behalf of the Holders Secured Parties in their sole discretion). (f) Each Holderaccordance with the terms hereof and all powers, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in rights and remedies under the Security Documents, the Collateral as now or hereafter constituted shall Documents may be for the benefit of all the Holders, exercised solely by the Collateral Agent, the Trustee and the other secured parties described (ii) in the Security Documents and that event of a foreclosure by the Lien granted in the Security Documents relating to the Notes in respect Collateral Agent on any of the TrusteeCollateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless the Holders Required Lenders shall otherwise agree in writing) 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 other secured parties is subject public sale, to use and qualified and limited in all respects apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Security Documents and actions that may be taken thereunderCollateral Agent at such sale or other disposition.

Security Documents. (a) To secure So long as the full Lenders have any Commitment outstanding to the Borrower and punctual payment when due so long as any Loan or other obligation hereunder is outstanding, the Borrower shall cause such Loan and the full Borrower’s and punctual performance the Guarantors’ other obligations under this Agreement and the Credit Documents to be secured at all times by a valid and effective first priority security interest granted pursuant to a pledge and security agreement substantially in the form attached hereto as Exhibit “E” (each a “Security Agreement”), each duly executed and delivered by or on behalf of the obligations Borrower and each Guarantor, granting the Administrative Agent for the benefit of the Company Lenders a valid and the Subsidiary Guarantors enforceable security interest in respect all of the Notes and this Indenture its personal property described therein (including the Subsidiary Guarantees“Collateral”), subject to no Lien other than Permitted Encumbrances. Collateral shall not include any leasehold interest held by the Company and Borrower. Notwithstanding the Subsidiary Guarantors shallforegoing, on the Issue Date: (1) enter into the Collateral Agreement and deliver shall exclude those assets whose relative value to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents Lenders does not justify the cost and/or effort required thereunder to be delivered to perfect a security interest in such assets, as determined by the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and to perfect such Liens to the extent required by, and with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect)its reasonable discretion. (b) Notwithstanding anything All of the documents required by this Section 5.09 shall be in form reasonably satisfactory to the contrary set forth in clause (a) or elsewhere in this Indenture or Administrative Agent and its counsel, and, together with any Security Documentfinancing statements for filing and/or recording, (1) any mortgages (and any related other items required by the Administrative Agent to effectuate the liens and security interests of the Administrative Agent contemplated by the Security Documents) required Agreement and this Agreement and to be granted pursuant to clause (a) on the Issue Date perfect such liens and security interests with respect to real property that is securing First Lien Secured Indebtedness on Collateral, may heretofore or hereinafter be referred to as the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof“Security Documents.” (c) On or after The Borrower shall obtain and deliver to the Issue DateAdministrative Agent, the Company and the other Grantors shall enter into additional Security Documents maintain in full force and take or cause to be taken all such actions effect so long as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations obligation of the Company and Borrower to the Subsidiary Guarantors in respect of the NotesLenders remains unpaid or unperformed, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and effective security interest agreements in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. (d) Each Holder, by accepting a Note, consents and agrees to the terms form of the Security Documents entered into on the Issue Date or Agreement from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this Indenture, the Security Documents and the Intercreditor Agreementany new Guarantors. (e) In the event that security interests in any of the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.

