Common use of Security Documents Clause in Contracts

Security Documents. The due and punctual payment of the principal of and interest on the 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 on the Securities and performance of all other Security Obligations of the Company and the Guarantors to the Holders or the Trustee or the Collateral Agent under this Indenture, the Securities and the Security Documents, according to the terms hereunder 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, by accepting a Security, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by this Section 12.01 to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein expressed. The Company shall take, and shall cause its Subsidiaries to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Security Obligations of the Company and the Guarantors hereunder and thereunder, a valid and enforceable perfected third-priority Lien (subject to Permitted Prior Liens) and security interest in and on all the Collateral, in favor of the Collateral Agent for the benefit of the Holders, in accordance with the terms of the Security Documents and the Intercreditor Agreement.

Security Documents. The due and punctual payment of the principal of of, interest, Additional Amounts and interest premium, if any, on the Securities Notes and any 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 Securities Notes and any Guarantee and performance of all other Security Obligations obligations of the Company Issuer and the Guarantors any Subsidiary Guarantor to the Holders or of Notes, the Trustee or and the Collateral Agent Security Trustee under this Indenture, the Securities Notes and the Security Documentsany Guarantee, according to the terms hereunder and or 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 HolderHolder of Notes, by accepting a Securityits acceptance thereof, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of CollateralCollateral and authorizing the Security Trustee to enter into any Security Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with their its terms and authorizes and directs the Collateral Agent Security Trustee to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company Issuer shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent Security Trustee pursuant to the Security Documents, and will the Issuer shall, and shall cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required by this Section 12.01 required, or which the Security Trustee from time to time may reasonably request, to assure and confirm to the Trustee that the Security Trustee holds, for the benefit of the Trustee and the Collateral Agent the security interest in the Collateral Holders, duly created, enforceable and perfected Liens as contemplated hereby, hereby and by the Security Documents or any part thereof, as from time to time constitutedand the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Securities Notes and any Guarantee secured hereby, according to the intent and purposes herein expressed. The Company Issuer and any Subsidiary Guarantor shall each take, and shall cause its their respective Restricted Subsidiaries to take, take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Security Documents and the Intercreditor Agreement to create and maintain, as security for the Security Obligations of the Company Issuer and any Subsidiary Guarantor hereunder, in respect of the Guarantors hereunder and thereunderCollateral, a valid and enforceable perfected third-priority Lien (subject to Permitted Prior Liens) and security interest Liens in and on all such Collateral ranking in right and priority of payment as set forth in the Collateral, in favor of the Collateral Agent for the benefit of the Holders, in accordance with Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of the Security Documents this Indenture and the Intercreditor Agreement.

Security Documents. (a) The due and punctual payment of the principal of of, premium on, if any, and interest on interest, on, the Securities Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium on, if any, and interest (to the extent permitted by law), on the Securities Notes and performance of all other Security Obligations obligations of the Company and the Guarantors to the Holders of Notes or the Trustee or the Collateral Agent under this IndentureIndenture and the Notes (including, without limitation, the Securities and the Security DocumentsNote Guarantees), according to the terms hereunder and or thereunder, are secured as provided in the applicable 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 has entered into simultaneously with the Trustee or the Collateral Agent, as the case may be, holds the Collateral in trust for the benefit execution of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents and the Intercreditor Agreementthis Indenture. Each HolderHolder of Notes, by accepting a Securityits acceptance thereof, consents and agrees to the terms of the any applicable Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their its terms and authorizes and directs the Collateral Agent Trustee to enter into the Pledge Agreements, the Collateral Trust Agreement and any other applicable Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall will deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by this Section 12.01 the provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral Agent Trustee the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities Notes secured hereby, according to the intent and purposes herein expressed. The Company shall will take, and shall will cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Security Obligations of the Company and the Guarantors hereunder and thereunderhereunder, a valid and enforceable perfected thirdsecond-priority Lien (subject to Permitted Prior Liens) and security interest in and on all the Collateral, in favor of the Collateral Agent Trustee for the benefit of the HoldersHolders of Notes, in accordance with superior to and prior to the terms rights of the Security Documents all third Persons and the Intercreditor Agreementsubject to no Liens other than Priority Liens and Permitted Prior Liens.

Security Documents. The due To secure the full and punctual payment when due and the full and punctual performance of the principal of and interest on the 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 on the Securities and performance of all other Security Obligations of the Company parties hereto, the Issuer, the Guarantors and the Notes Collateral Agent shall, on the Issue Date, enter into certain Notes Security Documents to be executed on the Issue Date and may enter into additional Notes Security Documents and take or cause to be taken all such actions as may be required to create, perfect and maintain, as security for the Obligations of the Issuer and the Guarantors to the Holders or Notes Collateral Agent, the Trustee or and the Collateral Agent Holders under this Indenture, the Securities Notes, the Guarantees and the Notes Security Documents, according a valid and enforceable perfected first-priority Lien and security interest in all of the Collateral to the terms hereunder extent required by the Collateral and thereunder, are secured as provided Guarantee Requirement in the Security Documents and the Intercreditor Agreement which define the terms favor of the Liens that secure the Security Obligations, Notes Collateral Agent for its benefit 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 subject to the terms of the Notes Security Documents and the Intercreditor Agreementthis Indenture. Each Holder, by accepting a SecurityNote, consents and agrees to the terms of the Notes Security Documents and the Intercreditor Agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Collateral) as the same each may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Collateral Agent to enter into the Security Documents this Indenture and the Intercreditor Agreement Agreements. 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 its obligations all acts and exercise its rights thereunder things that may be required, to have all such Liens and security interests in accordance therewith. The Company shall deliver the Collateral duly created and enforceable and perfected, to the Trustee (if it is not itself then extent required by this Indenture and the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Notes Security Documents, as promptly as practicable and will do in any event within 120 days following the Issue Date (or cause to be done all such acts and things later date as may be required by this Section 12.01 to assure and confirm to the Trustee and the Bank Collateral Agent may have agreed to under the security interest in the Senior Credit Facilities), with respect to Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein expressed. The Company shall takethat does not constitute Material Real Property, and shall cause its Subsidiaries within the time period specified under Section 10.09 with respect to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Security Obligations of the Company and the Guarantors hereunder and thereunder, a valid and enforceable perfected third-priority Lien (subject to Permitted Prior Liens) and security interest in and on all the Collateral, in favor of the Collateral Agent for the benefit of the Holders, in accordance with the terms of the Security Documents and the Intercreditor AgreementMaterial Real Property.

Security Documents. (a) The due and punctual payment of the principal of of, premium on, if any, interest and interest Additional Amounts, if any, on the Securities Notes 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 of, premium on, if any, interest and interest Additional Amounts (to the extent permitted by law), if any, on the Securities Notes and any Guarantee, and performance of all other Security Obligations obligations of the Company Issuer and any Guarantor to the Holders, the Trustee and the Guarantors to the Holders or the Trustee or the Collateral Security Agent under this Indenture, the Securities Notes and the Security Documentsany Guarantee, according to the terms hereunder and or 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, by accepting a Securityits acceptance thereof, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement and any Additional Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of CollateralCollateral and authorizing the Security Agent to enter into any Security Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with their its terms and authorizes and directs the Collateral Security Agent to enter into the 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 Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security DocumentsIssuer will, and will cause each of the Restricted Subsidiaries to, do or cause to be done all such acts and things as may be necessary or proper, or as may be required by this Section 12.01 the provisions of the Security Documents, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee and the Collateral Agent the security interest in the Collateral Holders, duly created, enforceable and perfected Liens as contemplated hereby, hereby and by the Security Documents or any part thereof, as from time to time constitutedand the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Securities secured herebyNotes and any Guarantee, according to the intent and purposes herein expressed. The Company shall Issuer and any Guarantor will each take, and shall the Issuer will cause its the Restricted Subsidiaries to take, take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Security Documents and the Intercreditor Agreement to create and maintain, as security for the Security Obligations of the Company Issuer and any Guarantor hereunder, in respect of the Guarantors hereunder and thereunderCollateral, a valid and enforceable perfected thirdfirst-priority Lien (subject to Permitted Prior Liens) and security interest Liens in and on all the CollateralCollateral ranking in right and priority of payment as set forth in this Indenture, in favor of the Collateral Agent for the benefit of the Holders, in accordance with Intercreditor Agreement and any Additional Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture, the Security Documents Intercreditor Agreement and the any Additional Intercreditor Agreement.

Security Documents. The In order to secure the due and punctual payment of the principal of principal, premium, if any, and interest on the Securities 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 on the Securities Notes and performance of all other Security Obligations obligations of the Company and the Guarantors to the Holders or the Trustee or the Collateral Agent under this Indenture, the Securities Notes and the Note Guarantees, the Company and the Guarantors 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, by accepting a Note, consents and agrees to all of the terms and provisions of the Security Documents, according to the terms hereunder 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 same may be, holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case be amended from time to time pursuant to the terms of the Security Documents and the Intercreditor Agreement. Each Holderthis Indenture, by accepting a Security, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Collateral Agent Trustee to enter into the Security Documents on its behalf and on behalf of such Holder, to appoint the Intercreditor Agreement Collateral Agents to serve as collateral agents and representatives of the Trustee and such Holder thereunder and in accordance therewith and to perform its obligations and exercise its rights thereunder and in accordance therewith. The Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent Agents pursuant to the Security Documents, and will shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by this Section 12.01 the provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral Agent Agents the security interest in the Collateral contemplated herebyby this Indenture, by the Security Documents or any part hereof or thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities Notes and Note Guarantees secured herebythereby, according to the intent and purposes herein and therein expressed. The Company shall take, and shall cause its Subsidiaries upon the written request of the Trustee (to takethe extent the Trustee is permitted to make such request under the Security Documents), any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Security Obligations obligations of the Company under this Indenture, the Notes and the Guarantors hereunder and thereunderNote Guarantees, a valid and enforceable perfected third-priority Lien (subject to Permitted Prior Liens) on and security interest in and on all of the Collateral, in favor of the Collateral Agent Agents for the benefit of the Holders, the Trustee and 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 accordance with writing to the terms of Company that, as may be requested in the 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 Proceeds Sharing Agreement, with such changes therein as are necessary to reflect such New Credit Facility and the Intercreditor Agreementparties thereto. Any collateral held by a Collateral Agent (as defined in the applicable Security Documents) for the benefit of the Holders shall constitute Collateral for purposes of this Indenture. The Company covenants and agrees with the Trustee 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 due and punctual payment of the principal and Accreted Value of and interest and premium (if any) on the Securities Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal or Accreted Value of and interest on the Securities Notes and performance of all other Security Obligations obligations of the Company and the Guarantors to the Holders or the Trustee or the Collateral Agent under this Indenture, the Securities Indenture and the Security DocumentsNotes, according to the terms hereunder and or thereunder, are secured as provided in the Security Documents which the Company and the Intercreditor Agreement which define the terms certain of the Liens that secure Guarantors have entered into simultaneously with the Security Obligationsexecution of this Indenture, 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 subject to the terms of the Security Documents and the Intercreditor Agreement. Each HolderHolder of a Note, by accepting a Securityits acceptance thereof, consents and agrees to the terms of this Indenture and the Security Documents and the Intercreditor Agreement (including, without limitation, including the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their its terms or the terms hereof and authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will shall do or cause to be done all such acts and things as may be required by the next sentence of this Section 12.01 10.01, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities Notes secured hereby, according to the intent and purposes herein expressed. The Company shall take, and shall cause its Restricted Subsidiaries to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Security Obligations of the Company and the Guarantors hereunder and thereunderhereunder, a valid and enforceable perfected third-priority Lien (subject to Permitted Prior Liens) and security interest in and on 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 Collateralpersonal 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 Agent for the benefit of the Holders, junior in accordance with the terms of the Security Documents and the Intercreditor Agreementpriority (subject to Permitted Liens) to Liens securing Credit Agreement Obligations.

Security Documents. The due and punctual payment of the principal of and premium, interest and Additional Amounts, if any, on the Securities Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Securities Notes and the Notes Guarantees, and performance of all other Security Obligations monetary obligations of the Company Issuer and the Guarantors to the Holders of Notes or the Trustee or the Collateral Agent under this Indenture, the Securities and Notes or the Security DocumentsNote Guarantees, according to the terms hereunder and or thereunder, are secured as provided in the Security Documents and the Group 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 AgreementDeed. Each Holder, by accepting a Securityits acceptance thereof, consents and agrees to the terms of the Security Documents and the Group Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) Deed as the same may be in effect or may be amended from time to time in accordance with their terms terms, and authorizes and directs the Collateral Agent Trustee and the Security Trustee to enter into the relevant Security Documents and the Group Intercreditor Agreement Deed (as applicable) and to perform its their respective obligations and exercise its their respective rights thereunder in accordance therewith. The Company shall Issuer will deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent Security Trustee pursuant to the Security DocumentsDocuments and the Group Intercreditor Deed (as applicable). Each of the Company, the Issuer and the Guarantors will take, and will do or cause its respective Subsidiaries to be done all such acts and things as may be required by this Section 12.01 to assure and confirm to take, upon request of the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein expressed. The Company shall take, and shall cause its Subsidiaries to takeTrustee, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Security Obligations of the Company Issuer and the Guarantors hereunder and thereunderhereunder, a valid and enforceable perfected third-priority Lien (subject to Permitted Prior Liens) and security interest in and on all the Collateral, relevant Collateral in favor of the Collateral Agent for the benefit of the Holders, in accordance with the terms of Trustee or the Security Documents and Trustee, as the Intercreditor Agreementcase may be.

Security Documents. The due and punctual payment of the principal of and interest and premium, if any, on the Securities Notes 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 otherwiseotherwise and whether by the Issuer pursuant to the Notes or by the Subsidiary Guarantors pursuant to the Subsidiary Guarantees, the payment of all other Notes Obligations and interest on the overdue principal of and interest on the Securities and performance of all other Security Obligations obligations of the Company Issuer and the Subsidiary Guarantors to the Holders or the Trustee or the Collateral Agent under this Indenture, the Securities Notes, the Subsidiary Guarantees and the Security Documents, according to the terms hereunder and thereunder, are Documents shall be secured as provided in the Security Documents Documents, which the Issuer and the Intercreditor Agreement which define applicable Subsidiary Guarantors entered into on the terms Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuer shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, 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 required by the Security Documents to maintain (at the sole cost and expense of the Liens that secure Issuer and the Restricted Subsidiaries) the security interest created by the Security ObligationsDocuments in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a continuing perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.11. On the Issue Date the Issuer shall, or shall cause the applicable Subsidiary Guarantor to, execute and/or deliver, as applicable, to the Collateral Agent (or its agent) (i) mortgage releases, in form for recording in the recording office of each applicable jurisdiction, releasing any and provide that all mortgages encumbering real property of the Liens granted thereunder secure Issuer or any Subsidiary Guarantor securing any obligations under the Obligations on a thirdExisting Notes, (ii) such other lien release and/or termination documentation necessary to release and/or terminate any and all other security instruments encumbering property of the Issuer or any Subsidiary Guarantor securing any obligations under the Existing Notes, (iii) duly executed Mortgages (and, if applicable, fixture filings and as-priority basis. The Trustee and extracted collateral filings) in form for recording in the Company hereby acknowledge and agree that recording office of each jurisdiction where the Trustee Mortgaged Property to be encumbered thereby is situated, together with the completion (or arrangements for the completion satisfactory to the Collateral Agent) of all recordings and filings of such Mortgages in the proper recorders’ office (and payment of any taxes or fees in connection therewith) as may be necessary to create a valid, as perfected second priority Lien (subject to the case may be, holds Senior Lien Intercreditor Agreement and the Collateral Second Lien Intercreditor Agreement and to Permitted Liens) in trust favor or 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, by accepting a Security, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to perform (or its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documentsagent), and will do or cause to be done all such acts and things as may be required by this Section 12.01 to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein expressed. The Company shall take, and shall cause its Subsidiaries to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Security Obligations of the Company and the Guarantors hereunder and thereunder, a valid and enforceable perfected third-priority Lien (subject to Permitted Prior Liens) and security interest in and on all the Collateral, in favor of the Collateral Agent for the benefit of the HoldersSecured Parties, on or against such Mortgaged Properties as collateral security for the Notes, (iv) other duly executed Security Documents or amendments, supplements, accessions or joinders thereto in favor or for the benefit of the Collateral Agent (or its agent), for the benefit of the Secured Parties, and (v) one or more customary Opinions of Counsel for the Note Parties, in accordance states in which such Mortgaged Properties are located and states in which Subsidiary Guarantors are organized, with respect to the terms enforceability and validity of such Mortgages and any related fixture filings and as-extracted collateral filings and such other Security Documents, in form and substance reasonably satisfactory to the Security Documents and the Intercreditor AgreementCollateral Agent.

Security Documents. The due and punctual payment of the principal of of, Prepayment Premium on, if any, and interest on on, the Securities Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, Prepayment Premium on, if any, and interest interest, on the Securities Notes and performance of all other Security Obligations obligations of the Company and the Guarantors to the Holders of Notes or the Trustee or the Collateral Agent under this IndentureIndenture and the Notes (including, without limitation, the Securities and the Security DocumentsNote Guarantees), according to the terms hereunder and or thereunder, are secured as provided in the Security Documents and the Intercreditor Agreement Documents, 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 has entered into simultaneously with the Trustee or the Collateral Agent, as the case may be, holds the Collateral in trust for the benefit execution of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents and the Intercreditor Agreementthis Indenture. Each HolderHolder of Notes, by accepting a Securityits acceptance thereof, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their its terms and authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall will deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by this Section 12.01 the provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities Notes secured hereby, according to the intent and purposes herein expressed. The Company shall will take, and shall will cause its Subsidiaries to take, take any and all actions reasonably required or as may be reasonably requested by the Collateral Agent to cause the Security Documents to create and maintain, as security for the Security Obligations of the Company and the Guarantors hereunder and thereunderhereunder, a valid and enforceable perfected thirdsecond-priority Lien (subject to Permitted Prior Liens) and security interest in and on all the Collateral, in favor of the Collateral Agent for the benefit of the HoldersHolders of Notes, in accordance with superior to and prior to the terms rights of the Security Documents all third Persons and the Intercreditor Agreementsubject to no other Liens other than Permitted Prior Liens.

Security Documents. The due and punctual payment of the principal of and interest on the Securities when and Except as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption otherwise contemplated hereby or otherwise, and interest on the overdue principal of and interest on the Securities and performance of all under any other Security Obligations of the Company and the Guarantors to the Holders or the Trustee or the Collateral Agent under this Indenture, the Securities and the Security Documents, according to the terms hereunder and thereunder, are secured as provided in the Security Loan 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 subject to the terms of the Security Documents and the Intercreditor Agreement. Each Holder, by accepting a Security, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitationAgreements, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by this Section 12.01 to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein expressed. The Company shall take, and shall cause its Subsidiaries to take, any and all actions reasonably required to cause the Security Documents are effective to create and maintain, as security for the Security Obligations of the Company and the Guarantors hereunder and thereunder, a valid and enforceable perfected third-priority Lien (subject to Permitted Prior Liens) and security interest in and on all the Collateral, in favor of the Collateral Administrative Agent for the benefit of the HoldersSecured Parties legal, valid and enforceable Liens on, and security interests in, the Collateral and, (i) when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable Laws (which filings or recordings shall be made to the extent required by any Collateral Document) and (ii) upon the taking of possession or control by the Administrative Agent (or its agent pursuant to an Intercreditor Agreement) of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Administrative Agent to the extent required by any Collateral Document), such Collateral Document will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in such Collateral, in accordance with each case subject to no Liens other than the terms applicable Liens permitted under the Loan Documents, a legal, valid, enforceable and perfected Lien (if and to the extent perfection may be achieved by the filings and/or other actions required to be taken hereby or by the applicable Collateral Documents) on all right, title and interest of the Security Documents respective Loan Parties in the Collateral described therein subject to the Enforcement Qualifications and Liens permitted by Section 7.01. Notwithstanding anything herein (including this Section 5.19) or in any other Loan Document to the Intercreditor Agreementcontrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest (other than with respect to those pledges and security interests made under the Laws of the jurisdiction of formation of the applicable Foreign Subsidiary) in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, in each case under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or (C) on the Closing Date and until required pursuant to Section 6.11, 6.13 or 4.01(a)(v), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.01(a)(v).

