Common use of Security Documents Clause in Contracts

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor Agreement.

Security Documents. (a) The due and punctual payment of the Obligations, including payment of the principal of, interest, Additional Amounts and premiumpremium on, if any, on and interest on, the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law)of, premium on, if any, and interest on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Collateral Security Documents which the Issuers and Guarantors have entered into simultaneously with the execution of this Indenture and will be secured by Security Documents hereafter delivered as required by this Indenture. The Trustee and the Intercreditor Agreement. Issuers hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee, in each case pursuant and subject to the terms of the Security Documents. (b) Each Holder of NotesHolder, by its acceptance thereof, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for possession, use, release and foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalfterms of the Intercreditor Agreement) as the same may be in effect or may be amended from time to time in accordance with its terms and the terms of this Indenture and agrees that it will not contest or support any other person in contesting, in any proceeding (including any insolvency or liquidation proceeding), the perfection, priority, validity or enforceability of a Lien held by or on behalf of any other holder of First-Priority Obligations in all or any part of the Collateral. Each Holder, by its acceptance thereof, (i) authorizes the Trustee to appoint the Notes Authorized Representative to act on its behalf as the Notes Authorized Representative under this Indenture and the Security Documents, (ii) authorizes the Trustee and the Notes Authorized Representative to appoint the Collateral Agent to act on its behalf as the Collateral Agent under this Indenture, the Security Agreement and under each of the other Security Documents, (iii) authorizes and directs the Security Collateral Agent to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, therewith and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of (iv) authorizes the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by Notes Authorized Representative to authorize the Collateral Documents Agent to take such actions on its behalf and the Intercreditor Agreement, so to exercise such powers as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according are delegated to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted Agent by the terms of the Security Agreement and the other Security Documents, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any grantor thereunder to secure any of the First-Priority Obligations, together with such powers and discretion as are reasonably incidental thereto. (c) Each Holder, by its acceptance thereof, authorizes the Collateral Agent, the Notes Authorized Representative and the Trustee, as applicable, to enter into the Intercreditor Agreement (or, if such agreement is terminated, any substantially identical intercreditor agreement on behalf of, and binding with respect to, the Holders and their interest in designated assets, in connection with the incurrence of any First-Priority Obligations). The Collateral Agent or the Notes Authorized Representative, as applicable, will enter into any such future intercreditor agreement at the request of the Issuers, provided that the Issuers will have delivered to the Collateral Agent or the Notes Authorized Representative, as the case may be, an Officer’s Certificate and Opinion of Counsel to the effect that such other intercreditor agreement is authorized or permitted by this Indenture and the Intercreditor AgreementSecurity Documents and that all conditions precedent thereto have been met or waived.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, and interest on the Notes and any Note Guarantee when and as the same shall be due and payabledue, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwiseotherwise and whether by the Issuer pursuant to the Notes or by any Guarantor pursuant to its Note Guarantees, the payment of all secured obligations under the Security Documents, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent Guarantors under this Indenture, the Notes Notes, the Note Guarantees, the Registration Rights Agreement and any Note Guaranteethe Security Documents are secured by Liens on the Collateral in favor of the Collateral Agent for the benefit of the Trustee and the Holders prior to all other Liens except for Permitted Liens, according to as provided in the terms hereunder or thereunderSecurity Documents, are and shall be secured as provided in the Collateral Security Documents hereafter delivered as required or permitted by this Indenture. The Trustee, the Issuer and the Intercreditor AgreementGuarantors hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the ratable benefit of the Trustee and the Holders and the other secured parties under the Security Document as provided therein and enforcing their rights (in their capacity as such) with respect to the Collateral, in each case pursuant to the terms of the Security Documents. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalfCollateral) as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture and the applicable Security Documents, and authorizes and directs the Security Collateral Agent to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will shall deliver to the Trustee copies of Collateral Agent all documents required to be delivered pursuant to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, shall do or cause to be done all such acts and things as may be required, or which reasonably required by the Security Agent from time to time may reasonably requestnext sentence of this Section 12.01(a), to assure and confirm to the Trustee that Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured herebythereby, according to the intent and purposes herein therein expressed. The Issuer and any Guarantor will each takeshall, and will shall cause their respective Restricted Subsidiaries to take each Guarantor to, and each Guarantor shall, make all filings (including filings of continuation statements and amendments to Uniform Commercial Code financing statements) and take all other actions as may be requested are required by the Trustee) any Security Documents to maintain (at the sole cost and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations expense of the Issuer and any Guarantor hereunder, Guarantors) the security interest created by the Security Documents in respect the Collateral in favor of the Collateral, Collateral Agent for the benefit of the Trustee and the Holders as a valid and enforceable first priority perfected lien and security interest, subject only to Permitted Liens. (b) Neither the Issuer nor any Guarantor shall take or omit to take any action that would materially adversely affect or impair the Liens in favor of the Collateral Agent for the benefit of the Trustee and on such the Holders with respect to the Collateral. Neither the Issuer nor any Guarantor shall enter into any agreement that requires the proceeds received from any sale of Collateral ranking in right and priority to be applied to repay, redeem, defease or otherwise acquire or retire any Indebtedness of payment as set forth in the Intercreditor Agreement and subject to no other Liens any Person, other than as permitted by this Indenture, the terms of this Indenture Notes, the Note Guarantees and the Intercreditor AgreementSecurity Documents.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, and interest on the Notes and any Note Guarantee when and as the same shall be due and payabledue, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwiseotherwise and whether by the Issuer pursuant to the Notes or by any Guarantor pursuant to its Note Guarantees, the payment of all secured obligations under the Security Documents, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent Guarantors under this Indenture, the Notes Notes, the Note Guarantees and any Note Guaranteethe Security Documents are secured by Liens on the Collateral in favor of the Collateral Agent for the benefit of the Trustee and the Holders prior to all other Liens except for Permitted Liens, according to as provided in the terms hereunder or thereunderSecurity Documents, are and shall be secured as provided in the Collateral Security Documents hereafter delivered as required or permitted by this Indenture. The Trustee, the Issuer and the Intercreditor AgreementGuarantors hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the ratable benefit of the Trustee and the Holders and the other secured parties under the Security Document as provided therein and enforcing their rights (in their capacity as such) with respect to the Collateral, in each case pursuant to the terms of the Security Documents. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalfCollateral) as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture and the applicable Security Documents, and authorizes and directs the Security Collateral Agent to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will shall deliver to the Trustee copies of Collateral Agent all documents required to be delivered pursuant to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, shall do or cause to be done all such acts and things as may be required, or which reasonably required by the Security Agent from time to time may reasonably requestnext sentence of this Section 7.01(a), to assure and confirm to the Trustee that Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured herebythereby, according to the intent and purposes herein therein expressed. The Issuer and any Guarantor will each takeshall, and will shall cause their respective Restricted Subsidiaries to take each Guarantor to, and each Guarantor shall, make all filings (including filings of continuation statements and amendments to Uniform Commercial Code financing statements) and take all other actions as may be requested are required by the Trustee) any Security Documents to maintain (at the sole cost and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations expense of the Issuer and any Guarantor hereunder, Guarantors) the security interest created by the Security Documents in respect the Collateral in favor of the Collateral, Collateral Agent for the benefit of the Trustee and the Holders as a valid and enforceable first priority perfected lien and security interest, subject only to Permitted Liens. (b) Neither the Issuer nor any Guarantor shall take or omit to take any action that would materially adversely affect or impair the Liens in favor of the Collateral Agent for the benefit of the Trustee and on such the Holders with respect to the Collateral. Neither the Issuer nor any Guarantor shall enter into any agreement that requires the proceeds received from any sale of Collateral ranking in right and priority to be applied to repay, redeem, defease or otherwise acquire or retire any Indebtedness of payment as set forth in the Intercreditor Agreement and subject to no other Liens any Person, other than as permitted by this Indenture, the terms of this Indenture Notes, the Note Guarantees and the Intercreditor AgreementSecurity Documents.

Security Documents. (a) The due and punctual payment of the principal of, interestinterest on, Additional Amounts Amounts, if any, and premium, if any, on the Notes and any Note Guarantee the Subsidiary Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, ) on the Notes and any Note Guarantee and performance of all other obligations of the Issuer Company and any Guarantor the Guarantors to the Holders of NotesHolders, the Trustee and Agents, the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and any Note Guaranteethe Subsidiary Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents and the Intercreditor Agreement. Security Documents. (b) Each Holder of NotesHolder, by its acceptance thereofof a Note, and each Secured Party (subject to Section 7.02(e)) consents and agrees (i) to the appointment of the Collateral Agent and any other security agent appointed under the terms of the Collateral Security Documents and and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and any additional intercreditor agreement (including, without limitation, ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of Collateral and authorizing security over the Security Agent to enter into any Collateral Document on its behalfCollateral) as the same may be in effect or may be amended from time to time in accordance with its terms terms, and authorizes and directs the Security Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith. . (c) The Issuer will deliver Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles: (i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary: (A) to perfect the Trustee copies of all documents delivered Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined in the Security Documents) provided by or pursuant to the Collateral Notes Documents (as defined in the Security Documents, and ) or by law; and/or (B) to facilitate the Issuer and realization of the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be requiredassets which are, or which are intended to form part of, the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each Collateral; and (ii) take, and will cause their any of its respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Security Documents and the Intercreditor Agreement to create create, perfect, protect and maintain, as security for the Obligations of the Issuer Company and the Guarantors hereunder, under the Notes and under the Subsidiary Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Agent and any Guarantor other Additional Collateral Agent, each acting individually, for the benefit of the Holders, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement. (d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto. (e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders. (f) Each Holder by accepting a Note and each Secured Party hereby: (i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder; (ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and (iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder. (g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect of the CollateralSecurity Documents governed by French law, valid each Holder by accepting a Note and enforceable perfected Liens each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent (in each case, by itself or by such person(s) as it may nominate), the International Security Agent and/or and any other Additional Collateral Agent (each acting individually) to execute in its name and on its behalf such Security Documents (if such Security Document is to be executed by the Collateral ranking in right and priority of payment as set forth Agent, the International Security Agent or any other Additional Collateral Agent in the Intercreditor Agreement name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to no other Liens other than as permitted by the terms provisions of this Indenture and the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement. (h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts and premiumpremium on, if any, on and interest (including any Special Interest) on, the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium on, if any, and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations Obligations of the Issuer Company and any Guarantor the Guarantors to the Holders of NotesNotes or the Trustee under this Indenture and the Notes (including, without limitation, the Trustee and the Security Agent under this Indenture, the Notes and any Note GuaranteeGuarantees), according to the terms hereunder or thereunder, are shall be secured as provided in the Collateral Documents Mortgages, which the Guarantors will enter into pursuant to Section 4.19 hereof and the Intercreditor Agreement. which forms of are attached hereto as Exhibit E. (b) Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (includingMortgages, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be originally in effect and as amended, supplemented or may be amended replaced from time to time in accordance with its terms and or the terms of this Indenture, authorizes and directs the Security Agent Collateral Trustee to enter into the Mortgages to which it is a party, authorizes and empowers the Collateral Documents Trustee to execute and deliver the Intercreditor Agreement and authorizes and empowers the Collateral Trustee to bind the Holders of Notes as set forth in the Mortgages to which the Collateral Trustee is a party and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. and powers thereunder. (c) The Issuer Company and the Guarantors will deliver to the Trustee copies of all documents delivered to the Security Agent Collateral Trustee pursuant to the Collateral Security Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be requirednecessary or proper, or which as may be required by the Security Agent from time to time may reasonably requestprovisions of the Mortgages, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee and the HoldersCollateral Trustee the security interest in the Collateral contemplated hereby, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor AgreementMortgages or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor Subject to the terms of the Mortgages, the Company will each take, and will cause their respective Restricted its Subsidiaries to take (including as may be requested by take, upon request of the Trustee) , any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement Mortgages to create and maintain, as security for the Obligations of the Issuer Company and any Guarantor the Guarantors hereunder, in respect of the Collateral, a valid and enforceable perfected Liens first priority Lien in and on such all the Collateral, in favor of the Collateral ranking in right Trustee for the benefit of the Holders of Notes, superior to and priority prior to the rights of payment as set forth in the Intercreditor Agreement all third Persons and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementPermitted Liens.

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, and interest on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law)of, premium, if any, and interest on the Notes and any Note Guarantee and performance of all other obligations Notes Obligations of the Issuer and any Guarantor the Guarantors to the Holders of NotesHolders, the Trustee and or the Security Collateral Agent under this Indenture, the Notes Notes, the Guarantees, the Intercreditor Agreements and any Note Guaranteethe Security Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Security Documents, which define the terms of the Liens that secure the Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee and the Issuer hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of itself, the Holders and the Trustee and pursuant to the terms of the Security Documents and the Intercreditor AgreementAgreements. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure of Collateral) and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Security Collateral Agent to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will shall deliver to the Trustee Collateral Agent copies of all documents delivered required to be filed pursuant to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which reasonably required by the Security Agent from time to time may reasonably requestnext sentence of this Section 12.01, to assure and confirm to the Trustee that Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each takeshall, and will shall cause their respective the Restricted Subsidiaries to of the Issuer to, take (including as may be requested by the Trustee) any and all actions reasonably and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Notes Obligations of the Issuer and any Guarantor hereunderthe Guarantors to the Trustee, in respect the Collateral Agent and the Holders of the CollateralNotes under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Security Documents (to the extent required hereby and thereby), a valid and enforceable perfected Liens Lien and security interest in and on such all of the Collateral ranking in right and priority (subject to the terms of payment as set forth in the Intercreditor Agreement Agreements and the Security Documents), in favor of the Collateral Agent for the benefit of itself, the Holders and the Trustee subject to no other Liens other than as permitted by Permitted Liens, and to otherwise comply with the terms requirements of this Indenture and the Intercreditor AgreementCollateral Requirement.

Security Documents. The EFIH’s Guarantee of the due and punctual payment of the principal ofprincipal, interest, Additional Amounts and premium, if any, and interest on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of principal, premium, if any, and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations Obligations of the Issuer and any Guarantor EFIH to the Holders of Notes, Notes or the Trustee under this Indenture and the Security Agent under this IndentureNotes (including, the Notes and any Note Guaranteewithout limitation, its Guarantee thereof), according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents Pledge Agreement and the Intercreditor Collateral Trust Agreement, which EFIH has entered into simultaneously with the execution of this Indenture and the forms of which are attached hereto as Exhibit F and Exhibit G, respectively. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Pledge Agreement and any additional intercreditor agreement Collateral Trust Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalfCollateral) as the same may be in effect or may be amended from time to time in accordance with its their terms and authorizes and directs the Security Agent Collateral Trustee and/or the Trustee (as the case may be) to enter into the Pledge Agreement, the Collateral Documents and the Intercreditor Trust Agreement and any additional intercreditor agreement other Security Document and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will EFIH, at its own expense, shall deliver to the Trustee copies of all documents delivered to the Security Agent Collateral Trustee pursuant to the Pledge Agreement and Collateral DocumentsTrust Agreement, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, shall do or cause to be done all such acts and things as may be requirednecessary or proper, or which as may be required by the Security Agent from time to time may reasonably requestprovisions of the Pledge Agreement or the Collateral Trust Agreement, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee and the HoldersCollateral Trustee the security interest in the Collateral contemplated hereby, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor AgreementPledge Agreement or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each Subject to the terms of the Pledge Agreement, EFIH, at its own expense, shall take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by upon request of the Trustee) , any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Pledge Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor EFIH hereunder, in respect of the Collateral, a valid and enforceable perfected Liens Lien in and on such all the Collateral, in favor of the Collateral ranking in right Trustee for the benefit of the Holders of Notes and priority future permitted Parity Lien Obligations, superior to and prior to the rights of payment as set forth in the Intercreditor Agreement all third Persons and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementPermitted Liens.

Security Documents. The due If any Lender shall at any time obtain any payment or other recovery (whether voluntary, involuntary, or otherwise) under a Security Document (each date on which a Lender receives any such payment or recovery is herein called a “Determination Date”) in excess of its Proportionate Share calculated as of such date of payments or other recoveries then or therewith obtained by all Lenders under a Security Document, such Lender shall purchase from the other Lenders such participation(s) in the Indebtedness (and punctual payment interest thereon) of the principal ofCompany held by such other Lenders that is secured by the Security Documents, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payablenecessary to cause such purchasing Lender to share such payment or other recovery ratably with such selling Lenders; provided, whether on an interest however, that if all or any portion of such payment dateor other recovery is thereafter recovered from such purchasing Lender, at maturity, by acceleration, repurchase, redemption or otherwisethe purchase shall be rescinded, and interest on the overdue principal of and interest and Additional Amounts (each selling Lender shall repay to the extent permitted by law)purchasing Lender the purchase price, if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders ratable extent of Notessuch recovery, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, together with an amount equal to such selling Lender’s ratable share (according to the terms hereunder or thereunder, are secured as provided in proportion of (x) the Collateral Documents and the Intercreditor Agreement. Each Holder amount of Notes, by its acceptance thereof, consents and agrees such selling Lender’s required repayment to the terms purchasing Lender to (y) the total amount so recovered from the purchasing Lender) of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect interest or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do other amount paid or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and payable by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, purchasing Lender in respect of the Collateraltotal amount so recovered. Notwithstanding the foregoing, valid if a Swap Amount is not due and enforceable perfected Liens owing on a Determination Date or does not actually become due and owing within 30 days of such Determination Date, and as a result of the inclusion of the Swap Amount in calculating a Swap Lender’s Proportionate Share, such Swap Lender receives a greater portion of any payment or other recovery with respect to the Collateral under any Security Documents than it would have if the Swap Amount had not been included in such calculation (such amount is herein called a “Security Document Excess Amount”), then such Swap Lender shall immediately purchase from each other Lender such participation(s) in the Indebtedness (and interest thereon) of the Company held by such other Lender that is secured under such other Lender’s Security Document in an amount equal to such other Lender’s Proportionate Share as of such Determination Date (after being recalculated to exclude the Swap Amount) of the Security Document Excess Amount plus such other Lender’s Proportionate Share of any interest earned by the Swap Lender on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementSecurity Document Excess Amount.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, and interest on the Notes and any the obligations of Guarantors under the Note Guarantee Guaranties when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturityStated Maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee Guaranty and performance of all other obligations Obligations of the any Issuer and any Guarantor to the Holders of Notes, Notes or the Trustee and the Security Collateral Agent under this Indenture, the Notes and Notes, any Note GuaranteeGuaranty, or other Note Documents according to the terms hereunder or thereunderthereunder (collectively, the “Secured Obligations”), are secured by Liens on the Collateral as provided in the Collateral Documents and the Intercreditor Agreement. Security Documents. (b) Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (includingSecurity Documents, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Collateral Agent (and, if applicable, the Trustee) to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. . (c) The Issuer will Issuers shall deliver to the Trustee copies of all documents delivered to the Security Collateral Agent pursuant to the Collateral Security Documents, and the Issuer and the Parent willIssuers shall, and the Parent will Guarantor shall cause each of its Restricted Subsidiaries to, to do or cause to be done all such acts and things as may be requirednecessary or proper, or as may be required by the provisions of the Security Documents, or which the Security Collateral Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Collateral Agent holds, for the benefit of itself, the Trustee Holders of the Notes and the HoldersTrustee, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor AgreementSecurity Documents, so as to render the same available for the security and benefit of this the Indenture and of the Notes and any Note Guarantee Guaranty secured herebythereby, according to the intent and purposes herein expressed. The Any Issuer and any Guarantor will shall each take, and will the Parent Guarantor shall cause their respective Restricted its Subsidiaries to take (including as may be requested by the Trustee) take, any and all actions reasonably required or reasonably requested by the Trustee or the Collateral Agent to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the any Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected second-priority Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of the Indenture. (d) The Collateral Agent agrees that it will hold the security interests in Collateral created under the Security Documents to which it is a party as contemplated by the Indenture in accordance with the Security Documents, and any and all proceeds thereof, for the benefit of, among others, the Trustee and the Holders of the Notes. The Collateral Agent shall (subject to being indemnified and/or secured to its satisfaction) take action or refrain from taking action with respect to the Notes in connection therewith only as directed by the Trustee or Holders holding a majority in aggregate outstanding principal amount of the Notes. (e) Each Holder, by accepting a Note, shall be deemed (i) to have authorized the Collateral Agent and the Trustee, as applicable, to enter into the Security Documents, (ii) to have agreed to be bound thereby and (iii) to appoint the Collateral Agent or the Trustee, as the case may be, as its agent under the Security Documents and to authorize it to act as such. (f) The Trustee hereby acknowledges that the Collateral Agent is authorized to act under the Security Documents on behalf of the Trustee and the Holders. The Collateral Agent 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 Notes and the Trustee, together with all rights, powers and discretions as are reasonably incidental thereto or necessary to give effect to the trusts created thereunder. The Collateral Agent shall, however, at all times be entitled to seek directions from the Trustee or the Holders and shall, subject to the Collateral Agent being indemnified and/or secured to its satisfaction, be obligated to follow those directions if given. The Collateral Agent hereby accepts its appointment as collateral agent for the Holders and the Trustee under the Security Documents, and its authorization to so act on such Holders’ and the Trustee’s behalf in accordance with the terms of the Indenture. (g) Notwithstanding any other provision of this Indenture or any other Note Document, neither the Trustee nor the Collateral Agent shall have any responsibility for the validity, perfection, sufficiency, adequacy, priority or enforceability of any Lien or Security Document or other security interest, and shall have no 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 Intercreditor Agreementperfection of the Collateral Agent’s security interest in the Collateral.

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts premium and premium, if any, interest on the Notes and any Note Guarantee Securities when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee Securities and performance of all other obligations Obligations of the Issuer and any Guarantor the Guarantors to the Holders of Notes, or the Trustee and the Security Agent under this Indenture, the Notes Securities, the Guarantees, the Intercreditor Agreement and any Note Guaranteethe Security Documents, according to the terms hereunder or thereunderthereunder (including any interest accruing subsequent to the filing of a petition in bankruptcy, are reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), shall be secured by a pledge of a perfected security interest in the Collateral in favor of the Collateral Agent on its behalf and on behalf of the Trustee and the Holders as provided in the Security Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the Intercreditor Agreement. The Trustee and the Issuer hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of the Security Documents and the Intercreditor Agreement. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture and the Intercreditor Agreement, and authorizes and directs the Security Collateral Agent to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will shall deliver to the Trustee Collateral Agent copies of all documents delivered required to be filed pursuant to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which reasonably required by the Security Agent from time to time may reasonably requestnext sentence of this Section 11.01, to assure and confirm to the Trustee that Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee Securities secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each takeshall, and will shall cause their respective Restricted the Subsidiaries to of the Issuer to, take (including as may be requested by the Trustee) any and all actions reasonably and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunderthe Guarantors to the Secured Parties under this Indenture, in respect of the CollateralSecurities, the Guarantees, the Intercreditor Agreement and the Security Documents, a valid and enforceable perfected Liens first priority Lien and security interest in and on such all of the Collateral ranking in right and priority (subject to the terms of payment as set forth in the Intercreditor Agreement and the Security Documents), in favor of the Collateral Agent for the benefit of the Holders and the Trustee subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementPermitted Liens.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts premium and premium, if any, interest on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations Obligations of the Issuer Company and any Guarantor the Guarantors to the Holders of NotesHolders, Trustee, or the Trustee and the Security Notes Collateral Agent under this Indenture, the Notes Notes, the Guarantees, the Intercreditor Agreements and any Note Guaranteethe Security Documents, according to the terms hereunder or thereunder, are 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 the Intercreditor Agreements. The Trustee, the Company and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the security interest in the Collateral for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and the Intercreditor AgreementAgreements. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure of Collateral) and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Security Notes Collateral Agent to enter into the Collateral Documents and Security Documents, the Equal Priority Intercreditor Agreement and any additional intercreditor agreement the Junior Priority Intercreditor Agreement on the Effective Date and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Security Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Issuer will Company shall deliver to the Trustee Notes Collateral Agent copies of all documents delivered required to be filed pursuant to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be requiredreasonably required by the next sentence of this Section 12.01, or which to confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent Documents or any part thereof, as from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementconstituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer Company and any Guarantor will each takethe Guarantors shall, and will cause at their respective Restricted Subsidiaries to sole expense, take all actions (including as filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be requested required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or intended to be created by the TrusteeSecurity 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 Notes Collateral Agent. (b) It is understood and agreed that, to the extent that the Controlling Collateral Agent (if other than the Notes Collateral Agent) is satisfied with, or agrees to any and all actions reasonably deliveries or documents required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, be provided in respect of any matters relating to, the CollateralCollateral or makes any determination in respect of any matters relating to the Collateral (including, valid without limitation, extensions of time or waivers for the creation and enforceable perfected Liens perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Effective Date)), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and on the judgment of the Controlling Collateral Agent in respect of any such matters under the Senior Credit Agreement shall be deemed to be the judgment of the Notes Collateral ranking Agent in right and priority respect of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of such matters under this Indenture and the Intercreditor AgreementSecurity Documents.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts premium and premium, if any, interest on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations Obligations of the Issuer Company and any Guarantor the Guarantors to the Holders of Notes, or the Trustee and the Security Agent under this Indenture, the Notes Notes, the Subsidiary Guarantees and any Note Guaranteethe Security Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Security Documents, which define the terms of the Liens that secure the Secured Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and the Intercreditor AgreementAgreements. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure of Collateral) and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Security Notes Collateral Agent to enter into the Collateral Documents and Security Documents, the First Lien Intercreditor Agreement and any additional intercreditor agreement the First Lien/Second Lien Intercreditor Agreement on the Issue Date and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement and any of the other Security Documents, the applicable Intercreditor Agreement shall control. Each Holder, by its acceptance of a Note, (a) agrees that it will be subject to and bound by and will take no actions contrary to the provisions of the First Lien Intercreditor Agreement or the First Lien/Second Lien Intercreditor Agreement and (b) authorizes and instructs the Notes Collateral Agent to enter into the First Lien Intercreditor Agreement and the First Lien/Second Lien Intercreditor Agreement on the Issue Date as the Notes Collateral Agent, and on behalf of such Holder, including without limitation, making the representations of the Holders contained therein. The Issuer will Company shall deliver to the Trustee Notes Collateral Agent copies of all documents delivered required to be filed pursuant to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which reasonably required by the Security Agent from time to time may reasonably requestnext sentence of this Section 12.01, to assure and confirm to the Trustee that Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer Company and any Guarantor will each takethe Guarantors shall, at their sole expense, take all actions and will cause their respective Restricted Subsidiaries to take make all filings (including as filing Uniform Commercial Code (including amendments and continuation statements) and other financing statements, mortgages and deeds of trust) that may be requested by required under applicable law, or that the Trustee) any Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintainpriority (or continuance thereof), as security for the Obligations of Company and the Issuer Guarantors to the secured parties under this Indenture, the Notes, the Subsidiary Guarantees, the Intercreditor Agreements and any Guarantor hereunderthe Security Documents, in respect of the Collateral, a valid and enforceable perfected Liens Lien and security interest in and on such all of the Collateral ranking in right and priority (subject to the terms of payment as set forth in the Intercreditor Agreement Agreements and the Security Documents), in favor of the Notes Collateral Agent for the benefit of the Holders and the Trustee subject to no other Liens other than as permitted Permitted Liens. (b) It is understood and agreed that prior to the Discharge of First Lien Obligations that are Credit Agreement Obligations, to the extent that the First Lien 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, surveys, legal opinions or other deliverables with respect to, particular assets or the provision of any guarantee by any Subsidiary (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) where it determines that such action cannot be accomplished without undue effort or expense by the terms time or times at which it would otherwise be required to be accomplished by the Senior Credit Facilities), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the First Lien Collateral Agent in respect of any such matters under the Senior Credit Facilities shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Intercreditor AgreementSecurity Documents.

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts of and premium, interest and Additional Amounts, if any, on the Notes and any the Note Guarantee Guarantees when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee the Notes Guarantees, and performance of all other monetary obligations of the Issuer and any Guarantor the Guarantors to the Holders of Notes, Notes or the Trustee and the Security Agent under this Indenture, the Notes and any or the Note GuaranteeGuarantees, according to the terms hereunder or thereunder, are secured as provided in the Collateral Security Documents and the Group Intercreditor AgreementDeed. Each Holder of NotesHolder, by its acceptance thereof, consents and agrees to the terms of the Collateral Security Documents and the Group Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) Deed as the same may be in effect or may be amended from time to time in accordance with its terms their terms, and authorizes and directs the Trustee and the Security Agent Trustee to enter into the Collateral relevant Security Documents and the Group Intercreditor Agreement and any additional intercreditor agreement Deed (as applicable) and to perform its their respective obligations and exercise its their respective rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent Trustee pursuant to the Collateral DocumentsSecurity Documents and the Group Intercreditor Deed (as applicable). Each of the Company, and the Issuer and the Parent willGuarantors will take, and the Parent will cause each of its Restricted respective Subsidiaries toto take, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit upon request of the Trustee and the HoldersSecurity Trustee, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Security Documents and the Group Intercreditor Agreement Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer and any Guarantor the Guarantors hereunder, in respect of the Collateral, a valid and enforceable perfected Liens Lien in and on such the relevant Collateral ranking in right and priority favor of payment the Trustee or the Security Trustee, as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor Agreementcase may be.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts and premiumpremium on, if any, on interest and Additional Amounts, if any, on, the Notes and any Note Guarantee the Notes Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and of, premium on, if any, interest and Additional Amounts Amounts, if any (to the extent permitted by law), if any, on the Notes and any Note Guarantee the Notes Guarantees and performance of all other obligations of the Issuer and any Guarantor Issuers or the Guarantors to the Holders of NotesHolders, the Trustee and the Security Agent (as applicable) under this Indenture, the Notes and any Note Guarantee, the Notes Guarantees according to the terms hereunder or thereunder, are shall be secured by security interests, as provided in the Collateral Documents Intercreditor Agreement, any Additional Intercreditor Agreement and the Intercreditor AgreementSecurity Documents, granted in the Collateral. Each Holder of NotesHolder, by its acceptance thereof, of a Note consents and agrees to the terms of the Collateral Documents Intercreditor Agreement, any Additional Intercreditor Agreement, and the Intercreditor Agreement and any additional intercreditor agreement Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral Liens and authorizing the Security Agent to enter into any Collateral Security Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer Subject to the Agreed Security Principles, the Issuers will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Security Documents, and the Issuer Issuers and the Parent Guarantors will, and the Parent Issuers will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be requiredreasonably necessary or proper, or which as may be required by the provisions of the Security Agent from time to time may reasonably requestDocuments, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor AgreementSecurity Documents, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee the Guarantees secured herebythereby, according to the intent and purposes herein expressed. The Issuer Subject to the Agreed Security Principles, the Intercreditor Agreement and any Guarantor Additional Intercreditor Agreement, the Issuers and the Guarantors will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by upon request of the Trustee) , any and all actions reasonably required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations obligations of the Issuer and any Guarantor Issuers hereunder, in respect of the Collateral, a valid and enforceable perfected Liens first priority Lien in and on such all the Collateral ranking in right and priority of payment as set forth in this Indenture, the Intercreditor Agreement and any Additional Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture Indenture, the Intercreditor Agreement and Additional Intercreditor Agreement. Neither the Trustee nor the Security Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any property securing the Notes, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Security Documents or any delay in doing so. (b) Each of the Issuers, the Trustee and the Holders agree that the Security Agent shall be the joint creditor (together with the Holders) of each and every obligation of the parties hereto under the Notes and this Indenture, and that accordingly the Security Agent will have its own independent right to demand performance by the Issuers of those obligations, except that such demand shall only be made with the prior written notice of the Trustee or as otherwise permitted under the Intercreditor Agreement and any Additional Intercreditor Agreement. However, any discharge of such obligation to the Security Agent, on the one hand, or to the Trustee or the Holders, as applicable, on the other hand, shall, to the same extent, discharge the corresponding obligation owing to the other. (c) Each Holder, by accepting a Note, shall be deemed (i) to have authorized the Security Agent to enter into the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement entered into in compliance with Article 9 and (ii) to be bound thereby. Each Holder, by accepting a Note, (1) appoints the Security Agent to act as its agent and as security agent under the Intercreditor Agreement, any Additional Intercreditor Agreement and the other relevant documents to which it is a party (including, without limitation, the Security Documents); and (2) authorizes the Security Agent to (A) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Intercreditor Agreement, any Additional Intercreditor Agreement or other documents to which it is a party (including, without limitation, the Security Documents), together with any other incidental rights, power and discretions; and (B) execute each document, waiver, modification, amendment, renewal or replacement expressed to be executed by the Security Agent on its behalf; and (3) accepts the terms and conditions of the Intercreditor Agreement and any Additional Intercreditor Agreement. The Trustee hereby acknowledges that the Security Agent is authorized to act under the Security Documents on behalf of the Trustee, with the full authority and powers of the Trustee thereunder. The Security Agent 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, as trustee on behalf of the Holders and the Trustee, together with all rights, powers and discretions as are reasonably incidental thereto or necessary to give effect to the trusts created thereunder.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts premium and premium, if any, interest on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations Obligations of the Issuer Company and any Guarantor the Guarantors to the Holders of Notes, or the Trustee and the Security Agent under this Indenture, the Notes Notes, the Subsidiary Guarantees and any Note Guaranteethe Security Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Security Documents, which define the terms of the Liens that secure the Secured Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and the Intercreditor AgreementAgreements. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure of Collateral) and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Security Notes Collateral Agent to enter into the Collateral Security Documents and the First Lien Intercreditor Agreement and any additional intercreditor agreement on the Issue Date and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement and any of the other Security Documents, the applicable Intercreditor Agreement shall control. Each Holder, by its acceptance of a Note, (a) agrees that it will be subject to and bound by and will take no actions contrary to the provisions of the First Lien Intercreditor Agreement and (b) authorizes and instructs the Notes Collateral Agent to enter into the First Lien Intercreditor Agreement on the Issue Date as the Notes Collateral Agent, and on behalf of such Holder, including without limitation, making the representations of the Holders contained therein. The Issuer will Company shall deliver to the Trustee Notes Collateral Agent copies of all documents delivered required to be filed pursuant to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which reasonably required by the Security Agent from time to time may reasonably requestnext sentence of this Section 12.01, to assure and confirm to the Trustee that Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer Company and any Guarantor will each takethe Guarantors shall, at their sole expense, take all actions and will cause their respective Restricted Subsidiaries to take make all filings (including as filing Uniform Commercial Code (including amendments and continuation statements) and other financing statements, mortgages and deeds of trust) that may be requested by required under applicable law, or that the Trustee) any Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintainpriority (or continuance thereof), as security for the Obligations of Company and the Issuer Guarantors to the secured parties under this Indenture, the Notes, the Subsidiary Guarantees, the Intercreditor Agreements and any Guarantor hereunderthe Security Documents, in respect of the Collateral, a valid and enforceable perfected Liens Lien and security interest in and on such all of the Collateral ranking in right and priority (subject to the terms of payment as set forth in the Intercreditor Agreement Agreements and the Security Documents), in favor of the Notes Collateral Agent for the benefit of the Holders and the Trustee subject to no other Liens other than as permitted Permitted Liens. (b) It is understood and agreed that prior to the Discharge of First Lien Obligations that are Credit Agreement Obligations, to the extent that the First Lien 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, surveys, legal opinions or other deliverables with respect to, particular assets or the provision of any guarantee by any Subsidiary (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) where it determines that such action cannot be accomplished without undue effort or expense by the terms time or times at which it would otherwise be required to be accomplished by the Senior Credit Facilities), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the First Lien Collateral Agent in respect of any such matters under the Senior Credit Facilities shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Intercreditor AgreementSecurity Documents.

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts and premiumPrepayment Premium on, if any, on and interest on, the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law)of, Prepayment Premium on, if any, and interest, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor Company to the Holders of NotesNotes or the Trustee under this Indenture and the Notes (including, without limitation, the Trustee and the Security Agent under this Indenture, the Notes and any Note GuaranteeGuarantees), according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents and Security Documents, which the Intercreditor AgreementCompany has entered into simultaneously with the execution of this Indenture. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalfCollateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Collateral Agent to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer Company will deliver to the Trustee copies of all documents delivered to the Security Collateral Agent pursuant to the Collateral Security Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be requirednecessary or proper, or which as may be required by the provisions of the Security Agent from time to time may reasonably requestDocuments, to assure and confirm to the Trustee that and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor Company will each take, and will cause their respective Restricted its Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required or as may be reasonably requested by the Collateral Agent to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor Company hereunder, in respect of the Collateral, a valid and enforceable perfected Liens second-priority Lien in and on such all the Collateral, in favor of the Collateral ranking in right Agent for the benefit of the Holders of Notes, superior to and priority prior to the rights of payment as set forth in the Intercreditor Agreement all third Persons and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementPermitted Prior Liens.

Security Documents. The In order to secure the due and punctual payment of the principal ofprincipal, interest, Additional Amounts and premium, if any, and interest on the Notes and any Note Guarantee Notes, when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturitythe Maturity Date, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer Company and any Guarantor the Guarantors to the Holders of Notes, or the Trustee and the Security Agent under this Indenture, the Notes and any the Note GuaranteeGuarantees, according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents Company and the Intercreditor AgreementGuarantors shall, on the Issue Date, enter into each Security Document which by its terms requires such Guarantor to become a party thereto. Any Subsidiary of Parent who, 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. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to all of the terms and provisions of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (includingSecurity Documents, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its pursuant to the terms of the Security Documents and this Indenture, and authorizes and directs the Security Agent Trustee to enter into the Security Documents on its behalf and on behalf of such Holder, to appoint the Collateral Documents Agents to serve as collateral agents and representatives of the Intercreditor Agreement Trustee and any additional intercreditor agreement such Holder thereunder and in accordance therewith and to perform its obligations and exercise its rights thereunder and in accordance therewith. The Issuer will Company shall deliver to the Trustee copies of all documents delivered to the Security Agent Collateral Agents pursuant to the Collateral Security Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, shall do or cause to be done all such acts and things as may be requirednecessary or proper, or which as may be required by the provisions of the Security Agent from time to time may reasonably requestDocuments, to assure and confirm to the Trustee that and the Collateral Agents the security interest in the Collateral contemplated by this Indenture, the Security Agent holdsDocuments or any part hereof or thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee Guarantees secured herebythereby, according to the intent and purposes herein and therein expressed. The Issuer and any Guarantor will each Company shall take, and will cause their respective Restricted Subsidiaries upon the written request of the Trustee (to take (including as may be requested by the Trustee) extent the Trustee is permitted to make such request under the Security Documents), any and all actions reasonably required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations obligations of the Issuer Company under this Indenture, the Notes and any Guarantor hereunderthe Note Guarantees, a valid and enforceable perfected Lien on and security interest in respect all of the Collateral, valid in favor of the Collateral Agents for the benefit of the Holders, the Trustee and enforceable perfected Liens other Persons for whose benefit the Collateral Agent or Trustee, as applicable, acts pursuant to the Security Documents. The Trustee shall, upon receipt of an Officers' Certificate designating any amendment, refinancing successor or replacement agreement to the New Credit Facility as a New Credit Facility pursuant to the definition of New Credit Facility, (i) acknowledge in and on such Collateral ranking in right and priority of payment writing to the Company that, as set forth may be requested in the Intercreditor Officers' Certificate, the Security Documents and, if applicable, the Proceeds Sharing Agreement shall be applicable to the obligations of Parent or any of its Subsidiaries pursuant to such New Credit Facility, or (ii) execute new Security Documents and, if applicable, a Proceeds Sharing Agreement on substantially identical terms as the existing Security Documents and subject Proceeds Sharing Agreement, with such changes therein as are necessary to no other Liens other than reflect such New Credit Facility and the parties thereto. Any collateral held by a Collateral Agent (as permitted by defined in the terms applicable Security Documents) for the benefit of the Holders shall constitute Collateral for purposes of this Indenture Indenture. The Company covenants and agrees with the Intercreditor AgreementTrustee and each Holder that, for so long as the Notes shall be secured by a Lien on any Collateral, the Notes shall be secured by a pledge of 100% of the Equity Interests in the Pledged Holdco pursuant to the Security Documents.

Security Documents. The In order to secure the due and punctual payment of the principal ofprincipal, interest, Additional Amounts and premium, if any, Additional Amounts, if any, and interest on the Notes and any Note Guarantee Securities, when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturitythe Maturity Date, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee Securities and performance of all other obligations of the Issuer and any Guarantor the Guarantors to the Holders of Notes, or the Trustee and the Security Agent under this Indenture, the Notes Securities and any Note Guaranteethe Guarantees, according the Issuer and the Guarantors have, on the Issue Date simultaneously with the execution and delivery of this Indenture, entered into the Security Documents. 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 with respect to the terms hereunder assets or thereunderproperty of such Person, are secured as provided in if any, that secure the Collateral Documents and the Intercreditor AgreementObligations of such Person. Each Holder of NotesHolder, by its acceptance thereofaccepting a Security, consents and agrees to all of the terms and provisions of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (includingSecurity Documents, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its pursuant to the terms of the Security Documents and this Indenture, and authorizes and directs the Security Trustee to enter into, or instruct the Collateral Agent to enter into into, the Security Documents on its behalf and on behalf of such Holder, to appoint the Collateral Documents Agent to serve as collateral agent and representative of the Trustee and such Holder thereunder and in accordance therewith and for each of the Trustee and the Intercreditor Agreement and any additional intercreditor agreement and Collateral Agent to perform its obligations and exercise its rights thereunder and in accordance therewith. In addition, each Holder further acknowledges and agrees that the Trustee is not required to, and shall not, take any action requested by a Holder under, in respect of or otherwise in connection with any Security Document, including, without limitation, instructing the Collateral Agent to enforce any of the Security Documents, unless the requisite Holders have properly instructed the Trustee in accordance with the terms of this Indenture, and the Trustee shall suffer no liability for not acting in the absence of any such instructions. The Issuer will shall deliver to the Trustee copies of all documents delivered to the Security Collateral Agent pursuant to the Collateral Security Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, shall do or cause to be done all such acts and things as may be requirednecessary or proper, or which as may be required by the provisions of the Security Agent from time to time may reasonably requestDocuments, to assure and confirm to the Trustee that and the Collateral Agent the Liens on and security interests in the Collateral contemplated by this Indenture, the Security Agent holdsDocuments or any part hereof or thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes Securities and any Note Guarantee Guarantees secured herebythereby, according to the intent and purposes herein and therein expressed. The Issuer and any each Guarantor will each shall take, and will cause their respective Restricted Subsidiaries upon the written request of the Collateral Agent or the Trustee (to take (including as may be requested by the Trustee) extent the Trustee is permitted to make such request under the Security Documents), any and all actions reasonably required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations obligations of the Issuer and any Guarantor hereunderthe Guarantors under this Indenture, the Securities and the Guarantees, a valid and enforceable perfected Lien on and security interest in respect all of the Collateral, valid and enforceable perfected Liens in and on such favor of the Collateral ranking in right and priority Agents for the benefit of payment the Secured Parties. Any collateral held by a Collateral Agent (as set forth defined in the Intercreditor Agreement and subject to no other Liens other than as permitted by applicable Security Documents) for the terms benefit of the Secured Parties shall constitute Collateral for purposes of this Indenture and the Intercreditor AgreementIndenture.

Security Documents. The due Noteholder Parties and punctual payment the other Secured Parties authorize the Collateral Agent and the Trustee to release any Collateral or Guarantors in accordance with Section 15.12 or if approved, authorized or ratified in accordance with Section 13.01. The Noteholder Parties and the other Secured Parties hereby irrevocably authorize and instruct the Trustee and the Collateral Agent to, without any further consent of any Noteholder Party or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify the First Lien/First Lien Intercreditor Agreement, any Permitted Junior Intercreditor Agreement, any other Permitted Pari Passu Intercreditor Agreement or any other intercreditor agreement with the collateral agent or other representatives of the principal of, interest, Additional Amounts and premium, if any, holders of Indebtedness that is to be secured by a Lien on the Notes Collateral that is not prohibited (including with respect to priority or in respect of the Priority Waterfall) under this Indenture and to subject the Liens on the Collateral securing the Obligations to the provisions thereof (any Note Guarantee when of the foregoing, an “Intercreditor Agreement”). The Noteholder Parties and as the same shall be due other Secured Parties irrevocably agree that (x) the Trustee and payable, whether the Collateral Agent may rely exclusively on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations Officer’s Certificate of the Issuer and Opinion of Counsel as to whether any Guarantor such other Liens are not prohibited and (y) any Intercreditor Agreement entered into by the Trustee or the Collateral Agent shall be binding on the Secured Parties, and each Noteholder Party and the other Secured Parties hereby agrees that it will take no actions contrary to the Holders provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of Notesany Indebtedness not prohibited by Section 8.01 hereof to extend credit to the Note Parties and such persons are intended third-party beneficiaries of such provisions. Furthermore, the Noteholder Parties and the other Secured Parties hereby authorize the Trustee and the Security Collateral Agent to release any Lien on any property granted to or held by the Trustee or the Collateral Agent under any Note Document (i) to the holder of any Lien on such property that is permitted by clauses (i) and (j) of Section 8.02 or Section 8.02(a) (if the Liens thereunder are of a type that is contemplated by any of the foregoing clauses) in each case to the extent the contract or agreement pursuant to which such Lien is granted prohibits any other Liens on such property or (ii) that is or becomes Excluded Property; and the Trustee and the Collateral Agent shall do so upon request of the Issuer; provided, that prior to any such request, the Issuer shall have in each case delivered to the Trustee and the Collateral Agent an Officer’s Certificate of the Issuer certifying (x) that such Lien is permitted under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided (y) in the Collateral Documents and the Intercreditor Agreement. Each Holder case of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent a request pursuant to the Collateral Documentsclause (i) of this sentence, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for contract or agreement pursuant to which such Lien is granted prohibits any other Lien on such property and (z) in the benefit case of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as a request pursuant to render the same available for the security and benefit clause (ii) of this Indenture sentence, that (A) such property is or has become Excluded Property and (B) if such property has become Excluded Property as a result of the Notes a contractual restriction, such restriction does not violate Section 8.09(c) and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations an Opinion of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementCounsel.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts premium and premium, if any, interest on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations Obligations of the Issuer and any Guarantor the Guarantors to the Holders of NotesHolders, the Trustee and or the Security Collateral Agent under this Indenture, the Notes Notes, the Note Guarantees, and any Note Guaranteethe Security Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Collateral Documents Security Documents. The Trustee, the Issuer and the Intercreditor AgreementGuarantors hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders, the Trustee and the Collateral Agent and pursuant to the terms of the Security Documents. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) Collateral), each as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture, and authorizes and directs the Security Agent Trustee and Collateral Agent, if applicable to enter into the Collateral Security Documents and the Junior Intercreditor Agreement and Agreement, if any, at any additional intercreditor agreement time, if applicable, 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 after the Conversion Date), (x) the perfection, priority, validity, attachment or enforceability of any Lien held by or on behalf of any other holder of Second Lien Obligations in all or any part of the Collateral or (y) the validity or enforceability of any Second Lien Obligations of any series or any Security Document. The Issuer will shall deliver to the Trustee and the Collateral Agent copies of all documents delivered required to be filed pursuant to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which reasonably required by the Security Agent from time to time may reasonably requestnext sentence of this Section 12.1, to assure and confirm to the Trustee that Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The On or following the Conversion Date, the Issuer and the Grantor (and if the Staggered Emergence is undertaken, with respect to any Guarantor will each takeDesignated Entity that is an Other Obligor before the Conversion Date, and will cause their respective on or promptly following the date such Designated Entity becomes a Restricted Subsidiaries to take (including as may be requested by Subsidiary of the TrusteeIssuer after the Conversion Date, such Designated Entity) shall execute any and all actions reasonably 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 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 Documents 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 Intercreditor Agreement to create and maintain, as perfection of security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth interests in the Intercreditor Agreement and subject Security Documents in the Collateral to no other Liens other than as permitted by the terms of this Indenture and extent not required to be taken with respect to the Intercreditor Applicable Credit Agreement.

Security Documents. (a) The due and punctual payment of the Obligations, including payment of the principal of, interest, Additional Amounts and premiumpremium on, if any, on and interest on, the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law)of, premium on, if any, and interest on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Collateral Security Documents which the Issuers and Guarantors have entered into simultaneously with the execution of this Indenture and will be secured by Security Documents hereafter delivered as required by this Indenture. The Trustee and the Intercreditor Agreement. Issuers hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee, in each case pursuant and subject to the terms of the Security Documents. (b) Each Holder of NotesHolder, by its acceptance thereof, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for possession, use, release and foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalfterms of the Intercreditor Agreement) as the same may be in effect or may be amended from time to time in accordance with its terms and the terms of this Indenture and agrees that it will not contest or support any other person in contesting, in any proceeding (including any insolvency or liquidation proceeding), the perfection, priority, validity or enforceability of a Lien held by or on behalf of any other holder of First-Priority Obligations in all or any part of the Collateral. Each Holder, by its acceptance thereof, (i) authorizes the Trustee to appoint the Authorized Representative to act on its behalf as the Authorized Representative under this Indenture and the Security Documents, (ii) authorizes the Trustee and the Authorized Representative to appoint the Collateral Agent to act on its behalf as the Collateral Agent under this Indenture, the Security Agreement and under each of the other Security Documents, (iii) authorizes and directs the Security Collateral Agent to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, therewith and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of (iv) authorizes the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by Authorized Representative to authorize the Collateral Documents Agent to take such actions on its behalf and the Intercreditor Agreement, so to exercise such powers as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according are delegated to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted Agent by the terms of the Security Agreement and the other Security Documents, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any grantor thereunder to secure any of the First-Priority Obligations, together with such powers and discretion as are reasonably incidental thereto. (c) Each Holder, by its acceptance thereof, authorizes the Collateral Agent, the Authorized Representative and the Trustee, as applicable, to enter into the Intercreditor Agreement (or any joinder or supplement thereto) (or, if such agreement is terminated, any substantially identical intercreditor agreement on behalf of, and binding with respect to, the Holders and their interest in designated assets, in connection with the incurrence of any First-Priority Obligations). The Collateral Agent or the Authorized Representative, as applicable, will enter into any such future intercreditor agreement at the written request of the Issuers; provided that the Issuers will have delivered to the Collateral Agent or the Authorized Representative, as the case may be, an Officer’s Certificate and Opinion of Counsel to the effect that such other intercreditor agreement is authorized or permitted by this Indenture and the Intercreditor Security Documents and that all conditions precedent thereto have been met or waived. (d) Notwithstanding the foregoing, the Issuers shall not be required to create or perfect pledges of, or security interests in, or take other actions with respect, to any Excluded Assets. The Collateral Agent shall, at the written direction of the Holders, grant extensions of time for the perfection of security interests in particular assets and the delivery of assets where perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required and any extensions of time or waivers as are granted by the Credit Agreement Agent or the administrative agent under the Credit Agreement for the comparable requirement under the Credit Agreement or any related loan document or the applicable collateral agent under any indenture governing the Existing Secured Notes or any related collateral document shall automatically be granted under this Indenture and the Security Documents. No actions required by the laws of any non-U.S. jurisdiction shall be required in order to create any security interests in any assets or to perfect or make enforceable such security interests (including any intellectual property registered in any non-U.S. jurisdiction) (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction or any requirement to make any filings in any foreign jurisdiction including with respect to foreign intellectual property). No actions shall be required with respect to assets requiring perfection through control agreements or perfection by “control” (as defined in the UCC) (other than in respect of Indebtedness for borrowed money (other than intercompany Indebtedness) owing to the Issuers or any Guarantor that is evidenced by a note in excess of $7,500,000, Indebtedness of any Non-Guarantor Subsidiary that is owing to any Issuer or any Guarantor and certificated Equity Interests of wholly owned Restricted Subsidiaries that are Material Subsidiaries otherwise required to be pledged pursuant to the Security Agreement). In addition, neither any Issuer nor any Guarantor shall be required to take any action not taken for the Credit Agreement (so long as such Credit Agreement is in place).

Security Documents. (a) The due performance and full and punctual payment of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payabledue, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption acceleration or otherwise, and of the Notes Obligations, whether for payment of principal of or interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indentureexpenses, the Notes and any Note Guaranteeindemnification or otherwise, according to the terms hereunder or thereunder, are shall be secured as provided in the Collateral Documents and Security Documents, which define the terms of the Liens that secure the Notes Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Notes Secured Parties and pursuant to the terms of this Indenture and the Security Documents. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure of Collateral) and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs the Security Notes Collateral Agent to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will Subject to the Applicable Collateral Limitations, the Company shall deliver to the Trustee Notes Collateral Agent copies of all documents delivered required to be filed pursuant to the Security Documents to which the Notes Collateral Agent pursuant to the Collateral Documentsis a party, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which reasonably required to provide to the Notes Collateral Agent the security interest in the Collateral contemplated hereby and/or by the Security Agent Documents or any part thereof, as from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementconstituted, so far as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each takeSubject to the Applicable Collateral Limitations, the Company shall, and will shall cause their respective Restricted the Subsidiaries to of the Company to, take (including as may be requested by the Trustee) any and all actions reasonably and make all filings (including, without limitation, the filing of UCC financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant jurisdiction)) required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Notes Obligations of the Issuer Company and any Guarantor hereunderthe Guarantors to the Notes Secured Parties, in respect of the Collateral, a valid and enforceable perfected Liens Lien and security interest in and on such all of the Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and (subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementSecurity Documents), in favor of the Notes Collateral Agent for the benefit of the Notes Secured Parties subject to no Liens other than Permitted Liens). Nothing hereunder shall require the Trustee or the Notes Collateral Agent to file any financing or continuation statements or record any documents or instruments in any public office at any time or otherwise perfect or maintain the perfection of any lien or security interest in the Collateral. (b) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Guarantor shall be required pursuant to this Indenture or any Security Document to take any action limited by the Applicable Collateral Limitations.

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts and premium, Accreted Value of and interest and premium (if any, ) on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal or Accreted Value of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor Company to the Holders of Notes, or the Trustee under this Indenture and the Security Agent under this Indenture, the Notes and any Note GuaranteeNotes, according to the terms hereunder or thereunder, are secured as provided in the Collateral Security Documents which the Company and certain of the Guarantors have entered into simultaneously with the execution of this Indenture, subject to the terms of the Intercreditor Agreement. Each Holder of Notesa Note, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents this Indenture and the Intercreditor Agreement and any additional intercreditor agreement Security Documents (including, without limitation, including the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalfCollateral) as the same may be in effect or may be amended from time to time in accordance with its terms or the terms hereof and authorizes and directs the Security Collateral Agent to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Security Collateral Agent pursuant to the Collateral Security Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, shall do or cause to be done all such acts and things as may be required, or which required by the Security Agent from time to time may reasonably requestnext sentence of this Section 10.01, to assure and confirm to the Trustee that and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each Company shall take, and will shall cause their respective its Restricted Subsidiaries to take (including as may be requested by the Trustee) take, any and all actions reasonably required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer Company and any Guarantor the Guarantors hereunder, in respect of the Collateral, a valid and enforceable perfected Liens Lien and security interest in and on such 100% of the capital stock of, or other Equity Interests in, existing and future Domestic Subsidiaries owned by the Company and its Restricted Subsidiaries, substantially all the personal property assets of the Company and the Guarantors party to the Security Documents, all fee interests in real property assets and all leasehold interests, in favor of the Collateral ranking Agent for the benefit of the Holders, junior in right and priority of payment as set forth in the Intercreditor Agreement and (subject to no other Permitted Liens) to Liens other than as permitted by the terms of this Indenture and the Intercreditor Agreementsecuring Credit Agreement Obligations.

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts of and interest and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payabledue, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, otherwise and interest on whether by the overdue principal of and interest and Additional Amounts (Company pursuant to the extent permitted Notes or by law)the Subsidiary Guarantors pursuant to the Note Guarantees, if any, on the payment of all other Notes Obligations and any Note Guarantee and the performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee Company and the Security Agent Subsidiary Guarantors under this Indenture, the Notes Notes, the Note Guarantees and any Note Guarantee, according to the terms hereunder or thereunder, Security Documents are secured as provided in the Collateral Security Documents which the Company and the Intercreditor AgreementSubsidiary Guarantors have entered into and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. Each Holder The Company and the Subsidiary Guarantors hereby acknowledge and agree that the Collateral Agent holds a Lien on the Collateral for the benefit of Notes, by its acceptance thereof, consents the holders of the Notes and agrees pursuant to the terms of the Collateral Documents and Security Documents, subject to the terms of the First Lien Intercreditor Agreement and any additional intercreditor agreement Junior Lien Intercreditor Agreement. The Company shall, and shall cause each Subsidiary Guarantor to, and each Subsidiary Guarantor shall, make all filings (including, without limitation, including filings of continuation statements and amendments to Uniform Commercial Code financing statements that may be necessary to continue the provisions providing for foreclosure effectiveness of such Uniform Commercial Code financing statements) and release of Collateral and authorizing all other actions as are necessary or required by the Security Agent Documents to enter into any Collateral Document on maintain (at the sole cost and expense of the Company and its behalfSubsidiary Guarantors) as the same may be security interest in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into favor of the Collateral Documents Agent for its benefit and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and holders of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested created by the Trustee) Security Documents in the Collateral (other than with respect to any and all actions reasonably Collateral the security interest in which is not required to cause be perfected under the Collateral Documents and the Intercreditor Agreement Security Documents) as a perfected first priority security interest subject only to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementPermitted Liens.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts and premiumpremium on, if any, on interest and Additional Amounts, if any, on, the Notes and any Note Guarantee the Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and of, premium on, if any, interest and Additional Amounts Amounts, if any (to the extent permitted by law), if any, on the Notes and any Note Guarantee Notes, the Guarantees and performance of all other obligations of the Issuer Issuers and any Guarantor the Guarantors to the Holders of Notes, or the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, the Guarantees according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents Intercreditor Agreement, the ABL Intercreditor Agreement, any Additional Intercreditor Agreement and the Intercreditor AgreementSecurity Documents. Each Holder of NotesHolder, by its acceptance thereof, of a Note: (i) consents and agrees to the terms of the Collateral Documents and Intercreditor Agreement, the ABL Intercreditor Agreement, any Additional Intercreditor Agreement and any additional intercreditor agreement the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral Liens and authorizing the Security Agent to enter into any Collateral Security Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and (ii) authorizes and directs the Security Agent to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer Issuers will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Security Documents, and, subject to the Agreed Security Principles, the Issuers and the Issuer and the Parent Guarantors will, and the Parent Issuers will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be requirednecessary or proper, or which as may be required by the provisions of the Security Agent from time to time may reasonably requestDocuments, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor AgreementSecurity Documents, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee the Guarantees secured herebythereby, according to the intent and purposes herein expressed. The Issuer Subject to the Agreed Security Principles, the Intercreditor Agreement and any Guarantor the ABL Intercreditor Agreement, the Issuers and the Guarantors will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by upon request of the Trustee) , any and all actions reasonably required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations obligations of the Issuer and any Guarantor hereunderIssuers under the Notes, in respect of the Collateral, a valid and enforceable perfected Liens Lien (i) on the Collateral held by the ABL Guarantors in accordance with the relative priorities set forth in the ABL Intercreditor Agreement and the Intercreditor Agreement and (ii) on such the Collateral ranking held by the Guarantors other than the ABL Guarantors in right and priority of payment as accordance with the relative priorities set forth in the Intercreditor Agreement. ​ ​ (b) Without prejudice to the provisions of the Intercreditor Agreement or the ABL Intercreditor Agreement, each of the Issuers, the Trustee and the Holders agree that the Security Agent shall be the joint creditor (together with the Holders) of each and every obligation of the parties hereto under the Notes and this Indenture, and that accordingly the Security Agent will have its own independent right to demand performance by the Issuers of those obligations, except that such demand shall only be made with the prior written consent of the Trustee or as otherwise permitted under the Intercreditor Agreement or the ABL Intercreditor Agreement. However, any discharge of such obligation to the Security Agent, on the one hand, or to the Trustee or the Holders, as applicable, on the other hand, shall, to the same extent, discharge the corresponding obligation owing to the other. (c) Each Holder, by accepting a Note, shall be deemed (i) to have authorized the Security Agent to enter into the Security Documents, the Intercreditor Agreement, the ABL Intercreditor Agreement and subject any Additional Intercreditor Agreement entered into in compliance with Section 4.11 and (ii) to no other Liens other than be bound thereby. Each Holder, by accepting a Note, appoints the Security Agent as permitted its trustee under the Security Documents and authorizes it to act on such Xxxxxx’s behalf. The Trustee hereby acknowledges that the Security Agent is authorized to act under the Security Documents on behalf of the Trustee, with the full authority and powers of the Trustee thereunder, in accordance with the Intercreditor Agreement and the ABL Intercreditor Agreement. The Security Agent is hereby authorized to exercise such rights, powers and discretions as are specifically delegated to it by the terms of this Indenture the Security Documents, including the power to enter into the Security Documents, as trustee on behalf of the Holders and the Trustee, in accordance with the Intercreditor Agreement and the ABL Intercreditor Agreement, together with all rights, powers and discretions as are reasonably incidental thereto or necessary to give effect to the trusts created thereunder. The Security Agent shall however at all times be entitled to seek directions from the Trustee and shall be obligated to follow those directions if given (but the Trustee shall not be obligated to give such directions unless directed in accordance with this Indenture). (d) Neither the Trustee nor the Security Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any property securing the Notes, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Security Documents or any delay in doing so.

Security Documents. (a) The due and punctual payment of the principal of, interestpremium on, if any, interest and Additional Amounts and premiumAmounts, if any, on the Notes and any Note Guarantee when and as the same shall will be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and of, premium on, if any, interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee Guarantee, and performance of all other obligations of the Issuer and any Guarantor to the Holders of NotesHolders, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Collateral Security Documents and the Intercreditor Agreement. Each Holder of NotesHolder, by its acceptance thereof, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement Additional Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Security Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement Additional Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its the Restricted Subsidiaries to, do or cause to be done all such acts and things as may be requirednecessary or proper, or which as may be required by the provisions of the Security Agent from time to time may reasonably requestDocuments, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Security Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured herebyGuarantee, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and the Issuer will cause their respective the Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected first-priority Liens in and on such all the Collateral ranking in right and priority of payment as set forth in this Indenture, the Intercreditor Agreement and any Additional Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture, the Intercreditor Agreement and any Additional Intercreditor Agreement. (b) Each of the Issuer, the Trustee and the Holders agree that the Security Agent will be the joint and several creditor (together with the Holders and the Trustee) of each and every obligation of the parties hereto under the Notes and this Indenture, and that accordingly the Security Agent will have its own independent right to demand performance by the Issuer and the Guarantors of those obligations, except that such demand will only be made with the prior written consent of the Trustee acting at the written direction of the Holders representing a majority of the outstanding aggregate principal amount of the Notes. However, any discharge of such obligation to the Security Agent, on the one hand, or to the Trustee or the Holders, as applicable, on the other hand, will, to the same extent, discharge the corresponding obligation owing to the other. (c) The Security Agent 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, and any and all proceeds thereof, for the benefit of, among others, the Trustee and the Holders, to act in preservation of the security interest in the Collateral. The Security Agent will agree to any release of the security interest created by the Security Documents that is in accordance with this Indenture, the Intercreditor Agreement and any Additional Intercreditor Agreement without requiring any consent of the Holders or the Trustee. Subject to the preceding sentence, the Security Agent will take action or refrain from taking action in connection therewith only as directed by the Trustee. (d) Each Holder, by accepting a Note, will be deemed (i) to have authorized the Security Agent to enter into the Security Documents and (ii) to be bound thereby. Each Holder, by accepting a Note, appoints the Security Agent as its agent in accordance with the terms of the Security Documents and authorizes it to act on such Holder’s behalf. The Trustee hereby acknowledges that the Security Agent is authorized to act under the Security Documents on behalf of the Trustee, with the full authority and powers of the Trustee thereunder. The Security Agent 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, as trustee on behalf of the Holders and the Trustee, together with all rights, powers and discretions as are reasonably incidental thereto or necessary to give effect to the trusts created thereunder. Subject to the requirement that it agree to any release of the security interest created by the Security Documents that is in accordance with the Indenture and the Intercreditor AgreementAgreement without requiring any consent of the Holders or the Trustee, the Security Agent will be entitled to seek directions from the Trustee and will be obligated to follow those directions if given. The Security Agent hereby accepts its appointment as the trustee of the Holders and the Trustee under the Security Documents, and its authorization to so act on such Holders’ and the Trustee’s behalf.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts premium and premium, if any, interest on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations Obligations of the Issuer Issuers and any Guarantor the Guarantors to the Holders of NotesHolders, the Trustee and or the Security Notes Collateral Agent under this Indenture, the Notes Notes, the Guarantees and any Note Guaranteethe Security Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Collateral Documents Security Documents, which define the terms of the Liens that secure such obligations, subject to the terms of the First Lien Intercreditor Agreement, the ABL Intercreditor Agreement and any other applicable intercreditor agreement. The Trustee, the Issuers and the Guarantors hereby acknowledge and agree that, subject to the terms of the Initial Intercreditor Agreements and any other applicable intercreditor agreement and as further set forth below, the Applicable Collateral Agent will hold the Collateral for the benefit of the Holders, the Trustee and the Notes Collateral Agent and certain other secured parties pursuant to the terms of the Notes Security Documents, the First Lien Intercreditor Agreement, the ABL Intercreditor Agreement and any other applicable intercreditor agreement. (b) It is acknowledged and agreed that the security interests of the Notes Collateral Agent and the Notes Secured Parties required to be granted hereunder and under the other Notes Documents have been (and in the future are intended to be) granted to the Common Collateral Agent as collateral agent for all Pari Passu Secured Parties (as defined in the First Lien Intercreditor Agreement) including the Notes Secured Parties, and not to the Notes Collateral Agent in its capacity as such hereunder. Such security interests are (or will be) held by the Common Collateral Agent upon the terms of the Intercreditor Agreements. (c) Subject to the provisions with respect to Single Lien Collateral set forth below, to the extent any security interests securing the Notes Obligations cannot be granted to the Common Collateral Agent for the benefit of all Pari Passu Secured Parties (as defined in the First Lien Intercreditor Agreement) after the use of commercially reasonable efforts (as determined by the Issuers in good faith) the Issuers may cause the Notes Collateral Agent hereunder to hold such security directly in its capacity as such hereunder (which, in the case of jurisdictions other than the United States and Canada, shall only be required if such a security interest can be granted to more than one collateral agent, trustee or other representative), subject to intercreditor arrangements otherwise substantially consistent with the provisions provided for herein or otherwise constituting Acceptable Intercreditor Agreements. (d) The terms of the Initial Intercreditor Agreements, including the provisions thereof governing Single Lien Collateral, are hereby ratified and approved by the Trustee on its own behalf and on behalf of the Notes Secured Parties in all respects and the Trustee on its own behalf and on behalf of the Notes Secured Parties directs the Notes Collateral Agent and/or Common Collateral Agent to bind itself to the terms thereof on behalf of the Notes Secured Parties. (e) In order to give effect to the foregoing, references herein and in the other Notes Documents to the Notes Collateral Agent hereunder (including as set forth below with respect to Single Lien Collateral) shall, unless the context otherwise requires, be deemed to include a reference to the Common Collateral Agent acting in such capacity, and the duties of the Notes Collateral Agent hereunder to take any action shall in such case include a corresponding duty to direct the Common Collateral Agent to take such action, to the extent applicable and to the extent such direction is permitted by the applicable Intercreditor Agreements. (f) It is acknowledged and agreed that, if in accordance with applicable law or the law governing any applicable Security Document (including foreign law), security interests of a type (or on assets of a type) may not be (or customarily are not) granted to more than one collateral agent, trustee or similar representative (or in the interests of limiting the cost of more than one grant of security, including with respect to the notarization of any relevant security documents or inscription of any such security documents before relevant public registries, including any security over shares in German limited liability companies and certain Mexican assets, such as shares or equity interests), the security interests securing Notes Obligations may be (or have been) granted to either the ABL Collateral Agent, the Notes Collateral Agent or any Common Collateral Agent for the benefit of all Applicable Secured Parties (as defined in the ABL Intercreditor Agreement), including (but not limited to) the Notes Secured Parties, with the Security Documents creating such security interests allocated, to the extent feasible (in the good faith determination of the Issuers) between the ABL Collateral Agent, the Notes Collateral Agent and/or any Common Collateral Agent on the basis of whether the collateral the subject thereof is expected to primarily consist of ABL Priority Collateral or Fixed Asset Priority Collateral, respectively (the collateral subject to such security interests, “Single Lien Collateral”). The security interests in Single Lien Collateral will be held by the applicable agent upon the terms of the Initial Intercreditor Agreements and the Security Documents. (g) In order to give effect to the foregoing, references herein and in the other Notes Documents to the Notes Collateral Agent hereunder shall, in relation to Single Lien Collateral, unless the context otherwise requires, be deemed to include a reference to the ABL Collateral Agent, the Notes Collateral Agent or any Common Collateral Agent, as applicable, acting in such capacity, and the duties of the Notes Collateral Agent or any Common Collateral Agent hereunder to take any action shall in such case include a corresponding duty to direct the ABL Collateral Agent or the Common Collateral Agent, as applicable, to take such action, to the extent applicable and to the extent such direction is permitted by the Intercreditor Agreements. (h) In the case of Single Lien Collateral the subject of a security interest to be granted pursuant to a Security Document to be governed by the law of a jurisdiction other than the United States and Canada, if the Issuers determine in good faith that the grant of a single security interest for the benefit of all Applicable Secured Parties (as defined in the ABL Intercreditor Agreement) as described in the preceding clause (f) cannot be achieved after the use of commercially reasonable efforts, then (i) the ABL Collateral Agent may be granted and hold any such Lien granted pursuant to such a Security Document primarily relating to ABL Priority Collateral solely for the benefit of the ABL Secured Parties (as defined in the ABL Intercreditor Agreement) (and, for the avoidance of doubt, no such grant shall be required in favor of the Common Collateral Agent or any Notes Secured Party) and (ii) the Common Collateral Agent may be granted and hold any such Lien granted pursuant to such a Security Document primarily relating to Fixed Asset Priority Collateral solely for the benefit of the Controlling Pari Passu Secured Parties (as defined in the First Lien Intercreditor Agreement) (which, for the avoidance of doubt, may exclude the Notes Secured Parties). (i) Notwithstanding anything to the contrary herein, no inaccuracy or breach, as applicable, of any representation, warranty or covenant in any Notes Document relating to the grant, validity, enforceability, perfection or priority of any security interest shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, as a result of the collateral agency and intercreditor arrangements described in this Section 12.01 or in the Initial Intercreditor Agreements. (j) Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Collateral and authorizing Collateral), the Security Agent to enter into First Lien Intercreditor Agreement, ABL Intercreditor Agreement and/or any Collateral Document on its behalf) Acceptable Intercreditor Agreement (as the same applicable), each as may be in effect or may be amended from time to time in accordance with its their terms and this Indenture, and authorizes and directs the Security Applicable Collateral Agent and, as applicable, the Trustee to enter into or join (including pursuant to amendments or similar agreements), if applicable, the Collateral Documents and Security Documents, the First Lien Intercreditor Agreement and the ABL Intercreditor Agreement, and any additional intercreditor agreement Security Documents and any Acceptable Intercreditor Agreement at any time after the Completion Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will Issuers shall deliver to the Trustee Applicable Collateral Agent copies of all documents delivered required to the Security Agent be filed pursuant to the Collateral Notes Security Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which reasonably required by the Security Agent from time to time may reasonably requestnext sentence of this Section 12.01(j), to assure and confirm to the Trustee that Applicable Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer On or following the Issue Date and any Guarantor will each takesubject to the Initial Intercreditor Agreements, the Issuers and the Guarantors (a) shall, at their sole expense, execute, acknowledge, deliver, record and file, or will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) executed, acknowledged, delivered, recorded or filed, any and all actions reasonably further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests (other on Excluded Assets) created or intended to be created by the Security Documents in the Collateral and cause the Collateral Documents Requirement to be and remain satisfied (in each case subject to the limitations herein, including the Agreed Security Principles) and (b) to the extent permitted by applicable Requirements of Law, hereby authorize the Applicable Collateral Agent and the applicable Authorized Representatives for any applicable Pari Passu Secured Parties (each as defined in the First Lien Intercreditor Agreement Agreement), to create the extent not otherwise restricted hereunder or in any other applicable Pari Passu Documents (as defined in the First Lien Intercreditor Agreement), to execute and maintainfile any financing statements (including continuation statements and amendments to financing statements), as security for the Obligations on behalf of the Issuer Issuers and the Guarantors with respect to all or any part of the Collateral without the signature of the Issuers or the Guarantors to maintain the Lien of the Security Documents described herein and in the Security Documents; provided, however, that the authorization granted in clause (b) of this sentence does not relieve the obligations of the Issuers and the Guarantors in clause (a) of this sentence or negate the provisions of Section 4.08 of the First Lien Intercreditor Agreement. Notwithstanding the foregoing, so long as there are any obligations outstanding under the Senior Secured Credit Facilities, no actions shall be required to be taken with respect to the perfection of security interests in the Collateral to the extent such actions are not required to be taken with respect to the Senior Secured Credit Facilities, or in the case of ABL Priority Collateral, the ABL Facility. The perfection of the security interests (1) by delivery to the Common Collateral Agent of the existing certificated Equity Interests of the Issuers and each Issuer’s wholly owned Domestic Subsidiaries, shall occur on the Issue Date to the extent achievable pursuant to the Initial Intercreditor Agreements and (2) with respect to other Collateral of Domestic Subsidiary Guarantors for which a Lien may be perfected by the filing of a Uniform Commercial Code financing statement (or equivalent) if required to be filed for perfection shall occur on the Issue Date. To the extent any assets owned by the Issuers or any Guarantor hereunderon the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of the Applicable Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Applicable Collateral Agent that is not perfected on or prior to the Issue Date, the Issuers shall use commercially reasonable efforts to cause security interests in respect the Collateral securing the Notes Obligations to be put in place no later than 120 days after the Issue Date. In addition, the Security Documents will not require the Issuers and the Guarantors to take certain actions to perfect Liens in certain of the Collateral, valid and enforceable perfected Liens including, prior to the repayment in and on full of the obligations under the Senior Secured Credit Facilities, if such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted actions are not requested by the terms of this Indenture and the Intercreditor AgreementSenior Secured Credit Facilities Administrative Agent with respect to Shared Collateral.

Security Documents. The From and after the Issue Date and upon the execution and delivery of the Intercreditor Agreements (or joinders thereto) and the Security Documents, the due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, Additional Interest, if any, or interest on the any series of Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturityMaturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law)of, premium, if any, Additional Interest, if any, or interest on the such series of Notes and any Note Guarantee and performance of all other obligations Obligations of the Issuer and any Guarantor Covenant Parties to the Holders of Notes, or the Trustee and the Security Agent under this Indenture, such Notes, the Notes related Note Guarantees, the Intercreditor Agreements and any Note Guaranteethe Security Documents with respect to such series of Notes, according to the terms hereunder or thereunder, are shall be secured as provided in the Security Documents, which define the terms of the Liens that secure the First Lien Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee and the Covenant Parties hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders of such series of Notes, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and the Intercreditor AgreementAgreements. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure of Collateral) and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Security Notes Collateral Agent to enter into the Collateral Security Documents and the Intercreditor Agreement Agreements or joinders thereto on the Issue Date, and at any additional intercreditor agreement time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will Upon the execution and delivery of the Security Documents, the Issuers shall deliver to the Trustee Notes Collateral Agent copies of all documents delivered required to be filed pursuant to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which reasonably required by the Security Agent from time to time may reasonably requestnext sentence of this Section 12.01, to assure and confirm to the Trustee that Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer Issuers and any Guarantor will each takeCovenant Parent shall, and will shall cause their respective Restricted Subsidiaries to the other Covenant Parties to, take (including as may be requested by the Trustee) any and all actions reasonably and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer other Covenant Parties to the secured parties under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements and any Guarantor hereunderthe Security Documents, in respect of the Collateral, a valid and enforceable perfected Liens Lien and security interest in and on such all of the Collateral ranking in right and priority (subject to the terms of payment as set forth in the Intercreditor Agreement Agreements and the Security Documents), in favor of the Notes Collateral Agent for the benefit of the Holders and the Trustee subject to no other Liens other than as permitted by Permitted Liens. It is further understood and agreed that there shall be no Security Document (or other security agreements or pledge agreements) governed under the terms laws of this Indenture and the Intercreditor Agreementany non-U.S. jurisdiction.

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts and premiumpremium on, if any, on and interest on, the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium on, if any, and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor Company to the Holders of NotesNotes or the Trustee under this Indenture and the Notes (including, without limitation, the Trustee and the Security Agent under this Indenture, the Notes and any Note GuaranteeGuarantees), according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents and Security Documents, which the Intercreditor AgreementCompany has entered into simultaneously with the execution of this Indenture. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalfCollateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Collateral Agent to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer Company will deliver to the Trustee copies of all documents delivered to the Security Collateral Agent pursuant to the Collateral Security Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be requirednecessary or proper, or which as may be required by the provisions of the Security Agent from time to time may reasonably requestDocuments, to assure and confirm to the Trustee that and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor Company will each take, and will cause their respective Restricted its Subsidiaries to take (including as may be requested by the Trustee) any and all actions necessary or proper or as may be reasonably required requested by the Collateral Agent to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor Company hereunder, in respect of the Collateral, a valid and enforceable perfected Liens second priority Lien in and on such all the Collateral, in favor of the Collateral ranking in right Agent for the benefit of the Holders of Notes, superior to and priority prior to the rights of payment as set forth in the Intercreditor Agreement all third Persons and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementPermitted Prior Liens.

Security Documents. (a) The due and punctual of the Notes Obligations, including payment of the principal of, interest, Additional Amounts and premiumpremium on, if any, on and interest on, the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law)of, premium on, if any, and interest on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Collateral Security Documents which the Issuer, Holdings and the Intercreditor AgreementGuarantors have entered into simultaneously with the execution of this Indenture. The Trustee and the Issuer hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the secured parties, in each case pursuant and subject to the terms of the Security Documents. (b) Each Holder of NotesHolder, by its acceptance thereof, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for possession, use, release and foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalfCollateral) as the same may be in effect or may be amended from time to time in accordance with its terms and agrees that it will not contest or support any other person in contesting, in any proceeding (including any insolvency or liquidation proceeding), the perfection, priority, validity or enforceability of a Lien held by or on behalf of any other holder of Secured First Lien Obligations (as defined in the Security Agreement) in all or any part of the Collateral, or any of the intercreditor arrangements in the Security Agreement. Each Holder, by its acceptance thereof, (1) authorizes the Trustee to appoint the Notes Authorized Representative to act on its behalf as the Notes Authorized Representative under this Indenture and the Security Agreement, (2) authorizes the Trustee and the Notes Authorized Representative to appoint the Collateral Agent to act on its behalf as the Collateral Agent under this Indenture, the Security Agreement and under each of the other Security Documents, (3) authorizes and directs the Security Collateral Agent to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewiththerewith and (4) authorizes the Trustee and the Notes Authorized Representative to authorize the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms of the Security Agreement and the other Security Documents, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any grantor thereunder to secure any of the Secured First Lien Obligations, together with such powers and discretion as are reasonably incidental thereto. (c) Each Holder, by its acceptance thereof, authorizes the Collateral Agent, the Notes Authorized Representative and the Trustee, as applicable, to enter into any intercreditor agreement on behalf of, and binding with respect to, the Holders and their interest in designated assets, in connection with the incurrence of any indebtedness under the Senior Term Credit Agreement, the Senior Revolving Credit Agreement and, in addition, any Additional Obligations, including to clarify the respective rights of all parties in and to designated assets. The Collateral Agent or the Notes Authorized Representative, as applicable, will enter into any such intercreditor agreement at the request of the Issuer, provided that the Issuer will have delivered to the Collateral Agent or the Notes Authorized Representative, as the case may be, an Officer’s Certificate to the effect that such other intercreditor agreement complies with the provisions of this Indenture and the Security Documents. The Notes Authorized Representative and the Trustee, as applicable, each agrees at the Issuer’s expense to (or to instruct the Collateral Agent to) execute and deliver any amendment to, waiver of, or supplement to any Security Document authorized pursuant to Article Nine. (d) The Issuer and the Guarantors will deliver to the Trustee Collateral Agent copies of all documents delivered to the Security Agent pursuant to the Collateral Documentsdocuments, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be requirednecessary or proper, or which as may be required by the provisions of the Security Agent from time to time may reasonably requestDocuments, to assure and confirm to the Trustee that Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted its Subsidiaries to take (including as may be requested by take, upon request of the Trustee) , any and all actions reasonably required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor the Guarantors hereunder, in respect of the Collateral, a valid and enforceable perfected Liens Lien in and on such all the Collateral, in favor of the Collateral ranking in right Agent for the benefit of the Holders, as and priority of payment as set forth in to the Intercreditor Agreement extent contemplated by the Security Documents and subject to no other Liens other than as Liens permitted by under this Indenture, including Permitted Liens. Notwithstanding the terms of this Indenture foregoing, if the Issuer and the Intercreditor AgreementGuarantors are unable to complete on or prior to the Issue Date all filings and other similar actions required in connection with the perfection of such security interests, the Issuer and the Guarantors shall use their commercially reasonable efforts to complete such actions as soon as reasonably practicable (but no later than 180 days) after such date.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts and premiumpremium on, if any, on and interest, on, the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium on, if any, and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor Company to the Holders of NotesNotes or the Trustee under this Indenture and the Notes (including, without limitation, the Trustee and the Security Agent under this Indenture, the Notes and any Note GuaranteeGuarantees), according to the terms hereunder or thereunder, are secured as provided in the Collateral applicable Security Documents and which the Intercreditor AgreementCompany has entered into simultaneously with the execution of this Indenture. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral any applicable Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalfCollateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent Collateral Trustee to enter into the Pledge Agreements, the Collateral Documents and the Intercreditor Trust Agreement and any additional intercreditor agreement other applicable Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer Company will deliver to the Trustee copies of all documents delivered to the Security Agent Collateral Trustee pursuant to the Collateral Security Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be requirednecessary or proper, or which as may be required by the provisions of the Security Agent from time to time may reasonably requestDocuments, to assure and confirm to the Trustee that and the Collateral Trustee the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor Company will each take, and will cause their respective Restricted its Subsidiaries to take (including as may be requested by take, upon request of the Trustee) , any and all actions reasonably required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor Company hereunder, in respect of the Collateral, a valid and enforceable perfected Liens second-priority Lien in and on such all the Collateral, in favor of the Collateral ranking in right Trustee for the benefit of the Holders of Notes, superior to and priority prior to the rights of payment as set forth in the Intercreditor Agreement all third Persons and subject to no other Liens other than Priority Liens and Permitted Prior Liens. (b) The Company and each of the Guarantors agrees to perform their respective obligations under the Security Documents, as permitted by the same may in effect from time to time, in accordance with the terms of this Indenture and the Intercreditor Agreementthereof.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts premium and premium, if any, interest on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations First Lien Notes Obligations of the Issuer, the Co-Issuer and any Guarantor the Guarantors to the Holders of Notes, the Trustee and the Security Agent Secured Parties under this Indenture, the Notes Notes, the Guarantees and any Note Guaranteethe Security Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Collateral Documents and Security Documents, which define the terms of the Liens that secure the First Lien Notes Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee, the Company and the Co-Issuer hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust for the benefit of the Secured Parties and pursuant to the terms of this Indenture and the Security Documents. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure of Collateral) and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs the Security each Notes Collateral Agent to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will Subject to the Applicable Collateral Limitations, the Company shall deliver to the Trustee each Notes Collateral Agent copies of all documents delivered required to be filed pursuant to the Security Documents to which such Notes Collateral Agent pursuant to the Collateral Documentsis a party, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be requiredreasonably required by the next sentence of this Section 1401, or which to provide to the Notes Collateral Agents the security interest in the Collateral contemplated hereby and/or by the Security Agent Documents or any part thereof, as from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementconstituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each takeSubject to the Applicable Collateral Limitations, the Company shall, and will shall cause their respective Restricted the Subsidiaries to of the Company to, take (including as may be requested by the Trustee) any and all actions reasonably and make all filings (including, without limitation, the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant jurisdiction)) required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the First Lien Notes Obligations of the Issuer Co-Issuers and any Guarantor hereunderthe Guarantors to the Secured Parties, in respect of the Collateral, a valid and enforceable perfected Liens Lien and security interest in and on such all of the Collateral ranking (subject to the terms of the Security Documents), in right and priority favor of payment as set forth in the Intercreditor Agreement and Notes Collateral Agents for the benefit of the Secured Parties subject to no other Liens other than as permitted Permitted Liens. (b) Notwithstanding any provision hereof to the contrary, the provisions of this Article Fourteen are qualified in their entirety by the terms of Applicable Collateral Limitations and neither the Company, the Co-Issuer nor any Guarantor shall be required pursuant to this Indenture and or any Security Document to take any action limited by the Intercreditor AgreementApplicable Collateral Limitations.

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts of and premium, if any, interest on the Notes and any Note Guarantee Securities when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee Securities and performance of all other obligations Security Obligations of the Issuer Company and any Guarantor the Guarantors to the Holders of Notes, or the Trustee and or the Security Collateral Agent under this Indenture, the Notes Securities and any Note Guaranteethe Security Documents, according to the terms hereunder or and thereunder, are secured as provided in the Security Documents and the Intercreditor Agreement which define the terms of the Liens that secure the Security Obligations, and provide that the Liens granted thereunder secure the Obligations on a third-priority basis. The Trustee and the Company hereby acknowledge and agree that the Trustee or the Collateral Agent, as the case may be, holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents and the Intercreditor Agreement. Each Holder of NotesHolder, by its acceptance thereofaccepting a Security, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalfCollateral) as the same may be in effect or may be amended from time to time in accordance with its their terms and authorizes and directs the Security Collateral Agent to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Security Collateral Agent pursuant to the Collateral Security Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, required by this Section 12.01 to assure and confirm to the Trustee that and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee Securities secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each Company shall take, and will shall cause their respective Restricted its Subsidiaries to take (including as may be requested by the Trustee) take, any and all actions reasonably required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Security Obligations of the Issuer Company and any Guarantor hereunderthe Guarantors hereunder and thereunder, in respect of the Collateral, a valid and enforceable perfected Liens third-priority Lien (subject to Permitted Prior Liens) and security interest in and on such all the Collateral, in favor of the Collateral ranking Agent for the benefit of the Holders, in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by accordance with the terms of this Indenture the Security Documents and the Intercreditor Agreement.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts premium and premium, if any, interest on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations Obligations of the Issuer Company and any Guarantor the Guarantors to the Holders of Notes, or the Trustee and the Security Collateral Agent under this Indenture, the Notes and any Note GuaranteeDocuments, according to the terms hereunder hereof or thereunderthereof, are shall be secured as provided in the Security Documents, which define the terms of the Security Interests that secure the Obligations. The Collateral Documents Agent and the Intercreditor Agreement. Each Company and the Holder hereby acknowledge and agree that, as further set forth below, the Collateral Agent will hold the Collateral for the benefit of Notesthe Noteholders and the Collateral Agent. (b) Notwithstanding anything to the contrary herein, no inaccuracy or breach, as applicable, of any representation, warranty or covenant in this Note, the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by its acceptance thereofaccepting the Note, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalfCollateral) as the same may be in effect or may be amended amended, restated, supplemented or otherwise modified from time to time in accordance with its their terms and authorizes and directs this Note. Subject to the terms of the Security Agent to enter into Documents, the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will Company shall deliver to the Trustee Collateral Agent copies of all documents delivered required to be filed pursuant to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which reasonably required by the Security Documents, to provide to the Collateral Agent the Security Interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementconstituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured herebythereby, according to the intent and purposes herein therein expressed. The Issuer and . (d) Notwithstanding any Guarantor will each takeprovision hereof to the contrary, and will cause the provisions of this Section 11.1 are qualified in their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted entirety by the terms of the Security Documents and neither the Company nor any Guarantor shall be required pursuant to this Indenture and Note or any Security Document to take any action limited by the Intercreditor Agreementforegoing.

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts and premium, premium (if any, ) and interest on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations Obligations of the Issuer and any Guarantor the Guarantors to the Holders of NotesHolders, the Trustee and or the Security Notes Collateral Agent under this Indenture, the Notes Notes, the Note Guarantees, and any Note Guaranteethe Security Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Security Documents (upon the entry into such documents), which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreement. The Trustee, the Issuer and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and the Intercreditor Agreement. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure of Collateral) and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) Intercreditor Agreement, as the same each may be in effect or may be amended from time to time in accordance with its their terms and this Indenture, and authorizes and directs the Security Notes Collateral Agent to enter into the Collateral Security Documents and the Intercreditor Agreement prior to, on or following the Issue Date, and the Security Documents and the Intercreditor Agreement at any additional intercreditor agreement time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver On or following the Issue Date, but in any event no later than 90 days after the Issue Date or as promptly as reasonably practicable thereafter (or, to the Trustee copies of all documents delivered extent the Credit Obligations are outstanding, such longer period as the Administrative Agent may agree) and subject to the Security Agent pursuant to the Collateral DocumentsIntercreditor Agreement, and the Issuer and the Parent willGuarantors shall execute, and the Parent will cause each of its Restricted Subsidiaries to, do file or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit filing of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Security Documents in the Collateral and cause the Collateral Documents Requirement to be and remain satisfied; provided that to the extent a lien on Collateral that may be perfected solely by (i) the filing of a financing statement under and in connection with the UCC, (ii) by intellectual property filings with the United States Patent and Trademark Office and the Intercreditor Agreement to create United States Copyright Office and maintain, as security for the Obligations (iii) a pledge of the Issuer certificated equity interests that constitute Collateral by the delivery of a stock or equivalent certificate together with a stock power or similar instrument of transfer endorsed in blank, such Lien shall be granted and perfected on the Issue Date; provided, further, that for so long as there are outstanding any Guarantor hereunderCredit Obligations, in no actions shall be required to be taken with respect to the perfection of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth security interests in the Intercreditor Agreement and subject Collateral to no other Liens other than as permitted by the terms of this Indenture and extent such actions are not required to be taken with respect to the Intercreditor Credit Agreement.

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts of and premium, if any, interest on the Notes and any Note Guarantee Securities when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee Securities and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, Securities or the Trustee under this Indenture and the Security Agent under this Indenture, the Notes and any Note GuaranteeSecurities, according to the terms hereunder or thereunder, are shall be secured as provided in the Collateral Security Documents and which the Intercreditor AgreementIssuer has entered into simultaneously with the execution of this Indenture. Each Holder of NotesSecurities, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and Security Documents, the Intercreditor Agreement and any additional intercreditor agreement the Collateral Agency Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalfCollateral) as the same may be in effect or may be amended from time to time in accordance with its terms and terms, authorizes and directs the Security Agent Trustee (or Collateral Agent, if applicable), to enter into the Collateral Documents and Security Documents, the Intercreditor Agreement and any additional intercreditor agreement Collateral Agency Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, shall do or cause to be done all such acts and things as may be requirednecessary or proper, or which as may be required by the provisions of the Security Agent from time to time may reasonably requestDocuments, the Intercreditor Agreement and the Collateral Agency Agreement, to assure and confirm to the Trustee that and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee Securities secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each shall take, and will or shall cause their respective Restricted its Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, a valid and enforceable perfected Liens second priority Lien in and on such Collateral ranking all the Collateral, in right favor of the Trustee for its benefit and priority the ratable benefit of payment as set forth in the Intercreditor Agreement Holders of Securities, superior to and prior to the rights of all third Persons (other than the agent on behalf of the lenders under the Credit Facility and the Bond Trustee on behalf of the holders of the Secured Series 2002 Bonds) and subject to no Liens (other than Liens granted by the Issuer for purposes of securing its obligations under the Credit Facility and with respect to the Secured Series 2002 Bonds, Collateral Permitted Liens and any other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementSecurity Documents).

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Subsidiary Guarantor to the Holders of Notes, the Trustee and the Security Agent Trustee under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Collateral Security Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent Trustee to enter into any Collateral Security Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent Trustee to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will shall deliver to the Trustee copies of all documents delivered to the Security Agent Trustee pursuant to the Collateral Security Documents, and the Issuer and the Parent willshall, and the Parent will shall cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent Trustee from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent Trustee holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Security Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Subsidiary Guarantor will shall each take, and will shall cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Subsidiary Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor Agreement.

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts premium and premium, if any, interest on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations Obligations of the Issuer Company and any Guarantor the Guarantors to the Holders of NotesHolders, the Second Lien Collateral Agent or the Trustee and the Security Agent under this Indenture, the Notes Notes, the Guarantees, the Intercreditor Agreement and any Note Guaranteethe Security Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Security Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the Intercreditor Agreement. The Trustee, the Company and the Guarantors hereby acknowledge and agree that the Second Lien Collateral Agent holds the Collateral as security for the benefit of the Holders, the Trustee and the Second Lien Collateral Agent and pursuant to the terms of the Security Documents and the Intercreditor Agreement. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture and the Intercreditor Agreement, and authorizes and directs the Security Second Lien Collateral Agent to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewithAgreement. The Issuer will Company shall deliver to the Trustee Second Lien Collateral Agent copies of all documents delivered required to be filed pursuant to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which reasonably required by the Security Agent from time to time may reasonably requestnext sentence of this Section 12.01, to assure and confirm to the Trustee that Second Lien Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each takeCompany shall, and will shall cause their respective the Restricted Subsidiaries to of the Company (in each case at the expense of the Company or Restricted Subsidiary) to, take (including as may be requested by the Trustee) any and all actions reasonably and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer Company and any Guarantor hereunderthe Guarantors to the secured parties under this Indenture, in respect of the CollateralNotes, the Guarantees, the Intercreditor Agreement and the Security Documents, a valid and enforceable perfected Liens Lien and security interest in and on such all of the Collateral ranking in right and priority (subject to the terms of payment as set forth in the Intercreditor Agreement and the Security Documents), in favor of the Second Lien Collateral Agent for the benefit of the Holders and the Trustee subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementPermitted Liens.

Security Documents. The (a) In order to secure the due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, interest on the Notes and any Note Guarantee Notes, when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturityMaturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, ) on the Notes and any Note Guarantee and performance of all other obligations of Note Obligations, (i) the Issuer and any Guarantor to the Holders Subsidiary Guarantors have, on the Issue Date simultaneously with the execution and delivery of Notes, the Trustee and the Security Agent under this Indenture, entered into Collateral Documents granting the Notes Collateral Agent a Lien, subject only to Permitted Liens, on all property and any Note Guarantee, according to the terms hereunder or thereunder, are secured assets (except as provided in the Collateral Agency Agreement) that are subject to a Lien securing any Senior Obligations and (ii) the Issuer and the Subsidiary Guarantors agree that 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 the Collateral Agency Agreement) that in the future are subjected to a Lien to secure the Partnership’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 Collateral Agency Agreement and except for differences consistent with the forms of Collateral Documents and entered into on the Intercreditor Issue Date. (b) This Indenture and the Notes Collateral Documents (other than the Collateral Agency Agreement) are subject to the terms, limitations and conditions set forth in the Collateral Agency Agreement. Each Holder of Notes, by its acceptance thereofof a Note, consents is deemed to have consented and agrees agreed to the terms of the each Notes Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (includingDocument, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be originally in effect and as amended, supplemented or may be amended replaced from time to time in accordance with its terms or the terms of the Indenture or the Collateral Agency Agreement, to have authorized and authorizes and directs directed the Security Notes Collateral Agent to enter into the Notes Collateral Documents to which it is a party, and to have authorized and empowered the Intercreditor Agreement Notes Collateral Agent and any additional intercreditor agreement (through the Collateral Agency Agreement) the Collateral Agent to bind the Holders of Notes and other holders of Senior Obligations as set forth in the Collateral Documents to which they are a party and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documentsand powers thereunder, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as entering into amendments permitted by the terms of the Indenture, the Collateral Agency Agreement or the Collateral Documents. To the extent that any provision of this Indenture or any Collateral Document is not consistent with or contradicts the Collateral Agency Agreement, the Collateral Agency Agreement will govern. (c) Any Person which, after the Issue Date, becomes a Subsidiary Guarantor under this Indenture, shall, upon becoming a Subsidiary Guarantor under this Indenture, become a party to each applicable Collateral Document (on terms and conditions substantially the Intercreditor Agreementsame as the then current Collateral Documents) with respect to the assets or property of such Person that are Collateral.

Security Documents. The From and after the consummation of the Transactions and upon the execution and delivery of the Security Documents, the due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, or interest on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturityMaturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law)of, premium, if any, or interest on the Notes and any Note Guarantee and performance of all other obligations Obligations of the Issuer and any Guarantor the Guarantors to the Holders of Notes, or the Trustee and the Security Agent under this Indenture, such Notes, the Notes related Note Guarantees and any Note Guaranteethe Security Documents with respect to the Notes, according to the terms hereunder or thereunder, are shall be secured as provided in the Collateral Documents Security Documents, which define the terms of the Liens that secure the Notes Obligations. The Trustee, the Issuer and the Intercreditor Guarantors hereby acknowledge and agree that the Collateral Trustee holds the Collateral in trust for the benefit of the Holders, the Trustee, the Collateral Trustee and the other First Lien Secured Parties (as defined in the Collateral Trust Agreement) and pursuant to the terms of the Security Documents. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalfCollateral) as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture, and authorizes and directs each of the Security Agent Trustee and the Collateral Trustee to enter into the Collateral Security Documents to which it is named as a party on the Issue Date, and at any time after the Intercreditor Agreement and any additional intercreditor agreement Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. The Upon the execution and delivery of the Security Documents, the Issuer will shall deliver to the Collateral Trustee copies of all documents delivered required to be filed pursuant to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which reasonably required by the Security Agent from time to time may reasonably requestnext sentence of this Section 12.01, to assure and confirm to the Collateral Trustee that the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each takeshall, and will shall cause their respective Restricted Subsidiaries to the Guarantors to, take (including as may be requested by the Trustee) any and all actions reasonably and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any the Guarantor hereunderto the secured parties under this Indenture, in respect of the CollateralNotes, the Note Guarantees and the Security Documents, a valid and enforceable perfected Liens Lien and security interest in and on such all of the Collateral ranking (subject to the terms of the Security Documents), in right favor of the Collateral Trustee for the benefit of the Holders, the Trustee and priority of payment as set forth in the Intercreditor Agreement and Collateral Trustee subject to no other Liens other than as permitted by Permitted Liens. It is further understood and agreed that there shall be no Security Document (or other security agreements or pledge agreements) governed under the terms laws of this Indenture and the Intercreditor Agreementany non-U.S. jurisdiction.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts premium and premium, if any, interest on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations Obligations of the Issuer and any Guarantor the Guarantors to the Holders of Notes, or the Trustee and the Security Agent under this Indenture, the Notes Notes, the Note Guarantees, any Intercreditor Agreements and any Note Guaranteethe Security Documents, according to the terms hereunder or thereunder, are 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 Intercreditor Agreements. The Trustee, the Issuer and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and the any Intercreditor AgreementAgreements. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure of Collateral) and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture and any Intercreditor Agreements, and authorizes and directs the Security Notes Collateral Agent to enter into the Collateral Security Documents and on the Intercreditor Agreement and any additional intercreditor agreement Issue Date and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Security Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Issuer will shall deliver to the Trustee Notes Collateral Agent copies of all documents delivered required to be filed pursuant to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which reasonably required by the Security Agent from time to time may reasonably requestnext sentence of this Section 12.01, to assure and confirm to the Trustee that Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each takethe Guarantors shall, at their sole expense and will cause their respective Restricted Subsidiaries subject to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as other limitations set forth in Section 12.07, 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 Intercreditor Agreement Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and subject priority (or continuance thereof) of the security interests created or intended to no other Liens other than as permitted be created by the terms Security Documents in the Collateral. Such security interests will be created under the Security Documents and other security agreements, mortgages, deeds of this Indenture trust and other instruments and documents in form reasonably satisfactory to the Intercreditor AgreementTrustee.

Security Documents. The due To secure the full and punctual payment when due and the full and punctual performance of the principal ofObligations of the parties hereto, interestthe Issuer, Additional Amounts the Guarantors and premium, if anythe Notes Collateral Agent shall, on the Issue Date, enter into certain Notes and any Note Guarantee when and as the same shall Security Documents to be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest executed on the overdue principal of Issue Date and interest may enter into additional Notes Security Documents and Additional Amounts (take or cause to be taken all such actions as may be required to create, perfect and maintain, as security for the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations Obligations of the Issuer and any Guarantor the Guarantors to the Holders of NotesNotes Collateral Agent, the Trustee and the Security Agent Holders under this Indenture, the Notes, the Guarantees and the Notes Security Documents, a valid and any Note Guaranteeenforceable perfected first-priority Lien and security interest in all of the Collateral to the extent required by the Collateral and Guarantee Requirement in favor of the Notes Collateral Agent for its benefit and the benefit of the Trustee and the Holders, according subject to the terms hereunder or thereunder, are secured as provided in of the Collateral Notes Security Documents and the Intercreditor Agreementthis Indenture. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Notes Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalfCollateral) as the same each may be in effect or may be amended from time to time in accordance with its their terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementAgreements. To the extent any Lien or security interest required pursuant to this Indenture and the Notes Security Documents is not perfected by the Issue Date, the Issuer and the applicable Guarantors shall use their commercially reasonable efforts to perform all acts and things that may be required, to have all such Liens and security interests in the Collateral duly created and enforceable and perfected, to the extent required by this Indenture and the Notes Security Documents, as promptly as practicable and in any event within 120 days following the Issue Date (or such later date as the Bank Collateral Agent may have agreed to under the Senior Credit Facilities), with respect to Collateral that does not constitute Material Real Property, and within the time period specified under Section 10.09 with respect to Material Real Property.

Security Documents. The (a) From and after the Spin-Off Date, the due and punctual payment of the principal of, interest, Additional Amounts premium and premium, if any, interest on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations Notes Obligations of the Issuer and any Guarantor the Guarantors to the Holders of Notes, the Trustee and the Security Agent Notes Secured Parties under this Indenture, the Notes, the Guarantees and the Notes and any Note GuaranteeSecurity Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Collateral Documents and Notes Security Documents, which will define the terms of the Liens that secure the Notes Obligations, subject to the terms of the First Lien Pari Passu Intercreditor Agreement. The Trustee and the Issuer hereby acknowledge and agree that the Notes Collateral Agent will from and after the Spin-Off Date hold the Collateral in trust for the benefit of the Notes Secured Parties and pursuant to the terms of this Indenture and the Notes Security Documents. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Notes Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure of Collateral) and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) First Lien Pari Passu Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture and the First Lien Pari Passu Intercreditor Agreement, and authorizes and directs the Security Notes Collateral Agent to enter into the Collateral Notes Security Documents and the First Lien Pari Passu Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Subject to the Perfection Exceptions and the limitations set forth in the Notes Security Documents, from and after the Spin-Off Date, the Issuer will shall deliver to the Trustee Notes Collateral Agent copies of all documents delivered required to the Security Agent be filed pursuant to the Collateral Notes Security Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be requiredreasonably required by the next sentence of this Section 12.01, to provide to the Notes Collateral Agent the security interest in the Collateral contemplated hereby and/or by the Notes Security Documents or which the Security Agent any part thereof, as from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementconstituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Subject to the Perfection Exceptions and the limitations set forth in the Notes Security Documents, from and after the Spin-Off Date, the Issuer and any Guarantor will each takeshall, and will shall cause their respective Restricted the Subsidiaries to of the Issuer to, take (including as may be requested by the Trustee) any and all actions reasonably and make all filings (including, without limitation, the filing of UCC financing statements, continuation statements and amendments thereto) required to cause the Collateral Notes Security Documents and the Intercreditor Agreement to create and maintain, as security for the Notes Obligations of the Issuer and any Guarantor hereunderthe Guarantors to the Secured Parties, in respect of the Collateral, a valid and enforceable perfected Liens Lien and security interest in and on such all of the Collateral ranking (subject to the terms of the Notes Security Documents), in right and priority favor of payment as set forth in the Intercreditor Agreement and Notes Collateral Agent for the benefit of the Notes Secured Parties subject to no other Liens other than as permitted Permitted Liens. (b) Notwithstanding any provision hereof to the contrary, the provisions of this Section 12.01 are qualified in their entirety by the terms of Perfection Exceptions and neither the Issuer nor any Guarantor shall be required pursuant to this Indenture and or any Notes Security Document to take any action limited by the Intercreditor AgreementPerfection Exceptions.

Security Documents. The due and punctual payment of (a) Each Lender hereby authorizes the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Administrative Agent to enter into any Collateral Document on its behalf) as each of the same Security Documents and to take all actions contemplated thereby. All rights and remedies under the Security Documents may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs exercised by the Security Administrative Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee Lenders and the Holdersother beneficiaries thereof upon the terms thereof. With the consent of the Required Lenders, duly createdthe Administrative Agent may assign its rights and obligations as Administrative Agent under any of the Security Documents to any Affiliate of the Administrative Agent, enforceable and perfected Liens as contemplated hereby such Affiliate thereafter shall be entitled to (i) all the rights of the Administrative Agent under the applicable Security Document and (ii) all rights hereunder of the Administrative Agent with respect to the applicable Security Document. (b) In each circumstance where, under any provision of any Security Document, the Administrative Agent shall have the right to grant or withhold any consent, exercise any remedy, make any determination or direct any action by the Collateral Documents and Administrative Agent under such Security Document, the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, Administrative Agent shall act in respect of such consent, exercise of remedies, determination or action, as the Collateralcase may be, valid with the consent of and enforceable perfected Liens in and on at the direction of the Required Lenders; provided, however, that no such Collateral ranking in right and priority consent of payment as set forth the Required Lenders shall be required with respect to any consent, determination or other matter that is, in the Intercreditor Agreement Administrative Agent's judgment, ministerial or administrative in nature. In each circumstance where any consent of or direction from the Required Lenders is required, the Administrative Agent shall send to the Lenders a written notice setting forth a description in reasonable detail of the matter as to which consent or direction is requested and subject the Administrative Agent's proposed course of action with respect thereto. In the event the Administrative Agent shall not have received a response from any Lender within five (5) Business Days after the giving of such notice, such Lender shall be deemed to no other Liens other than as permitted have agreed to the course of action proposed by the terms of this Indenture and the Intercreditor AgreementAdministrative Agent.

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, on of, and interest on, the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturitythe Maturity Date, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on by the Notes Note Guarantor pursuant to its Guarantee, and any Note Guarantee the payment and performance of all other obligations Obligations of the Issuer and any Note Guarantor to the Holders of Notes, the Trustee under this Indenture and the Security Agent under this IndentureDocuments (the “Secured Obligations”), the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are shall be secured as provided in the Collateral Security Documents, which the Note Guarantor has entered into simultaneously with the execution of this Indenture and will be secured as provided in the Security Documents and the Intercreditor Agreementhereafter determined as required or permitted by this Indenture. Each Holder of NotesHolder, by its acceptance thereofof a Note, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement each Security Document (including, without limitation, the provisions providing for foreclosure and foreclosure, the provisions providing for release of Collateral collateral and authorizing the provisions providing for the automatic amendment or waiver of the Security Agent Documents, in each case, pursuant to enter into any Collateral Document on its behalf) the terms of the Intercreditor Agreement), as the same may be in effect or may be amended from time to time in accordance with its terms respective terms, and authorizes and directs the Security Collateral Agent and the Trustee to enter into the Collateral Documents and this Indenture, the Intercreditor Agreement and any additional intercreditor agreement and, to the extent applicable, the Security Documents to which it is a party and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver Collateral Agent hereunder shall have only such duties and responsibilities as are explicitly set forth herein, in the Intercreditor Agreement and in the respective Security Documents and no others; provided that the Collateral Agent hereunder shall only take action with respect to or under the Security Documents in accordance with the written instructions of the Trustee acting on behalf of the Holders, and shall apply any proceeds from the enforcement of any security as set forth therein subject in all cases to the Intercreditor Agreement. The provisions of Article 7 hereof relating to the Trustee copies of all documents delivered to the Security Agent pursuant acting in such capacity shall apply to the Collateral DocumentsAgent hereunder to the extent applicable. In addition, and the Issuer and the Parent willNote Guarantor, jointly and severally, hereby agree to indemnify the Collateral Agent hereunder on the same basis as their indemnity to the Trustee in Article 7 hereof with respect to actions taken or not taken by it in accordance with this Indenture and the Parent will cause each of its Restricted Subsidiaries to, Security Documents. The Note Guarantor shall do or cause to be done done, and the Issuer shall cause the Note Guarantor to do or cause to be done, all such acts and things as may be requirednecessary or proper, or which as may be required by the provisions of the Security Agent from time to time may reasonably requestDocuments or the Intercreditor Agreement, to assure and confirm to the Trustee that Collateral Agent the Security Agent holds, for security interest in the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as Collateral contemplated hereby and by the Collateral Documents and the Intercreditor AgreementSecurity Documents, 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 any Note Guarantee Secured Obligations secured hereby, according to the intent and purposes herein and xxxxxxx expressed. The Issuer and any Note Guarantor will each takeshall, and will the Issuer shall cause their respective Restricted Subsidiaries to the Note Guarantor to, take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the CollateralSecured Obligations, valid and enforceable enforceable, perfected (except as expressly provided herein or in the Security Documents) Liens in and on such all the Collateral, in favor of the Collateral ranking in right Agent, superior to and priority prior to the rights of payment as set forth in the Intercreditor Agreement all third Persons, and subject to no other Liens Liens, other than Permitted Liens as permitted by provided herein and therein; provided that, the Collateral Agent’s Lien securing the Secured Obligations shall be subordinated to the extent and pursuant to the terms of this Indenture and and, if applicable, the Intercreditor Agreement.

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts of and premiuminterest and Liquidated Damages, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts Liquidated Damages (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor Company to the Holders of Notes, Notes or the Trustee under this Indenture and the Security Agent under this Indenture, the Notes and any Note GuaranteeNotes, according to the terms hereunder or thereunder, are secured as provided in the Collateral Security Documents and the Intercreditor AgreementAgreement which the Company has entered into simultaneously with the execution of this Indenture and which are attached as Exhibits F and G hereto. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalfCollateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent Trustee, in its capacity as Collateral Agent, to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer Company will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be requirednecessary or proper, or which as may be required by the provisions of the Security Agent from time to time may reasonably requestDocuments or the Intercreditor Agreement, to assure and confirm to the Trustee that Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor Company will each take, and will cause their respective Restricted its Subsidiaries to take (including any and all actions required by applicable law or as may be reasonably required and requested by the Trustee) any and all actions reasonably required , to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor Company hereunder, in respect of the Collateral, a valid and enforceable perfected Liens second priority Lien to be defined by reference to Section 2.2 of the Security Agreement in and on such all the Collateral, in favor of the Collateral ranking in right Agent for the benefit of the Trustee and priority the Holders of payment as set forth in Notes, superior to and prior to the Intercreditor rights of all third Persons other than the rights of the Credit Agent and the lenders under the Credit Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementPermitted Liens.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts of and interest and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payabledue, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, otherwise and interest on whether by the overdue principal of and interest and Additional Amounts (Issuers pursuant to the extent permitted Notes or by law)the Guarantors or Affiliated Guarantors pursuant to the Guarantees, if any, on the payment of all other Notes Obligations and any Note Guarantee and the performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee Issuers and the Security Agent Guarantors under this Indenture, the Notes Notes, the Guarantees and any Note Guarantee, according to the terms hereunder or thereunder, are Security Documents (and other First-Priority Obligations if required thereby) shall be secured as provided in the Collateral Documents Security Documents, which the Issuers and the Intercreditor Agreementapplicable Guarantors and Affiliated Guarantors will enter into on the Issue Date and will be secured by Security Documents thereafter delivered as required or permitted by this Indenture. Each Holder of NotesThe Guarantors, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents applicable Affiliated Guarantors and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral DocumentsIssuers shall, and the Issuer and the Parent will, and the Parent will shall cause each of its Restricted their respective Subsidiaries to, do make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or cause required by the Security Documents to maintain (at the sole cost and expense of the Guarantors, Affiliated Guarantors, Issuers, and their respective 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 done all such acts and things as may be required, or which perfected under the Security Agent from time Documents) as a perfected security interest subject only to time may reasonably requestPermitted Liens and Liens permitted by Section 4.12. (b) Notwithstanding the foregoing, the Guarantors and applicable Affiliated Guarantors and the Issuers shall use commercially reasonable efforts to assure and confirm perfect all security interests in the Collateral (other than Excluded Property) on the Issue Date and, with respect to the Trustee that the Security Agent holdsany Collateral (other than Excluded Property), for which security interests have not been granted or perfected on the benefit of the Trustee and the HoldersIssue Date, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required use commercially reasonable efforts to cause the Collateral Documents and taking of additional actions required to grant or perfect the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth interest in the Intercreditor Agreement and subject Collateral required to no other Liens other than as permitted by the terms of be pledged under this Indenture and the Intercreditor AgreementSecurity Documents within 120 days following the Issue Date.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts premium and premium, if any, interest on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations Obligations of the Issuer and any Guarantor the Guarantors to the Holders of Notes, or the Trustee and the Security Agent under this Indenture, the Notes Notes, the Guarantees and any Note Guaranteethe Security Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Collateral Documents Security Documents, which define the terms of the Liens that secure the Notes Obligations, subject to the terms of the Intercreditor Agreement and any other Acceptable Intercreditor Agreement. The Trustee and the Issuer hereby acknowledge and agree that the Collateral Agent holds the security interest in the Collateral for the benefit of itself, the Holders and the Trustee and pursuant to the terms of this Indenture, the Security Documents, the Intercreditor Agreement and any other Acceptable Intercreditor Agreement. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral), the Intercreditor Agreement and any additional intercreditor agreement (includingother Acceptable Intercreditor Agreement, without limitationin each case, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture, the Intercreditor Agreement and any other Acceptable Intercreditor Agreement, and authorizes and directs the Security Collateral Agent to enter into the Collateral Documents and Security Documents, the Intercreditor Agreement and any additional intercreditor agreement other Acceptable Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will shall deliver to the Trustee Collateral Agent copies of all documents delivered required to be filed pursuant to the Security Agent pursuant Documents to which the Collateral DocumentsAgent is a party, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be requiredreasonably required by the next sentence of this Section 10.01, or which to provide to the Collateral Agent the security interest in the Collateral contemplated hereby and/or by the Security Agent Documents or any part thereof, as from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementconstituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each takeshall, and will shall cause their respective Restricted the Subsidiaries to of the Issuer to, take (including as may be requested by the Trustee) any and all actions reasonably and make all filings (including the filing of (i) UCC financing statements, continuation statements and amendments thereto and (ii) any intellectual property filings with the U.S. Patent and Trademark Office or U.S. Copyright Office, as applicable) required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Notes Obligations of the Issuer and any Guarantor hereunderthe Guarantors to the Notes Secured Parties, in respect of the Collateral, a valid and enforceable perfected Liens Lien and security interest in and on such all of the Collateral ranking (subject to the terms of the Intercreditor Agreement, any other Acceptable Intercreditor Agreement and the Security Documents), in right favor of the Collateral Agent for the benefit of the Holders and priority of payment as set forth in the Trustee subject to no Liens other than Permitted Liens. (b) Neither the Issuer nor any Guarantor shall be required pursuant to this Indenture or any Security Document to take any action that would be inconsistent with the Security Documents, the Intercreditor Agreement and subject to no or any other Liens other than as permitted by the terms of this Indenture and the Acceptable Intercreditor Agreement.

Security Documents. The (a) From and after the Issue Date and upon the execution and delivery of the First Lien/Second Lien Intercreditor Agreement and the other Security Documents, the due and punctual payment of the principal of, premium (including the Exit Premium), additional interest, Additional Amounts and premium, if any, or interest on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturitystated maturity thereof, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts of, premium (to including the extent permitted by lawExit Premium), additional interest, if any, or interest on the Notes and any Note Guarantee and performance of all other obligations Obligations of the Issuer and any Guarantor the Guarantors to the Holders of NotesHolders, the Trustee and or the Security Notes Collateral Agent under this Indenture, the Notes Notes, the related Guarantees, the First Lien/Second Lien Intercreditor Agreement and any Note Guaranteethe other Security Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Collateral Documents Security Documents, which define the terms of the Liens that secure the Notes Obligations, subject to the terms of the First Lien/Second Lien Intercreditor Agreement. (b) The Trustee, the Issuer and the Intercreditor Agreement. Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds a security interest in the Collateral for the benefit of the Notes Secured Parties pursuant to the terms of the Security Documents. (c) Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure of Collateral) and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) First Lien/Second Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture and the First Lien/Second Lien Intercreditor Agreement, and authorizes and directs the Security Notes Collateral Agent to enter into the Collateral Security Documents (including the First Lien/Second Lien Intercreditor Agreement) or joinders thereto, and at any time after the Intercreditor Agreement and any additional intercreditor agreement Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to . (d) [Reserved]. (e) [Reserved]. (f) It is further understood and agreed that there shall be no Security Document (or other security agreements or pledge agreements) governed under the Trustee copies laws of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor Agreementnon-U.S. jurisdiction.

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts of and premium, if any, and interest (including Additional Interest, if any) on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and premium, if any, and interest and (including Additional Amounts Interest, if any) (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations Obligations of the Issuer and any Guarantor EFIH to the Holders of Notes, Notes or the Trustee under this Indenture and the Security Agent under this Indenture, the Notes and any Note GuaranteeNotes, according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents Pledge Agreement and the Intercreditor Collateral Trust Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Pledge Agreement and any additional intercreditor agreement Collateral Trust Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalfCollateral) as the same may be in effect or may be amended from time to time in accordance with its their terms and authorizes and directs the Security Agent Collateral Trustee and/or the Trustee (as the case may be) to enter into the Pledge Agreement, the Collateral Documents and the Intercreditor Trust Agreement and any additional intercreditor agreement other Security Document and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will EFIH, at its own expense, shall deliver to the Trustee copies of all documents delivered to the Security Agent Collateral Trustee pursuant to the Pledge Agreement and Collateral DocumentsTrust Agreement, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, shall do or cause to be done all such acts and things as may be requirednecessary or proper, or which as may be required by the Security Agent from time to time may reasonably requestprovisions of the Pledge Agreement or the Collateral Trust Agreement, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee and the HoldersCollateral Trustee the security interest in the Collateral contemplated hereby, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor AgreementPledge Agreement or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each Subject to the terms of the Pledge Agreement, EFIH, at its own expense, shall take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by upon request of the Trustee) , any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Pledge Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor EFIH hereunder, in respect of the Collateral, a valid and enforceable perfected Liens Lien in and on such all the Collateral, in favor of the Collateral ranking in right Trustee for the benefit of the Holders of Notes and priority future permitted Parity Lien Obligations, superior to and prior to the rights of payment as set forth in the Intercreditor Agreement all third Persons and subject to no other Liens other than as Permitted Liens and other Liens permitted by the terms of this Indenture and the Intercreditor Agreementpursuant to Section 4.12 hereof.

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts and premiumpremium on, if any, on and interest, if any, on, the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium on, if any, and interest and Additional Amounts interest, if any (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor Company to the Holders of NotesNotes or the Trustee under this Indenture and the Notes (including, without limitation, the Trustee and the Security Agent under this Indenture, the Notes and any Note GuaranteeGuarantees), according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents and the Intercreditor AgreementSecurity Documents. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalfCollateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent Collateral Trustee and the Trustee to enter into the Collateral Security Documents and to which they are a party (including the Intercreditor Agreement and any additional intercreditor agreement CTA Amendment) and to perform its their respective obligations and exercise its their respective rights thereunder in accordance therewiththerewith (including in the case of the Trustee, to direct the Collateral Trustee to enter into the CTA Amendment). The Issuer At the expense of the Company, the Company will deliver to the Trustee copies of all documents delivered to the Security Agent Collateral Trustee pursuant to the Collateral Security Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be requirednecessary or proper, or which as may be required by the provisions of the Security Agent from time to time may reasonably requestDocuments, to assure and confirm to the Trustee that and the Collateral Trustee the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor At the written request of the Collateral Trustee, or as otherwise required by the Security Documents, the Company will each take, and will cause their respective Restricted Subsidiaries each Subsidiary Guarantor to take (including as may be requested by the Trustee) take, any and all actions reasonably required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor Company hereunder, in respect of the Collateral, a valid and enforceable perfected Liens first priority Lien in and on such all the Collateral ranking in right and priority of payment as set forth (subject to Permitted Liens) to the extent provided in the Intercreditor Agreement Security Documents, in favor of the Collateral Trustee for the benefit of the Holders of Notes, superior to and prior to the rights of all third Persons and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementPermitted Liens.

Security Documents. The due and punctual Following the Springing Lien Trigger Date, the payment of the principal of, accrued and unpaid interest, if any, premium, if any, and Additional Amounts and premiumAmount, if any, on the Notes and any Note Guarantee when and as the same shall be due and payabledue, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, otherwise and interest on whether by the overdue principal of and interest and Additional Amounts (Company pursuant to the extent permitted Notes or by law)a Note Guarantor pursuant to its Note Guarantee, if any, on the Notes payment of all other Obligations and any Note Guarantee and the performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee Company and the Security Agent Note Guarantors under this Indenturethe Note Documents and payment of any Other Second Priority Obligations, the Notes and any Note Guaranteeif any, according to the terms hereunder or thereunder, are will be secured as provided in the Collateral Security Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees (subject to the terms of the Collateral Documents Intercreditor Agreement) to be entered into by the Company, the Note Guarantors and the Intercreditor Agreement and any additional intercreditor agreement Collateral Agent (includingand, without limitationto the extent applicable, the provisions providing for foreclosure representative of the holders of Other Second Priority Obligations) in connection with the occurrence of the Springing Lien Trigger Date and release of Collateral and authorizing will be secured as provided in the Security Agent Documents thereafter delivered as required or permitted by this Indenture. Upon the occurrence of the Springing Lien Trigger Date, the Company shall, and shall cause each Note Guarantor to, and each Note Guarantor shall (subject to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and of the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Agreement), as promptly as practicable, execute such Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and take all other actions as are necessary or will be required by the Security Documents to render maintain (at the same available for sole cost and expense of the Company and the Note Guarantors) the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested interest created by the Trustee) Security Documents in the Collateral (other than with respect to any and all actions reasonably Collateral the security interest in which is not required to cause be perfected under the Collateral Documents and the Intercreditor Agreement to create and maintain, Security Documents) as a perfected security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor Agreementinterest.

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts premium and premium, if any, in- terest on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations Notes Obligations of the Issuer Company and any Guarantor the Guarantors to the Holders of NotesHolders, the Trustee and or the Security Notes Collateral Agent under this Indenture, the Notes Notes, the Guarantees, the Intercreditor Agreements and any Note Guaranteethe Security Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Security Documents, which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders, the Trustee and the Notes Collat- eral Agent and pursuant to the terms of the Security Documents and the Intercreditor AgreementAgreements. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure of Collateral) and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture and the Intercredi- tor Agreements, and authorizes and directs the Security Notes Collateral Agent to enter into the Collateral Security Documents on the date hereof and the Intercreditor Agreement Agreements on the Escrow Release Date, and at any additional intercreditor agreement time after Escrow Release Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will Company shall deliver to the Trustee Notes Collateral Agent copies of all documents delivered required to be filed pursuant to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which reasonably required by the Security Agent from time to time may reasonably requestnext sentence of this Section 11.01, to assure and confirm to the Trustee that Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according accord- ing to the intent and purposes herein expressed. The Issuer and any Guarantor will each takeCompany shall, and will shall cause their respective the Restricted Subsidiaries to of the Company to, take (including as may be requested by the Trustee) any and all actions reasonably and make all filings (including the filing of UCC or PPSA financing state- ments and continuation statements and amendments thereto and similar filings required under applicable law) re- quired to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Notes Obligations of the Issuer Compa- ny and any Guarantor hereunderthe Guarantors to the secured parties under this Indenture, in respect of the CollateralNotes, the Guarantees, the Intercreditor Agreements and the Security Documents, a valid and enforceable perfected Liens Lien and security interest in and on such all of the Collateral ranking in right and priority (subject to the terms of payment as set forth in the Intercreditor Agreement Agreements and the Security Documents), in favor of the Notes Collateral Agent for the benefit of the Holders, the Trustee and the Notes Collateral Agent subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementPermitted Liens.

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee Guarantees and the Security Agent under this Indenture, the other Notes and any Note Guarantee, according to the terms hereunder or thereunder, Obligations are secured as provided in the Security Documents (subject to the First Lien Intercreditor Agreement). Such security interests securing the Notes Obligations are granted to the Collateral Agent for the benefit of the Notes Secured Parties. The Trustee and the Issuers hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Notes Secured Parties and pursuant to the terms of the Security Documents and the First Lien Intercreditor Agreement. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure of Collateral) and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs the Security Collateral Agent to enter into the Collateral Security Documents and the First Lien Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will Issuers shall deliver to the Trustee Collateral Agent copies of all documents required to be delivered pursuant to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent Issuers will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which reasonably required by the Security Agent from time to time may reasonably requestnext sentence of this Section 12.01, to assure and confirm to the Trustee that Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each takeSubject to Section 12.06, the Issuers shall, and will shall cause their respective the Restricted Subsidiaries to of the Issuers to, take (including as may be requested by the Trustee) any and all actions reasonably and make all filings (including the filing of Uniform Commercial Code financing statements, continuation statements and amendments thereto) required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Notes Obligations to the Trustee, the Collateral Agent and the Holders of the Issuer Notes under this Indenture, the Notes, the Guarantees, the First Lien Intercreditor Agreement and any Guarantor hereunderthe Security Documents (to the extent required hereby and thereby), in respect of the Collateral, a valid and enforceable perfected Liens Lien and security interest in and on such all of the Collateral ranking in right and priority (subject to the terms of payment as set forth in the First Lien Intercreditor Agreement and the Security Documents), in favor of the Collateral Agent for the benefit of the Notes Secured Parties, subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementPermitted Liens.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts and premiumpremium on, if any, on interest and Additional Amounts, if any, on, the Notes and any Note Guarantee the Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and of, premium on, if any, interest and Additional Amounts Amounts, if any (to the extent permitted by law), if any, on the Notes and any Note Guarantee Notes, the Guarantees and performance of all other obligations of the Issuer and any Guarantor the Guarantors to the Holders of Notes, or the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, the Guarantees according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents Intercreditor Agreement, the ABL Intercreditor Agreement, any Additional Intercreditor Agreement and the Intercreditor AgreementSecurity Documents. Each Holder of NotesHolder, by its acceptance thereof, of a Note: (i) consents and agrees to the terms of the Collateral Documents and Intercreditor Agreement, the ABL Intercreditor Agreement, any Additional Intercreditor Agreement and any additional intercreditor agreement the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral Liens and authorizing the Security Agent to enter into any Collateral Security Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and (ii) authorizes and directs the Security Agent to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Security Documents, and, subject to the Agreed Security Principles, the Issuer and the Guarantors will, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be requirednecessary or proper, or which as may be required by the provisions of the Security Agent from time to time may reasonably requestDocuments, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor AgreementSecurity Documents, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee the Guarantees secured herebythereby, according to the intent and purposes herein expressed. The Subject to the Agreed Security Principles, the Intercreditor Agreement and the ABL Intercreditor Agreement, the Issuer and any Guarantor the Guarantors will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by upon request of the Trustee) , any and all actions reasonably required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations obligations of the Issuer and any Guarantor hereunderunder the Notes, in respect of the Collateral, a valid and enforceable perfected Liens Lien (i) on the Collateral held by the ABL Guarantors in accordance with the relative priorities set forth in the ABL Intercreditor Agreement and the Intercreditor Agreement and (ii) on such the Collateral ranking held by the Guarantors other than the ABL Guarantors in right and priority of payment as accordance with the relative priorities set forth in the Intercreditor Agreement. ​ (b) Without prejudice to the provisions of the Intercreditor Agreement or the ABL Intercreditor Agreement, each of the Issuer, the Trustee and the Holders agree that the Security Agent shall be the joint creditor (together with the Holders) of each and every obligation ​ ​ ​ of the parties hereto under the Notes and this Indenture, and that accordingly the Security Agent will have its own independent right to demand performance by the Issuer of those obligations, except that such demand shall only be made with the prior written consent of the Trustee or as otherwise permitted under the Intercreditor Agreement or the ABL Intercreditor Agreement. However, any discharge of such obligation to the Security Agent, on the one hand, or to the Trustee or the Holders, as applicable, on the other hand, shall, to the same extent, discharge the corresponding obligation owing to the other. (c) Each Holder, by accepting a Note, shall be deemed (i) to have authorized the Security Agent to enter into the Security Documents, the Intercreditor Agreement, the ABL Intercreditor Agreement and subject any Additional Intercreditor Agreement entered into in compliance with Section 4.11 and (ii) to no other Liens other than be bound thereby. Each Holder, by accepting a Note, appoints the Security Agent as permitted its trustee under the Security Documents and authorizes it to act on such Xxxxxx’s behalf. The Trustee hereby acknowledges that the Security Agent is authorized to act under the Security Documents on behalf of the Trustee, with the full authority and powers of the Trustee thereunder, in accordance with the Intercreditor Agreement and the ABL Intercreditor Agreement. The Security Agent is hereby authorized to exercise such rights, powers and discretions as are specifically delegated to it by the terms of this Indenture the Security Documents, including the power to enter into the Security Documents, as trustee on behalf of the Holders and the Trustee, in accordance with the Intercreditor Agreement and the ABL Intercreditor Agreement., together with all rights, powers and discretions as are reasonably incidental thereto or necessary to give effect to the trusts created thereunder. The Security Agent shall however at all times be entitled to seek directions from the Trustee and shall be obligated to follow those directions if given (but the Trustee shall not be obligated to give such directions unless directed in accordance with this Indenture). ​ (d) Neither the Trustee nor the Security Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any property securing the Notes, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Security Documents or any delay in doing so. ​

Security Documents. The due Noteholder Parties and punctual payment of the principal ofother Secured Parties authorize the Collateral Agent and the Trustee to release any Collateral or Guarantors in accordance with Section 15.12 or if approved, interest, Additional Amounts authorized or ratified in accordance with Section 13.01. The Noteholder Parties and premium, if any, on the Notes other Secured Parties hereby authorize and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, instruct the Trustee and the Security Collateral Agent to, without any further consent of any Noteholder Party or any other Secured Party (other than the reasonable consent of the Required Noteholder Parties to the form of any such Acceptable Intercreditor Agreement or Permitted Junior Intercreditor Agreement, to the extent required by the applicable definitions thereof), enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify any Acceptable Intercreditor Agreement, any Permitted Junior Intercreditor Agreement or any other intercreditor agreement, in each case that is contemplated or permitted by Sections 8.02(j) or 8.02(hh), in each case, with the collateral agent or other representatives of the holders of Indebtedness that is to be secured by a Lien on the Collateral that is expressly permitted (including with respect to priority) under this Indenture, Indenture and to subject the Notes and any Liens on the Collateral securing the Note Guarantee, according Obligations to the terms hereunder or thereunderprovisions thereof (any of the foregoing, are secured as provided in the Collateral Documents an “Intercreditor Agreement”). The Noteholder Parties and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement other Secured Parties agree that (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalfx) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as Agent may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations rely exclusively on an Officer’s Certificate of the Issuer as to whether any such other Liens are expressly permitted and any Guarantor hereunder, in respect that all covenants and conditions precedent to the execution of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement have been complied with and subject to no other Liens other than as permitted (y) any Intercreditor Agreement entered into by the Trustee or the Collateral Agent in compliance with the terms of this Indenture shall be binding on the Secured Parties, and each Noteholder Party and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any Indebtedness not prohibited by Section 8.01 hereof to extend credit to the Note Parties and such persons are intended third-party beneficiaries of such provisions. For the avoidance of doubt, this Section 15.09 shall not limit in any manner the right of the Required Noteholder Parties to reasonably agree to the form and substance of any Intercreditor Agreement.

Security Documents. The due and punctual payment of the principal of, interest, of and interest and Additional Amounts and premiumInterest, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts Interest (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor Company to the Holders of Notes, Notes or the Trustee under this Indenture and the Security Agent under this Indenture, the Notes and any Note GuaranteeNotes, according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents and the Intercreditor AgreementSecurity Documents. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalfShared Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent Collateral Trustee to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer Company will deliver to the Trustee copies of all documents delivered to the Security Agent Collateral Trustee pursuant to the Collateral Security Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be requirednecessary or proper, or which as may be required by the provisions of the Security Agent from time to time may reasonably requestDocuments, to assure and confirm to the Trustee that and the Collateral Trustee the security interest in the Shared Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor Company will each take, and will cause their respective Restricted its Subsidiaries to take (including as may be requested by the Trustee) take, any and all actions reasonably required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor Company hereunder, in respect of the Collateral, a valid and enforceable perfected Liens first priority Lien in and on such all the Shared Collateral, in favor of the Collateral ranking in right Trustee for the benefit of the Holders of Notes, superior to and priority prior to the rights of payment as set forth in the Intercreditor Agreement all third Persons and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementPermitted Liens.

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts and premium, interest and Additional Amounts, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, Notes or the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Collateral Security Documents and Priority Agreement which the Intercreditor AgreementIssuer and the Guarantors have entered into prior to or simultaneously with the execution of this Indenture. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Priority Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Security Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent (including, for the purpose of the Security Documents governed by Italian law, as a “mandatario con rappresentanza”) to enter into the Collateral Security Documents and the Intercreditor Priority Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Security Documents, and the Issuer and the Parent Wind will, and the Parent Wind will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee Holders and the HoldersTrustee, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Security Documents and the Intercreditor Priority Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Security Documents and the Intercreditor Priority Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment with the respective rankings as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms definition of this Indenture and the Intercreditor Agreement“Collateral.”

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (a) In order to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for secure the Obligations of the Issuer Borrowers, the Parent will pledge as collateral to the Administrative Agent, as collateral agent, the capital stock in each of the following Subsidiaries of the Parent: Willxxxx Xxxanced Materials Inc., a New York corporation, Circuits Processing Technologies, Inc., a California corporation, Technical Materials, Inc., an Ohio corporation, and Brush International, Inc., an Ohio corporation. In connection with the foregoing stock pledges, the Borrowers will deliver for possession by the Administrative Agent, as collateral agent, the stock certificate(s) representing 100% of the capital stock of such Subsidiaries and execute and deliver to the Administrative Agent, as collateral agent, the Pledge Agreement in the form attached hereto as Exhibit F. The Borrowers will also pledge as collateral to the Administrative Agent, as collateral agent, the capital stock of, or other equity or ownership interest in, any Guarantor hereunderexisting Domestic Subsidiary that becomes a Material Subsidiary after the date of this Agreement and of any Domestic Subsidiary created or acquired by a Borrower or any Domestic Subsidiary after the Effective Date. The above-described pledges of capital stock shall grant to the Administrative Agent, as collateral agent, a first priority perfected lien on 100% of the capital stock of each such Domestic Subsidiary that is owned by a Borrower or Domestic Subsidiary, as the case may be. (b) In order to secure the Obligations of the Borrowers, the Borrowers will require and cause any Domestic Subsidiary that becomes a Material Subsidiary after the date of this Agreement to execute and deliver to the Administrative Agent a Guaranty substantially in the form attached as Exhibit G. (c) On or before August 31, 2000, the Parent shall execute and deliver to NCB a guaranty of the Parent in substantially the form attached as Exhibit G under which the Parent will agree to guarantee the obligations of Brush Wellxxx xx respect of the Collateraltwo interest rate swap transactions between NCB and Brush Wellxxx xxxcribed on Annex III that relate to Confirmations dated December 6, valid 1996, and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth February 27, 1998, in the Intercreditor Agreement notional amounts of $60,911,908 and subject $54,818,486, respectively, in form and substance reasonably satisfactory to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementNCB.

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts premium and premium, if any, interest on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations Obligations of the Issuer and any Guarantor Grantors to the Holders of NotesHolders, the Trustee and or the Security Notes Collateral Agent under this Indenture, the Notes Notes, the Guarantees (other than the Guarantee of HGV Parent), the Equal Priority Intercreditor Agreement, the Junior Lien Intercreditor Agreement, if any, and any Note Guaranteethe Security Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Security Documents, which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Equal Priority Intercreditor Agreement. The Trustee and the Grantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and the Equal Priority Intercreditor Agreement. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure of Collateral) and release of Collateral the Equal Priority Intercreditor Agreement and authorizing the Security Agent to enter into any Collateral Document on its behalf) Junior Lien Intercreditor Agreement, if any, each as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture, and authorizes and directs the Security Notes Collateral Agent to enter into the Collateral Security Documents and the Equal Priority Intercreditor Agreement on the Issue Date, and the Security Documents and the Junior Lien Intercreditor Agreement, if any, at any additional intercreditor agreement time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will shall deliver to the Trustee Notes Collateral Agent copies of all documents delivered required to be filed pursuant to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which reasonably required by the Security Agent from time to time may reasonably requestnext sentence of this Section 15.01, to assure and confirm to the Trustee that Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer On or following the Issue Date and any Guarantor will each takesubject to the Equal Priority Intercreditor Agreement, the Grantors shall reasonably promptly execute, file and will cause their respective Restricted Subsidiaries to take record (including as may be requested by the Trusteeif applicable) any and all actions reasonably further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Security Documents in the Collateral and cause the Collateral and Guarantee 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 the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Senior Secured Credit Facilities. Such security interests and Liens will be created under the Security Documents and the Intercreditor Agreement to create other security agreements and maintain, as security for the Obligations of the Issuer other instruments and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor Agreementdocuments.

Security Documents. (1) The due and punctual payment of the principal of, interest, Additional Amounts premium and premium, if any, interest on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations Obligations of the Issuer and any Guarantor the Guarantors to the Holders of Notes, or the Trustee and the Security Agent under this Indenture, the Notes Notes, the Note Guarantees, the Intercreditor Agreements and any Note Guaranteethe Security Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Security Documents, which define the terms of the Liens that secure the Secured Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Issuer and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and the Intercreditor AgreementAgreements. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure of Collateral) and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Security Notes Collateral Agent to enter into the Collateral Security Documents and the Equal Priority Intercreditor Agreement and any additional intercreditor agreement on the Issue Date and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Security Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Issuer will shall deliver to the Trustee Notes Collateral Agent copies of all documents delivered required to be filed pursuant to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which reasonably required by the Security Agent from time to time may reasonably requestnext sentence of this Section 14.01, to assure and confirm to the Trustee that Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each takethe Guarantors shall, and will cause at their respective Restricted Subsidiaries to sole expense, take all actions (including as filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be requested 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. (2) It is understood and agreed that prior to the discharge of the Senior Credit Facility Obligations, to the extent that the Senior Credit Facilities Collateral Agent is satisfied with or agrees to any and all actions reasonably deliveries or documents required to cause be provided in respect of any matters relating to the Collateral Documents or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date)), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the Intercreditor judgment of the Senior Credit Facilities Collateral Agent in respect of any such matters under the Senior Credit Facilities shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents. (3) To the extent that the Lien on any Collateral is not or cannot be created and/or perfected on the Issue Date (other than (i) by the execution and delivery of the Security Agreement to create by the Issuer and maintainthe Guarantors, as security for (ii) a Lien on Collateral that is of the Obligations type that may be perfected by the filing of a financing statement under the UCC and (iii) a Lien on the Equity Interests of the Issuer and any Guarantor hereundereach Restricted Subsidiary required to be pledged pursuant to the Security Agreement that may be perfected on the Issue Date by the delivery of a stock or equivalent certificate (together with a stock power or similar instrument endorsed in blank for the relevant certificate)), in respect each case after the Issuer’s use of commercially reasonably efforts to do so or without undue burden or expense, the Collateral, valid and enforceable perfected Liens in and on Issuer shall take all necessary actions to create and/or perfect such Collateral ranking in right and priority of payment as set forth in Lien pursuant to arrangements to be mutually agreed between the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture Issuer and the Intercreditor AgreementControlling Collateral Agent acting reasonably.

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts of and premium, interest and Additional Amounts, if any, on the Notes and any the Note Guarantee Guarantees when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by lawLaw), if any, on the Notes and any the Note Guarantee Guarantees, and performance of all other monetary obligations of the Issuer and any Guarantor the Guarantors to the Holders of Notes, Notes or the Trustee and the Security Agent under this Indenture, the Notes and any or the Note GuaranteeGuarantees, according to the terms hereunder or thereunder, are secured as provided in the Collateral Security Documents and the Group Intercreditor AgreementDeed. Each Holder of NotesHolder, by its acceptance thereof, consents and agrees to the terms of the Collateral Security Documents and the Group Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) Deed as the same may be in effect or may be amended from time to time in accordance with its terms their terms, and authorizes 163 and directs the Trustee and the Security Agent Trustee to enter into the Collateral relevant Security Documents and the Group Intercreditor Agreement and any additional intercreditor agreement Deed (as applicable) and to perform its their respective obligations and exercise its their respective rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent Trustee pursuant to the Collateral DocumentsSecurity Documents and the Group Intercreditor Deed (as applicable). Each of the Company, and the Issuer and the Parent willGuarantors will take, and the Parent will cause each of its Restricted respective Subsidiaries toto take, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit upon request of the Trustee and the HoldersSecurity Trustee, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Security Documents and the Group Intercreditor Agreement Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer and any Guarantor the Guarantors hereunder, in respect of the Collateral, a valid and enforceable perfected Liens Lien in and on such the relevant Collateral ranking in right and priority favor of payment the Trustee or the Security Trustee, as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor Agreementcase may be.

Security Documents. The due and punctual payment of the principal of, interest, of and interest (including Additional Amounts and premiumInterest, if any, ) on the Notes and any Note Guarantee Securities when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and (including Additional Amounts (to the extent permitted by law)Interest, if any, ) on the Notes and any Note Guarantee Securities and performance of all other obligations of the Issuer Company and any Guarantor the Note Guarantors to the Holders of Notes, or the Trustee under this Indenture and the Security Agent under this Indenture, the Notes and any Note GuaranteeSecurities, according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents and Security Documents, subject to the terms of the Intercreditor Agreement. Each Holder of NotesHolder, by its acceptance thereof, consents and agrees to all of the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, including the provisions providing for foreclosure and release of Collateral Collateral) and authorizing the Security Agent to enter into any Collateral Document on its behalf) Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with its their terms and authorizes and directs the Security Collateral Agent to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will Company shall deliver to the Trustee (if it is not then the Collateral Agent) copies of all documents delivered to the Security Collateral Agent pursuant to the Collateral Security Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which required by the Security Agent from time to time may reasonably requestnext sentence of this Section 10.01, to assure and confirm to the Trustee that and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee Securities secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each Company shall take, and will shall cause their respective its Restricted Subsidiaries to take (including as may be requested by the Trustee) take, any and all actions reasonably required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer Company and any Guarantor the Note Guarantors hereunder, in respect of the Collateral, a valid and enforceable perfected Liens second-priority Lien and security interest in and on such all the Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and (subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor Agreement), in favor of the Collateral Agent for the benefit of the Holders, second in priority (subject to Permitted Liens) to any and all security interests at any time granted in the Collateral to secure Credit Agreement Obligations.

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, on of, and interest on, the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee under this Indenture, and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are Obligations shall be secured as provided in the Collateral Documents Security Documents. The Trustee, the Company and the Intercreditor Agreement. Each Holder Subsidiary Guarantors hereby consent and agree that, with respect to that portion of Notesthe Collateral in which the security interest is being perfected by possession, by its acceptance thereof, consents and agrees to the Revolving Credit Agent and/or the Senior Secured Notes Agent shall hold the Collateral for the benefit of the Trustee in accordance with the terms of the Collateral Documents and Intercreditor Agreement, for the Intercreditor purpose of perfecting the Trustee's security interest therein for so long as any obligations or commitments outstanding under the Revolving Credit Agreement and any additional intercreditor agreement (including, without limitation, or the provisions providing for foreclosure and release of Collateral and authorizing obligations under the Security Agent to enter into any Collateral Document on its behalf) as Senior Secured Note Purchase Agreement or the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewithSenior Secured Notes. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral DocumentsCompany shall, and the Issuer and the Parent will, and the Parent will shall cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be requirednecessary or proper, or which as may be required by the provisions of the Security Agent from time to time may reasonably requestDocuments, to assure and confirm to the Trustee that Collateral Agent the Security Agent holds, for security interest in the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as Collateral contemplated hereby and by the Collateral Documents and the Intercreditor AgreementSecurity Documents, 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 and any Note Guarantee secured herebythereby, according to the intent and purposes herein and therein expressed. The Issuer Company shall, and any Guarantor will shall cause each of its Restricted Subsidiaries to, take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by upon request of the Trustee) Trustee or the Collateral Agent, any and all actions reasonably required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the CollateralObligations, valid and enforceable enforceable, perfected (except as expressly provided herein or therein), Liens in and on such all the Collateral, in favor of the Collateral ranking in right Agent, superior to and priority prior to the rights of payment as set forth in the Intercreditor Agreement all third Persons, and subject to no other Liens Liens, other than as permitted provided herein and therein. Each Holder of a Note, by its acceptance thereof, consents and agrees to the terms of this Indenture the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for the foreclosure and release of Collateral and indemnification of the Collateral Agent) as the same may be in effect or may be amended from time to time in accordance with their terms, and authorizes and directs (i) the Collateral Agent, with respect to each of the Security Documents, and (ii) the Trustee, with respect to the Intercreditor Agreement, to perform their respective obligations and exercise their respective rights thereunder in accordance therewith; PROVIDED, HOWEVER, that upon qualification of this Indenture with the TIA, if any provision of the Intercreditor Agreement limits, qualifies or conflicts with the duties imposed by the provisions of the TIA, the TIA shall control.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts premium and premium, if any, interest on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations Obligations of the Issuer and any Guarantor the Guarantors to the Holders of NotesHolders, the Trustee and or the Security Notes Collateral Agent under this Indenture, the Notes Notes, the Note Guarantees, the First Lien Intercreditor Agreement, the Junior Lien Intercreditor Agreement, if any, and any Note Guaranteethe Security Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Security Documents, which define the terms of the Liens that secure First Lien Notes Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee, the Issuer and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and the First Lien Intercreditor Agreement. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure of Collateral) and release of Collateral the First Lien Intercreditor Agreement and authorizing the Security Agent to enter into any Collateral Document on its behalf) Junior Lien Intercreditor Agreement, if any, each as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture, and authorizes and directs the Security Notes Collateral Agent to enter into the Collateral Security Documents and the First Lien Intercreditor Agreement on the Issue Date, and the Security Documents and the Junior Lien Intercreditor Agreement, if any, at any additional intercreditor agreement time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will shall deliver to the Trustee Notes Collateral Agent copies of all documents delivered required to be filed pursuant to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which reasonably required by the Security Agent from time to time may reasonably requestnext sentence of this Section 12.1, to assure and confirm to the Trustee that Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The On or following the Issue Date and subject to the First Lien Intercreditor Agreement, the Issuer and any Guarantor will each takethe Guarantors shall execute, and will file or cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) filing of any and all actions reasonably further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Security Documents in the Collateral and cause the Collateral Documents 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 Intercreditor Agreement to create and maintain, as security for the Obligations perfection of the Issuer and any Guarantor hereundersecurity interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. (b) Notwithstanding anything to the contrary herein, the security interests in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment securing the Notes (other than as set forth in the following proviso) will not be required to be in place on the Issue Date and will not be perfected on such date, but will be required to be put in place no later than 90 days after the Issue Date or as promptly as reasonably practicable thereafter; provided, however, the perfection of the security interests (1) in the certificated Capital Stock of the Company and, to the extent received by the Company after use of its commercially reasonable efforts to obtain such certificates, the Company’s Wholly Owned Domestic Subsidiaries will be required to be delivered on the Issue Date (it being understood that delivery to the Bank Collateral Agent in accordance with the Intercreditor Agreement shall satisfy this obligation) and subject (2) in other assets with respect to no other Liens other than as permitted which a Lien may be perfected by the terms filing of this Indenture and a UCC financing statement (or equivalent), which UCC financing statement (or equivalent) will be required to be filed as of the Intercreditor AgreementIssue Date.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts premium and premium, if any, interest on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations Obligations of the Issuer and any Guarantor the Guarantors to the Holders of NotesHolders, the Trustee and or the Security Notes Collateral Agent under this Indenture, the Notes Notes, the Guarantees, the First Lien Intercreditor Agreement, the Junior Lien Intercreditor Agreement, if any, and any Note Guaranteethe Security Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Collateral Documents Security Documents, which define the terms of the Liens that secure First Lien Notes Obligations, subject to the terms of the First Lien Intercreditor Agreement and the Junior Lien Intercreditor Agremeent, if any. The Trustee, the Issuer and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents, including the First Lien Intercreditor Agreement and the Junior Lien Intercreditor Agreement, if any. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure of Collateral) and release of Collateral the First Lien Intercreditor Agreement and authorizing the Security Agent to enter into any Collateral Document on its behalf) Junior Lien Intercreditor Agreement, if any, each as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture, and authorizes and directs the Security Notes Collateral Agent to enter into the Collateral Security Documents and the First Lien Intercreditor Agreement on the date of this Indenture, and the Security Documents and the Junior Lien Intercreditor Agreement, if any, at any additional intercreditor agreement time after the date of this Indenture, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will shall deliver to the Trustee Notes Collateral Agent copies of all documents delivered required to be filed pursuant to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which reasonably required by the Security Agent from time to time may reasonably requestnext sentence of this Section 11.01, to assure and confirm to the Trustee that Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The . (b) Notwithstanding anything to the contrary herein, the actions required to be taken by the Issuer and any each Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintainperfect security interests in Collateral constituting real property shall be governed by Section 11.11. (c) It is understood and agreed that prior to the Discharge of First Lien Obligations, as security for to the Obligations of extent that the Issuer and Bank Collateral Agent is satisfied with or agrees to any Guarantor hereunder, deliveries or documents required to be provided in respect of any matters relating to the CollateralCollateral or makes any determination in respect of any matters relating to the Collateral (including, valid without limitation, extensions of time or waivers for the creation and enforceable perfected Liens perfection of security interests in, or the obtaining of title insurance, surveys, legal opinions or other deliverables with respect to, particular assets or the provision of any Guarantee by any Subsidiary (including in and on connection with assets acquired, or Subsidiaries formed or acquired, after the date of this Indenture) where it determines that such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by the Credit Agreement), the corresponding terms of this Indenture and the Intercreditor Agreementrelated Security Documents shall be deemed to have been satisfied upon receipt of such deliveries and/or documents by the applicable Notes Secured Parties, and the determination of the Bank Collateral Agent in respect of any such matters under the Credit Agreement and the related security documents shall be applicable in respect of such matters under this Indenture and the Security Documents; provided, that the Issuer shall have promptly delivered to the Trustee and the Notes Collateral Agent an Officer’s Certificate, upon which the Trustee and the Notes Collateral Agent shall be permitted to conclusively rely, setting forth in reasonable detail a description of any such agreement or determination by the Bank Collateral Agent with respect to the Collateral, and until the Trustee and Notes Collateral shall have received such an Officer’s Certificate, the express requirements of this Indenture and the Security Documents with respect to the Collateral shall continue to be applicable.

Security Documents. The due Each Lender hereby irrevocably authorizes and punctual payment directs the Collateral Agent to execute and deliver, or ratifies the execution and delivery by the Collateral Agent of, the Reaffirmation Agreement, the Guarantee and Collateral Agreement, the Lenders Lien Subordination and Intercreditor Agreement, the Lien Subordination and Intercreditor Agreement and each other Security Document and hereby irrevocably authorizes and directs the Collateral Agent to carry out the provisions thereof and exercise the authority conferred upon it therein. Each Lender, by executing and delivering this Agreement, acknowledges receipt of a copy of the principal of, interest, Additional Amounts Reaffirmation Agreement and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations Collateral Agreement and approves and agrees to be bound by and to act in accordance with the terms and conditions of the Issuer and any Guarantor to the Holders of NotesReaffirmation Agreement, the Trustee Guarantee and Collateral Agreement and each other Security Document insofar as they relate to or require performance by the Lenders, specifically including (i) the provisions of Article VII of the Guarantee and Collateral Agreement (governing the exercise of remedies under the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents and the Intercreditor Agreement. Each Holder distribution of Notesthe proceeds realized from such exercise), by its acceptance thereof, consents (ii) the provisions of Articles IX and agrees X of the Guarantee and Collateral Agreement (relating to the terms duties and responsibilities of the Collateral Documents Agent thereunder and providing for the indemnification and the Intercreditor Agreement reimbursement of expenses of the Collateral Agent thereunder by the Lenders), and any additional intercreditor agreement (including, without limitation, iii) the provisions of Section 12.13 of the Guarantee and Collateral Agreement (providing for foreclosure releases of Guarantees of and release Collateral securing the Obligations). Each party hereto further agrees that the foregoing provisions of the Guarantee and Collateral Agreement shall apply to each other Security Document. In the event that the Borrower shall incur Indebtedness to refinance or replace Indebtedness under the First Lien Agreement in compliance with Sections 6.01 and authorizing 6.06, each Lender hereby irrevocably authorizes and directs the Security Collateral Agent to enter into any Collateral Document an intercreditor agreement on its behalf) as substantially the same may be terms as those of the Lenders Lien Subordination and Intercreditor Agreement (as in effect at the time of such refinancing or may be amended from time to time in accordance replacement) with its terms and authorizes and directs the holders of such Indebtedness or their representative. Without limiting any other authority conferred upon the Collateral Agent under the Security Agent to enter into Documents, the Collateral Agent is authorized to release from the Lien of the Security Documents ancillary structures on Mortgaged Properties that the Borrower advises are not of material value and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver not critical to the Trustee copies of all documents delivered activities conducted on such Mortgaged Properties if such releases will avoid the need to the Security Agent pursuant to the Collateral Documentsobtain flood insurance that would otherwise be required under applicable law, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit including Regulation H of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementBoard.

Security Documents. The EFIH’s Guarantee of the due and punctual payment of the principal ofprincipal, interest, Additional Amounts and premium, if any, and interest (including any Additional Interest) on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of principal, premium, if any, and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations Obligations of the Issuer and any Guarantor EFIH to the Holders of Notes, Notes or the Trustee under this Indenture and the Security Agent under this IndentureNotes (including, the Notes and any Note Guaranteewithout limitation, its Guarantee thereof), according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents Pledge Agreement and the Intercreditor Collateral Trust Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Pledge Agreement and any additional intercreditor agreement Collateral Trust Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalfCollateral) as the same may be in effect or may be amended from time to time in accordance with its their terms and authorizes and directs the Security Agent Collateral Trustee and/or the Trustee (as the case may be) to enter into the Pledge Agreement, the Collateral Documents and the Intercreditor Trust Agreement and any additional intercreditor agreement other Security Document and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will EFIH, at its own expense, shall deliver to the Trustee copies of all documents delivered to the Security Agent Collateral Trustee pursuant to the Pledge Agreement and Collateral DocumentsTrust Agreement, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, shall do or cause to be done all such acts and things as may be requirednecessary or proper, or which as may be required by the Security Agent from time to time may reasonably requestprovisions of the Pledge Agreement or the Collateral Trust Agreement, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee and the HoldersCollateral Trustee the security interest in the Collateral contemplated hereby, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor AgreementPledge Agreement or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each Subject to the terms of the Pledge Agreement, EFIH, at its own expense, shall take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by upon request of the Trustee) , any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Pledge Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor EFIH hereunder, in respect of the Collateral, a valid and enforceable perfected Liens Lien in and on such all the Collateral, in favor of the Collateral ranking in right Trustee for the benefit of the Holders of Notes and priority future permitted Parity Lien Obligations, superior to and prior to the rights of payment as set forth in the Intercreditor Agreement all third Persons and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementPermitted Liens.

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts and premiumpremium on, if any, on and interest on, the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium on, if any, and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor Company to the Holders of NotesNotes or the Trustee under this Indenture and the Notes (including, without limitation, the Trustee and the Security Agent under this Indenture, the Notes and any Note GuaranteeGuarantees), according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents and Security Documents, which the Intercreditor AgreementCompany has entered into simultaneously with the execution of this Indenture. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalfCollateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Collateral Agent to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer Company will deliver to the Trustee copies of all documents delivered to the Security Collateral Agent pursuant to the Collateral Security Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be requirednecessary or proper, or which as may be required by the provisions of the Security Agent from time to time may reasonably requestDocuments, to assure and confirm to the Trustee that and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor Company will each take, and will cause their respective Restricted its Subsidiaries to take (including as may be requested by the Trustee) any and all actions necessary or proper or as may be reasonably required requested by the Collateral Agent to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor Company hereunder, in respect of the Collateral, a valid and enforceable perfected Liens second priority Lien in and on such all the Collateral, in favor of the Collateral ranking in right Agent for the benefit of the Holders of Notes, superior to and priority prior to the rights of payment as set forth in the Intercreditor Agreement all third Persons and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementPermitted Prior Liens.