Security Documents. The Lender shall have received the security agreements and related documents listed on Schedule 5.10 (the “Security Documents”), each in form and substance satisfactory to the Lender and the Borrower, together with (a) To secure certificates evidencing all of the full issued and punctual payment when due outstanding Capital Securities owned by Holdings, the Borrower or any Subsidiary in the Borrower and the full Subsidiaries (other than the Excluded Subsidiaries), which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, in the case of Capital Securities that are uncertificated, confirmation and punctual performance evidence satisfactory to the Lender that the security interest therein has been transferred to and perfected by the Lender in accordance with all laws applicable to the perfection of the obligations pledge of the Company and the Subsidiary Guarantors in respect of the Notes and this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shall, on the Issue Date: (1) enter into the Collateral Agreement and deliver to the Trustee or Collateral Agent all certificates representing such Capital Stock and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and to perfect such Liens to the extent required by, and with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect)Securities. (b) Notwithstanding anything to financing statements or appropriate security registration forms suitable in form for naming Holdings, the contrary set forth in clause Borrower and each Subsidiary (aother than the Excluded Subsidiaries) as a debtor and the Lender as the secured party, or elsewhere in this Indenture other similar instruments or any Security Document, (1) any mortgages (and any related Security Documents) required documents to be granted pursuant filed under all jurisdictions as may be necessary or, in the opinion of the Lender, desirable to clause (a) on perfect the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on security interests of the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted Lender pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof.Security Documents; (c) On or after the Issue Datetermination statements, if any, necessary to release all Liens and other rights of any Person (i) in any assets of Holdings, the Company Borrower or any Subsidiary (other than the Excluded Subsidiaries), and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under (ii) securing any Security Document to create, perfect and maintain, as security for the obligations of the Company and Indebtedness identified in Schedule 8.2(b), together with such other termination statements as the Subsidiary Guarantors in respect of Lender may reasonably request from Holdings, the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders.Borrower or any Subsidiary; (d) Each Holder, by accepting a Note, consents landlord access agreements and agrees bailee letters in form and substance satisfactory to the terms of the Security Documents entered into on the Issue Date or Lender from time each landlord to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this IndentureHoldings, the Security Documents Borrower or any Subsidiary and each other Person that has possession of any collateral securing the Intercreditor Agreement.Obligations; and (e) In the event evidence that security interests in any all deposit accounts, lockboxes, disbursement accounts, investment accounts or other similar accounts of the Collateral are not created as of the Issue DateHoldings, the Company Borrower and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Holders in their sole discretion)each Subsidiary are Controlled Accounts. (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.

Security Documents. The Borrower shall cause the following documents to be duly authorized, executed and delivered to the Administrative Agent on behalf of the Lenders to secure the Obligations, which documents are to be in form and substance satisfactory to the Administrative Agent and the Lenders: (a) To secure the full and punctual payment when due and the full and punctual performance a general security agreement creating a first priority security interest, subject only to Permitted Liens, in all of the obligations personal property, assets and undertaking of the Company Borrower, Tricon US Rental Canada and any other Guarantor that is not directly or indirectly connected to the Subsidiary Guarantors investment advisory business of the Borrower, excluding the Excluded Assets; (b) a security agreement creating a first priority security interest, subject only to Permitted Liens, in all Accounts and other Debts, Instruments, Deposit Accounts, Securities Accounts and certain other Investment Property (each as defined therein) of each Guarantor that is directly or indirectly connected to the investment advisory business of the Borrower, excluding the Excluded Assets; (c) cash collateral agreements in respect of all of the Notes and this Indenture (including the Subsidiary Guarantees), the Company Borrower’s and the Subsidiary Guarantors shall, on the Issue Date: (1) enter into the Collateral Agreement and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and to perfect such Liens to the extent required byGuarantor’s deposit accounts maintained with Royal, and with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any blocked account agreements and/or control agreements required to be entered into pursuant to clause in respect of each of the Borrower’s and the Guarantors’ (aas applicable) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on maintained with the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company respective third-party account banks and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. (d) Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this Indenture, the Security Documents and the Intercreditor Agreement. (e) In the event that security interests in any of the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described securities intermediaries identified in the Security Documents (collectively, the “Designated Accounts” and that each a “Designated Account”); provided that, if any account bank or securities intermediary does not agree to enter into a blocked account agreement or control agreement, as applicable, with the Lien granted in the Security Documents relating to the Notes Administrative Agent in respect of the Trusteesuch account(s), the Collateral Borrower shall, or shall cause the applicable Guarantor to, (a) transfer such account(s) to Royal or to an alternate account bank or securities intermediary, as applicable, that agrees to enter into a blocked account agreement or control agreement, as applicable, with the Administrative Agent, and (b) provide the Holders Administrative Agent with evidence, in form and substance satisfactory to the Administrative Agent, acting reasonably, of the closure of such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.account(s);