Security Documents. The due and punctual payment of the principal of and interest on the 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 on the Securities and performance of all other Security the Obligations of the Company and the Guarantors to the Holders or the Trustee or the Collateral Agent under this Indenture, the Securities and the Security Documents, according to the terms hereunder and thereunder, are shall be 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 all of its Subsidiaries have entered into simultaneously with the Trustee or the Collateral Agent, as the case may be, holds the Collateral in trust for the benefit execution of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents and the Intercreditor Agreementthis Indenture. Each HolderHolder of Notes, by accepting a Securityits acceptance thereof, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with their its terms and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by this Section 12.01 the provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Pledged Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities Notes secured hereby, according to the intent and purposes herein expressed. The Company shall take, and or shall cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Security Obligations of the Company and the Guarantors hereunder and thereunderObligations, a valid and enforceable perfected third-first priority Lien (subject to Permitted Prior Liens) and security interest in and on all the CollateralPledged Collateral (subject to Permitted Liens), in favor of the Collateral Agent for the benefit of the HoldersHolders of Notes, in accordance with superior to and prior to the terms rights of the Security Documents all third Persons and the Intercreditor Agreementsubject to no other Liens other than Permitted Liens.

Security Documents. (a) The due and punctual payment of the principal of of, premium on, if any, interest and interest on Additional Amounts, if any, on, the Securities Notes and 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 of, premium on, if any, interest and interest Additional Amounts, if any (to the extent permitted by law), on the Securities Notes and the Notes Guarantees and performance of all other Security Obligations obligations of the Company and Issuers or the Guarantors to the Holders or Holders, the Trustee or and the Collateral Security Agent (as applicable) under this Indenture, the Securities Notes and the Notes Guarantees according to the terms hereunder or thereunder, shall be secured by security interests, as provided in the Intercreditor Agreement, any Additional Intercreditor Agreement and the Security Documents, according to the terms hereunder and thereunder, are secured as provided granted 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 AgreementCollateral. Each Holder, by accepting its acceptance of a Security, Note consents and agrees to the terms of the Intercreditor Agreement, any Additional Intercreditor Agreement, and the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of CollateralLiens and authorizing the Security Agent to enter into any Security Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with their its terms and authorizes and directs the Collateral Security Agent to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall Subject to the Agreed Security Principles, the Issuers will deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Security Agent pursuant to the Security Documents, and the Issuers and the Guarantors will, and the Issuers will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by this Section 12.01 the provisions of the Security Documents, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee and the Collateral Agent the security interest in the Collateral Holders, duly created, enforceable and perfected Liens as contemplated hereby, hereby and by the Security Documents or any part thereof, as from time to time constitutedDocuments, so as to render the same available for the security and benefit of this Indenture and of the Securities Notes and the Guarantees secured herebythereby, according to the intent and purposes herein expressed. The Company shall Subject to the Agreed Security Principles, the Intercreditor Agreement and any Additional Intercreditor Agreement, the Issuers and the Guarantors will take, and shall cause its Subsidiaries to takeupon request of the Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Security Obligations obligations of the Company and the Guarantors hereunder and thereunderIssuers hereunder, a valid and enforceable perfected third-first priority Lien (subject to Permitted Prior Liens) and security interest in and on all the CollateralCollateral ranking in right and priority of payment as set forth in this Indenture, in favor of the Collateral Agent for the benefit of the Holders, in accordance with 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 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 and the Intercreditor Agreementor any delay in doing so.

Security Documents. The due and punctual payment of the principal of and interest on the 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 (to the extent permitted by law), if any, on the Securities and performance of all other Security Obligations obligations of the Company and the Guarantors Issuer to the Holders of Securities or the Trustee or the Collateral Agent under this Indenture, the Securities Indenture and the Security DocumentsSecurities, according to the terms hereunder and or thereunder, are shall be secured as provided in the Security Documents and which the Intercreditor Agreement which define Issuer has entered into simultaneously with the terms execution 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 Agreementthis Indenture. Each HolderHolder of Securities, by accepting a Securityits acceptance thereof, consents and agrees to the terms of the Security Documents Documents, the Intercreditor Agreement and the Intercreditor Collateral Agency Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and its terms, authorizes and directs the Trustee (or Collateral Agent Agent, if applicable), to enter into the Security Documents and Documents, the Intercreditor Agreement and Collateral Agency Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company Issuer shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by this Section 12.01 the provisions of the Security Documents, the Intercreditor Agreement and the Collateral Agency Agreement, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein expressed. The Company Issuer shall take, and or shall cause its Subsidiaries to take, take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Security Obligations obligations of the Company and the Guarantors hereunder and thereunderIssuer hereunder, a valid and enforceable perfected third-second priority Lien (subject to Permitted Prior Liens) and security interest in and on all the Collateral, in favor of the Collateral Agent Trustee for its benefit and the ratable benefit of the HoldersHolders of Securities, in accordance with superior to and prior to the terms rights of all third Persons (other than the agent on behalf of the Security Documents lenders under the Credit Facility and the Intercreditor AgreementBond 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 permitted by the Security Documents).

Security Documents. The due and punctual payment of the principal of and premium, if any, of, and interest on on, the Securities Notes 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 on (to the Securities extent permitted by law), if any, by the Note Guarantor pursuant to its Guarantee, and the payment and performance of all other Security Obligations of the Company Note Guarantor under this Indenture and the Guarantors to Security Documents (the Holders or the Trustee or the Collateral Agent under this Indenture“Secured Obligations”), the Securities and shall be secured as provided in the Security Documents, according to which the terms hereunder Note Guarantor has entered into simultaneously with the execution of this Indenture and thereunder, are will be 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 hereafter determined as required 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 Agreementpermitted by this Indenture. Each Holder, by accepting its acceptance of a SecurityNote, consents and agrees to the terms of the each Security Documents and the Intercreditor Agreement Document (including, without limitation, the provisions providing for foreclosure and foreclosure, the provisions providing for release of Collateral) collateral and the provisions providing for the automatic amendment or waiver of the Security Documents, in each case, pursuant to the terms of the Intercreditor Agreement), as the same may be in effect or may be amended from time to time in accordance with their terms its respective terms, and authorizes and directs the Collateral Agent and the Trustee to enter into this Indenture, the Intercreditor Agreement and, to the extent applicable, the Security Documents and the Intercreditor Agreement to which it is a party and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company Collateral Agent hereunder shall deliver 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 (if it is not itself then the Collateral Agent) copies of all documents delivered acting in such capacity shall apply to the Collateral Agent pursuant hereunder to the extent applicable. In addition, the Issuer and the Note 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 Security Documents, and will . 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 necessary or proper, or as may be required by this Section 12.01 the provisions of the Security Documents or the Intercreditor Agreement, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, hereby and by the Security Documents or any part thereofDocuments, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities Secured Obligations secured hereby, according to the intent and purposes herein and xxxxxxx expressed. The Company shall takeNote Guarantor shall, and the Issuer shall cause its Subsidiaries to takethe Note Guarantor to, take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Security Obligations of the Company and the Guarantors hereunder and thereunderSecured Obligations, a valid and enforceable enforceable, perfected third-priority Lien (subject to Permitted Prior Liensexcept as expressly provided herein or in the Security Documents) and security interest Liens in and on all the Collateral, in favor of the Collateral Agent for Agent, superior to and prior to the benefit rights of all third Persons, and subject to no other Liens, other than Permitted Liens as provided herein and therein; provided that, the Holders, in accordance with Collateral Agent’s Lien securing the Secured Obligations shall be subordinated to the extent and pursuant to the terms of the Security Documents and this Indenture and, if applicable, the Intercreditor Agreement.

Security Documents. The due and punctual payment of the principal of and interest and Liquidated Damages, if any, on the Securities Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Liquidated Damages (to the extent permitted by law), if any, on the Securities Notes and performance of all other Security Obligations obligations of the Company and the Guarantors to the Holders of Notes or the Trustee or the Collateral Agent under this Indenture, the Securities Indenture and the Security DocumentsNotes, according to the terms hereunder and or 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 has entered into simultaneously with the execution of this Indenture and agree that the Trustee or the Collateral Agent, which are attached as the case may be, holds the Collateral in trust for the benefit of the Trustee Exhibits F and the Holders, in each case pursuant to the terms of the Security Documents and the Intercreditor AgreementG hereto. Each HolderHolder of Notes, by accepting a Securityits acceptance thereof, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their its terms and authorizes and directs the Trustee, in its capacity as Collateral Agent Agent, to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by this Section 12.01 the provisions of the Security Documents or the Intercreditor Agreement, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities Notes secured hereby, according to the intent and purposes herein expressed. The Company shall will take, and shall will cause its Subsidiaries to take, take any and all actions required by applicable law or as may be reasonably required and requested by the Trustee, to cause the Security Documents to create and maintain, as security for the Security Obligations of the Company and the Guarantors hereunder and thereunderhereunder, a valid and enforceable perfected third-second priority Lien (subject to Permitted Prior Liens) and security interest be defined by reference to Section 2.2 of the Security Agreement in and on all the Collateral, in favor of the Collateral Agent for the benefit of the HoldersTrustee and the Holders of Notes, in accordance with superior to and prior to the terms rights of all third Persons other than the rights of the Security Documents Credit Agent and the Intercreditor Agreementlenders under the Credit Agreement and subject to no other Liens than Permitted Liens.

Security Documents. The due and punctual payment of the principal of of, premium on, if any, and interest on on, the Securities Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium on, if any, and interest (to the extent permitted by law), on the Securities Notes and performance of all other Security Obligations obligations of the Company and the Guarantors to the Holders of Notes or the Trustee or the Collateral Agent under this IndentureIndenture and the Notes (including, without limitation, the Securities and the Security DocumentsNote Guarantees), according to the terms hereunder and or thereunder, are secured as provided in the Security Documents and the Intercreditor Agreement Documents, 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 has entered into simultaneously with the Trustee or the Collateral Agent, as the case may be, holds the Collateral in trust for the benefit execution of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents and the Intercreditor Agreementthis Indenture. Each HolderHolder of Notes, by accepting a Securityits acceptance thereof, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their its terms and authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall will deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by this Section 12.01 the provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities Notes secured hereby, according to the intent and purposes herein expressed. The Company shall will take, and shall will cause its Subsidiaries to take, take any and all actions necessary or proper or as may be reasonably required requested by the Collateral Agent to cause the Security Documents to create and maintain, as security for the Security Obligations of the Company and the Guarantors hereunder and thereunderhereunder, a valid and enforceable perfected third-second priority Lien (subject to Permitted Prior Liens) and security interest in and on all the Collateral, in favor of the Collateral Agent for the benefit of the HoldersHolders of Notes, in accordance with superior to and prior to the terms rights of the Security Documents all third Persons and the Intercreditor Agreement.subject to no other Liens other than Permitted Prior Liens. 107

Security Documents. The due and punctual payment of the principal of and interest and premium, if any, on the Securities Notes 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 otherwiseotherwise and whether by the Issuer pursuant to the Notes or by the Subsidiary Guarantors pursuant to the Subsidiary Guarantees, the payment of all other Notes Obligations and interest on the overdue principal of and interest on the Securities and performance of all other Security Obligations obligations of the Company Issuer and the Subsidiary Guarantors to the Holders or the Trustee or the Collateral Agent under this Indenture, the Securities Notes, the Subsidiary Guarantees and the Security Documents, according to the terms hereunder and thereunder, are Documents shall be secured as provided in the Security Documents Documents, which the Issuer and the Intercreditor Agreement which define applicable Subsidiary Guarantors entered into on the terms of the Liens that secure the Issue Date and will be secured by Security ObligationsDocuments hereafter delivered as required or permitted by this Indenture. The Issuer shall, and provide shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the Liens granted thereunder secure the Obligations on a third-priority basis. The Trustee effectiveness of such UCC financing statements) and the Company hereby acknowledge and agree that the Trustee all other actions as are necessary 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 required by the Security Documents to maintain (at the sole cost and expense of the Issuer and the Intercreditor Agreement. Each Holder, Restricted Subsidiaries) the security interest created by accepting a Security, consents and agrees to the terms of the Security Documents and in the Intercreditor Agreement Collateral (including, without limitation, other than with respect to any Collateral the provisions providing for foreclosure and release of Collateralsecurity interest in which is not required to be perfected under the Security Documents) as a continuing perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12. On the same may be in effect Issue Date the Issuer shall, or may be amended from time shall cause the applicable Subsidiary Guarantor to, execute and/or deliver, as applicable, to time in accordance with their terms and authorizes and directs the Collateral Agent (i) duly executed mortgage releases and terminations in form for recording in the recording office of each applicable jurisdiction, with respect to enter into any and all Liens encumbering real property of the Security Documents and Issuer or any Subsidiary Guarantor which secure any obligations under the Intercreditor Agreement and 11.00% Notes (the “Existing Mortgages”); (ii) duly executed Mortgages (and, if applicable, fixture filings) in form for recording in the recording office of each jurisdiction where the Mortgaged Property to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver be encumbered thereby is situated, together with the completion (or arrangements for the completion satisfactory to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to recordings and filings of such Mortgages in the Collateral Agent pursuant to the Security Documents, proper recorders’ office (and will do payment of any taxes or cause to be done all such acts and things fees in connection therewith) as may be required by this Section 12.01 to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein expressed. The Company shall take, and shall cause its Subsidiaries to take, any and all actions reasonably required to cause the Security Documents necessary to create and maintaina valid, as security for the Security Obligations of the Company and the Guarantors hereunder and thereunder, a valid and enforceable perfected third-second priority Lien (subject to the Second Lien Intercreditor Agreement, Permitted Prior LiensLiens and Liens permitted by Section 4.12) on or against such Mortgaged Properties; and security interest in and on all the Collateral(iii) one or more Opinion of Counsel, in favor jurisdictions in which such Mortgaged Properties are located, with respect to the enforceability and validity of such Mortgages and any related fixture filings, in form and substance reasonably satisfactory to the Collateral Agent for the benefit of the Holders, in accordance with the terms of the Security Documents and the Intercreditor AgreementAgent.

Security Documents. The due and punctual payment of the principal of principal, premium, if any, and interest on the Securities Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium, if any, and interest on the Securities Notes and performance of all other Security Notes Obligations of the Company Issuer and the Guarantors to the Holders or Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Securities Notes, the Guarantees, the Intercreditor Agreements and the Security Documents, according to the terms hereunder and or thereunder, are shall be secured as provided in the Security Documents and the Intercreditor Agreement Documents, which define the terms of the Liens that secure the Security Notes Obligations, and provide that subject to the Liens granted thereunder secure terms of the Obligations on a third-priority basisIntercreditor Agreements. The Trustee Trustee, the Issuer and the Company Guarantors hereby acknowledge and agree that the Trustee or the Notes Collateral Agent, as the case may be, Agent holds the Collateral in trust for the benefit of itself, the Holders and the Trustee and the Holders, in each case pursuant to the terms of the Security Documents and the Intercreditor AgreementAgreements. Each Holder, by accepting a SecurityNote, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Notes Collateral Agent to enter into the Security Documents and the Intercreditor Agreement Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company Issuer shall deliver to the Trustee (if it is not itself then the Notes Collateral Agent) Agent copies of all documents delivered required to the Collateral Agent be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01 12.01, to assure and confirm to the Trustee and the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities Notes secured hereby, according to the intent and purposes herein expressed. The Company shall takethe Issuer shall, and shall cause its the Restricted Subsidiaries to takeof the Issuer to, take 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 Security Documents to create and maintain, as security for the Security Notes Obligations of the Company Issuer and the Guarantors hereunder to the Trustee, the Notes Collateral Agent and thereunderthe Holders 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 third-priority Lien (subject to Permitted Prior Liens) and security interest in and on all of the CollateralCollateral (subject to the terms of the Intercreditor Agreements and the Security Documents), in favor of the Notes Collateral Agent for the benefit of itself, the Holders, in accordance with the terms of the Security Documents Holders and the Intercreditor AgreementTrustee subject to no Liens other than Permitted Liens.

Security Documents. The due and punctual payment of the principal of and interest and Liquidated Damages, if any, on the Securities Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Liquidated Damages (to the extent permitted by law), if any, on the Securities Notes and performance of all other Security Obligations obligations of the Company and the Guarantors to the Holders of Notes or the Trustee or the Collateral Agent under this Indenture, the Securities Indenture and the Security DocumentsNotes, according to the terms hereunder and or thereunder, are secured as provided in the Security Documents and the Intercreditor Agreement security documents 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 has entered into simultaneously with the execution of this Indenture and agree that the Trustee or the Collateral Agent, which is attached 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 AgreementExhibits X-X hereto. Each HolderHolder of Notes, by accepting a Securityits acceptance thereof, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement security documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their its terms and authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement security documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall will deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documentssecurity documents, and will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by this Section 12.01 the provisions of the security documents, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents security documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities Notes secured hereby, according to the intent and purposes herein expressed. The Company shall will take, and shall will cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents security documents to create and maintain, as security for the Security Obligations of the Company and the Guarantors hereunder and thereunderhereunder, a valid and enforceable perfected third-second priority Lien (subject to Permitted Prior Liens) and security interest in and on all the security documents Collateral, in favor of the Collateral Agent for the benefit of the HoldersHolders of Notes, in accordance with superior to and prior to the terms rights of the Security Documents all third Persons and the Intercreditor Agreementsubject to no other Liens than Permitted Liens.

Security Documents. The due and punctual payment of the principal of and any premium and interest on the Securities Notes when and as the same shall be due and payable, whether on pursuant to a Special Mandatory Redemption under Section 3.07 or an interest payment date, at maturity, by acceleration, repurchase, redemption acceleration under Section 6.02 prior to a Special Mandatory Redemption or otherwise, the release of the Escrow Funds and interest on the overdue principal of and interest on the Securities and performance of all other Security Obligations obligations of the Company Issuer and the Guarantors to the Holders or the Trustee under this Indenture and the Notes relating to a Special Mandatory Redemption or the Collateral Agent under this Indenture, payment of the Securities and the Security DocumentsSpecial Mandatory Redemption Price, according to the terms hereunder and or thereunder, are shall be 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 AgreementDocuments. Each Holder, by accepting a Securityits acceptance of the Notes, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewithterms. The Company Issuer shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent Securities Intermediary pursuant to the Security Documents, and will shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by this Section 12.01 the provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities Notes secured herebythereby, according to the intent and purposes herein and therein expressed. The Company Issuer shall take, and shall cause its Subsidiaries to take, take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Security Obligations obligations of the Company and the Guarantors hereunder and thereunderIssuer hereunder, a valid and enforceable perfected third-priority Lien (subject to Permitted Prior Liens) lien on and security interest in and on all the Collateral, in favor of the Collateral Agent Trustee and the Securities Intermediary for the benefit of the HoldersHolders and other Persons for whose benefit the Securities Intermediary or Trustee, in accordance with the terms of as applicable, acts pursuant to the Security Documents and the Intercreditor AgreementDocuments.

Security Documents. (a) The due and punctual payment of the principal of and interest on the Securities Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest on the Securities Notes and performance of all other Security Obligations obligations of the Company and the Guarantors to the Holders or the Trustee or the Collateral Agent under this Indenture, the Securities Indenture and the Security DocumentsNotes, according to the terms hereunder and or thereunder, are secured as provided in the Security Documents which the Company and the Intercreditor Agreement Guarantors has entered into simultaneously with the execution of this Indenture and 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, is attached 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 AgreementExhibit D hereto. Each Holder, by accepting a Securityits acceptance thereof, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their its terms and authorizes and directs the Collateral Agent Trustee to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder as a Secured Party in accordance therewith. The Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by this Section 12.01 applicable law or may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities Notes secured hereby, according to the intent and purposes herein expressed. The Company shall will take, and shall will cause its Subsidiaries to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Security Obligations of the Company and the Guarantors hereunder and thereunderhereunder, a valid and enforceable perfected third-first priority Lien (subject to Permitted Prior Liens) and security interest in and on all the Collateral, in favor of the Collateral Agent Trustee, as Secured Party, for the benefit of the Holders, in accordance with superior to and prior to the terms rights of the Security Documents all third Persons and the Intercreditor Agreementsubject to no other Liens than Permitted Liens.

Security Documents. The due and punctual payment of the principal of and interest on the Securities Senior Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Securities Senior Notes and performance of all other Security Obligations obligations of the Company Issuer and the Guarantors to the Holders of Senior Notes or the Trustee or the Collateral Agent under this Indenture, the Securities Guarantees and the Security Documents, Senior Notes according to the terms hereunder and or thereunder, are shall be secured as provided in the Security Documents which the Company, the Issuer, MRO and Blue Heel have entered into simultaneously with the Intercreditor Agreement which define the terms execution 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 Agreementthis Indenture. Each HolderHolder of Senior Notes, by accepting a Securityits acceptance thereof, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Collateral Agent Trustee, to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company Issuer and the Guarantors shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent Trustee pursuant to the any Security DocumentsAgreement or Mortgage, and will shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by this Section 12.01 the provisions of the Security Documents, to assure and confirm to the Trustee and and/or the Collateral Agent Trustee the security interest interests in the Collateral contemplated herebyCollateral, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities Senior Notes secured herebythereby, according to the intent and purposes herein or therein expressed. The Company Issuer and the Guarantors shall take, and the Issuer and the Guarantors shall cause its their Subsidiaries to take, upon request of the Trustee or the Collateral Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Security Obligations obligations of the Company Issuer and the Guarantors hereunder under this Indenture, the Guarantees and thereunderthe Senior Notes, a valid and enforceable perfected third-priority Lien (subject to Permitted Prior Liens) and security interest Pledge in and on all the CollateralCollateral (junior only in right to payment to the Permitted Credit Facility and, in the case of collateral pledged under the MRO Pledge Agreement and the Company Pledge Agreement, junior only in priority to the Junior Notes), in favor of the Collateral Agent Trustee and/or the Trustee, as the case may be, for the benefit of the Holders, in accordance with the terms of the Security Documents and the Intercreditor Agreement.

Security Documents. The due and punctual payment of the principal of and interest on the Securities Senior Subordinated Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption, special redemption or otherwise, and interest on the overdue principal of and interest on the Securities Senior Subordinated Notes and performance of all other Security Obligations obligations of the Company and the Guarantors to the Holders or the Trustee or the Collateral Agent under this Indenture, the Securities Indenture and the Security DocumentsSenior Subordinated Notes, according to the terms hereunder and or thereunder, are shall be 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 AgreementDocuments. Each Holder, by accepting a Securityits acceptance of the Senior Subordinated Notes, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewithterms. The Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent Securities Intermediary pursuant to the Security Documents, and will shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by this Section 12.01 the provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities Senior Subordinated Notes secured herebythereby, according to the intent and purposes herein and therein expressed. The Company shall take, and shall cause its Subsidiaries to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Security Obligations obligations of the Company and the Guarantors hereunder and thereunderhereunder, a valid and enforceable perfected third-priority Lien (subject to Permitted Prior Liens) lien on and security interest in and on all the Collateral, in favor of the Collateral Agent Securities Intermediary for the benefit of the HoldersHolders and other Persons for whose benefit the Securities Intermediary or Trustee, in accordance with the terms of as applicable, acts pursuant to the Security Documents and the Intercreditor AgreementDocuments.

Security Documents. The due and punctual payment of the principal of of, premium on, if any, interest and interest on Special Interest, if any, on, the Securities Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium on, if any, interest and interest Special Interest, if any (to the extent permitted by law), on the Securities Notes and performance of all other Security Obligations obligations of the Company and the Guarantors to the Holders of Notes or the Trustee or the Collateral Agent under this IndentureIndenture and the Notes (including, without limitation, the Securities and the Security DocumentsNote Guarantees), according to the terms hereunder and or thereunder, are secured as provided in the Security Documents and the Intercreditor Agreement security documents 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 has entered into simultaneously with the Trustee or the Collateral Agent, as the case may be, holds the Collateral in trust for the benefit execution of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents and the Intercreditor Agreementthis Indenture. Each HolderHolder of Notes, by accepting a Securityits acceptance thereof, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement security documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their its terms and authorizes and directs the Collateral Agent collateral trustee to enter into the Security Documents and the Intercreditor Agreement security documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall will deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent collateral trustee pursuant to the Security Documentssecurity documents, and will do or cause to be done all such acts and things as may be necessary, and as may be required by this Section 12.01 the provisions of the security documents, to assure and confirm to the Trustee and the Collateral Agent collateral trustee the security interest in the Collateral contemplated hereby, by the Security Documents security documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities Notes secured hereby, according to the intent and purposes herein expressed. The Company shall will take, and shall will cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents security documents to create and maintain, as security for the Security Obligations of the Company and the Guarantors hereunder and thereunderhereunder, a valid and enforceable perfected third-priority Parity Lien (subject to Permitted Prior Liens) and security interest in and on all the Collateral, in favor of the Collateral Agent collateral trustee for the benefit of the HoldersHolders of Notes, in accordance with superior to and prior to the terms rights of the Security Documents all third Persons and the Intercreditor Agreementsubject to no Liens other than Permitted Liens.

Security Documents. The due All Security Documents theretofore executed and punctual payment of delivered in connection with the principal of Original Financing Agreement and interest on the Securities when Existing Financing Agreement and as together with any amendments, supplements or modifications thereto and any other Security Documents executed and delivered in connection with the same Term Loans 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 sufficient to create in favor of and interest on the Securities and performance of all other Security Obligations of the Company and the Guarantors to the Holders or the Trustee or the Collateral Agent and the Lenders a legal, valid and enforceable first priority security interest (except for Permitted Liens under this IndentureSubsections (e) and (m) of the definition of Permitted Liens) in and to the Collateral. All filings, recordings and deliveries of instructions and other actions necessary or desirable in the opinion of the Collateral Agent, the Securities Lenders or their respective counsel in order to protect, preserve and perfect the Security Documents, according to the terms hereunder and thereunder, are secured as Liens provided in such Security Documents and/or the rights of the Secured Parties thereunder (except the entering into of amendments to each of the Security Documents and the Intercreditor Agreement which define that reflect the terms of the Liens that secure Debt Restructuring set forth in this Agreement, which shall be completed in accordance with Section 8.1(q) of this Agreement) shall have been duly executed by the Security ObligationsBorrower and its Subsidiaries, as applicable, and provide that registered, or filed for registration and a certified copy of the Liens granted thereunder secure registered agreement or deed or of the Obligations on a third-priority basis. The Trustee and the Company hereby acknowledge and agree that the Trustee official receipt or the Collateral Agentother document evidencing such registration or filing, 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, by accepting a Security, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents have been delivered to the Collateral Agent pursuant Agent. Except as contemplated by Section 8.1(t) of this Agreement, all fees, taxes, expenses and other costs related to the filing and/or registration and/or recording of such Security DocumentsDocuments shall have been paid in full by the Borrower, and will do or cause to be done all such acts and things as may be required by this Section 12.01 to assure and confirm certified copies of the receipts thereof shall have been delivered to the Trustee and Administrative Agent; provided, however, that the Borrower shall not be responsible for any such fees, taxes, expenses or other costs in connection with the filing of any Security Documents as a result of the assignment of the Assigned Indebtedness from Nortel to MSSF; provided further, however, that the Borrower shall be responsible for any such fees, taxes, expenses or other costs in connection with the filing of any Security Documents as a result of the change of the collateral agent from Nortel to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein expressed. The Company shall take, and shall cause its Subsidiaries to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Security Obligations of the Company and the Guarantors hereunder and thereunder, a valid and enforceable perfected third-priority Lien (subject to Permitted Prior Liens) and security interest in and on all the Collateral, in favor of the Collateral Agent for the benefit of the Holders, in accordance with the terms of the Security Documents and the Intercreditor AgreementAgent.

Security Documents. The due and punctual payment of the principal of of, premium on, if any, and interest on interest, if any, on, the Securities Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium on, if any, and interest interest, if any (to the extent permitted by law), on the Securities Notes and performance of all other Security Obligations obligations of the Company and the Guarantors to the Holders of Notes or the Trustee or the Collateral Agent under this IndentureIndenture and the Notes (including, without limitation, the Securities and the Security DocumentsNote Guarantees), according to the terms hereunder and or 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 has entered into simultaneously with the Trustee or the Collateral Agent, as the case may be, holds the Collateral in trust for the benefit execution of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents and the Intercreditor Agreementthis Indenture. Each HolderHolder of Notes, by accepting a Securityits acceptance thereof, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their its terms and authorizes and directs the Collateral Agent Trustee to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The At the expense of the Company, the Company shall will deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by this Section 12.01 the provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral Agent Trustee the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities Notes secured hereby, according to the intent and purposes herein expressed. The At the written request of the Collateral Trustee, or as otherwise required by the Security Documents, the Company shall will take, and shall will cause its Subsidiaries each Subsidiary Guarantor to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Security Obligations of the Company and the Guarantors hereunder and thereunderhereunder, a valid and enforceable perfected third-first priority Lien (subject to Permitted Prior Liens) and security interest in and on all the CollateralCollateral (subject to Permitted Liens) to the extent provided in the Security Documents, in favor of the Collateral Agent Trustee for the benefit of the HoldersHolders of Notes, in accordance with superior to and prior to the terms rights of the Security Documents all third Persons and the Intercreditor Agreementsubject to no other Liens than Permitted Liens.

Security Documents. The due and punctual payment of the principal of and interest on the Securities when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption, special redemption or otherwise, and interest on the overdue principal of and interest on the Securities and performance of all other Security Obligations obligations of the Company and the Guarantors to the Holders or the Trustee or the Collateral Agent under this Indenture, Indenture and the Securities and the Security DocumentsSubsidiary Guarantees, according to the terms hereunder and or thereunder, are shall be 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 AgreementDocuments. Each Holder, by accepting a Securityits acceptance of the Securities and the Subsidiary Guarantees, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Trustee and the Collateral Agent to enter into the such Security Documents and the Intercreditor Agreement and to perform its their obligations and exercise its their rights thereunder in accordance therewith. The Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by this Section 12.01 the provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities and the Subsidiary Guarantees secured herebythereby, according to the intent and purposes herein and therein expressed. The Company shall take, take and shall cause its Subsidiaries the Guarantors to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Security Obligations obligations of the Company and the Guarantors hereunder and thereunderhereunder, for so long as the Securities are to be secured as provided in the Security Documents, a valid and enforceable perfected third-priority Lien (subject to Permitted Prior Liens) lien on and security interest in and on all the Collateral, in favor of the Collateral Agent for the benefit of the HoldersTrustee, the Holders and other Persons for whose benefit the Collateral Agent acts pursuant to the Security Documents. Each of the Company and the Guarantors covenants and agrees that it shall execute, acknowledge and deliver to the Collateral Agent such further assignments, transfers, assurances or other instruments and shall do or cause to be done all such acts and things as may be necessary or proper to assure and confirm to the Collateral Agent its interest in accordance with the terms of Collateral, or any part thereof, as from time to time constituted, and the right, title and interest in and to the Security Documents so as to render the same available for the security and benefit of this Indenture and of the Intercreditor AgreementSecurities.

Security Documents. The due and punctual payment of the principal of principal, premium, if any, and interest on the Securities Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of principal, premium, if any, and interest (to the extent permitted by law), on the Securities Notes and performance of all other Security Obligations of the Company and the Guarantors EFIH to the Holders of Notes or the Trustee or the Collateral Agent under this Indenture, the Securities Indenture and the Security DocumentsNotes, according to the terms hereunder and or thereunder, are secured as provided in the Security Documents Pledge Agreement and the Intercreditor Agreement Collateral Trust Agreement, which define EFIH has entered into simultaneously with the terms execution 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 this Indenture and the Company hereby acknowledge forms of which are attached hereto as Exhibit C and agree that the Trustee or the Collateral AgentExhibit D, 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 Agreementrespectively. Each HolderHolder of Notes, by accepting a Securityits acceptance thereof, consents and agrees to the terms of the Security Documents Pledge Agreement and the Intercreditor Collateral Trust Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Collateral Agent Trustee and/or the Trustee (as the case may be) to enter into the Pledge Agreement, the Collateral Trust Agreement and any other Security Documents and the Intercreditor Agreement Document and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company EFIH, at its own expense, shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent Trustee pursuant to the Security DocumentsPledge Agreement and Collateral Trust Agreement, and will shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by this Section 12.01 the provisions of the Pledge Agreement or the Collateral Trust Agreement, to assure and confirm to the Trustee and the Collateral Agent Trustee the security interest in the Collateral contemplated hereby, by the Security Documents Pledge 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 Securities Notes secured hereby, according to the intent and purposes herein expressed. The Company Subject to the terms of the Pledge Agreement, EFIH, at its own expense, shall take, and shall cause its Subsidiaries to takeupon request of the Trustee, any and all actions reasonably required to cause the Security Documents Pledge Agreement to create and maintain, as security for the Security Obligations of the Company and the Guarantors hereunder and thereunderEFIH hereunder, a valid and enforceable perfected third-priority Lien (subject to Permitted Prior Liens) and security interest in and on all the Collateral, in favor of the Collateral Agent Trustee for the benefit of the HoldersHolders of Notes and future permitted Parity Lien Obligations, in accordance with superior to and prior to the terms rights of the Security Documents all third Persons and the Intercreditor Agreementsubject to no other Liens other than Permitted Liens.

Security Documents. The due and punctual payment of Each Lender hereby further authorizes the principal Administrative Agent, on behalf of and interest on the 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 on the Securities and performance of all other Security Obligations of the Company and the Guarantors to the Holders or the Trustee or the Collateral Agent under this Indenture, the Securities and the Security Documents, according to the terms hereunder 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 Lenders, to enter into each Security Document as secured party, and each Lender agrees to be bound by the Holdersterms of each Security Document; provided that the Administrative Agent shall not (i) enter into or consent to any written amendment, modification, termination or waiver of any provision contained in each case any Security Document, or (ii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Security Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 11.4, all Lenders); provided further, however, that, without further written consent or authorization from the Lenders, the Administrative Agent may execute any documents or instruments necessary to (a) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or that is otherwise required to be released pursuant to this Agreement or to which Requisite Lenders have otherwise consented. Anything contained in any of the Loan Documents to the contrary notwithstanding, the Administrative Agent and each Lender hereby agree that (1) no Lender shall have any right individually to realize upon any of the Collateral under any Security Document, it being understood and agreed that all rights and remedies under the Security Documents and the Intercreditor Agreement. Each Holder, by accepting a Security, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by this Section 12.01 to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, exercised solely by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein expressed. The Company shall take, and shall cause its Subsidiaries to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Security Obligations of the Company and the Guarantors hereunder and thereunder, a valid and enforceable perfected third-priority Lien (subject to Permitted Prior Liens) and security interest in and on all the Collateral, in favor of the Collateral Administrative Agent for the benefit of the Holders, Lenders in accordance with the terms thereof, and (2) in the event of a foreclosure by the Administrative Agent on any of the Security Documents Collateral pursuant to a public or private sale, the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Intercreditor AgreementAdministrative Agent, as agent for and representative of the Lenders (but not any Lender or the Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Administrative Agent at such sale.

Security Documents. The due and punctual payment of the principal of and premium, if any, and interest (including Additional Interest, if any) on the Securities Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and premium, if any, and interest (including Additional Interest, if any) (to the extent permitted by law), on the Securities Notes and performance of all other Security Obligations of the Company and the Guarantors EFIH to the Holders of Notes or the Trustee or the Collateral Agent under this Indenture, the Securities Indenture and the Security DocumentsNotes, according to the terms hereunder and or thereunder, are secured as provided in the Security Documents Pledge Agreement 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 Trust Agreement. Each HolderHolder of Notes, by accepting a Securityits acceptance thereof, consents and agrees to the terms of the Security Documents Pledge Agreement and the Intercreditor Collateral Trust Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Collateral Agent Trustee and/or the Trustee (as the case may be) to enter into the Pledge Agreement, the Collateral Trust Agreement and any other Security Documents and the Intercreditor Agreement Document and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company EFIH, at its own expense, shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent Trustee pursuant to the Security DocumentsPledge Agreement and Collateral Trust Agreement, and will shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by this Section 12.01 the provisions of the Pledge Agreement or the Collateral Trust Agreement, to assure and confirm to the Trustee and the Collateral Agent Trustee the security interest in the Collateral contemplated hereby, by the Security Documents Pledge 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 Securities Notes secured hereby, according to the intent and purposes herein expressed. The Company Subject to the terms of the Pledge Agreement, EFIH, at its own expense, shall take, and shall cause its Subsidiaries to takeupon request of the Trustee, any and all actions reasonably required to cause the Security Documents Pledge Agreement to create and maintain, as security for the Security Obligations of the Company and the Guarantors hereunder and thereunderEFIH hereunder, a valid and enforceable perfected third-priority Lien (subject to Permitted Prior Liens) and security interest in and on all the Collateral, in favor of the Collateral Agent Trustee for the benefit of the HoldersHolders of Notes and future permitted Parity Lien Obligations, in accordance with superior to and prior to the terms rights of the Security Documents all third Persons and the Intercreditor Agreementsubject to no other Liens other than Permitted Liens and other Liens permitted pursuant to Section 4.12 hereof.

Security Documents. The due and punctual payment of the principal of of, premium on, if any, and interest on interest, if any, on, the Securities Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium on, if any, and interest interest, if any (to the extent permitted by law), on the Securities Notes and performance of all other Security Obligations obligations of the Company and the Guarantors to the Holders of Notes or the Trustee or the Collateral Agent under this IndentureIndenture and the Notes (including, without limitation, the Securities and the Security DocumentsNote Guarantees), according to the terms hereunder and or 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 AgreementDocuments. Each HolderHolder of Notes, by accepting a Securityits acceptance thereof, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their its terms and authorizes and directs the Collateral Agent Trustee and the Trustee to enter into the Security Documents and to which they are a party (including the 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 At the expense of the Company, the Company shall will deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by this Section 12.01 the provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral Agent Trustee the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities Notes secured hereby, according to the intent and purposes herein expressed. The At the written request of the Collateral Trustee, or as otherwise required by the Security Documents, the Company shall will take, and shall will cause its Subsidiaries each Subsidiary Guarantor to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Security Obligations of the Company and the Guarantors hereunder and thereunderhereunder, a valid and enforceable perfected third-first priority Lien (subject to Permitted Prior Liens) and security interest in and on all the CollateralCollateral (subject to Permitted Liens) to the extent provided in the Security Documents, in favor of the Collateral Agent Trustee for the benefit of the HoldersHolders of Notes, in accordance with superior to and prior to the terms rights of the Security Documents all third Persons and the Intercreditor Agreementsubject to no other Liens than Permitted Liens.

Security Documents. The due and punctual payment of the principal of of, premium on, if any, and interest on on, the Securities Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium on, if any, and interest (to the extent permitted by law), on the Securities Notes and performance of all other Security Obligations obligations of the Company and the Guarantors to the Holders of Notes or the Trustee or the Collateral Agent under this IndentureIndenture and the Notes (including, without limitation, the Securities and the Security DocumentsNote Guarantees), according to the terms hereunder and or thereunder, are secured as provided in the Security Documents and the Intercreditor Agreement Documents, 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 has entered into simultaneously with the Trustee or the Collateral Agent, as the case may be, holds the Collateral in trust for the benefit execution of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents and the Intercreditor Agreementthis Indenture. Each HolderHolder of Notes, by accepting a Securityits acceptance thereof, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their its terms and authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall will deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by this Section 12.01 the provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities Notes secured hereby, according to the intent and purposes herein expressed. The Company shall will take, and shall will cause its Subsidiaries to take, take any and all actions necessary or proper or as may be reasonably required requested by the Collateral Agent to cause the Security Documents to create and maintain, as security for the Security Obligations of the Company and the Guarantors hereunder and thereunderhereunder, a valid and enforceable perfected third-second priority Lien (subject to Permitted Prior Liens) and security interest in and on all the Collateral, in favor of the Collateral Agent for the benefit of the HoldersHolders of Notes, in accordance with superior to and prior to the terms rights of the Security Documents all third Persons and the Intercreditor Agreementsubject to no other Liens other than Permitted Prior Liens.

Security Documents. The due and punctual payment of the principal of and interest and Additional Interest, if any, on the Securities Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Interest (to the extent permitted by law), if any, on the Securities Notes and performance of all other Security Obligations obligations of the Company and the Guarantors to the Holders of Notes or the Trustee or the Collateral Agent under this Indenture, the Securities Indenture and the Security DocumentsNotes, according to the terms hereunder and or 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 has entered into simultaneously with the Trustee or the Collateral Agent, as the case may be, holds the Collateral in trust for the benefit execution of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents and the Intercreditor Agreementthis Indenture. Each HolderHolder of Notes, by accepting a Securityits acceptance thereof, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Shared Collateral) as the same may be in effect or may be amended from time to time in accordance with their its terms and authorizes and directs the Collateral Agent Trustee to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall will deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by this Section 12.01 the provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral Agent Trustee the security interest in the Shared Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities Notes secured hereby, according to the intent and purposes herein expressed. The Company shall will take, and shall will cause its Subsidiaries to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Security Obligations of the Company and the Guarantors hereunder and thereunderhereunder, a valid and enforceable perfected third-first priority Lien (subject to Permitted Prior Liens) and security interest in and on all the Shared Collateral, in favor of the Collateral Agent Trustee for the benefit of the HoldersHolders of Notes, in accordance with superior to and prior to the terms rights of the Security Documents all third Persons and the Intercreditor Agreementsubject to no other Liens than Permitted Liens.

Security Documents. (a) The due and punctual payment of the principal of and interest on the Securities Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest on the Securities Notes and performance of all other Security Obligations obligations of the Company and the Guarantors to the Holders holders or the Trustee or the Collateral Agent under this Indenture, the Securities Indenture and the Security DocumentsNotes, according to the terms hereunder and or thereunder, are secured as provided in the Security Documents, including the Initial 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 SHHL have entered into simultaneously with the Trustee or the Collateral Agent, execution of this Indenture and which are attached 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 AgreementExhibit E hereto. Each Holderholder, by accepting a Securityits acceptance thereof, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their its terms and authorizes and directs the Collateral Agent Trustee to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder as a Secured Party in accordance therewith. The Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by this Section 12.01 applicable law or may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities Notes secured hereby, according to the intent and purposes herein expressed. The Company shall will take, and shall will cause its Subsidiaries to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Security Obligations of the Company and the Guarantors hereunder and thereunderhereunder, a valid and enforceable perfected third-first priority Lien (subject to Permitted Prior Liens) and security interest in and on all the Collateral, in favor of the Collateral Agent Trustee, as Secured Party, for the benefit of the Holdersholders, in accordance with superior to and prior to the terms rights of the Security Documents all third Persons and the Intercreditor Agreementsubject to no other Liens than Permitted Liens.

Security Documents. (a) The due and punctual payment of the principal of and interest on the Securities Note 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 on the Securities Note and performance of all other Security Obligations obligations of the Company and the Guarantors to the Holders or the Trustee or the Collateral Agent under this Indenture, the Securities Agreement and the Security DocumentsNote, according to the terms hereunder and or thereunder, are secured as provided in the Security Documents and which the Intercreditor Agreement which define Company has entered into simultaneously with the terms execution of the Liens that secure the Security Obligations, and provide that the Liens granted thereunder secure the Obligations on a third-priority basisthis Agreement. 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, by accepting a Securityits acceptance thereof, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewithterms. The Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by this Section 12.01 applicable law or may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral Agent Holders, the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture Agreement and of the Securities Note secured hereby, according to the intent and purposes herein expressed. The Company shall will take, and shall will cause its Subsidiaries to take, upon request of the Holders, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Security Obligations of the Company and the Guarantors hereunder and thereunderhereunder, a valid and enforceable perfected third-first priority Lien (subject to Permitted Prior Liens) and security interest in and on all the Collateral, in favor of the Collateral Agent for the benefit of the Holders, in accordance with superior to and prior to the terms rights of the Security Documents all third Persons and the Intercreditor Agreementsubject to no other Liens than Permitted Liens.

Security Documents. (a) The due and punctual payment of the principal of of, premium on, if any, and interest interest, if any, on the Securities Notes 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 of, premium on, if any, and interest (to the extent permitted by law), if any, on the Securities Notes and any Guarantee, and performance of all other Security Obligations obligations of the Company Issuer and the Guarantors any Guarantor to the Holders or Holders, the Trustee or the and each Collateral Agent under this Indenture, the Securities Notes and the Security Documentsany Guarantee, according to the terms hereunder and or 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, by accepting a Securityits acceptance thereof, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement and any Additional Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of CollateralCollateral and authorizing each Collateral Agent to enter into any Security Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with their its terms and authorizes and directs the each Collateral Agent to enter into the 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 Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security DocumentsParent Guarantor will, and will cause each of the Restricted Subsidiaries to, do or cause to be done all such acts and things as may be necessary or proper, or as may be required by this Section 12.01 the provisions of the Security Documents, to assure and confirm to the Trustee that the applicable Collateral Agent holds, for the benefit of the Trustee and the Collateral Agent the security interest in the Collateral Holders, duly created, enforceable and perfected Liens as contemplated hereby, hereby and by the Security Documents or any part thereof, as from time to time constitutedand the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Securities secured herebyNotes and any Guarantee, according to the intent and purposes herein expressed. The Company shall Issuer and any Guarantor will each take, and shall the Parent Guarantor will cause its the Restricted Subsidiaries to take, take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Security Documents and the Intercreditor Agreement to create and maintain, as security for the Security Obligations of the Company Issuer and any Guarantor hereunder, in respect of the Guarantors hereunder and thereunderCollateral, a valid and enforceable perfected thirdfirst-priority Lien (subject to Permitted Prior Liens) and security interest Liens in and on all the CollateralCollateral ranking in right and priority of payment as set forth in this Indenture, in favor of the Collateral Agent for the benefit of the Holders, in accordance with Intercreditor Agreement and any Additional Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture, the Security Documents Intercreditor Agreement and the any Additional Intercreditor Agreement.

Security Documents. The EFIH’s Guarantee of the due and punctual payment of the principal of principal, premium, if any, and interest (including any Additional Interest) on the Securities Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of principal, premium, if any, and interest (to the extent permitted by law), on the Securities Notes and performance of all other Security Obligations of the Company and the Guarantors EFIH to the Holders of Notes or the Trustee or the Collateral Agent under this Indenture, the Securities Indenture and the Security DocumentsNotes (including, without limitation, its Guarantee thereof), according to the terms hereunder and or thereunder, are secured as provided in the Security Documents Pledge Agreement 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 Trust Agreement. Each HolderHolder of Notes, by accepting a Securityits acceptance thereof, consents and agrees to the terms of the Security Documents Pledge Agreement and the Intercreditor Collateral Trust Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Collateral Agent Trustee and/or the Trustee (as the case may be) to enter into the Pledge Agreement, the Collateral Trust Agreement and any other Security Documents and the Intercreditor Agreement Document and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company EFIH, at its own expense, shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent Trustee pursuant to the Security DocumentsPledge Agreement and Collateral Trust Agreement, and will shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by this Section 12.01 the provisions of the Pledge Agreement or the Collateral Trust Agreement, to assure and confirm to the Trustee and the Collateral Agent Trustee the security interest in the Collateral contemplated hereby, by the Security Documents Pledge 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 Securities Notes secured hereby, according to the intent and purposes herein expressed. The Company Subject to the terms of the Pledge Agreement, EFIH, at its own expense, shall take, and shall cause its Subsidiaries to takeupon request of the Trustee, any and all actions reasonably required to cause the Security Documents Pledge Agreement to create and maintain, as security for the Security Obligations of the Company and the Guarantors hereunder and thereunderEFIH hereunder, a valid and enforceable perfected third-priority Lien (subject to Permitted Prior Liens) and security interest in and on all the Collateral, in favor of the Collateral Agent Trustee for the benefit of the HoldersHolders of Notes and future permitted Parity Lien Obligations, in accordance with superior to and prior to the terms rights of the Security Documents all third Persons and the Intercreditor Agreementsubject to no other Liens other than Permitted Liens.

Security Documents. The due and punctual payment of the principal of of, premium and interest on the Securities Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest on the Securities Notes and payment and performance of all other Security Obligations obligations of the Company and Company, shall be secured by a pledge of a perfected security interest in the Guarantors to the Holders or the Trustee or Collateral in favor of the Collateral Agent under this Indenture, on its behalf and on behalf of the Securities Trustee and the Security Documents, according to the terms hereunder and thereunder, are secured Holders as provided in the Security Documents and the Intercreditor Agreement Documents, which define the terms of the Liens that secure the Security Obligationsobligations of the Company, and provide that subject to the Liens granted thereunder secure terms of the Obligations on a third-priority basisSubordination Agreement. The Trustee and the Company hereby acknowledge and agree that the Trustee or the Collateral Agent, as the case may be, Agent holds the Collateral in trust for the benefit of the Trustee Holders and the Holders, in each case pursuant to the terms of the Security Documents and the Intercreditor Subordination Agreement. Each Holder, by accepting a SecurityNote, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Collateral) and the Subordination Agreement, in each case, as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture and the Subordination Agreement, and authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Subordination Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Subject to the Subordination Agreement, the Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) Agent copies of all documents delivered required to the Collateral Agent be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01 16.01, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities Notes secured hereby, according to the intent and purposes herein expressed. The Company shall take, and shall cause its Subsidiaries to take, take 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 Security Documents to create and maintain, as security for the Security Obligations obligations of the Company and the Guarantors hereunder and thereunderCompany, a valid and enforceable perfected third-priority (to the extent such security interest can be perfected by filing a UCC financing statement) Lien (subject to Permitted Prior Liens) and security interest in and on all of the CollateralCollateral (subject to the terms of the Subordination Agreement and the Security Documents), in favor of the Collateral Agent for the benefit of the Holders, in accordance with the terms of the Security Documents and the Intercreditor Agreement.

Security Documents. The due and punctual payment of the principal of and interest interest, premium, if any, on the Securities Notes when and as the same shall be become due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwiseotherwise and whether by the Company pursuant to the Notes or by any Guarantor pursuant to its Note Guarantees, the payment of all other Notes Obligations and interest on the overdue principal of and interest on the Securities and performance of all other Security Obligations obligations of the Company and the Guarantors to the Holders or the Trustee or the Collateral Agent under this Indenture, the Securities Notes, the Note Guarantees and the Security Documents, according to the terms hereunder and thereunder, Documents are secured as provided in the Security Documents Documents, certain of which the Company and the Intercreditor Agreement which define Guarantors have entered into simultaneously with the terms execution of this Indenture and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Company and each of the Liens that secure the Security Obligations, Guarantors consents 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 agrees to be bound by the terms of the Security Documents and the Intercreditor Agreement. Each HolderDocuments, by accepting a Security, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms time, and authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and agrees to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to and each of the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and Guarantors will do or cause to be done all such acts and things as may be required by this Section 12.01 the provisions of the Security Documents to assure and confirm to the Collateral Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein expressedNotes. The Company shall will take, and shall will cause its Subsidiaries to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Security Obligations of the Company and the Guarantors hereunder and thereunderPriority Lien Obligations, a valid and enforceable perfected third-priority Lien (subject to Permitted Prior Liens) and security interest in and on all the Collateral, Collateral in favor of the Collateral Agent Trustee for the benefit of the HoldersHolders of Notes, in accordance holders of other Priority Lien Obligations, to the extent required by, and with the terms of Lien priority required under, the Security Documents and the Intercreditor AgreementSecured Debt Documents.

Security Documents. The due and punctual payment of the principal of of, premium and interest interest, if any, on the Securities Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest on the Securities Notes and payment and performance of all other Security Obligations of the Company and the Guarantors to the Holders or Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Securities Notes, the Note Guarantees, the First Lien Intercreditor Agreement, the Junior Lien Intercreditor Agreement, if any, and the Security Documents, according to the terms hereunder and or thereunder, are shall be 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 AgreementDocuments. Each Holder, by accepting a SecurityNote, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for the possession, use, release and foreclosure and release of Collateral) and the First Lien Intercreditor Agreement and 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 their terms and this Indenture, and authorizes and directs the Notes Collateral Agent and the Trustee, if applicable, to enter into the 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 time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee (if it is not itself then the Notes Collateral Agent) Agent copies of all documents delivered required to the Collateral Agent be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by this Section 12.01 the Security Documents, to assure and confirm to the Trustee and the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities Notes secured hereby, according to the intent and purposes herein expressed. The Company shall takeOn or following the Issue Date and subject to the First Lien Intercreditor Agreement and the Perfection Exceptions, and shall cause its Subsidiaries to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Security Obligations of the Company and the Guarantors hereunder shall promptly execute, file or cause the filing of any and thereunderall further documents, a valid financing statements (including continuation statements and enforceable perfected thirdamendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Notes Collateral Agent may reasonably request, 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 (including, for the avoidance of doubt, correcting any material defect or error that may be discovered in the execution, acknowledgement, filing or recordation of any Security Document or other document or instrument relating to any Collateral), all at the expense of the Company. In addition, from time to time, the Company and each Guarantor will reasonably promptly secure the obligations under this Indenture and the Security Documents by pledging or creating, or causing to be pledged or created, first-priority Lien perfected security interests (subject to Permitted Prior Liens) and security interest in and on all with respect to the Collateral, in favor of the Collateral Agent for the benefit of the Holders, in accordance with the terms of . Such security interests and Liens will be created under the Security Documents and the Intercreditor Agreementother security agreements and other instruments and documents.

Security Documents. The due and punctual payment of the principal of and interest interest, premium, if any, and Additional Interest, if any, on the Securities Notes when and as the same shall be become due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwiseotherwise and whether by the Company pursuant to the Notes or by any Guarantor pursuant to its Note Guaranties, the payment of all other Notes Obligations and interest on the overdue principal of and interest on the Securities and performance of all other Security Obligations obligations of the Company and the Guarantors to the Holders or the Trustee or the Collateral Agent under this Indenture, the Securities Notes, the Note Guaranties and the Security Documents, according to the terms hereunder and thereunder, Documents are secured as provided in the Security Documents which the Company and the Intercreditor Agreement which define Guarantors have entered into simultaneously with the terms execution of this 107 Indenture and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Company and each of the Liens that secure the Security Obligations, Guarantors consents 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 agrees to be bound by the terms of the Security Documents and the Intercreditor Agreement. Each HolderDocuments, by accepting a Security, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms time, and authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and agrees to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to and each of the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and Guarantors will do or cause to be done all such acts and things as may be required by this Section 12.01 the provisions of the Security Documents to assure and confirm to the Collateral Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein expressedNotes. The Company shall will take, and shall will cause its Subsidiaries to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Security Priority Lien Obligations of the Company and the Guarantors hereunder and thereunderany Subordinated Lien Obligations, a valid and enforceable perfected third-priority Lien (subject to Permitted Prior Liens) and security interest in and on all the Collateral, Collateral in favor of the Collateral Agent Trustee for the benefit of the HoldersHolders of Notes, in accordance holders of other Priority Lien Obligations and any holders of Subordinated Lien Obligations, to the extent required by, and with the terms of Lien priority required under, the Security Documents and the Intercreditor AgreementSecured Debt Documents.

Security Documents. The due and punctual payment of the principal of of, premium and interest on the Securities Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest on the Securities Notes and performance of all other Security Obligations of the Company and the Guarantors to the Holders Holders, the Second Lien Collateral Agent or the Trustee or the Collateral Agent under this Indenture, the Securities Notes, the Guarantees, the Intercreditor Agreement and the Security Documents, according to the terms hereunder and or thereunder, are shall be secured as provided in the Security Documents and the Intercreditor Agreement Documents, which define the terms of the Liens that secure the Security Obligations, and provide that subject to the Liens granted thereunder secure terms of the Obligations on a third-priority basisIntercreditor Agreement. The Trustee Trustee, the Company and the Company Guarantors hereby acknowledge and agree that the Trustee or the Second Lien Collateral Agent, as the case may be, Agent holds the Collateral in trust as security for the benefit of the Holders, the Trustee and the Holders, in each case Second Lien Collateral Agent and pursuant to the terms of the Security Documents and the Intercreditor Agreement. Each Holder, by accepting a SecurityNote, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreement, and authorizes and directs the Second Lien Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewithAgreement. The Company shall deliver to the Trustee (if it is not itself then the Second Lien Collateral Agent) Agent copies of all documents delivered required to the Collateral Agent be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01 12.01, to assure and confirm to the Trustee and the Second Lien Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities Notes secured hereby, according to the intent and purposes herein expressed. The Company shall takeshall, and shall cause its the Restricted Subsidiaries to takeof the Company (in each case at the expense of the Company or Restricted Subsidiary) to, take 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 Security Documents to create and maintain, as security for the Security Obligations of the Company and the Guarantors hereunder to the secured parties under this Indenture, the Notes, the Guarantees, the Intercreditor Agreement and thereunderthe Security Documents, a valid and enforceable perfected third-priority Lien (subject to Permitted Prior Liens) and security interest in and on all of the CollateralCollateral (subject to the 108 terms of the Intercreditor Agreement and the Security Documents), in favor of the Second Lien Collateral Agent for the benefit of the Holders, in accordance with the terms of the Security Documents Holders and the Intercreditor AgreementTrustee subject to no Liens other than Permitted Liens.

Security Documents. The due and punctual payment of the principal of and premium, interest and Additional Amounts, if any, on the Securities Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Securities Notes and the Notes Guarantees, and performance of all other Security Obligations monetary obligations of the Company Issuer and the Guarantors to the Holders of Notes or the Trustee or the Collateral Agent under this Indenture, the Securities and Notes or the Security DocumentsNote Guarantees, according to the terms hereunder and or thereunder, are secured as provided in the Security Documents and the Group 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 AgreementDeed. Each HolderHolder of Notes, by accepting a Securityits acceptance thereof, consents and agrees to the terms of the Security Documents and the Group Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) Deed as the same may be in effect or may be amended from time to time in accordance with their terms terms, and authorizes and directs the Collateral Agent Trustee and the Security Trustee to enter into the relevant Security Documents and the Group Intercreditor Agreement Deed (as applicable) and to perform its their respective obligations and exercise its their respective rights thereunder in accordance therewith. The Company shall Issuer will deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent Security Trustee pursuant to the Security DocumentsDocuments and the Group Intercreditor Deed (as applicable). Each of the Company, the Issuer and the Guarantors will take, and will do or cause its respective Subsidiaries to be done all such acts and things as may be required by this Section 12.01 to assure and confirm to take, upon request of the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein expressed. The Company shall take, and shall cause its Subsidiaries to takeTrustee, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Security Obligations of the Company Issuer and the Guarantors hereunder and thereunderhereunder, a valid and enforceable perfected third-priority Lien (subject to Permitted Prior Liens) and security interest in and on all the Collateral, relevant Collateral in favor of the Collateral Agent for the benefit of the Holders, in accordance with the terms of Trustee or the Security Documents and Trustee, as the Intercreditor Agreementcase may be.

Security Documents. The due and punctual payment of the principal of of, premium, if any, and interest on the Securities Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium, if any, and interest on the Securities Notes and performance of all other Security Obligations of the Company and the Guarantors to the Holders or the Trustee or the Collateral Agent under this Indenture, the Securities Indenture and the Security DocumentsNotes, according to the terms hereunder and or 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, Obligations and provide that the Liens granted thereunder secure the Obligations on a second-priority basis (or, solely in the case of the Mortgage granted with respect to the property secured by the Tampa Mortgage, on a third-priority basis. The Trustee and ), ranking only after the Company hereby acknowledge and agree that the Trustee or first Liens on the Collateral Agentsecuring the First-Lien Credit Facilities. Each Holder, as the case may beby its acceptance of a Note, holds the Collateral in trust for the benefit consents and agrees to all of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents and the Intercreditor Agreement. Each Holder, by accepting a Security, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, including the provisions providing for foreclosure the exercise of remedies and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms terms, and authorizes and directs the Collateral Agent Trustee to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the next sentence of this Section 12.01 10.01, to assure and confirm to the Trustee and the Collateral Agent the security interest in Liens upon the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities Obligations secured hereby, according to the intent and purposes herein expressed. The Company shall take, and shall cause its their Restricted Subsidiaries to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Security Obligations of the Company and the Guarantors hereunder and thereunderhereunder, after the Discharge of First Lien Obligations, a valid and enforceable perfected thirdfirst-priority Lien (subject to Permitted Prior Liens) and security interest in and on all the Collateral, in favor of the Collateral Agent for the ratable benefit of the HoldersHolders and the Trustee, and if the Discharge of First Lien Obligations has not occurred, a valid and enforceable perfected second-priority Lien on all the Collateral (or, solely in the case of the Mortgage granted with respect to the property secured by the Tampa Mortgage, on a third-priority basis), in accordance with favor of the Collateral Agent for the ratable benefit of the Holders and the Trustee, ranking only after the first Liens on the Collateral securing the First-Lien Credit Facilities. The Trustee and the Company hereby acknowledge and agree that the Collateral Agent holds the Collateral for the ratable benefit of the Holders and the Trustee pursuant to the terms of the Security Documents and the Intercreditor AgreementDocuments.

Security Documents. The due (a) On or before October 31, 1997, each Borrower which owns an ownership interest in a Subsidiary shall, and punctual payment shall cause each of its Subsidiaries which owns an ownership interest in a Subsidiary to, take all such action and execute such agreements, documents and instruments, including without limitation execution and delivery of the principal of and interest on the Securities when and as the same shall Pledge Agreement, that may be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption necessary or otherwise, and interest on the overdue principal of and interest on the Securities and performance of all other Security Obligations of the Company and the Guarantors desirable to grant to the Holders or the Trustee or the Collateral Agent under this Indenture, the Securities and the Security Documents, according to the terms hereunder 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 HoldersBanks, in each case pursuant to the terms of the Security Documents and the Intercreditor Agreement. Each Holdera first priority, by accepting a Security, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by this Section 12.01 to assure and confirm to the Trustee and the Collateral Agent the perfected security interest in the Collateral contemplated hereby, by the Security Documents capital stock of any such Subsidiaries. If at any time thereafter any Borrower or any part thereofSubsidiary of a Borrower acquires an ownership interest in or creates an entity which is or becomes a Subsidiary, as from time to time constitutedsuch Borrower shall, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein expressed. The Company shall take, and or shall cause its Subsidiaries Subsidiary, to taketake all such action and execute such agreements, any documents and all actions reasonably instruments, including without limitation execution and delivery of a counterpart signature page in the form of Annex I to the Pledge Agreement, that may be necessary or desirable to grant to the Agent, for the benefit of the Banks, a first priority, perfected security interest in the capital stock of such new Subsidiary. Notwithstanding the foregoing, the Borrowers shall not be required to, or be required to cause its Subsidiaries to, pledge the Security Documents capital stock of (i) any Subsidiary if QDI and/or any of its Subsidiaries is subject to create and maintain, as security for any contractual obligation which prohibits the Security Obligations pledge of the Company and capital stock of such Subsidiary pursuant to the Guarantors hereunder and thereunderPledge Agreement, a valid and enforceable perfected third-priority Lien provided that QDI and/or its Subsidiaries shall use reasonable efforts to obtain any necessary waivers, consents or amendments to permit such pledge or to obtain reasonably equivalent security, (subject to Permitted Prior Liensii) and security interest in and on all the Collateral, in favor any of the Collateral Bruegger's Entities or (iii) the Borrowers and their Subsidiaries shall not be obligated to pledge the capital stock of a Subsidiary, provided that the aggregate value of the capital stock of the Subsidiaries that has not been pledged to the Agent for the benefit of the Holders, in accordance with the terms of the Security Documents and the Intercreditor Agreement.Banks shall not at any time exceed $500,000..

Security Documents. The due and punctual payment of the principal of and interest and Liquidated Damages, if any, on the Securities Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Liquidated Damages, if any, on the Securities Notes and performance of all other Security Obligations obligations of the Company and the Guarantors to the Holders or the Trustee or the Collateral Agent under this Indenture, the Securities Indenture and the Security DocumentsNotes, according to the terms hereunder and or thereunder, are secured as provided in the Security Documents which the Company and the Intercreditor Agreement which define Guarantors have entered into simultaneously with the terms execution of the Liens that secure the Security Obligationsthis Indenture, 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 subject to the terms of the Security Documents and the Intercreditor Agreement. Each Holder, by accepting a Securityits acceptance thereof, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, including the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their its terms or the terms hereof and authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the next sentence of this Section 12.01 10.01, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities Notes secured hereby, according to the intent and purposes herein expressed. The Company shall take, and shall cause its Restricted Subsidiaries to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Security Obligations of the Company and the Guarantors hereunder and thereunderhereunder, a valid and enforceable perfected thirdsecond-priority Lien (subject to Permitted Prior Liens) and security interest in and on 100% of the capital stock of, or other Equity Interests in, existing and future Domestic Subsidiaries and 66% of the capital stock of, or other Equity Interests in, existing and future first-tier Material Foreign Subsidiaries, substantially all the Collateralpersonal property assets of the Company and the Guarantors, all fee interests in real property assets and all Material Leasehold Interests, in favor of the Collateral Agent for the benefit of the Holders, second in accordance with the terms of the Security Documents and the Intercreditor Agreementpriority (subject to Permitted Liens) to Credit Facility Liens.

Security Documents. The due and punctual payment of the principal of and interest on the 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 on the Securities and performance of all other Security Obligations of the Company and the Guarantors to the Holders or the Trustee or the Collateral Agent under this IndentureNotes, the Securities Guarantees and the Security Documents, according to the terms hereunder and thereunder, other Notes Obligations are secured as provided in the Security Documents and (subject to the First Lien Intercreditor Agreement which define Agreement). Such security interests securing the terms Notes Obligations are granted to the Collateral Agent for the benefit of the Liens that secure the Security Obligations, and provide that the Liens granted thereunder secure the Obligations on a third-priority basisNotes Secured Parties. The Trustee and the Company Issuers hereby acknowledge and agree that the Trustee or the Collateral Agent, as the case may be, Agent holds the Collateral in trust for the benefit of the Trustee Notes Secured Parties and the Holders, in each case pursuant to the terms of the Security Documents and the First Lien Intercreditor Agreement. Each Holder, by accepting a SecurityNote, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs the Collateral Agent to enter into the Security Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company Issuers shall deliver to the Trustee (if it is not itself then the Collateral Agent) Agent copies of all documents required to be delivered to the Collateral Agent pursuant to the Security Documents, and the Issuers will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01 12.01, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral 106 contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities Notes secured hereby, according to the intent and purposes herein expressed. The Company shall takeSubject to Section 12.06, the Issuers shall, and shall cause its the Restricted Subsidiaries to takeof the Issuers to, take 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 Security Documents to create and maintain, as security for the Security Notes Obligations to the Trustee, the Collateral Agent and the Holders of the Company Notes under this Indenture, the Notes, the Guarantees, the First Lien Intercreditor Agreement and the Guarantors hereunder Security Documents (to the extent required hereby and thereunderthereby), a valid and enforceable perfected third-priority Lien (subject to Permitted Prior Liens) and security interest in and on all of the CollateralCollateral (subject to the terms of the First Lien Intercreditor Agreement and the Security Documents), in favor of the Collateral Agent for the benefit of the HoldersNotes Secured Parties, in accordance with the terms of the Security Documents and the Intercreditor Agreementsubject to no Liens other than Permitted Liens.

Security Documents. (a) The due and punctual payment of the principal of of, premium and interest on the Securities Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest on the Securities Notes and performance of all other Security Obligations of the Company and the Guarantors to the Holders Holders, Trustee, or the Trustee or the Notes Collateral Agent under this Indenture, the Securities Notes, the Guarantees, the Intercreditor Agreements and the Security Documents, according to the terms hereunder and or thereunder, are shall be secured as provided in the Security Documents and the Intercreditor Agreement Documents, which define the terms of the Liens that secure the Security Secured Notes Obligations, and provide that subject to the Liens granted thereunder secure terms of the Obligations on a third-priority basisIntercreditor Agreements. The Trustee Trustee, the Company and the Company Guarantors hereby acknowledge and agree that the Trustee or Notes Collateral Agent holds the 116 security interest in the Collateral Agent, as the case may be, holds the Collateral in trust for the benefit of the Holders, the Trustee and the Holders, in each case Notes Collateral Agent and pursuant to the terms of the Security Documents and the Intercreditor AgreementAgreements. Each Holder, by accepting a SecurityNote, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Notes Collateral Agent to enter into the Security Documents and the Equal 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 Company shall deliver to the Trustee (if it is not itself then the Notes Collateral Agent) Agent copies of all documents delivered required to the Collateral Agent be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01 12.01, to assure and confirm to the Trustee and the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities Notes secured hereby, according to the intent and purposes herein expressed. The Company shall takeand the Guarantors shall, and shall cause its Subsidiaries to takeat their sole expense, any and take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably required request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to cause 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 Security Documents to create and maintain, as security for the Security Obligations of the Company and the Guarantors hereunder and thereunder, a valid and enforceable perfected third-priority Lien (subject to Permitted Prior Liens) and security interest in and on all the Collateral, in favor of the Collateral Agent for the benefit of the Holders, in accordance with the terms of . 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 Intercreditor AgreementNotes Collateral Agent.

Security Documents. (a) The due and punctual payment of the principal of of, premium and interest on the Securities Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest on the Securities Notes and performance of all other Security Obligations of the Company Issuer and the Guarantors to the Holders or Holders, the Trustee or the Collateral Agent under this Indenture, the Securities Notes, the Note Guarantees, and the Security Documents, according to the terms hereunder and or thereunder, are shall be secured as provided in the Security Documents Documents. The Trustee, the Issuer 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 Guarantors hereby acknowledge and agree that the Trustee or the Collateral Agent, as the case may be, Agent holds the Collateral in trust for the benefit of the Holders, the Trustee and the Holders, in each case Collateral Agent and pursuant to the terms of the Security Documents and the Intercreditor AgreementDocuments. Each Holder, by accepting a SecurityNote, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Collateral) ), each as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture, and authorizes and directs the Trustee and Collateral Agent Agent, if applicable to enter into the applicable DIP Security Documents, and the Exit Security Documents and the Junior Intercreditor Agreement Agreement, if any, at any 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 Company Issuer shall deliver to the Trustee (if it is not itself then and the Collateral Agent) Agent copies of all documents delivered required to the Collateral Agent be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01 12.1, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities Notes secured hereby, according to the intent and purposes herein expressed. The Company shall takeOn or following the Issue Date but prior to the Conversion Date, and subject to the Final DIP Order, without limiting the effect of the Final DIP Order to cause the automatic perfection of the security interests of the Notes Secured Parties against the Issuer and the Grantor to the extent such security interests may be perfected by the entry of the Final DIP Order, the Issuer and the Grantor shall cause its Subsidiaries to take, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under the 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 DIP Security Documents in the DIP Collateral and cause the Collateral Requirement to be and remain satisfied, provided that for so long as there are outstanding any Senior Secured Credit Facility Obligations, no actions reasonably shall be required to be taken with respect to the perfection of security interests in the DIP Security Documents in the DIP Collateral to the extent not required to be taken with respect to the Applicable Credit Agreement. On or following the Conversion Date, the Issuer and the Grantor (and if the Staggered Emergence is undertaken, with respect to any Designated Entity that is an Other Obligor before the Conversion Date, on or promptly following the date such Designated Entity becomes a Restricted Subsidiary of the Issuer after the Conversion Date, such Designated Entity) shall execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under the 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 Exit Security Documents in the Exit Collateral and cause the Collateral Requirement to be and remain satisfied, provided that for so long as there are outstanding any Senior Secured Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of security interests in the Exit Security Documents in the Exit Collateral to create and maintain, as security for the Security Obligations of extent not required to be taken with respect to the Company and the Guarantors hereunder and thereunder, a valid and enforceable perfected third-priority Lien (subject to Permitted Prior Liens) and security interest in and on all the Collateral, in favor of the Collateral Agent for the benefit of the Holders, in accordance with the terms of the Security Documents and the Intercreditor Applicable Credit Agreement.

Security Documents. The due and punctual payment of the principal of of, premium and interest in- terest on the Securities Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest on the Securities Notes and performance of all other Security Notes Obligations of the Company and the Guarantors to the Holders or Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Securities Notes, the Guarantees, the Intercreditor Agreements and the Security Documents, according to the terms hereunder and or thereunder, are shall be secured as provided in the Security Documents and the Intercreditor Agreement Documents, which define the terms of the Liens that secure the Security Notes Obligations, and provide that subject to the Liens granted thereunder secure terms of the Obligations on a third-priority basisIntercreditor Agreements. The Trustee Trustee, the Company and the Company Guarantors hereby acknowledge and agree that the Trustee or the Notes Collateral Agent, as the case may be, Agent holds the Collateral in trust for the benefit of the Holders, the Trustee and the Holders, in each case Notes Collat- eral Agent and pursuant to the terms of the Security Documents and the Intercreditor AgreementAgreements. Each Holder, by accepting a SecurityNote, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercredi- tor Agreements, and authorizes and directs the Notes Collateral Agent to enter into the Security Documents on the date hereof and the Intercreditor Agreement Agreements on the Escrow Release Date, and at any time after Escrow Release Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee (if it is not itself then the Notes Collateral Agent) Agent copies of all documents delivered required to the Collateral Agent be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01 11.01, to assure and confirm to the Trustee and the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities Notes secured hereby, according accord- ing to the intent and purposes herein expressed. The Company shall takeshall, and shall cause its the Restricted Subsidiaries to takeof the Company to, take 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 Security Documents to create and maintain, as security for the Security Notes Obligations of the Company Compa- ny and the Guarantors hereunder to the secured parties under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and thereunderthe Security Documents, a valid and enforceable perfected third-priority Lien (subject to Permitted Prior Liens) and security interest in and on all of the CollateralCollateral (subject to the terms of the Intercreditor Agreements and the Security Documents), in favor of the Notes Collateral Agent for the benefit of the Holders, in accordance with the terms of the Security Documents Trustee and the Intercreditor AgreementNotes Collateral Agent subject to no Liens other than Permitted Liens.

Security Documents. The due and punctual payment of the principal of principal, premium and interest on of or on, and all other Note Obligations relating to, the Securities Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption, special redemption or otherwise, and interest on the overdue principal of and of, interest on and Note Obligations related to the Securities Notes and performance of all other Security Obligations obligations of the Company and the Subsidiary Guarantors to the Holders or the Trustee or the Collateral Agent under and in accordance with all applicable terms and conditions of this Indenture, the Securities Notes and the Security Documents, according to the terms hereunder and thereunder, are Documents shall be 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 AgreementDocuments. Each Holder, by accepting a Securityits acceptance of the Notes, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Collateral Agent Trustee to enter into the such Security Documents and the Intercreditor Agreement and to perform its their obligations and exercise its their rights thereunder in accordance therewith. The Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to any Person(s) other than the Collateral Agent Trustee pursuant to the Security Documents, and will shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by this Section 12.01 the provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities Notes secured herebythereby, according to the intent and purposes herein and therein expressed. The Company shall take, and shall cause its Subsidiaries to takeupon request of the Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Security Obligations obligations of the Company and the Guarantors hereunder and thereunderhereunder, a valid and enforceable perfected third-priority Lien (subject to Permitted Prior Liens) lien on and security interest in and on all the Collateral, Collateral in favor of the Collateral Agent for the benefit of Trustee and the Holders, which lien and security interest shall be a first-priority Lien, subject only to the prior rights of the Senior Lien as expressly provided for under (and as such term is defined in) the Intercreditor Agreement for so long as in effect from and after the effective date of the Supplemental Indenture, entitled to any and all of the rights, priorities and benefits provided for in accordance with the terms and conditions of the Security Documents and the Intercreditor AgreementDocuments.

Security Documents. The due and punctual payment (a) Each of the principal of and interest on the 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 on the Securities and performance of all other Security Obligations of the Company Issuer and the Guarantors shall take, or cause to the Holders be taken, at their expense, all actions necessary or the Trustee or requested by the Collateral Agent under this Indenture(acting at the instruction of the Trustee, who shall act as directed by the Securities Majority Holders) to maintain each Security Document to which it is a party in full force and effect and enforceable in accordance with its terms and to maintain and preserve the Security Documents, according to the terms hereunder and thereunder, are secured as provided in the Liens created by such Security Documents and the Intercreditor Agreement which define priority thereof, including (i) making filings and recordations, (ii) making payments of fees and other charges on a timely basis, (iii) issuing and, if necessary, filing or recording supplemental documentation, including continuation statements, (iv) discharging all claims or other Liens adversely affecting the terms rights of any Secured Party in any Collateral, (v) publishing or otherwise delivering notice to third parties, (vi) depositing title documents and (vii) taking all other actions either necessary or otherwise requested by the Collateral Agent (acting at the instruction of the Liens Trustee, who shall act as directed by the Majority Holders) to ensure that secure all Collateral (including any after-acquired Property of 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 AgentIssuer of either Guarantor, as the case may be, holds the Collateral in trust for the benefit of the Trustee and the Holdersapplicable, in each case pursuant intended to the terms of the be covered by any Security Documents and the Intercreditor Agreement. Each Holder, by accepting a Security, consents and agrees Document to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee (if which it is not itself then the Collateral Agenta party) copies of all documents delivered is subject to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by this Section 12.01 to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein expressed. The Company shall take, and shall cause its Subsidiaries to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Security Obligations of the Company and the Guarantors hereunder and thereunder, a valid and enforceable perfected thirdfirst-priority Lien (subject to Permitted Prior Liens) and security interest in and on all the Collateral, in favor of the Collateral Agent for the benefit of the HoldersSecured Parties (except as otherwise permitted under the Financing Documents). In furtherance of the foregoing, in accordance with (A) each of the terms Issuer and the Guarantors shall ensure that all of its after-acquired Property other than such Property not intended to be covered by such Security Documents shall become subject to the Lien of the Security Documents having the priority contemplated thereby promptly upon the acquisition thereof and (B) each of the Issuer and the Intercreditor AgreementGuarantors shall not open or maintain any bank account (other than each Guarantor’s Offshore Distribution Account) without first taking all such actions as may be necessary or otherwise requested by the Collateral Agent (acting at the instruction of the Trustee, who shall act as directed by the Majority Holders) to ensure that such bank account is subject to a valid and enforceable first priority Lien in favor of the Collateral Agent for the benefit of the Secured Parties.

Security Documents. The due and punctual payment of the principal of of, premium on, if any, interest and interest on Additional Amounts, if any, on, the Securities Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium on, if any, interest and interest Additional Amounts, if any (to the extent permitted by law), on the Securities Notes and performance of all other Security Obligations obligations of the Company and the Guarantors Issuer to the Holders of Notes or the Trustee or the Collateral Agent under this IndentureIndenture and the Notes (including, without limitation, the Securities and the Security DocumentsNote Guarantees), according to the terms hereunder and or 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 HolderHolder of Notes, by accepting a Securityits acceptance thereof, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of CollateralSecurity and authorizing the Security Agent to enter into any Security Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with their its terms and authorizes and directs the Collateral Security Agent to enter into the 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 Company shall Issuer will deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Security Agent pursuant to the 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 necessary or proper, or as may be required by this Section 12.01 the provisions of the Security Documents, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee and the Collateral Agent the security interest in the Collateral Holders, duly created, enforceable and perfected Liens as contemplated hereby, hereby and by the Security Documents or any part thereof, as from time to time constitutedand the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Securities Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Company shall Issuer and any Guarantor will take, and shall the Parent will cause its Restricted Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents and the Intercreditor Agreement to create and maintain, as security for the Security Obligations of the Company Issuer and the Guarantors hereunder and thereunderany Guarantor hereunder, a valid and enforceable perfected third-first priority Lien (subject to Permitted Prior Liens) and security interest in and on all the Collateral, Collateral ranking in favor right and priority of payment as set forth in the Collateral Agent for the benefit of the Holders, in accordance with Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of the Security Documents this Indenture and the Intercreditor Agreement.

Security Documents. The due and punctual payment of the principal of and interest on the Securities Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest on the Securities Notes and performance of all other Security Obligations obligations of the Company and the Guarantors to the Holders or the Trustee or the Collateral Agent under this Indenture, the Securities Notes and the Security DocumentsNote Guarantees, according to the terms hereunder and or thereunder, are secured as provided in the Security Documents which the Company and the Intercreditor Agreement which define Guarantors have entered into prior to and simultaneously with the terms execution of the Liens that secure the Security Obligationsthis Indenture, 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 subject to the terms of the Security Documents and the Intercreditor Agreement. Each Holder, by accepting a Securityits acceptance thereof, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, including the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their the terms thereof and authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and other documents referenced in the Intercreditor Agreement in connection therewith, confirms and ratifies each prior entry by the Collateral Agent into any Security Documents and the Intercreditor Agreement executed prior to the date hereof, and authorizes and directs the Collateral Agent to perform its obligations and exercise its rights thereunder in accordance therewith. The Company and the Guarantors shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the next sentence of this Section 12.01 11.01, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities Notes secured hereby, according to the intent and purposes herein expressed. The Each of the Company and the Guarantors shall take, and shall cause its the Restricted Subsidiaries to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Security Obligations of the Company and the Guarantors hereunder and thereunderhereunder, a valid and enforceable perfected thirdsecond-priority Lien (subject to Permitted Prior Liens) and security interest in and on all the Collateral, in favor of the Collateral Agent for the benefit of the Holders, second in accordance with priority (subject to Collateral Permitted Liens) to any and all security interests at any time granted in the terms of Collateral to secure the Security Documents and the Intercreditor AgreementFirst-Lien Obligations.

Security Documents. The (a) Subject to the Guaranty and Security Principles, the due and punctual payment of the principal of of, premium and interest (including Additional Amounts, if any) on the 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 on the Securities and performance of all other Security Obligations of the Company Issuer and the Guarantors to the Holders or the Trustee or the Collateral Agent under this Indenture, the Securities Securities, the Guarantees and the Security Documents, according to the terms hereunder and or thereunder, are shall be secured as provided in the Security Documents and the Intercreditor Agreement Documents, which define the terms of the Liens that secure the Security Notes Obligations, and provide that subject to the Liens granted thereunder secure terms of the Obligations on a third-priority basisFirst Lien Intercreditor Agreement. The Trustee and the Company Issuer hereby acknowledge and agree that the Trustee or Collateral Agent holds the security interest in the Collateral Agent, as the case may be, holds the Collateral in trust for the benefit of itself, the Holders and the Trustee and the Holders, in each case pursuant to the terms of this Indenture, the Security Documents and the First Lien Intercreditor Agreement. Each Holder, by accepting a Security, and each beneficial owner of an interest in a Security, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs the Collateral Agent to enter into the Security Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company Subject to the Guaranty and Security Principles, the Issuer shall deliver to the Trustee (if it is not itself then the Collateral Agent) Agent copies of all documents delivered required to the Collateral Agent be filed pursuant to the Security DocumentsDocuments to which the Collateral Agent is a party, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01 10.01, to assure and confirm provide to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, hereby and/or by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein expressed. The Company shall takeSubject to the Guaranty and Security Principles, the Issuer shall, and shall cause its the Subsidiaries to takeof the Issuer to, take any and all actions reasonably and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Security Jurisdiction)) required to cause the Security Documents to create and maintain, as security for the Security Notes Obligations of the Company Issuer and the Guarantors hereunder and thereunderto the Notes Secured Parties, a valid and enforceable perfected third-priority Lien (subject to Permitted Prior Liens) and security interest in and on all of the CollateralCollateral (subject to the terms of the First Lien Intercreditor Agreement, any other Acceptable Intercreditor Agreement and the Security Documents), in favor of the Collateral Agent for the benefit of the Holders, in accordance with the terms of the Security Documents Holders and the Intercreditor AgreementTrustee subject to no Liens other than Permitted Liens.

Security Documents. The From and after the Issue Date, the due and punctual payment of the principal of and of, premium, if any, or interest on the Securities Secured 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 of, premium, if any, or interest on the Securities Secured Notes and performance of all other Security Obligations of the Company Issuers and the Guarantors to the Holders or the Trustee or the Collateral Agent under this Indenture, such Secured Notes, the Securities related Note Guarantees and the Security DocumentsDocuments with respect to the Secured Notes, according to the terms hereunder and or thereunder, are shall be secured as provided in the Security Documents and the Intercreditor Agreement Documents, which define the terms of the Liens that secure the Security First Lien Notes Obligations, and provide that the Liens granted thereunder secure the Obligations on a third-priority basis. The Trustee Trustee, the Issuers and the Company Guarantors hereby acknowledge and agree that the Trustee or the Notes Collateral Agent, as the case may be, Agent holds the Collateral in trust for the benefit of the Holders, the Trustee and the Holders, in each case Notes Collateral Agent and pursuant to the terms of the Security Documents and the Intercreditor AgreementDocuments. Each Holder, by accepting a SecuritySecured Note, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture, and authorizes and directs the Notes Collateral Agent to enter into the Security Documents on the Issue Date, and at any time after the Intercreditor Agreement Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company Upon the execution and delivery of the Security Documents, the Issuers shall deliver to the Trustee (if it is not itself then the Notes Collateral Agent) Agent copies of all documents delivered required to the Collateral Agent be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01 12.01, to assure and confirm to the Trustee and the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities Secured Notes secured hereby, according to the intent and purposes herein expressed. The Company shall takeIssuers and Holdings shall, and shall cause its Subsidiaries to takethe Guarantors (other than Holdings) to, take 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 Security Documents to create and maintain, as security for the Security Obligations of the Company Issuers and the Guarantors hereunder to the secured parties under this Indenture, the Secured Notes, the Note Guarantees and thereunderthe Security Documents, a valid and enforceable perfected third-priority Lien (subject to Permitted Prior Liens) and security interest in and on all of the CollateralCollateral (subject to the terms of the Security Documents), in favor of the Notes Collateral Agent for the benefit of the Holders, in accordance with the terms of the Security Documents Holders and the Intercreditor AgreementTrustee subject to no Liens other than 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 laws of any non-U.S. jurisdiction.

Security Documents. (a) The due and punctual payment of the principal of and interest on the Securities Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest on the Securities Notes and performance of all other Security Obligations obligations of the Company and the Guarantors to the Holders or the Trustee or the Collateral Agent under this Indenture, the Securities Indenture and the Security DocumentsNotes, according to the terms hereunder and or 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 has entered into simultaneously with the execution of this Indenture and agree that the Trustee or the Collateral Agent, which is attached 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 AgreementExhibit F hereto. Each Holder, by accepting a Securityits acceptance thereof, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their its terms and authorizes and directs the Collateral Agent Trustee to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder as a Secured Party in accordance therewith. The Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by this Section 12.01 applicable law or may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities Notes secured hereby, according to the intent and purposes herein expressed. The Company shall will take, and shall will cause its Subsidiaries to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Security Obligations of the Company and the Guarantors hereunder and thereunderhereunder, a valid and enforceable perfected third-first priority Lien (subject to Permitted Prior Liens) and security interest in and on all the Collateral, in favor of the Collateral Agent Trustee, as Secured Party, for the benefit of the Holders, in accordance with superior to and prior to the terms rights of the Security Documents all third Persons and the Intercreditor Agreementsubject to no other Liens than Permitted Liens.

Security Documents. The due and punctual payment of the principal of and premium, if any, of, and interest on on, the Securities Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Securities Notes and under this Indenture, performance of all other Security Obligations of the Company and the Guarantors with respect to the Holders or the Trustee or the Collateral Agent under this IndentureNotes, the Securities and the Security Documents, according to the terms hereunder and thereunder, are shall be secured as provided in the Security Documents Documents. The Trustee, the Company 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 Subsidiary Guarantors hereby acknowledge consent and agree that, with respect to that the Trustee or the Collateral Agent, as the case may be, holds portion of the Collateral in trust which the security interest is being perfected by possession, the Revolving Credit Agent and/or the Senior Secured Notes Agent shall hold the Collateral for the benefit of the Trustee and the Holders, in each case pursuant to accordance with the terms of the Security Documents and the Intercreditor Agreement. Each Holder, by accepting a Security, consents and agrees to for the terms purpose of perfecting the Security Documents and Trustee's security interest therein [for so long as any obligations or commitments outstanding under the Intercreditor Revolving Credit Agreement (including, without limitation, or the provisions providing for foreclosure and release of Collateral) as obligations under the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewithSenior Secured Notes]. The Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documentsshall, and will shall cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be necessary or proper, or as may be required by this Section 12.01 the provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, hereby and by the Security Documents or any part thereofDocuments, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities Notes secured herebyhereby and thereby, according to the intent and purposes herein and therein expressed. The Company shall takeshall, and shall cause each of its Restricted Subsidiaries to to, take, upon request of the Trustee or the Collateral Agent, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Security Obligations of the Company and the Guarantors hereunder and thereunderObligations, a valid and enforceable enforceable, perfected third-priority Lien (subject to Permitted Prior Liens) and security interest except as expressly provided herein or therein), Liens in and on all the Collateral, in favor of the Collateral Agent for Agent, superior to and prior to the benefit rights of the Holdersall third Persons, in accordance with and subject to no other Liens, other than as provided herein and therein. Each Holder of a Note, by its acceptance thereof, consents and agrees to the terms of 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. The due All Security Documents theretofore executed and punctual payment delivered in connection with the Original Financing Agreement and the Existing Financing Agreement and together with any amendments, supplements or modifications thereto and any other Security Documents executed and delivered in connection with the Term Loans shall be sufficient to create in favor of the principal of Secured Parties a legal, valid and enforceable first priority security interest on the Securities when (except for Permitted Liens under Subsections (e) 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 on the Securities and performance of all other Security Obligations (m) of the Company definition of Permitted Liens) in and the Guarantors to the Holders Collateral. All filings, recordings and deliveries of instructions and other actions necessary or desirable in the Trustee or opinion of the Collateral Agent under this IndentureAdministrative Agent, the Securities Lenders or their respective counsel in order to protect, preserve and perfect the Liens provided in such Security Documents, according Documents and/or the rights of the Secured Parties thereunder (except for (a) (i) the entering into of the amendment to the terms hereunder deed of mortgage No. 539 dated August 4, 2000 to reflect the assignment by Nortel in favor of MSSF and thereunder(ii) the registration of the assignment by Nortel to MSSF of its rights under the deed of mortgage No. 64 dated March 25, are secured as provided in 2003 and (b) the entering into of amendments to each of the Security Documents and the Intercreditor Agreement which define that reflect the terms of the Liens that secure Debt Restructuring set forth in this Agreement, which shall be completed in accordance with Section 8.1(t) of this Agreement) shall have been duly executed by the Security ObligationsBorrower and its Subsidiaries, as applicable, and provide that registered, or filed for registration and a certified copy of the Liens granted thereunder secure registered agreement or deed or of the Obligations on a third-priority basis. The Trustee and the Company hereby acknowledge and agree that the Trustee official receipt or the Collateral Agentother document evidencing such filing, 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, by accepting a Security, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents have been delivered to the Collateral Agent pursuant Administrative Agent. Except as contemplated by Section 8.1(t) of this Agreement, all fees, taxes, expenses and other costs related to the filing and/or registration and/or recording of such Security DocumentsDocuments shall have been paid in full by the Borrower, and will do or cause to be done all such acts and things as may be required by this Section 12.01 to assure and confirm certified copies of the receipts thereof shall have been delivered to the Trustee and Administrative Agent; provided, however, that the Collateral Agent Borrower shall not be responsible for any such fees, taxes, expenses or other costs in connection with the security interest in the Collateral contemplated hereby, by the filing of any Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and a result of the Securities secured hereby, according to the intent and purposes herein expressed. The Company shall take, and shall cause its Subsidiaries to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Security Obligations assignment of the Company and the Guarantors hereunder and thereunder, a valid and enforceable perfected third-priority Lien (subject Assigned Indebtedness from Nortel or BBVA to Permitted Prior Liens) and security interest in and on all the Collateral, in favor of the Collateral Agent for the benefit of the Holders, in accordance with the terms of the Security Documents and the Intercreditor AgreementMSSF.

Security Documents. (a) The due performance and full and punctual payment of the principal of and interest on the Securities 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 on the Securities and performance of all other Security Obligations of the Company and the Guarantors to the Holders Notes, expenses, indemnification or the Trustee or the Collateral Agent under this Indentureotherwise, the Securities and the Security Documents, according to the terms hereunder and thereunder, are shall be secured as provided in the Security Documents and the Intercreditor Agreement Documents, which define the terms of the Liens that secure the Security Notes Obligations, and provide that subject to the Liens granted thereunder secure terms of the Obligations on a third-priority basisFirst Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Trustee or the Notes Collateral Agent, as the case may be, Agent holds the Collateral in trust for the benefit of the Trustee Notes Secured Parties and the Holders, in each case pursuant to the terms of this Indenture and the Security Documents and the Intercreditor AgreementDocuments. Each Holder, by accepting a SecurityNote, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs the Notes Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Subject to the Applicable Collateral Limitations, the Company shall deliver to the Trustee (if it is not itself then the Notes Collateral Agent) Agent copies of all documents delivered required to the Collateral Agent be filed pursuant to the Security DocumentsDocuments to which the Notes Collateral Agent is a party, and will do or cause to be done all such acts and things as may be reasonably required by this Section 12.01 to assure and confirm provide to the Trustee and the Notes Collateral Agent the security interest in the Collateral contemplated hereby, hereby and/or by the Security Documents or any part thereof, as from time to time constituted, so far as to render the same available for the security and benefit of this Indenture and of the Securities Notes secured hereby, according to the intent and purposes herein expressed. The Subject to the Applicable Collateral Limitations, the Company shall takeshall, and shall cause its the Subsidiaries to takeof the Company to, take 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 Security Documents to create and maintain, as security for the Security Notes Obligations of the Company and the Guarantors hereunder and thereunderto the Notes Secured Parties, a valid and enforceable perfected third-priority Lien (subject to Permitted Prior Liens) and security interest in and on all of the CollateralCollateral (subject to the terms of this Indenture and the Security Documents), in favor of the Notes Collateral Agent for the benefit of the Holders, in accordance with the terms of the Security Documents and the Intercreditor AgreementNotes Secured Parties subject to no Liens other than Permitted Liens).

Security Documents. (a) The due and punctual payment of the principal of of, premium on, if any, interest and interest on Additional Amounts, if any, on, the Securities Notes and 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 of, premium on, if any, interest and interest Additional Amounts, if any (to the extent permitted by law), on the Securities Notes, the Guarantees and performance of all other Security Obligations obligations of the Company Issuer and the Guarantors to the Holders or the Trustee or and the Collateral Security Agent under this Indenture, the Securities Notes and the Guarantees according to the terms hereunder or thereunder, shall be secured by security interests, as provided in, and on the terms provided by, the Intercreditor Agreement, any Additional Intercreditor Agreement and the Security Documents, according to the terms hereunder and thereunder, are secured as provided granted 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 AgreementCollateral. Each Holder, by accepting its acceptance of a SecurityNote, consents and agrees to the terms of the Intercreditor Agreement, any Additional Intercreditor Agreement, and the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of CollateralLiens and authorizing the Security Agent to enter into any Security Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with their its terms and authorizes and directs the Collateral Security Agent to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewiththerewith and in accordance with the Intercreditor Agreement and any Additional Intercreditor Agreement. The Company shall Issuer will deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Security Agent pursuant to the Security Documents, and the Issuer and the Guarantors will, and the Company will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by this Section 12.01 the provisions of the Security Documents, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee, the Security Agent and the Collateral Agent the security interest in the Collateral Holders, duly created, enforceable and perfected Liens as contemplated hereby, hereby and by the Security Documents or any part thereof, as from time to time constitutedDocuments, so as to render the same available for the security and benefit of this Indenture and of the Securities Notes and the Guarantees secured herebythereby, according to the intent and purposes herein expressed. The Company shall Subject to the Agreed Security Principles and the Intercreditor Agreement, the Issuer and the Guarantors will take, and shall cause its Subsidiaries to takeupon request of the Trustee or the Security Agent, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Security Obligations of the Company and the Guarantors hereunder and thereunderIssuer hereunder, a valid and enforceable perfected third-first priority Lien (subject to Permitted Prior Liens) and security interest in and on all the Collateral, Collateral ranking in favor right and priority of payment as set forth in this Indenture and the Collateral Agent for the benefit of the Holders, in accordance with Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of the Security Documents this Indenture and the Intercreditor Agreement.

Security Documents. The due and punctual payment of the principal principal, of premium, if any, and interest on the Securities and 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 of, premium, if any, and interest on the Securities and the Guarantees and performance of all other Security Obligations obligations of the Company and the Guarantors to the Holders holders of Securities or the Trustee or the Collateral Agent under this Indenture, the Securities Indenture and the Security DocumentsSecurities, according to the terms hereunder and or thereunder, are secured as provided in the Security Documents which the Company and the Intercreditor Agreement which define the terms certain of the Liens that secure Restricted Subsidiaries have entered into simultaneously with 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 execution of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents and the Intercreditor Agreementthis Indenture. Each HolderHolder of Securities, by accepting a Securityits acceptance thereof, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for any foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their its terms and authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the next sentence of this Section 12.01 11.1 to assure ensure and confirm to the Trustee and the Collateral Agent Agent, the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Company shall take, and shall cause its Subsidiaries to take, take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Security Obligations obligations of the Company and the Guarantors hereunder and thereunderhereunder, a valid and enforceable perfected third-priority Lien (subject to Permitted Prior Liens) and security interest in and on all of the Collateral, in favor of the applicable Collateral Agent for the benefit of the HoldersHolders of Securities, with such priority as provided for in accordance with the terms of the applicable Security Documents and the Intercreditor AgreementDocuments.

Security Documents. The due At any time after the execution and punctual payment delivery thereof, any of the principal of and interest on the 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 on the Securities and performance of all other Security Obligations of the Company and the Guarantors to the Holders or the Trustee or the Collateral Agent under this Indenture, the Securities and the Security Documents, according to the terms hereunder and thereunder, are secured as provided in the Security Documents shall cease to be in full force and the Intercreditor Agreement which define effect in accordance with 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 thereof or the Collateral Agent, as the case may be, holds the Collateral in trust shall cease to give Agent for the benefit of the Trustee Lenders the Liens, rights, powers and the Holders, in each case pursuant privileges purported to the terms of the Security Documents and the Intercreditor Agreement. Each Holder, by accepting a Security, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement be created thereby (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by this Section 12.01 to assure and confirm to the Trustee and the Collateral Agent the a first priority perfected security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein expressed. The Company shall take, and shall cause its Subsidiaries to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Security Obligations of the Company and the Guarantors hereunder and thereunder, a valid and enforceable perfected third-priority Lien (subject to Permitted Prior Liens) in, and Lien on, all of the Collateral for which Agent or Collateral Agent has taken necessary actions to perfect its security interest in and on all the Collateralinterest), in favor of Agent, superior to and prior to the Collateral Agent for rights of all third Persons and subject to no other Liens (except to the benefit extent expressly permitted herein or therein); or any Credit Party shall default in the due performance or observance of the Holdersany term, in accordance with the terms covenant or agreement on its part to be performed or observed pursuant to any of the Security Documents and such default shall continue beyond any grace period specifically applicable thereto pursuant to the Intercreditor Agreementterms of such Security Document. THEN, and in any such event (except an Event of Default specified in paragraph (g) or (h) of this Section) and at any time thereafter while an Event of Default is continuing, Agent may with the consent of Required Lenders, and at the direction of the Required Lenders shall, take one or more of the following actions: (A) declare the Revolving Commitments terminated, whereupon the Revolving Commitment(s) of each Lender hereunder shall terminate immediately and all fees and other amounts accrued in accordance with this Agreement shall forthwith become due and payable without any other notice of any kind; (B) declare all sums then owing by Borrower hereunder and under the Notes to be forthwith due and payable, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Borrower; (C) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable law and (D) terminate any Letter of Credit which may be terminated in accordance with its terms, (iv) direct Borrower to pay (and Borrower agrees that upon receipt of such notice, or upon the occurrence of any Event of Default specified in Section 9.1(g) or Section 9.1(h) with respect to Borrower it will pay) to Agent such additional amount of cash, to be held as security by Agent, as is equal to the aggregate Stated Amount of all Letters of Credit issued for the account of Borrower and its subsidiaries and then outstanding, provided, however, that if an Event of Default specified in paragraph (g) or (h) of this Section shall occur, the result which would occur upon the giving of notice by Agent to Borrower, as specified in clauses (A) or (B) above, shall occur automatically without the giving of any such notice. Promptly following the making of any such declaration, Agent shall give notice thereof to Borrower and each Lender, but failure to notify any Person shall not impair the effect of such declaration.

Security Documents. (a) The due and punctual payment of the principal of of, premium on, if any, and interest on interest, on, the Securities Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium on, if any, and interest (to the extent permitted by law), on the Securities Notes and performance of all other Security Obligations obligations of the Company and the Guarantors to the Holders of Notes or the Trustee or the Collateral Agent under this IndentureIndenture and the Notes (including, without limitation, the Securities and the Security DocumentsNote Guarantees), according to the terms hereunder and or thereunder, are secured as provided in the applicable 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 has entered into simultaneously with the Trustee or the Collateral Agent, as the case may be, holds the Collateral in trust for the benefit execution of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents and the Intercreditor Agreementthis Indenture. Each HolderHolder of Notes, by accepting a Securityits acceptance thereof, consents and agrees to the terms of the any applicable Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their its terms and authorizes and directs the Collateral Agent Trustee to enter into the Pledge Agreements, the Collateral Trust Agreement and any other applicable Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall will deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by this Section 12.01 the provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral Agent Trustee the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities Notes secured hereby, according to the intent and purposes herein expressed. The Company shall will take, and shall will cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Security Obligations of the Company and the Guarantors hereunder and thereunderhereunder, a valid and enforceable perfected third-first priority Lien (subject to Permitted Prior Liens) and security interest in and on all the Collateral, in favor of the Collateral Agent Trustee for the benefit of the HoldersHolders of Notes, in accordance with superior to and prior to the terms rights of the Security Documents all third Persons and the Intercreditor Agreementsubject to no other Liens than Permitted Prior Liens.

Security Documents. (a) The due and punctual payment of the principal of and interest on the Securities Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest on the Securities Notes and performance of all other Security Obligations obligations of the Company and the Guarantors to the Holders or the Trustee or the Collateral Agent under this Indenture, the Securities Indenture and the Security DocumentsNotes, according to the terms hereunder and or thereunder, are secured as provided in the Security Documents which the Company and the Intercreditor Agreement Guarantors has entered into simultaneously with the execution of this Indenture and 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, is attached 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 AgreementExhibit D hereto. Each Holder, by accepting a Securityits acceptance thereof, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their its terms and authorizes and directs the Collateral Agent Trustee to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder as a Secured Party in accordance therewith. The Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by this Section 12.01 applicable law or may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities Notes secured hereby, according to the intent and purposes herein expressed. The Company shall will take, and shall will cause its Subsidiaries to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Security Obligations of the Company and the Guarantors hereunder and thereunderhereunder, a valid and enforceable perfected third-first priority Lien (subject to Permitted Prior Liens) and security interest in and on all the Collateral, in favor of the Collateral Agent and the Trustee for the benefit of the Holders, in accordance with superior to and prior to the terms rights of the Security Documents all third Persons and the Intercreditor Agreementsubject to no other Liens than Permitted Liens.

Security Documents. (a) The due and punctual payment of the principal of and interest on the Securities Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest on the Securities Notes and performance of all other Security Obligations obligations of the Company and the Guarantors to the Holders holders or the Trustee or the Collateral Agent under this Indenture, the Securities Indenture and the Security DocumentsNotes, according to the terms hereunder and or 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 Mx. Xxxx You-Bin has entered into simultaneously with the Trustee or the Collateral Agent, execution of this Indenture and which is attached 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 AgreementExhibit E hereto. Each Holderholder, by accepting a Securityits acceptance thereof, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their its terms and authorizes and directs the Collateral Agent Trustee to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder as a Secured Party in accordance therewith. The Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by this Section 12.01 applicable law or may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities Notes secured hereby, according to the intent and purposes herein expressed. The Company shall will take, and shall will cause its Subsidiaries to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Security Obligations of the Company and the Guarantors hereunder and thereunderhereunder, a valid and enforceable perfected third-first priority Lien (subject to Permitted Prior Liens) and security interest in and on all the Collateral, in favor of the Collateral Agent Trustee, as Secured Party, for the benefit of the Holdersholders, in accordance with superior to and prior to the terms rights of the Security Documents all third Persons and the Intercreditor Agreementsubject to no other Liens than Permitted Liens.

Security Documents. The due and punctual payment of Subject to the principal of and interest on the Securities when and as the same shall be due and payableCarve-Out and, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest on the Securities and performance of all other Security Obligations of solely with respect to the Company and any other Foreign Guarantor, the Guarantors Agreed Security Principles, the Legal Reservations and the Legal Limitations, the Interim Order is (and the Final Order when entered will be) effective to create in favor of the Secured Parties legal, valid, enforceable and fully perfected security interests in and Liens on the Collateral. Subject to the Holders or Interim Order, the Trustee or entry by the Bankruptcy Court of the Final Order and, solely with respect to any Foreign Guarantor, the Agreed Security Principles, the Legal Reservations and the Legal Limitations, the Collateral Agent under this Indenture, the Securities and the Security Documents, according to the terms hereunder and thereunder, Documents are secured as provided or in the Security Documents and the Intercreditor Agreement which define the terms case 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 each Collateral Agent, as the case may be, holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case Document delivered pursuant to the terms of the Security Documents Sections 6.13 and the Intercreditor Agreement. Each Holder6.15 will, by accepting a Security, consents upon execution and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by this Section 12.01 to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein expressed. The Company shall take, and shall cause its Subsidiaries to take, any and all actions reasonably required to cause the Security Documents be effective to create and maintain, as security for the Security Obligations of the Company and the Guarantors hereunder and thereunder, a valid and enforceable perfected third-priority Lien (subject to Permitted Prior Liens) and security interest in and on all the Collateral, in favor of the Collateral Agent for the benefit of the HoldersSecured Parties (or in favor of the relevant Secured Parties directly, as applicable), legal, valid and enforceable Liens on, and security interests in, the Collateral described therein to the extent intended to be created thereby, and subject, in accordance the case of Collateral Documents governed by foreign Law, to the Agreed Security Principles, the Legal Reservations and the Legal Limitations and to the making of all appropriate filings, recordings, endorsements, notarizations, stamping, registrations and/or notifications required under applicable Law, the Liens created by the Collateral Documents shall constitute fully perfected Liens on, and security interests in (to the extent intended to be created thereby), all right, title and interest of the grantors in such Collateral, in each case subject to no Liens other than Liens permitted hereunder and with the terms of priority required by the Security Documents Collateral Documents, the Intercreditor Agreement and the Intercreditor AgreementOrders.

Security Documents. The due and punctual payment of the principal of principal, interest and interest premium, if any, on the Securities Notes and the Notes Guarantees 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 otherwiseotherwise and whether by the Issuer pursuant to the Notes or by any Notes Guarantor pursuant to its Notes Guarantee, the payment of all other Notes Obligations of the Issuer and interest on the overdue principal of Notes Guarantors under this Indenture, the Notes, the Notes Guarantees and interest on the Securities Security Documents and performance of all other Security Obligations obligations of the Company Issuer and the Guarantors any Notes Guarantor to the Holders of Notes or the Trustee or the Collateral Agent under this Indenture, the Securities Notes and the Security Documentsany Notes Guarantee, according to the terms hereunder and or thereunder, are secured as provided in the Security Documents and Documents, which 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 Second Lien Notes Collateral Agent, the Issuer and the Notes Guarantors have entered into simultaneously with the execution of this Indenture and will be secured by Security Documents delivered after the date of this Indenture as required or permitted by this Indenture, subject to the case may be, holds the Collateral in trust for the benefit provisions of the Trustee and the Holders, in each case pursuant Intercreditor Agreements. Notwithstanding anything to the terms of the Security Documents and the Intercreditor Agreement. Each Holder, by accepting a Security, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be contrary in effect this Indenture or may be amended from time to time in accordance with their terms and authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, the Issuer and each Notes Guarantor will, and each Notes Guarantor will cause each of its Subsidiaries to, do or cause to be done all such acts and things as may be required by this Section 12.01 to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by cause the Security Documents or any part thereofto create valid, enforceable and perfected Liens as from time and to time constitutedthe extent required hereby, and by the Intercreditor Agreements and the Security Documents, so as to render the same available for the security and benefit of this Indenture and of the Securities Notes secured herebythereby, according to the intent and purposes herein expressed. The Company shall Issuer and each Notes Guarantor will take, and shall each Notes Guarantor will cause its Subsidiaries to take, take any and all actions and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) reasonably required to cause the Security Documents to create and maintain, as security for the Security Notes Obligations of the Company and the Guarantors hereunder and thereunderIssuer hereunder, a valid and enforceable perfected third-priority Lien (subject to Permitted Prior Liens) and security interest in and on all the CollateralCollateral ranking in right and priority of payment as to the extent required by this Indenture, in favor of the Collateral Agent for Intercreditor Agreements and the benefit of the Holders, in accordance with other Notes Documents and subject to no other Liens other than as permitted by the terms of the Security Documents and the Intercreditor Agreementthis Indenture.

Security Documents. The due and punctual payment of the principal of and interest and premium, if any, on the Securities Notes when and as the same shall be due and payabledue, whether on an interest payment dateInterest Payment Date, at maturityStated Maturity, by acceleration, repurchase, redemption or otherwiseotherwise and whether by the Company pursuant to the Notes or by any Guarantor pursuant to its Note Guarantee, the payment of all other Obligations and interest on the overdue principal of and interest on the Securities and performance of all other Security Obligations of the Company and the Guarantors to the Holders or the Trustee or the Collateral Agent under this Indenture, the Securities Notes, the Note Guarantees and the Security Documents, according to the terms hereunder and thereunder, Documents 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 will be secured by Security Documents and the Intercreditor Agreement. Each Holder, hereafter delivered as required or permitted by accepting a Security, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewiththis Indenture. The Company shall and the Guarantors will deliver to the Trustee (if it is not itself then the Collateral Agent) true and complete copies of all documents delivered to the Collateral Agent pursuant to the Security DocumentsAgreement and the Intercreditor Agreement, if any, and will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by this Section 12.01 the provisions of the Security Agreement or the Intercreditor Agreement, if any, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents Agreement and the other Security Documents, or by any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities Notes secured hereby, according to the intent and purposes herein expressed. The Company shall takeshall, and shall cause its Subsidiaries each Guarantor to, and each Guarantor shall, make all filings (including filings of continuation statements and amendments to take, UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and take any and all other actions reasonably required necessary to cause maintain (at the Security Documents to create sole cost and maintain, as security for the Security Obligations expense of the Company and the Guarantors hereunder and thereunder, a valid and enforceable perfected third-priority Lien (subject to Permitted Prior LiensGuarantors) and the security interest in and on all the Collateral, in favor of the Collateral Agent for the benefit of the Holders, in accordance with the terms of interests created by the Security Documents and in the Intercreditor AgreementCollateral as perfected security interests to the extent perfection is required by the Security Documents, subject only to Permitted Liens.

Security Documents. The due and punctual payment of the principal of of, premium on, if any, interest and interest on Special Interest, if any, on, the Securities Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium on, if any, interest and interest Special Interest, if any (to the extent permitted by law), on the Securities Notes and performance of all other Security Obligations obligations of the Company Issuer and the Guarantors to the Holders of Notes or the Trustee or the Collateral Agent under this IndentureIndenture and the Notes (including, without limitation, the Securities and the Security DocumentsNote Guarantees), according to the terms hereunder and or thereunder, are secured as provided in the Security Documents which the Issuer and the Intercreditor Agreement Guarantors have entered into simultaneously with the execution of this Indenture and 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, is attached 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 AgreementExhibit H hereto. Each HolderHolder of Notes, by accepting a Securityits acceptance thereof, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their its terms and authorizes and appoints the Trustee as the Collateral Agent and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall Issuer and the Guarantors will deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by this Section 12.01 the provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities Notes secured hereby, according to the intent and purposes herein expressed. The Company shall Issuer will take, and shall will cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Security Obligations of the Company Issuer and the Guarantors hereunder and thereunderhereunder, a valid and enforceable perfected third-first priority Lien (subject to Permitted Prior Liens) and security interest in and on all the Collateral, in favor of the Collateral Agent for the benefit of the HoldersHolders of Notes, in accordance with superior to and prior to the terms rights of the Security Documents all third Persons and the Intercreditor Agreementsubject to no other Liens than Permitted Liens.

Security Documents. The due and punctual payment of the principal of and interest on the 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 on the Securities and performance of all other Security Notes Obligations of the Company and the Guarantors to the Holders or the Trustee or the Collateral Agent under this Indenture, the Securities and the Security Documents, according to the terms hereunder 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 ObligationsDocuments, 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 subject to the terms of the Security Documents and the Intercreditor Agreement. Each Holder, by accepting a Securityits acceptance of this Indenture and the Securities, consents and agrees to all of the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, including the provisions thereof providing for release and subordination of Liens, and foreclosure upon, and release the exercise of rights and remedies with respect to, Collateral) ), in each case, as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewithterms. The Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the succeeding provisions of this Section 12.01 11.01 to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein expressed. The Company Symmetry shall take, and shall cause its the Restricted Subsidiaries to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Security Obligations of the Company and the Guarantors hereunder and thereunderNotes Obligations, a valid and enforceable perfected third(a) first-priority Lien (subject to Permitted Prior Liens) and security interest in and on all First-Priority Assets and (b) second-priority Lien and security interest in and on all Second-Priority Assets, in each case subject to the Collateralterms of the Intercreditor Agreement, in favor of the Collateral Agent for the benefit of the HoldersSecured Parties. Notwithstanding the foregoing or anything to the contrary set forth in this Indenture or any Security Document, neither this Indenture nor any Security Document shall require the creation or perfection of Liens on, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets of Symmetry or any of its Subsidiaries if and for so long as the Trustee determines that the cost of creating or perfecting such Liens, or obtaining such title insurance, legal opinions or other deliverables in accordance with the terms respect of, such assets shall be excessive in view of the Security Documents and benefits to be obtained by the Intercreditor Holders therefrom. The Trustee shall be entitled to make any such determination based on an Officers’ Certificate stating that, due to cost considerations analogous to those that would be applicable were the Trustee to require any such action or deliverable, the same is not required by the Credit Agent in the exercise of its authority under the Credit Agreement. Subject to Section 7.01, the Trustee shall be fully protected in making any such determination solely based on any such Officers’ Certificate.

Security Documents. The due and punctual payment of the principal of and interest on the 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 (to the extent permitted by law), if any, on the Securities and performance of all other Security Obligations obligations of the Company and the Guarantors Issuer to the Holders of Securities or the Trustee or the Collateral Agent under this Indenture, the Securities Indenture and the Security DocumentsSecurities, according to the terms hereunder and or thereunder, are shall be secured as provided in the Security Documents and which the Intercreditor Agreement which define Issuer has entered into simultaneously with the terms execution 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 Agreementthis Indenture. Each HolderHolder of Securities, by accepting a Securityits acceptance thereof, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms its terms, appoints the Collateral Trustee to act as the "Trustee" thereunder and authorizes and directs the Collateral Agent Trustee, to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company Issuer shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by this Section 12.01 the provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral Agent Trustee the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein expressed. The Company Issuer shall take, and or shall cause its Subsidiaries to take, take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Security Obligations obligations of the Company and the Guarantors hereunder and thereunderissuer hereunder, a valid and enforceable perfected third-first priority Lien (subject to Permitted Prior Liens) and security interest in and on all the Collateral, in favor of the Collateral Agent Trustee for its benefit and the ratable benefit of the HoldersHolders of Securities, in accordance with superior to and prior to the terms rights of all third Persons (other than the trustee on behalf of the holders of the Secured Series 2001 Bonds) and subject to no Liens (other than Liens effect by the Issuer for purposes of securing its obligations with respect to the Secured Series 2001 Bonds and any other Liens permitted by the Security Documents and the Intercreditor AgreementDocuments).

Security Documents. The due and punctual payment of the principal of of, premium on, if any, and interest on on, the Securities Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium on, if any, and interest (to the extent permitted by law), on the Securities Notes and performance of all other Security Obligations obligations of the Company and the Guarantors to the Holders of Notes or the Trustee or the Collateral Agent under this IndentureIndenture and the Notes (including, without limitation, the Securities and the Security DocumentsNote Guarantees), according to the terms hereunder and or thereunder, are secured as provided in the Security Documents and the Intercreditor Agreement security documents 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 has entered into simultaneously with the Trustee or the Collateral Agent, as the case may be, holds the Collateral in trust for the benefit execution of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents and the Intercreditor Agreementthis Indenture. Each HolderHolder of Notes, by accepting a Securityits acceptance thereof, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement security documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their its terms and authorizes and directs the Collateral Agent collateral trustee to enter into the Security Documents and the Intercreditor Agreement security documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall will deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent collateral trustee pursuant to the Security Documentssecurity documents, and will do or cause to be done all such acts and things as may be necessary, and as may be required by this Section 12.01 the provisions of the security documents, to assure and confirm to the Trustee and the Collateral Agent collateral trustee the security interest in the Collateral contemplated hereby, by the Security Documents security documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities Notes secured hereby, according to the intent and purposes herein expressed. The Company shall will take, and shall will cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents security documents to create and maintain, as security for the Security Obligations of the Company and the Guarantors hereunder and thereunderhereunder, a valid and enforceable perfected third-priority Parity Lien (subject to Permitted Prior Liens) and security interest in and on all the Collateral, in favor of the Collateral Agent collateral trustee for the benefit of the HoldersHolders of Notes, in accordance with superior to and prior to the terms rights of the Security Documents all third Persons and the Intercreditor Agreementsubject to no Liens other than Permitted Liens.

Security Documents. The due and punctual payment of the principal of of, premium on, if any, and interest on interest, if any, on, the Securities Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium on, if any, and interest interest, if any (to the extent permitted by law), on the Securities Notes and performance of all other Security Obligations obligations of the Company and the Guarantors to the Holders of Notes or the Trustee or the Collateral Agent under this IndentureIndenture and the Notes (including, without limitation, the Securities and the Security DocumentsNote Guarantees), according to the terms hereunder and or 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 has entered into simultaneously with the Trustee or the Collateral Agent, as the case may be, holds the Collateral in trust for the benefit execution of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents and the Intercreditor Agreementthis Indenture. Each HolderHolder of Notes, by accepting a Securityits acceptance thereof, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their its terms and authorizes and directs the Collateral Agent Trustee to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall will deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by this Section 12.01 the provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral Agent Trustee the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities Notes secured hereby, according to the intent and purposes herein expressed. The Company shall will take, and shall will cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Security Obligations of the Company and the Guarantors hereunder and thereunderhereunder, a valid and enforceable perfected third-first priority Lien (subject to Permitted Prior Liens) and security interest in and on all the CollateralCollateral (excluding Excluded Assets) to the extent provided in the Security Documents, in favor of the Collateral Agent Trustee for the benefit of the HoldersHolders of Notes, in accordance with superior to and prior to the terms rights of the Security Documents all third Persons and the Intercreditor Agreementsubject to no other Liens than Permitted Liens.

Security Documents. The due and punctual payment of the principal of of, and premium, interest and Additional Amounts, if any, on the Securities 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 Securities Notes and any Note Guarantee and performance of all other Security Obligations obligations of the Company Issuer and the Guarantors any Guarantor to the Holders of Notes or the Trustee or the Collateral Agent under this Indenture, the Securities Notes and the Security Documentsany Note Guarantee, according to the terms hereunder and or thereunder, are secured as provided in the Security Documents and the Intercreditor Priority 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 Issuer and the Company hereby acknowledge and agree that Guarantors have entered into prior to or simultaneously with the Trustee or the Collateral Agent, as the case may be, holds the Collateral in trust for the benefit execution of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents and the Intercreditor Agreementthis Indenture. Each HolderHolder of Notes, by accepting a Securityits acceptance thereof, consents and agrees to the terms of the Security Documents and the Intercreditor Priority Agreement (including, without limitation, the provisions providing for foreclosure and release of CollateralCollateral and authorizing the Security Agent to enter into any Security Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with their its terms and authorizes and directs the Collateral Security Agent (including, for the purpose of the Security Documents governed by Italian law, as a “mandatario con rappresentanza”) to enter into the Security Documents and the Intercreditor Priority Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall Issuer will deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Security Agent pursuant to the Security Documents, and the Issuer and Wind will, and Wind will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required by this Section 12.01 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 Holders and the Collateral Agent the security interest in the Collateral Trustee, duly created, enforceable and perfected Liens as contemplated hereby, hereby and by the Security Documents or any part thereof, as from time to time constitutedand the Priority Agreement, so as to render the same available for the security and benefit of this Indenture and of the Securities Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Company shall Issuer and any Guarantor will each take, and shall will cause its their respective Subsidiaries to take, take any and all actions reasonably required to cause the Security Documents and the Priority Agreement to create and maintain, as security for the Security Obligations of the Company Issuer and any Guarantor hereunder, in respect of the Guarantors hereunder and thereunderCollateral, a valid and enforceable perfected third-priority Lien (subject to Permitted Prior Liens) and security interest Liens in and on all the Collateral, in favor of the such Collateral Agent for the benefit of the Holders, in accordance with the terms respective rankings as set forth in definition of the Security Documents and the Intercreditor Agreement“Collateral.”

Security Documents. The due and punctual payment of the principal of of, interest and interest Additional Interest, if any, on the Securities Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Interest (to the extent permitted by law), if any, on the Securities Notes and the Note Guarantees and performance of all other Security Obligations obligations of the Company and the Guarantors QCII to the Holders of Notes or the Trustee or the Collateral Agent under this Indenture, the Securities Indenture and the Security DocumentsNotes, according to the terms hereunder and or 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 QCII have entered into simultaneously with the Trustee or the Collateral Agent, as the case may be, holds the Collateral in trust for the benefit execution of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents and the Intercreditor Agreementthis Indenture. Each HolderHolder of Notes, by accepting a Securityits acceptance thereof, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their its terms and authorizes and directs each of the Collateral Agent Agents to enter into the Security Documents and the Intercreditor Agreement and to perform its their obligations and exercise its their rights thereunder in accordance therewith. The Company and QCII shall deliver to the Trustee (if it is not itself then the QSC Collateral Agent or the QCII Collateral Agent) copies of all documents delivered to each of the Collateral Agent Agents pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the next sentence of this Section 12.01 11.01, to assure and confirm to the Trustee and the Collateral Agent Agents, the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities Notes and the Note Guarantees secured hereby, according to the intent and purposes herein expressed. The Company shall take, and shall cause its Subsidiaries to take, take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Security Obligations of the Company and the Guarantors hereunder and thereunderhereunder, a valid and enforceable perfected third-priority Lien (subject to Permitted Prior Liens) and security interest in and on all of the Collateral, in favor of the applicable Collateral Agent for the benefit of the HoldersHolders of Notes, with such priority as provided for in accordance with the terms of the applicable Security Documents and the Intercreditor AgreementDocuments.

Security Documents. (a) The due and punctual payment of the principal of Accreted Value and interest on the Securities Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption, special redemption or otherwise, and interest on the overdue principal Accreted Value of and interest on the Securities Notes and performance of all other Security Obligations obligations of the Company and the Guarantors Guarantor to the Holders or the Trustee or the Collateral Agent under this Indenture, the Securities Indenture and the Security DocumentsNotes and the Guarantor, according to the terms hereunder and or thereunder, are shall be 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 AgreementDocuments. Each Holder, by accepting a Securityits acceptance of the Notes, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Collateral Agent Trustee to enter into the such Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its their rights thereunder in accordance therewith. The Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent Trustee pursuant to the Security Documents, and will shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by this Section 12.01 the provisions of 106 the Security Documents, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities Notes and the Guarantee secured herebythereby, according to the intent and purposes herein and therein expressed. The Each of the Company and the Guarantor shall take, and shall cause its Subsidiaries to takeupon reasonable request of the Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Security Obligations obligations of the Company and the Guarantors hereunder and thereunderGuarantor hereunder, a valid and enforceable perfected third-priority Lien (subject to Permitted Prior Liens) lien on and security interest in and on all the Collateral, in favor of the Collateral Agent Trustee for the benefit of the Holders, in accordance with Holders and other Persons for whose benefit the terms of Trustee acts pursuant to the Security Documents and the Intercreditor AgreementDocuments.

Security Documents. On the date of this Indenture, the Company shall fund a Debt Service Reserve Account with cash and Time Deposits (as defined in the Account Management Agreement) purchased with the net proceeds from the sale of the Notes in an aggregate amount that, when such Cash Equivalents mature, would provide sufficient monies to pay interest due in respect of the Notes (i) for the first two Interest Payment Dates at any time until payment of interest in respect of the first Interest Payment Date has been made and (ii) at all times thereafter, for the next following Interest Payment Date. Amounts on deposit in the Debt Service Reserve Account will be available to the Company in the event that the Company lacks sufficient funds on an Interest Payment Date or the maturity date to make payments of principal, interest and Additional Amounts, if any, on the Notes. Pursuant to an account management agreement (the “Account Management Agreement”), an account manager (the “Account Manager”) will act as agent for the Trustee, on behalf of the Holders of Notes with respect to the amounts deposited in the Debt Service Reserve Account. The due and punctual payment of the principal of and interest on the Securities Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest on the Securities and Notes, performance of all other Security Note Obligations of the Company and obligors, together with Hedging Obligations of the Guarantors to the Holders or the Trustee or the Collateral Agent under this Indenture, the Securities and the Security DocumentsCompany, according to the terms hereunder and or thereunder, are secured on a pari passu basis among the Secured Parties, 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 has entered into simultaneously with the Trustee or the Collateral Agent, as the case may be, holds the Collateral in trust for the benefit execution of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents and the Intercreditor Agreementthis Indenture. Each Holder, by accepting a Securityits acceptance of the Notes, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their its terms and authorizes and directs the Collateral Agent Trustee to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder as Secured Parties in accordance therewith. The Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by this Section 12.01 applicable law or may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities Notes secured hereby, according to the intent and purposes herein expressed. The Company shall will take, and shall will cause its Subsidiaries to take, take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Security Obligations of the Company and the Guarantors hereunder and thereunderNote Obligations, a valid and enforceable perfected third-first priority Lien (subject to Permitted Prior Liens) and security interest in and on all the Collateral, in favor of the Collateral Agent Agent, the Trustee for the benefit of the Holders, in accordance with Holders and the terms counterparty under the Hedging Obligations of the Security Documents Company, as Secured Parties (the “Secured Parties”), superior to and prior to the Intercreditor Agreement.rights of all third Persons and subject to no other Liens than Permitted Liens. If at any time after the Issue Date there is a change in PRC law or interpretation in PRC law under which the encumbrance of the PRC Subsidiary’s assets or Property by a Lien is permissible and reasonably practicable, then the Company shall cause the PRC Subsidiary to, concurrently:

Security Documents. (a) The due and punctual payment of the aggregate principal of amount of, interest, premium and interest Liquidated Damages, if any, on the Securities Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law) on the Securities Notes and performance of all other Security Note Obligations of the Company and the Guarantors to the Holders of Notes or the Trustee or the Collateral Agent under this Indenture, the Securities Notes and the Security DocumentsGuarantees, according to the terms hereunder and or thereunder, are shall be secured by a first priority security interest in the Collateral 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 AgreementDocuments. Each HolderHolder of Notes, by accepting a Securityits acceptance thereof, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Trustee and the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company and each of the Guarantors shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will shall do or cause to be done all such acts and things as may be required by this Section 12.01 the provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities Notes secured herebyby the Security Documents, according to the intent and purposes herein xxxxxxx expressed. The Company shall take, and shall cause its Subsidiaries Liens securing the Note Obligations will be created pursuant to take, any and all actions reasonably required to cause one or more of the Security Documents to create and maintain, as security for the Security Obligations of the Company and the Guarantors hereunder and thereunder, a valid and enforceable perfected third-priority Lien (subject to Permitted Prior Liens) and security interest in and on all the Collateral, in favor of the Collateral Agent for the benefit of all present and future holders of Note Obligations. The Company will, and will cause each of the HoldersGuarantors to, do or cause to be done all acts and things which may be required, or which the applicable Collateral Agent from time to time may reasonably request to assure and confirm that the applicable Collateral Agent holds, for the benefit of the holders of Note Obligations, duly created, enforceable and perfected Liens upon the Collateral, in accordance with each case, as contemplated by, and as and to the terms of extent required by, this Indenture and the Security Documents and the Intercreditor AgreementDocuments.

Security Documents. The due and punctual payment of the principal of and interest and Liquidated Damages, if any, on the Securities Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Liquidated Damages (to the extent permitted by law), if any, on the Securities Notes and performance of all other Security Obligations obligations of the Company and the Guarantors Issuers to the Holders of Notes or the Trustee or the Collateral Agent under this Indenture, the Securities Indenture and the Security DocumentsNotes, according to the terms hereunder and or thereunder, are secured as provided in the Security Documents which the Issuers and the Intercreditor Agreement which define Guarantors have entered into simultaneously with the terms execution of the Liens that secure the Security Obligationsthis Indenture, 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 subject to the terms of the Security Documents and the Intercreditor Agreement. Each HolderHolder of Notes, by accepting a Securityits acceptance thereof, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their its terms and authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company Issuers shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the next sentence of this Section 12.01 10.01, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities Notes secured hereby, according to the intent and purposes herein expressed. The Company Issuers shall take, and shall cause its their Restricted Subsidiaries to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Security Obligations of the Company and the Guarantors hereunder and thereunderIssuers hereunder, a valid and enforceable perfected thirdsecond-priority Lien (subject to Permitted Prior Liens) and security interest in and on all the Collateral, in favor of the Collateral Agent for the benefit of the HoldersHolders of Notes, second in accordance with priority (subject to Permitted Liens) to any and all security interests at any time granted in the terms of the Security Documents and the Intercreditor AgreementCollateral to secure Credit Agreement Obligations.

Security Documents. The due and punctual payment of the principal of and interest on the Securities Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption, special redemption or otherwise, and interest on the overdue principal of and interest on the Securities Notes and performance of all other Security Obligations obligations of the Company and the Subsidiary Guarantors to the Holders or the Trustee or the Collateral Agent under this Indenture, the Securities Indenture and the Security DocumentsNotes and the Subsidiary Guarantees, according to the terms hereunder and or thereunder, are shall be 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 AgreementDocuments. Each Holder, by accepting a Securityits acceptance of the Notes and the Subsidiary Guarantees, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Trustee and the Collateral Agent Trustee to enter into the such Security Documents and the Intercreditor Agreement and to perform its their obligations and exercise its their rights thereunder in accordance therewith. The Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent Trustee pursuant to the Security Documents, and will shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by this Section 12.01 the provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral Agent Trustee the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities Notes and the Subsidiary Guarantees secured herebythereby, according to the intent and purposes herein and therein expressed. The Company shall take, take and shall cause its Subsidiaries the Subsidiary Guarantors to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Security Obligations obligations of the Company and the Subsidiary Guarantors hereunder and thereunderhereunder, a valid and enforceable perfected third-priority Lien (subject to Permitted Prior Liens) lien on and security interest in and on all the Collateral, in favor of the Collateral Agent Trustee for the benefit of the HoldersTrustee, the Holders and other Persons for whose benefit the Collateral Trustee acts pursuant to the Security Documents. Each of the Company and the Subsidiary Guarantors covenants and agrees that it shall execute, acknowledge and deliver to the Collateral Trustee such further assignments, transfers, assurances or other instruments and shall do or cause to be done all such acts and things as may be necessary or proper to assure and confirm to the Collateral Trustee its interest in accordance with the terms of Collateral, or any part thereof, as from time to time constituted, and the right, title and interest in and to the Security Documents so as to render the same available for the security and benefit of this Indenture and of the Intercreditor AgreementNotes.

Security Documents. The due and punctual Following the Springing Lien Trigger Date, the payment of the principal of of, accrued and interest unpaid interest, if any, premium, if any, and Additional Amount, if any, on the Securities Notes 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 Company pursuant to the Notes or by a Note Guarantor pursuant to its Note Guarantee, the payment of all other Obligations and interest on the overdue principal of and interest on the Securities and performance of all other Security Obligations obligations of the Company and the Note Guarantors to under the Holders or the Trustee or the Collateral Agent under this IndentureNote Documents and payment of any Other Second Priority Obligations, the Securities and the Security Documentsif any, according to the terms hereunder and thereunder, are will be 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 (subject to the terms of the Intercreditor Agreement) to be entered into by the Company, the Note Guarantors and the Collateral Agent (and, to the extent applicable, the representative of the holders of Other Second Priority Obligations) in connection with the occurrence of the Springing Lien Trigger Date and will be secured as provided in the Security 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 the terms of the Intercreditor Agreement), as promptly as practicable, execute such Security Documents and the Intercreditor Agreement. Each Holder, by accepting a Security, consents make all filings (including filings of continuation statements and agrees amendments to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same UCC financing statements that may be in effect necessary to continue the effectiveness of such UCC financing statements) and take all other actions as are necessary or may be amended from time to time in accordance with their terms and authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by this Section 12.01 to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render maintain (at the same available for the security sole cost and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein expressed. The Company shall take, and shall cause its Subsidiaries to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Security Obligations expense of the Company and the Guarantors hereunder and thereunder, a valid and enforceable perfected third-priority Lien Note Guarantors) the security interest created by the Security Documents in the Collateral (subject other than with respect to Permitted Prior Liens) and any Collateral the security interest in and on all the Collateral, in favor of the Collateral Agent for the benefit of the Holders, in accordance with the terms of which is not required to be perfected under the Security Documents and the Intercreditor AgreementDocuments) as a perfected security interest.

Security Documents. The due and punctual payment of the principal of of, premium on, if any, interest and interest on Special Interest, if any, on, the Securities Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium on, if any, interest and interest Special Interest, if any (to the extent permitted by law), on the Securities Notes and performance of all other Security Obligations obligations of the Company and the Guarantors to the Holders of Notes or the Trustee or the Collateral Agent under this IndentureIndenture and the Notes (including, without limitation, the Securities and the Security DocumentsNote Guarantees), according to the terms hereunder and or thereunder, are secured as provided in the Security Documents and the Intercreditor Agreement Documents, 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 has entered into simultaneously with the Trustee or the Collateral Agent, as the case may be, holds the Collateral in trust for the benefit execution of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents and the Intercreditor Agreementthis Indenture. Each HolderHolder of Notes, by accepting a Securityits acceptance thereof, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their its terms and authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall will deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by this Section 12.01 the provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities Notes secured hereby, according to the intent and purposes herein expressed. The Company shall will take, and shall will cause its Subsidiaries to take, take any and all actions reasonably required or as may be reasonably requested by the Collateral Agent to cause the Security Documents to create and maintain, as security for the Security Obligations of the Company and the Guarantors hereunder and thereunderhereunder, a valid and enforceable perfected thirdsecond-priority Lien (subject to Permitted Prior Liens) and security interest in and on all the Collateral, in favor of the Collateral Agent for the benefit of the HoldersHolders of Notes, in accordance with superior to and prior to the terms rights of the Security Documents all third Persons and the Intercreditor Agreementsubject to no other Liens other than Permitted Prior Liens.

Security Documents. The due Borrower hereby agrees that the Borrower shall use its commercially reasonable efforts to obtain the necessary approvals from the applicable Gaming Authority in order to pledge or cause to be pledged all capital stock of ACLVI and punctual payment CPI pursuant to the Pledge Agreement and to cause the restrictions on transfers and agreements not to encumber stock of ACLVI and CPI to be applicable by no later than March 31, 2001. It is understood and agreed that (x) in the principal of and interest event the Disposition has not occurred on the Securities when and as the same shall be due and payableor prior to March 31, whether 2001, on an interest payment such date, at maturityand subject to receipt of approval from the applicable Gaming Authority, by acceleration, repurchase, redemption the Borrower shall pledge or otherwise, and interest on the overdue principal cause to be pledged all capital stock of and interest on the Securities and performance of all other Security Obligations of the Company and the Guarantors ACLVI pursuant to the Holders or the Trustee or the Collateral Agent under this Indenture, the Securities Pledge Agreement and the Security Documents, according cause such Person to enter into a guaranty substantially similar to the terms hereunder Subsidiary Guaranty and thereunder, are secured as provided in additional security documents substantially similar to 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, by accepting extent applicable) granting a Security, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement Lien on its assets (including, without limitation, The Reserve) and (y) the provisions providing for foreclosure and release Borrower shall cause the stock of Collateral) as the same may be in effect or may be amended from time CPI to time in accordance with their terms and authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered pledged to the Collateral Agent pursuant to the Security DocumentsPledge Agreement as promptly as possible following receipt of the approval therefore from the relevant Gaming Authority. In addition, and will do or cause the parties hereto acknowledge that certain notice filings with respect to the Transaction need to be done completed following the Initial Borrowing Date pursuant to the Gaming Regulations applicable to the Borrower and its Subsidiaries. The Borrower agrees to complete all such acts filings in a timely manner and things to notify the Administrative Agent upon the completion thereof. All provisions of this Credit Agreement and the other Credit Documents (including, without limitation, all conditions precedent, representations, warranties, covenants, events of default and other agreements herein and therein) shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions and the satisfaction of the conditions described above within the time periods required hereby (and, rather than as may otherwise provided in the Credit Documents)); provided, that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken, or conditions were not satisfied, on the Initial Borrowing Date, the respective representation and warranty shall be required by this Section 12.01 to assure be true and confirm to correct in all material respects at the Trustee and time the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents respective action is taken or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein expressed. The Company shall take, and shall cause its Subsidiaries to take, any and all actions reasonably condition is satisfied (or was required to cause the Security Documents to create and maintain, as security for the Security Obligations of the Company and the Guarantors hereunder and thereunder, a valid and enforceable perfected third-priority Lien (subject to Permitted Prior Liensbe taken or satisfied) and security interest in and on all the Collateral, in favor of the Collateral Agent for the benefit of the Holders, in accordance with the terms foregoing provisions of this Section 13.17 and (y) all representations and warranties relating to the Security Documents and shall be required to be true immediately after the Intercreditor Agreementactions required to be taken, or the conditions required to be satisfied, by this Section 13.17 have been taken or satisfied (or were required to be taken or satisfied).

Security Documents. (a) The due performance and full and punctual payment of the principal of and interest on the Securities 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 on the Securities and performance of all other Security Obligations of the Company and the Guarantors to the Holders Notes, expenses, indemnification or the Trustee or the Collateral Agent under this Indentureotherwise, the Securities and the Security Documents, according to the terms hereunder and thereunder, are shall be secured as provided in the Security Documents and the Intercreditor Agreement Documents, which define the terms of the Liens that secure the Security Notes Obligations, and provide that subject to the Liens granted thereunder secure terms of the Obligations on a third-priority basisFirst Priority Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Trustee or the Notes Collateral Agent, as the case may be, Agent holds the Collateral in trust for the benefit of the Trustee Secured Parties and the Holders, in each case pursuant to the terms of this Indenture and the Security Documents and the Intercreditor AgreementDocuments. Each Holder, by accepting a SecurityNote, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Collateral) and the First Priority Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Priority Intercreditor Agreement, and authorizes and directs the Notes Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Subject to the Applicable Collateral Limitations, the Company shall deliver to the Trustee (if it is not itself then the Notes Collateral Agent) Agent copies of all documents delivered required to the Collateral Agent be filed pursuant to the Security DocumentsDocuments to which the Notes Collateral Agent is a party, and will do or cause to be done all such acts and things as may be reasonably required by this Section 12.01 to assure and confirm provide to the Trustee and the Notes Collateral Agent the security interest in the Collateral contemplated hereby, hereby and/or by the Security Documents or any part thereof, as from time to time constituted, so far as to render the same available for the security and benefit of this Indenture and of the Securities Notes secured hereby, according to the intent and purposes herein expressed. The Subject to the Applicable Collateral Limitations, the Company shall takeshall, and shall cause its the Subsidiaries to takeof the Company to, take 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 Security Documents to create and maintain, as security for the Security Notes Obligations of the Company and the Guarantors hereunder and thereunderto the Secured Parties, a valid and enforceable perfected third-priority Lien (subject to Permitted Prior Liens) and security interest in and on all of the CollateralCollateral (subject to the terms of this Indenture and the Security Documents), in favor of the Notes Collateral Agent for the benefit of the Holders, in accordance with the terms of the Security Documents and the Intercreditor AgreementSecured Parties subject to no Liens other than Permitted Liens).