Security Documents. Each Lender hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Security Document as secured party and to be the agent for and representative of Lenders thereunder, and each Lender agrees to be bound by the terms of each Security Documents; provided that Administrative Agent shall not (a) To secure the full and punctual payment when due and the full and punctual performance of the obligations of the Company and the Subsidiary Guarantors in respect of the Notes and this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shall, on the Issue Date: (1) enter into the Collateral Agreement and deliver or consent to the Trustee any amendment, modification, termination or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the waiver of any provision contained in any Security Documents and to perfect such Liens to the extent required by, and Document unless approved in accordance with the priority required by, the Security Documents terms of Section 9.1 or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Security Document), in each case without the prior written consent of the Required Lenders (or, if required pursuant to Section 9.1, all Lenders); provided further, however, that, without further written consent or authorization from the Lenders, the Administrative Agent may execute any documents or instruments necessary to (i) release or subordinate any Lien encumbering any item of Collateral that is the subject of a financing, sale, sale and lease back or other disposition of assets permitted by this Agreement or to which the Required Lenders (or, if required pursuant to Section 9.1, all Lenders) have otherwise consented in writing or (ii) release any Guarantor from the Guaranty if all of the Capital Stock of such Guarantor is sold to any Person (other than an Affiliate of the Borrower) pursuant to a sale or other disposition to which the Required Lenders (or, if required pursuant to Section 9.1, all Lenders) have consented in writing. Anything contained in any of the Credit Documents to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Documentnotwithstanding, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on Borrower, the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant and each Lender hereby agree that no Lender shall have any right individually to the First Lien Secured Indebtedness)) and (2) realize upon any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or Collateral under any Security Document or to createenforce the Guaranty, perfect it being understood and maintainagreed that all powers, as security for the obligations of the Company rights and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Trustee for the benefit of the Holders. (d) Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this Indenture, remedies under the Security Documents and the Intercreditor Agreement. (e) In the event that security interests in any of the Collateral are not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as Guaranty may be permitted exercised solely by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be Administrative Agent for the benefit of all Lenders in accordance with the Holders, the Collateral Agent, the Trustee terms thereof and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunderhereof.

Security Documents. (a) To secure the full and punctual payment when due and the full and punctual performance of the obligations of the Company and the Subsidiary Guarantors in respect of the Notes and this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shall, on the Issue Date: (1) enter into the Collateral Agreement and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the All Security Documents theretofore executed and to perfect such Liens to the extent required by, and with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant Original Financing Agreement and the Existing Financing Agreement and together with any amendments, supplements or modifications thereto and any other Security Documents executed and delivered in connection with the Term Loans shall be sufficient to create in favor of the First Lien Secured Indebtedness)Parties a legal, valid and enforceable first priority security interest (except for Permitted Liens under Subsections (e) and (2m) any control agreements required of the definition of Permitted Liens) in and to be entered into pursuant the Collateral. All filings, recordings and deliveries of instructions and other actions necessary or desirable in the opinion of the Administrative Agent, the Lenders or their respective counsel in order to clause protect, preserve and perfect the Liens provided in such Security Documents and/or the rights of the Secured Parties thereunder (except for (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on (i) the Issue Date shall be entered entering into as soon as commercially reasonably following of the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate amendment to the Trustee certifying deed of mortgage No. 539 dated August 4, 2000 to reflect the satisfaction assignment by Nortel in favor of MSSF and (ii) the registration of the foregoing obligations in this Section 14.03(bassignment by Nortel to MSSF of its rights under the deed of mortgage No. 64 dated March 25, 2003 and (b) promptly upon the completion thereof. (c) On or after entering into of amendments to each of the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to that reflect the terms of the Intercreditor Agreement and the Security Documents Debt Restructuring set forth in all respects) in favor of the Trustee for the benefit of the Holders. (d) Each Holderthis Agreement, by accepting a Note, consents and agrees to the terms of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may which shall be amended from time to time completed in accordance with their terms Section 8.1(t) of this Agreement) shall have been duly executed by the Borrower and its Subsidiaries, as applicable, and registered, or filed for registration and a certified copy of the registered agreement or deed or of the official receipt or other document evidencing such filing, as the case may be, shall have been delivered to the Administrative Agent. Except as contemplated by Section 8.1(t) of this IndentureAgreement, all fees, taxes, expenses and other costs related to the filing and/or registration and/or recording of such Security Documents shall have been paid in full by the Borrower, and the Intercreditor Agreement. (e) In the event that security interests in any certified copies of the Collateral are receipts thereof shall have been delivered to the Administrative Agent; provided, however, that the Borrower shall not created be responsible for any such fees, taxes, expenses or other costs in connection with the filing of any Security Documents as a result of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect assignment of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject Assigned Indebtedness from Nortel or BBVA to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunderMSSF.