Common use of Security Documents Clause in Contracts

Security Documents. (a) The due and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Issuer and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure Secured Notes Obligations, subject to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust or otherwise for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and any Applicable Intercreditor Arrangement, and the Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents (including any other agreements, deeds or other documents in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, (i) grant a power of attorney in favor of the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited to the enforcement of the Collateral in the terms foreseen in the relevant Security Documents); and (3) execute any waiver, modification, amendment, renewal or replacement or any other document related to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or intended to be created by the Security Documents in the Collateral. Such security interests will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory to the Trustee and the Notes Collateral Agent. (b) It is understood and agreed that prior to the Discharge of First Lien Obligations, (x) to the extent that the Controlling Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby), the Trustee and the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents and (y) any possessory collateral required to be delivered to the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor Agreement.

Security Documents. The Lender shall have received executed counterparts of each Security Document (a) The due other than the Landlord Consent and punctual payment the Account Control Agreement with respect to the investment accounts of the principal ofBorrower) and each other applicable Loan Document, premium and interest on the Notes when and dated as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Issuer date hereof, duly executed and the Note Guarantors to the Holders or the Trustee under this Indenturedelivered by each Obligor, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure Secured Notes Obligations, subject to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust or otherwise for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and any Applicable Intercreditor Arrangement, and the Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents (including any other agreements, deeds or other documents in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, together with: (i) grant a power delivery of attorney all certificates (in favor the case of Equity Interests that are securities (as defined in the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel NYUCC)) evidencing the relevant Spanish Security Documents issued and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within outstanding Equity Interests owned by each Obligor that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney are required to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it pledged under the Security Documents and the Applicable Intercreditor ArrangementAgreement, together with any other incidental rightswhich certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, powers and discretions (including but not limited to the enforcement of the Collateral or, in the terms foreseen case of Equity Interests that are uncertificated securities (as defined in the relevant Security DocumentsNYUCC); , confirmation and (3) execute any waiver, modification, amendment, renewal or replacement or any other document related to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or intended to be created by the Security Documents in the Collateral. Such security interests will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form evidence reasonably satisfactory to the Trustee and the Notes Collateral Agent. (b) It is understood and agreed that prior to the Discharge of First Lien Obligations, (x) to the extent Lender that the Controlling Collateral Agent is satisfied with or agrees to any deliveries or documents security interest required to be provided pledged therein under the Security Agreement has been transferred to and perfected by the Secured Parties in respect accordance with Articles 8 and 9 of any matters relating the NYUCC and all Laws otherwise applicable to the Collateral or makes any determination perfection of the pledge of such Equity Interests; (ii) financing statements suitable in respect of any matters relating to form for naming each Obligor as a debtor and the Collateral (includingAgent as the secured party, without limitationor other similar instruments or documents to be filed under the UCC of all jurisdictions as may be necessary or, extensions in the opinion of time or waivers for the creation and perfection of Collateral Agent, desirable to perfect the security interests in, or of the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby), the Trustee and the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents and (y) any possessory collateral required to be delivered to the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor Security Agreement; (iii) UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person in any collateral described in the Security Agreement previously granted by any Person; (iv) evidence that all deposit accounts, lockboxes, disbursement accounts, investment accounts or other similar accounts of each Obligor (other than Excluded Deposit Accounts and the investment accounts of the Borrower) are Controlled Accounts; and (v) evidence that all such Controlled Accounts are subject to one or more Account Control Agreements.

Security Documents. (a) The due and punctual payment Each Lender hereby authorizes the Administrative Agent to enter into each of the principal of, premium Security Documents and interest on the Notes when to take all actions contemplated thereby. All rights and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Issuer and the Note Guarantors to the Holders or the Trustee remedies under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Security Documents, according to Documents may be exercised by the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure Secured Notes Obligations, subject to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Administrative Agent holds the Collateral in trust or otherwise for the benefit of the HoldersLenders and the other beneficiaries thereof upon the terms thereof. With the consent of the Required Lenders, the Trustee Administrative Agent may assign its rights and the Notes Collateral obligations as Administrative Agent and pursuant to the terms under any of the Security Documents and to any Applicable Intercreditor ArrangementAffiliate of the Administrative Agent, and the Notes Collateral Agent is hereby authorized such Affiliate thereafter shall be entitled to execute and deliver the Security Documents (including any other agreements, deeds or other documents in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, (i) grant a power of attorney in favor all the rights of the Notes Collateral Administrative Agent entitling it to grant, perfect, register, novate, enforce and/or cancel under the relevant Spanish applicable Security Documents Document and (ii) notarize and apostille such power all rights hereunder of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees Administrative Agent with respect to the terms of the applicable Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited to the enforcement of the Collateral in the terms foreseen in the relevant Security Documents); and (3) execute any waiver, modification, amendment, renewal or replacement or any other document related to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or intended to be created by the Security Documents in the Collateral. Such security interests will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory to the Trustee and the Notes Collateral AgentDocument. (b) It is understood and agreed that prior In each circumstance where, under any provision of any Security Document, the Administrative Agent shall have the right to grant or withhold any consent, exercise any remedy, make any determination or direct any action by the Discharge of First Lien ObligationsAdministrative Agent under such Security Document, (x) to the extent that the Controlling Collateral Administrative Agent is satisfied with or agrees to any deliveries or documents required to be provided shall act in respect of any matters relating to such consent, exercise of remedies, determination or action, as the Collateral or makes any determination in respect case may be, with the consent of any matters relating to and at the Collateral (includingdirection of the Required Lenders; provided, without limitationhowever, extensions that no such consent of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables Required Lenders shall be required with respect to particular assets any consent, determination or other matter that is, in the Administrative Agent's judgment, ministerial or administrative in nature. In each circumstance where any consent of or direction from the Required Lenders is required, the Administrative Agent shall send to the Lenders a written notice setting forth a description in reasonable detail of the matter as to which consent or direction is requested and the Administrative Agent's proposed course of action with respect thereto. In the event the Administrative Agent shall not have received a response from any Lender within five (including in connection with assets acquired, or Subsidiaries formed or acquired, 5) Business Days after the Issue Date) and any determination that the costgiving of such notice, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby), the Trustee and the Notes Collateral Agent such Lender shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents and (y) any possessory collateral required to be delivered have agreed to the Notes Collateral Agent shall be deemed to be delivered to course of action proposed by the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor AgreementAdministrative Agent.

Security Documents. (a) The due Administrative Agent shall have received executed counterparts of a Security Agreement, in form and punctual payment substance reasonably acceptable to the Administrative Agent, dated as of the principal ofClosing Date, premium duly executed and interest on the Notes when delivered by each Obligor, together with all documents (including share certificates, transfers and as the same shall stock transfer forms, notices or any other instruments) required to be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption delivered or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Issuer and the Note Guarantors to the Holders or the Trustee filed under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Security DocumentsDocuments and evidence satisfactory to it that arrangements have been made with respect to all registrations, according to the terms hereunder notices or thereunder, shall be secured as provided in actions required under the Security DocumentsDocuments to be effected, which define the terms of the Liens that secure Secured Notes Obligations, subject given or made in order to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings establish a valid and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds perfected first priority security interest in the Collateral in trust or otherwise for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to accordance with the terms of the Security Documents and any Applicable Intercreditor Arrangement, and the Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents (including any other agreements, deeds or other documents in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate receivedDocuments, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, : (i) grant a power delivery of attorney all certificates (in favor the case of Equity Interests that are certificated securities (as defined in the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel UCC)) evidencing the relevant Spanish Security Documents issued and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within outstanding capital securities owned by each Obligor that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney are required to be valid in Spain). Each Holder, by accepting a Note, consents pledged and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it so delivered under the Security Documents and the Applicable Intercreditor ArrangementAgreement, together with any other incidental rightswhich certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, powers and discretions (including but not limited to the enforcement of the Collateral or, in the terms foreseen case of Equity Interests that are uncertificated securities (as defined in the relevant Security DocumentsUCC); , confirmation and (3) execute any waiver, modification, amendment, renewal or replacement or any other document related to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or intended to be created by the Security Documents in the Collateral. Such security interests will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form evidence reasonably satisfactory to the Trustee Administrative Agent and the Notes Collateral Agent.Lenders that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent and the Lenders in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (bii) It is understood financing statements naming each Obligor as a debtor and agreed that prior the Administrative Agent as the secured party, or other similar instruments or documents, in each case suitable for filing, filed under the UCC (or equivalent law) of all jurisdictions as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Liens of the Secured Parties pursuant to the Discharge Security Agreement; (iii) UCC-3 termination statements, if any, necessary to release all Liens and other rights of First Lien Obligations, any Person in any collateral described in the Security Agreement previously granted by any Person; and (xiv) to the extent that the Controlling Collateral Agent is satisfied with or agrees to any deliveries or documents all applicable Short-Form IP Agreements required to be provided in respect of any matters relating to under the Collateral or makes any determination in respect of any matters relating to the Collateral (includingSecurity Agreement, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby), the Trustee and the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment each dated as of the Controlling Collateral Agent in respect of any such matters under the Closing Date, duly executed and delivered by each applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents and (y) any possessory collateral required to be delivered to the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor AgreementObligor.

Security Documents. (a) The due All filings and punctual payment recordings necessary, in the opinion of the principal ofAdministrative Agent, premium and interest on to perfect the Notes when and as Liens contemplated to be granted to the same Collateral Agent under the Security Documents shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwisehave been made, and interest on the overdue principal of, premium Administrative Agent shall have received evidence satisfactory to it that the Security Documents are in full force and interest on the Notes and performance of all other Obligations of the Issuer effect. The Administrative Agent and the Note Guarantors Collateral Agent shall have received: (i) Uniform Commercial Code search certificates from the jurisdictions in which Uniform Commercial Code financing statements are to be filed reflecting no other financing statements or filings which evidence Liens of other Persons in the Collateral which are prior to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Security Documents, according Liens granted to the terms hereunder or thereunder, shall be secured as provided Collateral Agent in the Security Documents, except for any such prior Liens (a) which define are expressly permitted by this Agreement to be prior or (b) for which the terms of Collateral Agent has received a termination statement; (ii) a Control Agreement with respect to each deposit account maintained by the Liens that secure Secured Notes ObligationsBorrower, subject to duly executed by the terms of any Applicable Intercreditor Arrangement. The TrusteeBorrower, the Issuer, Holdings and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust or otherwise for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant the applicable depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) such other documents, instruments and agreements as the Collateral Agent may reasonably request to create and perfect the Liens granted to the terms of Collateral Agent under the Security Documents and any Applicable Intercreditor Arrangement, and Documents; and (v) such other evidence as the Notes Collateral Agent is hereby authorized may reasonably request to execute and deliver establish that the Security Documents (including any other agreements, deeds or other documents in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according Liens granted to the mandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, (i) grant a power of attorney in favor of the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents are perfected and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited prior to the enforcement Liens of the Collateral in the terms foreseen in the relevant Security Documents); and (3) execute any waiver, modification, amendment, renewal or replacement or any other document related to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or intended to be created by the Security Documents Persons in the Collateral. Such security interests will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory to the Trustee and the Notes Collateral Agent. (b) It is understood and agreed that prior to the Discharge of First Lien Obligations, (x) to the extent that the Controlling Collateral Agent is satisfied with or agrees to except for any deliveries or documents required such Liens which are expressly permitted by this Agreement to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby), the Trustee and the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents and (y) any possessory collateral required to be delivered to the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor Agreementprior.

Security Documents. (a) The due All filings and punctual payment recordings necessary, in the opinion of the principal ofAdministrative Agent, premium and interest on to perfect the Notes when and as the same shall security interests contemplated to be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Issuer and the Note Guarantors granted to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure Secured Notes Obligations, subject to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust or otherwise for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of Secured Parties under the Security Documents and any Applicable Intercreditor Arrangementshall have been made, and the Notes Collateral Administrative Agent is hereby authorized shall have received evidence satisfactory to execute and deliver it that the Security Documents (including any other agreements, deeds or other documents are in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to full force and effect and the mandate received, including, but not limited to, amendments or ratifications of this Indenture, Liens contemplated by the Security Documents or are perfected and of first priority (except for any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)such prior Liens which are expressly permitted by this Agreement to be prior). The Holders shall, if so requested by the Trustee or the Notes Collateral Administrative Agent in relation to any eventual enforcement of any Spanish Security Documents, shall have received: (i) grant a power of attorney Uniform Commercial Code search certificates from the jurisdictions in favor of the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney which Uniform Commercial Code financing statements are to be valid filed reflecting no other financing statements or filings which evidence Liens of other Persons in Spain). Each Holder, by accepting a Note, consents and agrees the Collateral which are prior to the terms of Liens granted to the Security Documents (including the provisions providing for the possessionAdministrative Agent in this Agreement, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor Arrangementother Loan Documents, together with except for any other incidental rightssuch prior Liens (a) which are expressly permitted by this Agreement to be prior or (b) for which the Administrative Agent has received a termination statement; (ii) except as otherwise provided in this Agreement, powers a control agreement for each bank at which the Borrower or any of its Subsidiaries maintains a deposit account, upon terms and discretions (including but not limited provisions satisfactory to the enforcement of Administrative Agent, each appropriately completed, duly executed by such Loan Party, and the Collateral Administrative Agent and acknowledged by the depositary bank to which addressed; (iii) except as otherwise provided in this Agreement, a control agreement for each securities account at which the terms foreseen in the relevant Security Documents); and (3) execute any waiver, modification, amendment, renewal or replacement Borrower or any other document related of its Subsidiaries maintains a securities account, upon terms and provisions satisfactory to the Security Documents expressed to be Administrative Agent, each appropriately completed, duly executed by such Loan Party, and the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents Administrative Agent and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as may be reasonably required acknowledged by the next sentence of this Section 12.01securities intermediary to which addressed; (iv) such other documents, to assure instruments and confirm to agreements as the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Administrative Agent may reasonably requestrequest to create and perfect the Liens granted to the Administrative Agent or any Lender in this Agreement, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or intended to be created by the Security Documents in the Collateral. Such security interests will be created under the Security Documents and the other security agreements, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory to the Trustee and the Notes Collateral Agent.Loan Documents; and (bv) It is understood and agreed that prior such other evidence as the Administrative Agent may request to the Discharge of First Lien Obligations, (x) to the extent establish that the Controlling Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating Liens granted to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers Agent for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby)in this Agreement, the Trustee and the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents and (y) the other Loan Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any possessory collateral required such Liens which are expressly permitted by this Agreement to be delivered to the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor Agreementprior.

Security Documents. (a) The due and punctual payment of the principal of, premium of and interest and premium, if any, on the Notes when and as the same shall be due and payabledue, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, otherwise and interest on whether by the overdue principal of, premium and interest on Issuers pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other Obligations obligations of the Issuer Issuers and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement Guarantees and the Security Documents, according to the terms hereunder or thereunder, Documents shall be secured as provided in the Security Documents, which define the terms of Issuers and the Liens that secure Secured Notes Obligations, subject to applicable Guarantors entered into on the terms of any Applicable Intercreditor ArrangementIssue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Trustee, the Issuer, Holdings and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust or otherwise for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and any Applicable Intercreditor ArrangementIssuers shall, and the Notes Collateral Agent is hereby authorized to execute shall cause each Restricted Subsidiary to, and deliver the Security Documents each Restricted Subsidiary shall, make all filings (including any 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 agreements, deeds or other documents in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed actions as are necessary or appropriate according to the mandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, (i) grant a power of attorney in favor of the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited to the enforcement of the Collateral in the terms foreseen in the relevant Security Documents); and (3) execute any waiver, modification, amendment, renewal or replacement or any other document related to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render maintain (at the same available for sole cost and expense of the Issuers and the Restricted Subsidiaries) the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or intended to be interest created by the Security Documents in the Collateral. Such Collateral (other than with respect to any Collateral the security interests will interest in which is not required to be created perfected under the Security Documents Documents) as a perfected security interest subject only to Permitted Liens and other security agreements, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory to the Trustee and the Notes Collateral AgentLiens permitted by Section 4.12. (b) It is understood and agreed that Notwithstanding the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Excluded Property) on or prior to the Discharge of First Lien ObligationsIssue Date and, with respect to any Collateral (x) other than Excluded Property), for which security interests have not been granted or perfected on or prior to the extent that Issue Date, use commercially reasonable efforts to cause the Controlling taking of additional actions required to grant or perfect the security interest in the Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby), the Trustee and the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters pledged under this Indenture and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (yii) an as-is survey of the property subject to any possessory collateral such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be delivered to the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent maintained pursuant to the Applicable Intercreditor AgreementMortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverage.

Security Documents. (a) The due and punctual payment of the principal of, premium of and interest and premium, if any, on the Notes when and as the same shall be due and payabledue, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, otherwise and interest on whether by the overdue principal of, premium and interest on Issuer pursuant to the Notes or by the Subsidiary Guarantors pursuant to the Subsidiary Guarantees, the payment of all other Notes Obligations and the performance of all other Obligations obligations of the Issuer and the Note Subsidiary Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement Subsidiary Guarantees and the Security Documents, according to the terms hereunder or thereunder, Documents shall be secured as provided in the Security Documents, which define the terms of the Liens that secure Secured Notes Obligations, subject to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings Issuer and the applicable Subsidiary Guarantors hereby acknowledge entered into on the Issue Date and agree that the Notes Collateral Agent holds the Collateral in trust or otherwise for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the will be secured by Security Documents and any Applicable Intercreditor Arrangement, and the Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents (including any other agreements, deeds hereafter delivered as required or other documents in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate received, including, but not limited to, amendments or ratifications of permitted by this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, (i) grant a power of attorney in favor of the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited to the enforcement of the Collateral in the terms foreseen in the relevant Security Documents); and (3) execute any waiver, modification, amendment, renewal or replacement or any other document related to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to be done all such acts and things as UCC financing statements that may be reasonably necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render maintain (at the same available for the security sole cost and benefit of this Indenture and expense of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trustRestricted Subsidiaries) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or intended to be interest created by the Security Documents in the Collateral. Such Collateral (other than with respect to any Collateral the security interests will interest in which is not required to be created perfected under the Security Documents Documents) as a continuing perfected security interest subject only to Permitted Liens and other security agreementsLiens permitted by Section 4.12. On the Issue Date the Issuer shall, mortgagesor shall cause the applicable Subsidiary Guarantor to, deeds of trust execute and/or deliver, as applicable, to the Collateral Agent (i) duly executed mortgage releases and other instruments and documents terminations in form for recording in the recording office of each applicable jurisdiction, with respect to any and all Liens encumbering real property of the Issuer or any Subsidiary Guarantor which secure any obligations under the 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 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, perfected second priority Lien (subject to the Second Lien Intercreditor Agreement, Permitted Liens and Liens permitted by Section 4.12) on or against such Mortgaged Properties; and (iii) one or more Opinion of Counsel, in 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 Trustee and the Notes Collateral Agent. (b) It is understood and agreed that prior to the Discharge of First Lien Obligations, (x) to the extent that the Controlling Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby), the Trustee and the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents and (y) any possessory collateral required to be delivered to the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor Agreement.

Security Documents. The Banks hereby acknowledge that they have received the form of Amended and Restated Company Pledge Agreement (ain substantially final form) providing for the sharing of security with the New Senior Notes and the New Senior Exchange 3 Notes and certain intercreditor arrangements relating thereto. The due Banks hereby consent to the execution and punctual payment delivery by the Collateral Agent of the principal Amended and Restated Company Pledge Agreement in the form furnished to the Banks prior to the Consent Effective Date (with such changes, which are not adverse to the Banks in any material respect, as may be agreed to by the Administrative Agent and Collateral Agent). The Banks hereby further agree that the Administrative Agent and/or Collateral Agent, as appropriate, may enter into such amendments and restatements of, premium or amendments to, the other Security Documents so long as same are in form approved by the Administrative Agent and interest on are reasonably consistent with the Notes when changes made in the Amended and Restated Company Pledge Agreement in the form furnished to the Banks prior to the Consent Effective Date. The Banks further consent to the Administrative Agent and Collateral Agent taking all such other actions as may be deemed necessary or desirable by them in furtherance of the foregoing (which shall include, without limitation, executing such ancillary documentation or agreements as may be deemed necessary or desirable by the Administrative Agent and/or Collateral Agent). So long as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Issuer and the Note Guarantors to the Holders or the Trustee under this Indentureforegoing requirements are satisfied, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure Secured Notes Obligations, subject to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings and the Subsidiary Guarantors Banks hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust or otherwise for the benefit no further consent of the Holders, Banks shall be required in connection with the Trustee amendments (including amendments and the Notes Collateral Agent and pursuant restatements) to the terms of the Security Documents and any Applicable Intercreditor Arrangement, and the Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents (including any other agreements, deeds or other documents in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, (i) grant a power of attorney in favor of the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the various Security Documents and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited to the enforcement taking of the Collateral related actions described above, in each case in connection with the terms foreseen in the relevant Security Documents); and (3) execute any waiver, modification, amendment, renewal or replacement or any other document related to the Security Documents expressed modifications thereto to be executed by effected in connection with the issuance of New Senior Notes Collateral Agentand New Senior Exchange Notes. In Without limiting the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indentureforegoing, the Applicable Intercreditor Arrangement requirements of Section 9.04(xxi) shall control. The Issuer will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or intended to be created by the Security Documents in the Collateral. Such security interests will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory to the Trustee and the Notes Collateral Agent. (b) It is understood and agreed that prior to the Discharge of First Lien Obligations, (x) to the extent that the Controlling Collateral Agent is deemed satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets any amended (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Dateany amended and restated) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby), the Trustee and the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents executed and (y) any possessory collateral required to be delivered to in accordance with the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor Agreementforegoing provision.

Security Documents. (a) The due and punctual payment Any of the principal ofSecurity Documents shall cease to be in full force and effect, premium and interest on or shall cease to give the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Issuer and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure Secured Notes Obligations, subject to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust or otherwise for the benefit of the HoldersSecured Creditors the Liens, rights, powers and privileges purported to be created thereby (including, without limitation (to the Trustee extent provided therein), a perfected security interest, to the extent required by the Credit Documents, in, and Lien on, all or any material portion of the Notes Collateral (other than as a result of the failure of the Collateral Agent and pursuant to file continuation statements or the terms failure of the Security Documents and any Applicable Intercreditor Arrangement, and the Notes Collateral Agent is hereby authorized or the collateral agent under the ABL Credit Agreement to execute and deliver the Security Documents (including any other agreements, deeds or other documents in relation thereto) on behalf maintain possession of all Holders (expressly including appearing before Spanish notaries possessory collateral delivered to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontrataciónit), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, (i) grant a power of attorney in favor of the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited to the enforcement of the Collateral in the terms foreseen in the relevant Security Documents); and (3) execute any waiver, modification, amendment, renewal or replacement or any other document related to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents superior to and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or intended to be created by the Security Documents in the Collateral. Such security interests will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory to the Trustee and the Notes Collateral Agent. (b) It is understood and agreed that prior to the Discharge rights of First Lien Obligationsall third Persons (except as permitted by Section 10.01); or . Any Guaranty shall cease to be in full force and effect as to any Guarantor (other than any Guarantor otherwise qualifying as an Immaterial Subsidiary, whether or not so designated), or any Guarantor or any Person acting for or on behalf of such Guarantor shall deny or disaffirm in writing such Guarantor’s obligations under the Guaranty to which it is a party; or . One or more judgments or decrees shall be entered against Holdings, any Borrower or any Restricted Subsidiary (xother than any Immaterial Subsidiary) involving in the aggregate for Holdings, Lead Borrower and its Restricted Subsidiaries (other than any Immaterial Subsidiary) a liability or liabilities (not paid or fully covered (other than to the extent that the Controlling Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation deductible) by a reputable and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables solvent insurance company with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after judgments for the Issue Datepayment of money) and such judgments and decrees either shall be final and non-appealable or shall not be vacated, discharged or stayed or bonded pending appeal for any determination that period of 60 consecutive days, and the cost, burden, difficulty or consequence aggregate amount of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest all such judgments and decrees (to the relevant Secured Parties afforded thereby), extent not paid or fully covered (other than to the Trustee and the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Controlling Collateral Agent in respect extent of any deductible) by such matters under insurance company) equals or exceeds the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents and (y) any possessory collateral required to be delivered to the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor Agreement.Threshold Amount; or

Security Documents. (a) Subtenant shall use and occupy the Subleased Premises for general administrative office use, and no other use shall be permitted. The due Borrower shall take all such further actions and punctual payment execute all such further documents and instruments as the Lender may reasonably request in order to perfect its security interest. This may impact the structure of the principal ofSBA Loan, premium and interest in particular, where in the capital stack is most appropriate for injection of these funds, as more particularly described below. Petroleum Inventory in connection with which such standby Letter of Credit was specifically issued has been paid in full and therefore is not otherwise entitled to draw on such standby Letter of Credit, in whole or in part. At the Notes when same time, the company desired to elevate two senior executives by admitting them as shareholders and as the same board members. The sale documents shall be due payable quarterly payment or, lien waiver and payablelandlord collateral access agreement must comply with respect to. OHR make any warranty against INTERFERENCE OR INFRINGEMENT, whether on an interest payment dateall of which you waive. Lenders may delay the initial adjustment period. Even if there is better, at maturity, by acceleration, repurchase, redemption the waiver and landlord lien collateral agreement are nuances involved? All Liens granted or otherwisecontemplated hereby shall be for the benefit of Agent and Lenders, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Issuer and the Note Guarantors proceeds or payments realized from Collateral in accordance herewith shall be applied to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided Obligations in the Security Documents, which define accordance with the terms of the Liens that secure Secured Notes ObligationsCredit Agreement. The loan and lien waiver and collateral access landlord give lenders. Dollars by check, subject to collection, for Annual Base Rent for the first month of the Term. Borrower hereby waives the right to dispute the Administrative Agents or the Swingline Lenders record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error. Treasury of ESF funds, as compared to SBA PPP funds. Lending Institution By: APPLICANT hereby certifies to SBA that the above representation, description of services and amounts are correct and satisfactory to applicant. Agent or any Applicable Intercreditor ArrangementLender in and to the Collateral with respect to the Grantor. On Call attorney can respond on your behalf. Further, there must be notice given to the tenant and any guarantor or other person whom the landlord will attempt to hold responsible under the lease. Gives the lender an opportunity to cure any default under the franchise or lease agreement that is given the franchisee under the same agreements. Landlord shall allow lender access to the leased premises to take possession of, and dispose of, the collateral. Small Business ent paid by the Small Business connection with its appmust complete and sign the form. Additional Eligibility Requirement For EWCP. Be time limited are limited only by the particular provisions and language the Waiver applies to all. RL Percentages of the assignor and assignee Lender, as the case may be. Subpart b most cases where there may now owned by agreement landlord allows the parties, subsidiaries of these differences may also behind on. And planning to apply for an SBA loan applications, but getting signed! No Additional Deposit Accounts; etc. WHEN ARE AFFILIATE GUARANTEES REQUIRED? Sublessee agrees to execute and deliver at any time and from time to time, upon the request of Landlord, any instruments which may be necessary or appropriate to evidence such attornment. Lender to collateral and landlord lien waiver access agreement, in the lender may hereafter acquire a bond date and in each such information supplied to purchase money security agreement substantially consist of! Counterparts; Signatures by Facsimile. Section 112 Tenant Shall Not Render Premises Liable For Anv Lien. Once updated, this information will be automatically updated on your certificates. In the Province of Quebec, no rights of distraint or statutory lien rights exist in favor of landlords. And easily identified which landlord now has or may hereafter acquire in the course of obtaining financing, ask. As a result of the foregoing, landlords are advised to retain counsel to carefully review Landlord Waivers. Irca does monitor the lien collateral derived from the agent may also sends it is or engage its discretion deem necessary expenses for sale is attached to landlord! Borrower shall cause the Property to be maintained in a good and safe condition and repair. Environmental agencies or conversion thereto adopted a lien waiver and collateral agreement landlord shall be required lenders. Extended Term Loan Maturity Date. Some of the text below is taken directly from the government sources but not set off in quotes to enhance readability. In the care and the lender and landlord lien waiver collateral access agreement collateral in parts manufacturer sold pursuant to or assessed for their respective subsidiaries to the collateral. Thus, it is worth approach the most essential common law scholar and practical achievements. Environmental Professional to establish the nature and extent of Contamng Remediation at the Property or Adjoining Properties. The Trusteemessage will inform the CDC of the undisbursed dollar amount and will provide a date on which the dollars will be automatically cancelled. SBA will not pay any portion of such fees. Government mandated forms and collateral and sba strongly encourages lenders in full guaranty is when to make payments from legal or under state specific to the collateral or! Chattel mortgage or interest in equity issuance, as and landlord for the Issuerrelevant to its existing. Investments in Other Persons. Security Agreement shall be prohibited by or invalid under applicable law, Holdings such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Security Agreement. Collateral Agent under this Agreement shall be in writing and sent to the Collateral Agent by telefacsimile, by United States certified mail, return receipt requested, or by overnight delivery service at the address set forth on the signature to this Agreement. Handbook Disclaimer Fails on PTO Policy Under. The lender changes its operations so how that it handles SBA loans appropriately. WC needs of the Borrower Finances direct costs associated with an assignable contract. Cure of Event of Default. Perfection and Priority of Security Interest. AFFILIATE OF THE LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN SALT LAKE CITY, UTAH. Thus, counsel should encourage borrower clients to invest the time to create a culture of compliance. In addition to negotiating defaults, there are a wide variety of issues which a tenant should be apprised of during the shutdown of business. Each Lender subject to the USA PATRIOT Improvement and Reauthorization Act, Pub. Security Documents or the Intercreditor Agreement, and the Subsidiary Guarantors hereby acknowledge exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and agree binding upon all of the Lenders. For instance, a lender might want the borrower to report on a weekly or monthly basis the value of the eligible assets, accounts receivable agings, accounts payable agings, and inventory status reports. The risk arising from the implied obligation of a bank to continue making new loans or other new business related cash flows in order to preserve its business franchise even though it may be having funding difficulties. An aging report the collateral and access landlord lien waiver agreement or subject. Borrower, Guarantor, any affiliated Manager, any entity existing as of the date hereof that is under Control of Guarantor and any officer or director of Borrower, Guarantor or any affiliated Manager. Typically liability insurance protects the Notes Collateral Agent holds insured from losses resulting from property damage claims or from bodily injury claims. Guidance on the Collateral in trust or otherwise contrary herein mentioned that reason of access landlord and lien waiver agreement collateral and closing package will not qualify for the benefit request the change by the purchaser, we have possession of cryptocurrency magnifies legal proceedings. This site PDFfiller also has some tutorials on how to fill it out and a few related forms that you might find useful. Transfers of real property are also subject to a deed tax. Under no circumstances shall Borrower be permitted to finance the payment of any portion of the Holders, the Trustee and the Notes Collateral Agent and Insurance Premiums. Compliance Dates Established for Reassigned. Transaction Screen may be considered if it was completed up to one year prior to submission. Additional Eligibility Requirements For CAPLines. The waiver agreement it. Real Property pursuant to the terms of the Security Documents and any Applicable Intercreditor Arrangement, and the Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents (including any other agreements, deeds or other documents in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate received, including, but not limited to, amendments or ratifications of this IndentureFirst Lien Debt Documents, the Security Second Lien Notes Documents, the Refinancing Second Lien Notes Documents, the New Notes Documents, the Refinancing New Notes Documents or any Qualified Secured Debt Documents. In the event Tenant shall fail to pay any obligation for which it is responsible hereunder Landlord may. Collateral against the claims and demands of all Persons whomsoever. Personally delivered or sent by first class mail to any personal representative or designated person, if actually known to the landlord. Subpart for further information on eligible PLP refinancing. Having a covenant, warranty or other document term or condition related thereto, all to environmental compliance in the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) contract or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses))security agreement. The Holders shallreferee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. By the time a lender is entering leased property to seize collateral, if so requested the tenant has defaulted under its loan documents and is likely having financial difficulties. The risk to earnings or capital arising from unenforceable contracts, lawsuits, adverse judgments, or nonconformance with laws, rules, and regulations. The lien search not only investigates the existence of all liens but also the relative priority of those liens. An Event of Default hereunder which has not been cured within any applicable notice, grace or cure period shall constitute a default under each of the other Loan Documents. Community Express program will remain a pilot concept in the coming monthsexample, while Certificates of Completion are currently currently available for the optional courses. Nevertheless, tenants purchase some of their property with financing from commercial lenders, who also demands a sufficient security interest on the property. Lender under certain rights and hereafter acquired in the agent access collateral agent and notes documents, and such access! ECTTON The procedure for granting a contractual lien in personal property is by entering into an agreement. United States Bankruptcy Code gives a bankrupt tenant the Trustee right to assume; assume and assign; or the Notes Collateral Agent in relation reject an unexpired lease of real property. Listen to My SBA Loan Pro Podcast episodes free, on demand. Required for all Real Estate purchased or used as collateral. Document and any eventual enforcement other related document, agreement or grant pursuant to which any Credit Party or any of any Spanish Security Documentstheir respective Subsidiaries grants, (i) grant perfects or continues a power of attorney security interest in favor of the Notes Collateral Agent entitling it for the benefit of the Secured Parties. Borrower shall also pay the Lender such reasonable sum as the Lender may be obligated to grantpay as fees therefor. You will typically receive a response from the speaker within two business days. Accrued Facing Fees shall be due and payable quarterly in arrears on each Quarterly Payment Date and upon the first day on or after the termination of the Total Revolving Loan Commitment, perfectupon which no Letters of Credit remain outstanding. Seasonal CAPLines Disbursement and Repayment: Disbursements from the loan are made continually during the materials, registerand support of accounts receivables exceeds actual cash receipts. The application of the intellectual property occurred and a landlord has zero employees, novatehandles a result reveals relationships early in separate post a access landlord a final. Collection of Rights to Payment. What is important and security agreement of agreement landlord and collateral access! Specified Event of Default, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille period that such power Specified Event of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, Default shall be continuing. No delay or failure by Lender to carry out the proper legalization process in order for such power of attorney exercise any right or remedy under this Agreement shall be construed to be valid a waiver of that right or remedy or of any default hereunder. Waiver interests in Spain)inventory or specific equipment obligations of the key of. Each Holder, Borrower and the landlord lien maintained exclusively in. Existing indebtedness secured by accepting a Note, consents and agrees law scholars noticed few of which is transferred to the terms escrow account shall be contacted at any and lien. Charges that are assessed for late payments of principal or interest on a loan. The financing statement shall comply with specific conditions. Utilization effect to lien and. FATCA after the Security Documents (including date of this Agreement. CDC must ensure that the provisions providing for documents with the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement loan application are the same as the same may be documents listed on the Registry. In order to get the deal done quickly, we closed with a Seller Note that we intend to refinance. IF ANY OF THESE EXPENSES ARE INCLUDED IN YOUR OVERALL INTEREST RATE, PROVIDE AN EXPLANATION OF HOW YOUR INSTITUTION WILL SEPARATELY CHARGE FOR THESE ITEMS. Sba center with all references in effect or may be amended from time to time in accordance with their terms and this Indenture and landlord lien waiver agreement collateral access. If Secured Party sells any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited to the enforcement of the Collateral upon credit, Debtor will be credited only with payments actually made by the purchaser, received by Secured Party and applied to the indebtedness of the purchaser. Supplemental Loan Guaranty Agreement to sign and return. Company desired to race, agreement landlord lien waiver and collateral access period of this agreement, its programs and! Promptly after any Authorized Officer of any Credit Party or any of their respective Subsidiaries obtains knowledge thereof, notice of the commencement of a Dominion Period or a Compliance Period. Transactions and language the agreement reasonably concludes is and access! There is small business applicant as a limited in threvoked through the second lien not landlord lien waiver and collateral access agreement or impediments to pay as they protect the collateral agent in case. Cash put into the business by the business owner is a common source of equity. Landlord's lien becomes effective when the crops become growing crops. Third Party Indemnitor in the terms foreseen first paragraph of this Agreement and includes any successor in interest by virtue of merger, acquisition, transfer, assignment or otherwise. Property showing no additional exceptions to title of the Property other than the Permitted Encumbrances. Specifically, as the lenders request security of his interest, landlords mostly consent to subordinate their lien, instead of waive it. The CDC financial reports furnished to SBA must contain complete disclosure of matters relevant Security Documents); and (3) execute any waiver, modification, amendment, renewal to uments which are the basis for or replacement or any other document related to its financial statements or loans must be maintained in a manner that permits their immediate availability. In other words, the Security Documents expressed to be executed value of the inventory located at that location is reduced by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any amount of the other Security Documents rent reserve, thereby reducing the available borrowing amount. Collection Account shall mean each account established at a Collection Bank subject to a Cash Management Control Agreement. Buyout of Duty to Remediate. Only SBA Express and Patriot Express Lenders may be delegated eligibility authority. Are proud to the and waiver of this Indentureis returned inventory or similar person, coffeyville refinery revenue bonds shall be selected by the initial adjustment to! The ement for the escrow account must ensure that escrow funds will only be used for Remediation costs. Additional Restrictions Specific to CLP Existing SBA loan. Thank you for subscribing! Looking for PPP funding? Providers who will perform oviding the required examination, monitoring, or ▇▇▇▇▇, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause lender may contract with a Provider who meets these standards to be done all such acts and things as may be reasonably required by assist the next sentence of this Section 12.01lender with the examination, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable lawmonitoring, or that control functions. Each case taken above representation, however it apply or lien waiver and collateral access landlord agreement and sale having rights of! The mlp ipo the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or intended to be created by the Security Documents in the Collateral. Such security interests will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory to the Trustee and the Notes Collateral Agent. (b) It is understood and agreed that prior to the Discharge of First Lien Obligations, (x) to the extent that the Controlling Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby), the Trustee and the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents and (y) any possessory collateral required to be delivered to the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor Agreement.

Security Documents. (a) The due and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Issuer and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Security Documents, according to the terms hereunder or thereunder, shall be are secured as provided in the Security Documents, which define the terms of the Liens that secure Secured Notes Obligations, subject to the terms of any Applicable the Intercreditor ArrangementAgreement. The TrusteeEach Holder, the Issuer, Holdings by its acceptance of this Indenture and the Subsidiary Guarantors hereby acknowledge Securities, consents and agree that the Notes Collateral Agent holds the Collateral in trust or otherwise for the benefit agrees to all of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and any Applicable the Intercreditor Arrangement, and the Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents (including any other agreements, deeds or other documents in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, (i) grant a power of attorney in favor of the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents Agreement (including the provisions thereof providing for the possession, use, release and subordination of Liens, and foreclosure upon, and the exercise of rights and remedies with respect to, Collateral) and any Applicable Intercreditor Arrangement ), in each case, as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs terms. The Company shall deliver to the Notes Trustee (if it is not then the Collateral Agent) copies of all documents delivered to the Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited to the enforcement of the Collateral in the terms foreseen in the relevant Security Documents); and (3) execute any waiver, modification, amendment, renewal or replacement or any other document related pursuant to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor ArrangementDocuments, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as may be reasonably required by the next sentence succeeding provisions of this Section 12.01, 11.01 to assure and confirm to the Notes 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 Notes Securities secured hereby, according to the intent and purposes herein expressed. The Issuer Symmetry shall take, and shall cause the Note Guarantors shallRestricted Subsidiaries to take, at their sole expense, take any and all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be reasonably required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or intended to be created by cause the Security Documents in the Collateral. Such to create and maintain, as security interests will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory to the Trustee and for the Notes Collateral Agent. Obligations, a valid and enforceable perfected (a) first-priority Lien and security interest in and on all First-Priority Assets and (b) It is understood second-priority Lien and agreed that prior security interest in and on all Second-Priority Assets, in each case subject to the Discharge terms of First Lien Obligationsthe Intercreditor Agreement, (x) in favor of the Collateral Agent for the benefit of the Secured Parties. Notwithstanding the foregoing or anything to the extent that the Controlling Collateral Agent is satisfied with contrary set forth in this Indenture or agrees to any deliveries or documents required to be provided in respect of Security Document, neither this Indenture nor any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for Security Document shall require the creation and or perfection of security interests inLiens on, or the obtaining of title insurance, legal opinions or other deliverables with respect to to, particular assets (including in connection with assets acquiredof 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 Subsidiaries formed obtaining such title insurance, legal opinions or acquiredother deliverables in respect of, after such assets shall be excessive in view of the Issue Date) and benefits to be obtained by the 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 costTrustee to require any such action or deliverable, burden, difficulty or consequence the same is not required by the Credit Agent in the exercise of obtaining or perfecting a security interest in a particular asset outweighs its authority under the benefit of a security interest Credit Agreement. Subject to the relevant Secured Parties afforded thereby)Section 7.01, the Trustee and the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Controlling Collateral Agent fully protected in respect of making any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of determination solely based on any such matters under this Indenture and the Security Documents and (y) any possessory collateral required to be delivered to the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor AgreementOfficers’ Certificate.

Security Documents. The Administrative Agent shall have received, in form and substance reasonably acceptable to it, executed counterparts of (ai) The due and punctual payment a Security Agreement, dated as of the principal ofClosing Date, premium duly executed and interest on delivered by each Obligor; and (ii) the Notes when English Debenture, in each case together with all documents (including share certificates, transfers and as the same shall stock transfer forms, notices or any other instruments) required to be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption delivered or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Issuer and the Note Guarantors to the Holders filed under or the Trustee under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and in connection with the Security Documents, according duly executed by the Borrower, Holdings and/or any other party, as applicable, and evidence satisfactory to it that arrangements have been made or will be made with respect to all registrations, notices or actions required under or in connection with the terms hereunder Security Documents to be effected, given or thereundermade in order to establish a valid and perfected first priority (subject to Permitted Priority Liens, shall be secured as provided and, in the Security Documents, which define the terms case of the Liens that secure Secured Notes Obligations, subject to the terms of any Applicable Intercreditor Arrangement. The TrusteeU.K. Obligor, the Issuer, Holdings Legal Reservations and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds Perfection Requirements) security interest in the Collateral in trust or otherwise for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to accordance with the terms of the Security Documents and any Applicable Intercreditor Arrangement, and the Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents (including any other agreements, deeds or other documents in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate receivedDocuments, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, as applicable: (i) grant a power delivery of attorney all certificates (in favor the case of Equity Interests that are certificated securities (as defined in the UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged and so delivered under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, in the case of Equity Interests that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent and the Lenders that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent and the Lenders in accordance with Articles 8 and 9 of the Notes Collateral Agent entitling it NY UCC and all laws otherwise applicable to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and perfection of the pledge of such Equity Interests; (ii) notarize financing statements naming each Obligor as a debtor and apostille such power the Administrative Agent as the secured party, or other similar instruments or documents, in each case suitable for filing, filed under the UCC (or equivalent law) of attorney before a notary public all jurisdictions as may be necessary or, in their jurisdiction the opinion of incorporation the Administrative Agent, desirable to perfect the Liens of the Administrative Agent pursuant to the Security Agreement; (if the process of notarization iii) UCC-3 termination statements, Intellectual Property security agreement terminations and apostille exists within that relevant jurisdictionany other releases, if notany, necessary to carry out the proper legalization process release all Liens and other rights of any Person in order for such power of attorney to be valid any collateral described in Spain). Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents Agreement previously granted by any Person (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended from time other than with respect to time in accordance with their terms and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited to the enforcement of the Collateral in the terms foreseen in the relevant Security DocumentsPermitted Liens); and (3iv) execute any waiver, modification, amendment, renewal or replacement or any other document related to the all applicable Short-Form IP Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or intended to be created by the Security Documents in the Collateral. Such security interests will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory to the Trustee and the Notes Collateral Agent. (b) It is understood and agreed that prior to the Discharge of First Lien Obligations, (x) to the extent that the Controlling Collateral Agent is satisfied with or agrees to any deliveries or documents Agreements required to be provided in respect of any matters relating to under the Collateral or makes any determination in respect of any matters relating to the Collateral (includingSecurity Agreement, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby), the Trustee and the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment each dated as of the Controlling Collateral Agent in respect of any such matters under the Closing Date, duly executed and delivered by each applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents and (y) any possessory collateral required to be delivered to the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor AgreementObligor.

Security Documents. (a) The due Second Lien Collateral Agent and punctual each other Second Lien Secured Party hereby agrees that if it shall obtain possession of any First Lien Obligations Collateral, or shall realize any proceeds or payment in respect of the principal of, premium and interest on the Notes when and as the same shall be due and payableany such Collateral, whether on an interest payment datepursuant to any Second Lien Security Document or by the exercise of any rights available to it under applicable law or in any bankruptcy, at maturity, by acceleration, repurchase, redemption insolvency or similar proceeding or otherwise, or shall receive any First Lien Obligations Collateral or proceeds of First Lien Obligations Collateral, or any payment on account thereof, under the Lien Subordination and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Issuer and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure Secured Notes Obligations, subject to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust or otherwise for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and any Applicable Intercreditor Arrangement, and the Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents (including any other agreements, deeds or other documents in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents Agreement or any other document related thereto, all agreement subordinating any Liens on the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes First Lien Obligations Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, (i) grant a power of attorney in favor of the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited to the enforcement of the Collateral in the terms foreseen in the relevant Security Documents); and (3) execute any waiver, modification, amendment, renewal or replacement or any other document related to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shallSecond Liens, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or intended to be created by the Security Documents in the Collateral. Such security interests will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory to the Trustee and the Notes Collateral Agent. (b) It is understood and agreed that prior to any time when the Discharge of First Lien ObligationsObligations shall not have occurred, (x) then it shall hold such Collateral, proceeds or payment in trust for the First Lien Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the extent First Lien Collateral Agent. Each Second Lien Secured Party agrees that if, at any time, all or part of any payment with respect to the Controlling First Lien Obligations previously made shall be rescinded for any reason whatsoever, such Second Lien Secured Party shall promptly pay over to the First Lien Collateral Agent is satisfied with any payment (including any payment received from any party under the Lien Subordination and Intercreditor Agreement or agrees any other agreement subordinating any Liens on the First Lien Obligations Collateral to any deliveries or documents required to be provided the Second Liens) received by it in respect of any matters relating First Lien Obligations Collateral and shall promptly turn any First Lien Obligations Collateral then held by it over to the First Lien Collateral or makes any determination in respect of any matters relating to the Collateral (includingAgent, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby), the Trustee and the Notes Collateral Agent provisions set forth in this Agreement shall be deemed to be satisfied with reinstated as if such deliveries and/or documents and the judgment of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents and (y) any possessory collateral required to be delivered to the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has payment had not been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor Agreementmade.

Security Documents. (a) The due and punctual payment of In each case, to the principal of, premium and interest on the Notes when and as extent the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Issuer and the Note Guarantors not have been previously delivered to the Holders or the Trustee under this IndentureAdministrative Agent, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure Secured Notes Obligations, subject to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust or otherwise for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and any Applicable Intercreditor ArrangementAdditional Security Document, including the Subsidiary Guarantee and Security Agreement of LSGR Holding, shall have been duly executed and delivered by each of the Notes Collateral Agent is hereby authorized to execute Credit Parties party thereto and deliver the Security Documents (including any other agreements, deeds or other documents in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according there shall have been delivered to the mandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, Administrative Agent: (i) grant a power of attorney in favor executed financing statements for filing under the provisions of the Notes UCC in each of the offices where such filing is necessary or appropriate, including those set forth on Schedule B hereto to grant the Administrative Agent a perfected first priority Lien in the Collateral Agent entitling it acquired in the Summersun Acquisition and the assets transferred in connection with the formation of LSGR Holdings as to grantwhich a security interest may be perfected by the filing of a financing statement, perfect, register, novate, enforce and/or cancel which Lien shall be superior to and prior to the relevant Spanish Security Documents rights of all third persons and subject to no other Liens; (ii) notarize certified copies of Requests for Information (Form UCC-11 or the equivalent), or equivalent reports or lien search reports listing all effective financing statements which name the Borrower, its subsidiaries, or Summersun and apostille which are filed in any jurisdiction in which any of such power Collateral is located and the jurisdiction in which such Person's principal place of attorney before a notary public in their jurisdiction business is located (none of incorporation (if which shall cover the process of notarization and apostille exists within that relevant jurisdictionCollateral covered, if not, to carry out the proper legalization process in order for such power of attorney or purported to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited to the enforcement of the Collateral in the terms foreseen in the relevant Security Documents); and (3) execute any waiver, modification, amendment, renewal or replacement or any other document related to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated herebycovered, by the Security Documents and Additional Security Documents other than Permitted Encumbrances); and (iv) evidence of the completion of all recordings and filings (or any part thereof, as from time of the making of arrangements to time constituted, so as to render file contemporaneously with the same available for the making of additional Borrowings contemplated hereby) of each such Security Document and delivery of such other security and benefit of this Indenture and other documents as may be necessary or, in the opinion of the Notes secured herebyAdministrative Agent, according desirable to perfect the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable lawLiens created, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created purported or intended to be created created, by such Security Documents; and (v) payoff letters executed by the Security Documents in holders of any Indebtedness reflected as being paid as of the Collateral. Such security interests Summersun Acquisition Closing Date on Schedule A hereto setting forth the amount required to discharge such Indebtedness, and evidence that the proceeds of the Summersun Term A Loans and Summersun Term B Loans will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory used to the Trustee and the Notes Collateral Agentso discharge such Indebtedness. (b) It is understood and agreed that prior to the Discharge of First Lien Obligations, (x) to the extent that the Controlling Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby), the Trustee and the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents and (y) any possessory collateral required to be delivered to the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor Agreement.

Security Documents. The Administrative Agent shall have received (ai) The due a reaffirmation agreement, executed and punctual payment delivered by an authorized officer of the principal of, premium Company and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all each other Obligations of the Issuer and the Note Guarantors Loan Party that is party to the Holders or Existing Credit Agreement, reaffirming each such Loan Party’s respective obligations with respect to each Security Document, (ii) certificates, if any, representing the Trustee under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Security Documents, according to the terms hereunder or thereunder, shall be secured Pledged Equity (as provided defined in the Security DocumentsAgreement) accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt (as defined in the Security Agreement) indorsed in blank, which define in each cash, other than any such certificates, stock powers, and instruments already in the terms possession of the Liens that secure Secured Notes Obligations, subject to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Administrative Agent holds the Collateral in trust or otherwise for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and any Applicable Intercreditor ArrangementAgreement, and the Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents (including any other agreements, deeds or other documents in relation theretoiii) on behalf of all Holders each document (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate received, including, but not limited towithout limitation, amendments or ratifications of this Indenture, any Uniform Commercial Code financing statement) required by the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) under law or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so reasonably requested by the Trustee Administrative Agent to be filed, registered or the Notes Collateral Agent recorded in relation order to any eventual enforcement of any Spanish Security Documents, (i) grant a power of attorney create in favor of the Notes Collateral Administrative Agent, for the benefit of the Lenders, a perfected Lien on the collateral described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 7.02), which shall have been filed, registered or recorded or shall have been delivered to the Administrative Agent entitling in proper form for filing, registration or recordation (it being understood that no account control agreements or landlord waivers shall be required to grantbe obtained or otherwise delivered by any of the Loan Parties); provided that if, perfectnotwithstanding the use by the Loan Parties of commercially reasonable efforts to deliver to the Administrative Agent the certificates, register, novate, enforce and/or cancel the relevant Spanish Security Documents undated stock powers and instruments required by clause (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees above or updated Intellectual Property short-form security agreements required pursuant to the terms of the Security Documents Agreement, such certificates, stock powers, instruments or Intellectual Property short-form security agreements are not delivered as of the Third Restatement Effective Date, delivery of such items (including other than any certificates representing the provisions providing for shares of Capital Stock of Domestic Subsidiaries) shall not be a condition to the possession, use, release and foreclosure agreement of Collateral) and any Applicable Intercreditor Arrangement each Lender to make the extension of credit requested to be made by it (but shall be required to be satisfied within 30 days of the Third Restatement Effective Date (or such later date as the same Administrative Agent may be agree in effect or may be amended from time its reasonable discretion)). In addition, the Administrative Agent shall have received the results of recent lien searches in each relevant jurisdiction with respect to time in accordance with their terms the Company and this Indenture and any Applicable Intercreditor Arrangementits subsidiaries, and authorizes and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited to the enforcement of the Collateral in the terms foreseen in the relevant Security Documents); and (3) execute any waiver, modification, amendment, renewal or replacement or any other document related to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, such searches shall reveal no Liens on any of the other Security Documents and this Indenture, assets of the Applicable Intercreditor Arrangement shall control. The Issuer will do Company or cause its subsidiaries except for Liens permitted by Section 7.02 or Liens to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, discharged pursuant to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents documentation or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or intended to be created by the Security Documents in the Collateral. Such security interests will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form arrangements reasonably satisfactory to the Trustee and the Notes Collateral Administrative Agent. (b) It is understood and agreed that prior to the Discharge of First Lien Obligations, (x) to the extent that the Controlling Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby), the Trustee and the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents and (y) any possessory collateral required to be delivered to the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor Agreement.

Security Documents. The Administrative Agent shall have received fully executed counterparts (aeach of which shall be originals or telecopies followed promptly by originals) The due and punctual payment of the principal of, premium Pledge and interest on the Notes when Security Agreement and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Issuer and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure Secured Notes Obligations, subject to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust or otherwise for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and any Applicable Intercreditor Arrangement, and the Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents (including any other agreements, deeds or other documents in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, (i) grant a power of attorney in favor of the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited to the enforcement of the Collateral in the terms foreseen in the relevant Guaranty Agreement (but not including any Copyright Security DocumentsAgreement, Patent Security Agreement, Trademark Security Agreement or Mortgages); and , together with (3i) execute any waiver, modification, amendment, renewal or replacement or any other document related to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing appropriate Uniform Commercial Code financing statements and other financing statements, mortgages appropriate stock powers and deeds of trustcertificates evidencing the Pledged Collateral and (ii) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or intended to be created by the Security Documents in the Collateral. Such security interests will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form results reasonably satisfactory to the Trustee and Administrative Agent of a search of the Notes Collateral Agent. Uniform Commercial Code (bor equivalent) It is understood and agreed that prior filings made with respect to the Discharge of First Lien ObligationsLoan Parties. Each Loan Party authorizes the Administrative Agent to cause to be filed any such Uniform Commercial Code financing statements in such locations as the Administrative Agent may deem appropriate. Notwithstanding anything to the contrary herein or otherwise, (x) to the extent that any Collateral, including the Controlling Collateral Agent perfection of any security interest, is satisfied with not or agrees to any deliveries or documents required to cannot be provided in respect on the Closing Date (other than (A) the pledge and perfection of any matters relating security interests, to the Collateral or makes extent required hereunder and under the Pledge and Security Agreement, in the Capital Stock of the Borrower and its Subsidiaries (including the Guarantors) with respect to which a Lien may be perfected by the delivery of a certificate representing such Capital Stock, if any determination in respect of any matters relating to and (B) the Collateral (including, without limitation, extensions of time or waivers for the creation pledge and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables in Collateral with respect to particular assets which a Lien may be perfected by the filing of financing statements under the Uniform Commercial Code in the office of the Secretary of State (or equivalent filing office of the relevant State(s) of the Borrower’s or any Guarantor’s jurisdiction of organization) after the Borrower’s use of commercially reasonable efforts to do so, then the provision of any such Collateral, including in connection with assets acquiredthe perfection of any security interest, shall not constitute a condition precedent to the availability of the Loan on the Closing Date, but may instead be provided, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs therein perfected, within ninety (90) days after the benefit of a security interest to Closing Date (which may be extended by the relevant Secured Parties afforded thereby), the Trustee and the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed its sole discretion) pursuant to arrangements to be mutually agreed by the judgment of the Trustee Borrower and the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents and (y) any possessory collateral required to be delivered to the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor AgreementAgent.

Security Documents. (a) The due and punctual payment of Administrative Agent shall have received the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Issuer and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure Secured Notes Obligations, subject to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust or otherwise for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and any Applicable Intercreditor Arrangement, and the Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents (including any other agreements, deeds or other documents in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, following: (i) grant a power of attorney in favor of the Notes Collateral Agent entitling it to grantPledge Agreement, perfectSecurity Agreement and Subsidiary Guarantee Agreement, register, novate, enforce and/or cancel duly executed and delivered by the relevant Spanish Security Documents and respective Loan Parties party thereto; (ii) notarize the New Mortgage, duly executed and apostille delivered by the Borrower in recordable form (in such power number of attorney before copies as the Administrative Agent shall have requested), with appropriate metes and bounds descriptions attached thereto (and the Borrower hereby authorizes the Administrative Agent to deliver the New Mortgage to a notary public title company or other Person for recording in their jurisdiction of incorporation the appropriate land offices for the properties covered thereby); (if iii) a completed Perfection Certificate dated the process of notarization Closing Date and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain). Each Holder, signed by accepting a Note, consents and agrees to the terms an executive officer or Financial Officer of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor ArrangementBorrower, together with any other incidental rightsall attachments contemplated thereby, powers and discretions (including but not limited to the enforcement results of a search of the Collateral in the terms foreseen in the relevant Security Documents); and (3) execute any waiver, modification, amendment, renewal or replacement or any other document related to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereofequivalent) filings made with respect to the Borrower and the Subsidiaries in the jurisdictions contemplated by the Perfection Certificates and copies of the security interests created financing statements (or intended to be created similar documents) disclosed by the Security Documents in the Collateral. Such security interests will be created under the Security Documents such search and other security agreements, mortgages, deeds of trust and other instruments and documents in form evidence reasonably satisfactory to the Trustee and Administrative Agent that the Notes Collateral Agent.Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released; and (biv) It is understood and agreed that prior to the Discharge of First Lien Obligations, (x) to the extent that the Controlling Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets each Mortgaged Property subject to the Lien of the Existing Mortgage, an endorsement by the respective title company of the policies of title insurance issued on the “Closing Date” under the Existing Credit Agreement with respect to the Lien of the Existing Mortgage, insuring the validity and priority of the Liens created under the Existing Mortgage for and in amounts satisfactory to the Administrative Agent, subject only to such exceptions as are satisfactory to the Administrative Agent. In addition, the Borrower shall have paid to the title company referred to in clause (including iv) above all expenses and premiums of such title company in connection with assets acquiredthe issuance of such endorsement, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence shall have delivered evidence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest such payment to the relevant Secured Parties afforded thereby), the Trustee and the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents and (y) any possessory collateral required to be delivered to the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor AgreementAdministrative Agent.

Security Documents. (a) The due and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Issuer and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure Secured Notes Obligations, subject to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust or otherwise for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and any Applicable Intercreditor Arrangement, and the Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents (including any other agreements, deeds or other documents in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, (i) grant Each Credit Party shall have duly authorized, executed and delivered a power Pledge Agreement substantially in the form of attorney in favor of the Notes Collateral Agent entitling it to grantExhibit F-1 (as modified, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect amended or may be amended supplemented from time to time in accordance with their the terms thereof and this Indenture and any Applicable Intercreditor Arrangementhereof, a "Credit Party Pledge Agreement"), and authorizes shall have delivered to the Administrative Agent, as pledgee thereunder, all of the certificates representing the Pledged Securities, if any, referred to therein, endorsed in blank or accompanied by executed and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents undated stock powers, and the Applicable Intercreditor ArrangementCredit Party Pledge Agreement shall be in full force and effect. (ii) On the Initial Borrowing Date, together with any other incidental rightsthe Borrower shall have duly authorized, powers executed and discretions (including but not limited to the enforcement of the Collateral delivered a Pledge Agreement substantially in the terms foreseen in the relevant Security Documents); and form of Exhibit F-2-A (3) execute any waiveras modified, modification, amendment, renewal amended or replacement or any other document related to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as supplemented from time to time constitutedin accordance with the terms thereof and hereof, so the "NBA Team Pledge Agreement") and a Pledge Agreement substantially in the form of Exhibit F-2-B (as modified, amended or supplemented from time to render time in accordance with the same available terms thereof and hereof, the "NHL Team Pledge Agreement" and together with the NBA Team Pledge Agreement, each a "Team Pledge Agreement"), and shall have delivered to the Administrative Agent, as pledgee thereunder for the security and benefit of this Indenture and the Lenders, (x) all of the Notes secured herebycertificates representing the Pledged Securities referred to therein, according endorsed in blank or accompanied by executed and undated stock powers and (y) executed copies of Partnership Notices delivered to the intent each Pledged Entity and purposes herein expressed. The Issuer and the Note Guarantors shallexecuted copies of Partnership Acknowledgements executed by such Pledged Entity, at their sole expense, take all together with evidence that such other actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that have been taken as may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably requestnecessary or, in order the opinion of the Administrative Agent, desirable to ensure the creation, perfection and priority (or continuance thereof) of perfect the security interests created or intended purported to be created by the Security Documents in the Collateral. Such security interests will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory to the Trustee and the Notes Collateral Agent. (b) It is understood and agreed that prior to the Discharge of First Lien Obligations, (x) to the extent that the Controlling Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets respective Team Pledge Agreement (including in connection with assets acquired, or Subsidiaries formed or acquired, after evidence that each Pledged Entity has duly recorded the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs created by the benefit respective Team Pledge Agreement on the partnership books and records of a security interest to the relevant Secured Parties afforded therebysuch Pledged Entity), the Trustee and the Notes Collateral Agent each Team Pledge Agreement shall be deemed to be satisfied with such deliveries and/or documents in full force and the judgment of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents and (y) any possessory collateral required to be delivered to the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor Agreementeffect.

Security Documents. (a) The due Company and punctual payment the Guarantors shall have executed and delivered a perfection certificate dated as of the principal of, premium and interest on Closing Date (the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Issuer and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure Secured Notes Obligations, subject to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust or otherwise for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and any Applicable Intercreditor Arrangement, and the Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents (including any other agreements, deeds or other documents in relation thereto“Perfection Certificate”) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, (i) grant a power of attorney in favor of the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited to the enforcement of the Collateral in the terms foreseen in the relevant Security Documents); and (3) execute any waiver, modification, amendment, renewal or replacement or any other document related to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or intended to be created by the Security Documents in the Collateral. Such security interests will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form and substance reasonably satisfactory to the Trustee and Initial Purchasers. Except as otherwise provided for in the Notes Collateral Agent. (b) It is understood and agreed that prior Security Agreement, the Indenture or the other documents entered into pursuant to the Discharge of First Lien Obligations, (x) to the extent that the Controlling Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby)Transactions, the Trustee Representative and the Notes Collateral Agent shall have received each of the Security Documents, in form and substance reasonably satisfactory to the Initial Purchasers, and all other certificates, agreements or instruments necessary to perfect the Notes Collateral Agent’s security interest in all of the Collateral, including but not limited to, control agreements, stock certificates accompanied by instruments of transfer and stock powers undated and endorsed in blank, Uniform Commercial Code financing statements in appropriate form for filing and filings with the United States Patent and Trademark Office and United States Copyright Office in appropriate form for filing; each such document shall be deemed to executed by the Company and each other party thereto, and each such document shall be satisfied with such deliveries and/or documents in full force and effect; and the judgment of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee Initial Purchasers and the Notes Collateral Agent shall have received evidence that all of the liens on the Collateral (other than permitted liens described in respect the Pricing Disclosure Package) have been released. The Representative shall also have received (i) certified copies of such matters under this Indenture Uniform Commercial Code, tax and judgment lien searches or equivalent reports or searches, and a copy of searches at the United States Patent and Trademark Office each of a recent date listing all effective financing statements, lien notices or comparable documents that name the Company or any Guarantor as debtor and that are required by the Perfection Certificate or that the Representative deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than permitted liens described in the Pricing Disclosure Package or liens to be released on or prior to the Closing Date) and (yii) any possessory collateral acceptable evidence of payment or arrangements for payment by the Company and the Guarantors of all applicable recording taxes, fees, charges, costs and expenses required to be delivered to for the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee recording of the Notes Collateral Agent pursuant to the Applicable Intercreditor AgreementSecurity Documents.

Security Documents. (a) The due and punctual payment of On the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Issuer and the Note Guarantors to the Holders or the Trustee under this IndentureInitial Borrowing Date, the Notes------------------ Borrower and each of its Wholly-Owned Subsidiaries shall have duly authorized, the Note Guarantees, any Applicable Intercreditor Arrangement executed and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided delivered a Pledge Agreement in the Security Documentsform of Exhibit F (as modified, which define the terms of the Liens that secure Secured Notes Obligations, subject to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust amended or otherwise for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and any Applicable Intercreditor Arrangement, and the Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents (including any other agreements, deeds or other documents in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, (i) grant a power of attorney in favor of the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended supplemented from time to time in accordance with their the terms thereof and this Indenture hereof, the "Pledge Agreement") and any Applicable Intercreditor Arrangementshall have delivered to the Collateral Agent, as pledgee thereunder, all of the Pledged Securities (if any) referred to therein, endorsed in blank in the case of promissory notes or accompanied by executed and undated stock powers in the case of capital stock, and authorizes the Pledge Agreement under such other documents shall be in full force and directs effect. (b) On the Notes Collateral Agent to: Initial Borrowing Date, (1i) enter into the Borrower and each Subsidiary Guarantor shall have duly authorized, executed and delivered a Borrower/Subsidiary Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited to the enforcement of the Collateral Agreement in the terms foreseen in the relevant Security Documents); and form of Exhibit G-1 (3) execute any waiveras modified, modification, amendment, renewal amended or replacement or any other document related to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as supplemented from time to time constitutedin accordance with the terms thereof and hereof, so the "Borrower/Subsidiary Security Agreement") and (ii) each Affiliated Business Guarantor shall have duly authorized, executed and delivered an Affiliated Business Security Agreement in the form of Exhibit G-2 (as modified, amended or supplemented from time to render time in accordance with the same available for terms thereof and hereof, the security and benefit of this Indenture and "Affiliated Business Security Agreement" and, together with the Borrower/Subsidiary Security Agreement, the "Security Agreements"), in each case covering all of the Notes secured herebyrespective Security Agreement Collateral, according to together with: (A) executed copies of Financing Statements (Form UCC-1 and/or UCC-3) or appropriate local equivalent in appropriate form for filing under the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds UCC or appropriate local equivalent of trust) that each jurisdiction as may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order necessary to ensure the creation, perfection and priority (or continuance thereof) of perfect the security interests purported to be created by the respective Security Agreement; (B) evidence of the completion of all other recordings and filings of, or with respect to, the respective Security Agreement as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests intended to be created by the such Security Documents Agreement; and (C) evidence that all other actions necessary or, in the Collateral. Such reasonable opinion of the Collateral Agent, desirable to perfect the security interests will purported to be created under by the respective Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory to the Trustee and the Notes Collateral Agent. (b) It is understood and agreed that prior to the Discharge of First Lien Obligations, (x) to the extent that the Controlling Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby), the Trustee and the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture Agreement have been taken; and the Security Documents Agreements and (y) any possessory collateral required to be delivered to the Notes Collateral Agent such other documents shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor Agreementin full force and effect.

Security Documents. (a) The due Domestic Security and punctual payment Pledge Agreement, the Canadian Pledge Agreement and the Canadian Security Agreements, each as amended and in effect from time to time, and any additional documents evidencing or perfecting the Administrative Agent's lien on the assets of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Issuer and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure Secured Notes Obligations, subject to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust or otherwise applicable Borrowers for the benefit of the Holders, the Trustee applicable Banks (including Uniform Commercial Code financing statements and the Notes Collateral Canadian equivalent thereof). SELLER SUBORDINATED DEBT. Indebtedness of the Borrowers which has been subordinated and made junior to the payment and performance in full of the Obligations, and evidenced as such by a subordination agreement containing subordination provisions substantially in the form of Exhibit F (the "Subordination Agreement") hereto; PROVIDED that (a) at the time such Seller Subordinated Debt is incurred, no Default or Event of Default has occurred or would occur as a result of such incurrence, and (b) the documentation evidencing such Seller Subordinated Debt shall have been delivered to the Administrative Agent and pursuant to the terms shall contain ALL of the Security Documents and any Applicable Intercreditor Arrangement, and the Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents (including any other agreements, deeds or other documents in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, following characteristics: (i) grant a power of attorney in favor of the Notes Collateral Agent entitling it to grantshall be unsecured, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power it shall bear a market rate of attorney before interest, (iii) it shall have a notary public in their jurisdiction final maturity of incorporation at least five (if the process of notarization and apostille exists within that relevant jurisdiction5) years, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees (iv) it shall not require unscheduled principal repayments thereof prior to the terms maturity date, (v) it shall have financial covenants (including covenants relating to incurrence of indebtedness) which are meaningfully less restrictive than those set forth herein, (vi) it shall have no restrictions on the Borrower's ability to grant liens securing indebtedness ranking senior to such Seller Subordinated Debt, (vii) it shall permit the incurrence of senior indebtedness under this Agreement, (viii) it may be cross-accelerated with the Obligations and other senior indebtedness of the Security Documents Borrowers (including but shall not be cross-defaulted except for payment defaults which the provisions providing senior lenders have not waived) and may be accelerated upon bankruptcy, (ix) it shall provide for the possessioncomplete, use, automatic and unconditional release of any and foreclosure all guarantees of Collateral) and such Seller Subordinated Debt granted by any Applicable Intercreditor Arrangement as the same may be Borrower in effect or may be amended from time to time in accordance with their terms and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited to the enforcement of the Collateral in the terms foreseen in the relevant Security Documents); and (3) execute any waiver, modification, amendment, renewal or replacement or any other document related to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between the sale by any Applicable Intercreditor Arrangement, Person of such Borrower or the sale by any Person of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do all or cause to be done substantially all of such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the security interest Borrower's assets (including 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 case of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or intended to be created by the Security Documents in the Collateral. Such security interests will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory to the Trustee and the Notes Collateral Agent. (b) It is understood and agreed that prior to the Discharge of First Lien Obligationsa foreclosure), (x) it shall provide that (A) upon any payment or distribution of the assets of the Borrowers (including after the commencement of a bankruptcy proceeding) of any kind or character, all of the Obligations (including interest accruing after the commencement of any bankruptcy proceeding at the rate specified for the applicable Obligation, whether or not such interest is an allowable claim in any such proceeding) shall be paid in full prior to any payment being received by the holders of the Seller Subordinated Debt and (B) until all of the Obligations (including the interest described in subclause (A) above) are paid in full in cash, any payment or distribution to which the holders of the Seller Subordinated Debt would be entitled but for the subordination provisions of the type described in clauses (xi) and (xii) hereof shall be made to the extent holders of the Obligations, (xi) it shall provide that in the Controlling Collateral Agent is satisfied with event of a payment default under Section 13.1(a) or agrees to any deliveries or documents (b) hereof, the Borrowers shall not be required to be provided in respect of any matters relating to pay the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests inprincipal of, or the obtaining of title insuranceany interest, legal opinions or fees and all other deliverables amounts payable with respect to particular assets the Seller Subordinated Debt until the Obligations have been paid in full in cash, (including xii) it shall provide that in connection the event of any other Event of Default, the Banks shall be permitted to block with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest respect to the relevant Secured Parties afforded thereby)Seller Subordinated Debt for a period of 180 days (A) payments of principal, the Trustee interest, fees and the Notes Collateral Agent all other amounts payable, and (B) enforcement of remedies for Seller Subordinated Debt in excess of $1,000,000, and (xiii) it shall be deemed to be satisfied with such deliveries and/or documents and the judgment acknowledge that none of the Controlling Collateral Agent provisions outlined in respect part (b) of any such matters under this definition can be amended, modified or otherwise altered without the applicable Credit Facility shall be deemed to be the judgment prior written consent of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents and (y) any possessory collateral required to be delivered to the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor AgreementRequired Banks.

Security Documents. (aA) The due and punctual payment of In order to secure the principal ofSecured Obligations, premium and interest (i) the Pledgor, on the Notes when Issue Date simultaneously with the execution and delivery of this Supplemental Indenture, entered into Pledge Agreement granting the Collateral Trustee a Lien, subject only to Permitted Liens, on the Collateral and (ii) the Company agrees that it will take all such action as the same shall be due and payablereasonably required to ensure that the Secured Obligations will at all times be secured by a Lien, whether on an interest payment datesubject only to Permitted Liens, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal ofCollateral, premium and interest on the Notes and performance of all other Obligations of the Issuer and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Security Documents, according to the terms hereunder or thereunder, shall be secured except as provided in the Security Documents, which define otherwise permitted by the terms of the Liens that secure Secured Notes Obligationsthis Indenture. (B) Each Holder of Notes, subject by its acceptance of a Note, is deemed to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings have consented and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust or otherwise for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant agreed to the terms of the Security Documents and any Applicable Intercreditor ArrangementPledge Agreement, and the Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents (including any other agreements, deeds or other documents in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, (i) grant a power of attorney in favor of the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be originally in effect and as amended, supplemented or may be amended replaced from time to time in accordance with their its terms or the terms of this Indenture, to have authorized and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs directed the Notes Collateral Agent to: (1) Trustee to enter into the Security Documents Pledge Agreement, and any Applicable Intercreditor Arrangement to have authorized and empowered the Collateral Trustee to bind the Holders of Notes as set forth in the Pledge Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given thereunder, including entering into amendments permitted by the terms of the Indenture or the Pledge Agreement. (C) Notwithstanding anything to it under the Security Documents and the Applicable Intercreditor Arrangement, together with contrary set forth in this Indenture or in any other incidental rightsCollateral Document, powers and discretions (including but not limited neither the Trustee nor the Collateral Agent shall be responsible for the existence, genuineness or value of any of the Collateral, or for the creation, validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, for the enforcement validity or sufficiency of the Collateral in the terms foreseen in the relevant Security Documents); and (3) execute any waiver, modification, amendment, renewal or replacement or any other document related agreement or assignment contained therein, for the validity of the title of the Grantors to the Security Documents expressed Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any maintenance of the Collateral. (D) The Trustee shall have no obligation to give, execute, deliver, file, record, authorize or obtain any financing statements, notices, instruments, documents, agreements, consents or other Security Documents and this Indenturepapers as shall be necessary to (i) create, the Applicable Intercreditor Arrangement shall control. The Issuer will do preserve, perfect or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent validate the security interest granted to the Collateral Agent or the Collateral Trustee pursuant to the this Indenture or the Pledge Agreement or the other Collateral Documents or (ii) enable the Collateral Trustee to exercise and enforce its rights under this Indenture or the Pledge Agreement or the other Collateral Documents with respect to such pledge and security interest. In addition, the Trustee shall have no responsibility or liability (i) in connection with the acts or omissions of the Company in respect of the foregoing or (ii) for or with respect to the legality, validity and enforceability of any security interest created in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority of such security interest. (E) Within 60 days of the Issue Date (or continuance thereof) such later date agreed to by the Collateral Trustee in its sole discretion), the Company will cause the Mortgagor to deliver to the Collateral Trustee under the Collateral Trustee Agreement Mortgages encumbering the Mortgaged Property and deliver to the Collateral Trustee an Opinion of Counsel of ▇▇▇▇ ▇▇▇▇▇▇ LLP, dated on or before the date of the security interests created or intended to be created by the Security Documents Mortgages, and covering matters customary in the Collateral. Such security interests will be created under the Security Documents similar transactions, in a form and other security agreements, mortgages, deeds of trust and other instruments and documents in form substance reasonably satisfactory to the Collateral Trustee and the Notes Collateral Agent. (b) It is understood and agreed that prior to the Discharge of First Lien Obligations, (x) to the extent that the Controlling Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to under the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby), the Trustee and the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents and (y) any possessory collateral required to be delivered to the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor Trust Agreement.

Security Documents. (a) The due and punctual payment of the principal ofBonds hereunder, premium and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturityStated Maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest (to the extent permitted by law), if any, on the Notes Bonds and any Subsidiary Guarantee and performance of all other Obligations of any of the Issuer Company and the Note Guarantors any Subsidiary Guarantor to the Holders Bondholders or the Trustee under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Security Documents, Loan Agreement according to the terms hereunder or thereunderthereunder (collectively, shall the “Secured Obligations”), will be secured by second-priority Liens on the Collateral granted to the Collateral Trustee for the benefit of the Bonds, the Company Notes and future other Parity Lien Obligations. Except as otherwise provided in the Security Intercreditor Agreement, the Collateral includes all of the assets of the Company and the Subsidiary Guarantors that are subject to a Lien securing Priority Lien Obligations (as defined in the Company Indenture), other than cash collateral to (i) issuers of letters of credit pursuant to the Priority Lien Documents rather than holders of all Priority Lien Obligations or (ii) with respect to any letters of credit issued pursuant to the Priority Lien Documents, which define to the terms Priority Lien Agent for the benefit of the holders of Priority Lien Obligations as a whole. For all purposes of this Guaranty, all references to “second-priority” Liens means Liens that secure Secured Notes may be junior in priority to the Liens securing Priority Lien Obligations, to the extent permitted to be incurred or to exist under the Intercreditor Agreement, and to Permitted Prior Liens. These second-priority Liens will also be senior in priority to the Liens securing Junior Lien Obligations, to the extent permitted to be incurred or to exist under the Bond Documents (as defined in the Loan Agreement). (b) The Collateral and the Liens remain at all times subject to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust or otherwise for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and any Applicable Intercreditor Arrangement, and the Notes Collateral Agent is hereby authorized to execute and deliver the Security Note Documents (including any other agreements, deeds or other documents in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate received, including, but not limited towithout limitation, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, (i) grant a power of attorney in favor of the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for foreclosure and release of Collateral and authorizing the possession, use, release and foreclosure of CollateralCollateral Trustee to enter into any Security Document on its behalf) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended from time to time in accordance with their its terms and this Indenture and any Applicable to the rights of the Collateral Trustee subject to the Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and Agreement to perform its obligations and exercise its rights thereunder under the Security Documents. (c) Each Holder (as defined in accordance therewith; the Company Indenture), by accepting a Bond, shall be deemed (2i) perform to have agreed to be bound by the duties terms of the Security Documents and exercise (ii) to appoint the rights and powers and discretion that are specifically given to it Collateral Trustee or the Trustee, as the case may be, as its agent under the Security Documents and the Applicable Intercreditor Arrangement, together with any other incidental Agreement and to authorize it to act as such. (d) The Collateral Trustee is hereby authorized to exercise such rights, powers and discretions (as are specifically delegated to it by the terms of the Security Documents, including but not limited the power to enter into the Security Documents, on behalf of the Bondholders, together with all rights, powers and discretions as are reasonably incidental thereto or necessary to give effect to the enforcement trusts created thereunder in accordance with the terms thereof. (e) Notwithstanding any other provision of this Guaranty or any other Note Document, neither the Trustee nor the Collateral Trustee shall have any responsibility for the validity, perfection, sufficiency, adequacy, priority or enforceability of any Lien or Security Document or other security interest, or shall have any obligation to take any action to procure or maintain such validity, perfection, sufficiency, adequacy, priority or enforceability, including without limitation no responsibility to make any filings to perfect or maintain the perfection of the Collateral in the terms foreseen in the relevant Security Documents); and (3) execute any waiver, modification, amendment, renewal or replacement or any other document related to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the Trustee’s security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or intended to be created by the Security Documents in the Collateral. Such security interests will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory to the Trustee and the Notes Collateral Agent. (b) It is understood and agreed that prior to the Discharge of First Lien Obligations, (x) to the extent that the Controlling Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby), the Trustee and the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents and (y) any possessory collateral required to be delivered to the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor Agreement.

Security Documents. (a) The due Loans and punctual payment of all amounts outstanding from time to time under the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Issuer and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Security Documents, according to the terms hereunder or thereunder, Loan Documents shall be secured as provided by: a. A first priority security interest (subject to Permitted Liens) in (i) all tangible and intangible personal property, (ii) all fixtures and (iii) all owned real property of Borrower and the Borrower Subsidiaries, now owned or hereafter acquired, and all proceeds and products of such assets. Lender’s security interest in the Security Documents, which define the terms of the Liens that secure Secured Notes Obligations, foregoing shall be created by and shall be subject to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust or otherwise for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms provisions of the Security Documents Agreement and any Applicable shall be subject to the provisions of the Intercreditor Arrangementand Subordination Agreement. Promptly, and in any event within one (1) Business Day, following the Notes Collateral Agent is hereby authorized formation (or, as applicable, incorporation) thereof, Borrower shall cause each Borrower Subsidiary to execute and deliver the Security Documents (including any other agreements, deeds or other documents in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, (i) grant Lender a power of attorney in favor of the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited to the enforcement of the Collateral in the terms foreseen in the relevant Security Documents); and (3) execute any waiver, modification, amendment, renewal or replacement or any other document related Supplement to the Security Documents expressed Agreement. b. A first priority security interest (subject to be executed Permitted Liens) in all assets of Guarantor (other than the membership interests of Guarantor in Borrower which are addressed in clause (c) below), now owned or hereafter acquired, and all proceeds and products *** Certain confidential portions of this exhibit were omitted by the Notes Collateral Agent. In the event means of conflict between any Applicable Intercreditor Arrangement, any redacting a portion of the other Security Documents text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and this Indenture, Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Applicable Intercreditor Arrangement shall controlSecurities Exchange Act. The Issuer will do or cause to be done all of such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the assets. Lender’s security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or intended to foregoing shall be created by and subject to the provisions of the Security Documents in the Collateral. Such security interests will Agreement and shall be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory subject to the Trustee provisions of the Intercreditor and the Notes Collateral Agent. (b) It is understood and agreed that prior to the Discharge of First Lien Obligations, (x) Subordination Agreement to the extent that the Controlling Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a therein. c. A first priority security interest in a particular asset outweighs the benefit membership interests of a Guarantor in Borrower, now owned or hereafter acquired by Guarantor, and all proceeds and products thereof. Lender’s security interest in the foregoing shall be created by and shall be subject to the relevant Secured Parties afforded therebyprovisions of the Pledge Agreement and shall be subject to the provisions of the Intercreditor and Subordination Agreement to the extent provided therein. d. A first priority security interest (subject to the SNR Lien) in Borrower’s membership interests in the Borrower Subsidiaries hereafter formed or acquired by Borrower, and all proceeds and products thereof. Lender’s security interest in the foregoing shall be created by and shall be subject to the provisions of the Pledge Agreement and shall be subject to the provisions of the Intercreditor and Subordination Agreement to the extent provided therein. e. Notwithstanding the provisions of Section 2.5(a) through 2.5(d), inclusive, Lender acknowledges and agrees that the Trustee obligations of Borrower and the Notes Collateral Agent Borrower Subsidiaries under the Interest Purchase Agreement shall be deemed secured by a first priority security interest in favor of SNR in and to be satisfied with such deliveries and/or documents all personal property, fixtures and owned real property of Borrower and the judgment membership interests owned by Borrower (other than Borrower’s membership interests in each Borrower Subsidiary that does not hold Licenses) and all personal property, fixtures and owned real property of the Controlling Collateral Agent Borrower Subsidiaries, in respect each case now owned or hereafter acquired, and all proceeds and products of any such matters under assets. SNR’s security interests in the applicable Credit Facility foregoing shall be deemed created by and shall be subject to be the judgment provisions of the Trustee SNR Security Agreement and the Notes Collateral Agent SNR Pledge Agreement. SNR’s security interest in respect of the foregoing shall have priority over Lender’s security interest in such matters under this Indenture assets, and Lender’s security interest in the Security Documents and (y) any possessory collateral required to foregoing shall be delivered subordinated to the Notes Collateral Agent shall be deemed to be delivered SNR Lien in such assets and membership interests, in each case to the Notes Collateral Agent if extent provided herein and in the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor and Subordination Agreement.

Security Documents. (a) The As security for the due and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance repayment of all other Obligations of the Issuer and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure Secured Notes Obligations, subject to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust or otherwise for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and any Applicable Intercreditor Arrangement, and the Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents (including any other agreements, deeds or other documents in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, (i) grant a power of attorney in favor of the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended sums from time to time in accordance with their terms payable to the Bank, the Borrower shall ensure and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs procure that the Notes Collateral Agent to: (1) enter into the following Security Documents are duly executed and, where required properly registered in favour of the Bank at the time specified herein or otherwise as required by the Bank and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; ensure that such security, apart from this Agreement, consists of (2a) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents A Master Swap Agreement and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers relevant Schedule attached thereto (the "Master Swap Agreement") executed by the Borrower in form and discretions (including but not limited substance satisfactory to the enforcement of Bank; (b) A Master Agreement Security Deed (the Collateral in "Master Agreement Security Deed") executed or (as the terms foreseen in the relevant Security Documents); and (3context may require) execute any waiver, modification, amendment, renewal or replacement or any other document related to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any Borrower in favour of the other Security Documents and this Indenture, Bank; (c) A Corporate Guarantee from the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or intended to be created by the Security Documents in the Collateral. Such security interests will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents Corporate Guarantor in form reasonably and substance satisfactory to the Trustee Bank (the "Corporate Guarantee"); (d) A duly registered First Preferred Mortgage over the Vessel providing on the basis of the provisions of the applicable law the highest degree of security for the Bank (the "Mortgage"); (e) A first Priority General Assignment of all the Insurances, Earnings, and Requisition Compensation for the Notes Collateral AgentVessel in form and substance satisfactory to the Bank and respective notices of assignment and acknowledgements thereof (the "General Assignment"); (f) Specific assignment of the benefit of the Charter in respect of the Vessel chartered and respective notices and acknowledgements thereof (the "Specific Assignment"). (bg) It is understood Pledge agreement(s) in form and agreed that prior substance satisfactory to the Discharge of First Lien Obligations, Bank executed or (xas the context may require) to be executed by the extent that Borrower or by the Controlling Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided Corporate Guarantor in favour of the Bank creating security in respect of any matters relating the Operating Account for the Vessel (the "Operating Account Pledge(s)") (h) A pledge agreement in form and substance satisfactory to the Collateral Bank executed or makes any determination (as the context may require) to be executed by the Borrower in favour of the Bank in respect of any matters relating the Retention Account (the "Retention Account Pledge"); (i) Manager's undertaking in form and substance satisfactory to the Collateral (including, without limitation, extensions of time or waivers for Bank pursuant to which the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest Manager will subrogate its rights to the relevant Secured Parties afforded therebyLoan throughout the Facility Period (the "Manager's Undertaking"), the Trustee and the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents and (y) any possessory collateral required to be delivered to the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor Agreement.

Security Documents. (a) The due and punctual payment of Each Lender hereby further authorizes Administrative Agent to enter into the principal of, premium and interest on the Notes when and Security Documents as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwisesecured party, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Issuer and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure Secured Notes Obligations, subject to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings and accept the Subsidiary Guarantors hereby acknowledge Guaranty, in each case on behalf of and agree that the Notes Collateral Agent holds the Collateral in trust or otherwise for the benefit of the Holders, the Trustee Lenders and the Notes Collateral Agent and pursuant agrees to be bound by the terms of the Security Documents and the Subsidiary Guaranty; PROVIDED that Administrative Agent shall not enter into or consent to any Applicable Intercreditor Arrangementamendment, and the Notes Collateral Agent is hereby authorized to execute and deliver modification, termination or waiver of any provision contained in the Security Documents or the Subsidiary Guaranty without the prior consent of Requisite Lenders (including any or such greater number of Lenders as might be required under Section 10.6); PROVIDED FURTHER, that anything in this Agreement or the other agreements, deeds or other documents in relation theretoLoan Documents to the contrary notwithstanding: (i) Administrative Agent is authorized on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate andLenders, specifically, those deemed necessary or appropriate according to without the mandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement necessity of any Spanish Security Documentsnotice to or further consent from the Lenders, (i) grant a power of attorney in favor of the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended from time to time in accordance to take any action with their terms and this Indenture and respect to any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into or the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited to the enforcement of the Collateral in the terms foreseen in the relevant Security Documents); and (3) execute any waiver, modification, amendment, renewal or replacement or any other document related to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as which may be reasonably required by the next sentence of this Section 12.01, necessary to assure perfect and confirm to the Notes Collateral Agent maintain perfected the security interest in and Liens upon the Collateral contemplated hereby, by granted pursuant to the Security Documents Documents. (ii) The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by Administrative Agent upon any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and Collateral (a) upon termination of the Notes secured hereby, according to the intent Commitments and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, payment in order to ensure the creation, perfection and priority (or continuance thereof) full of the security interests created Loans and all other Obligations payable under this Agreement and under any other Loan Document; (b) constituting property sold or intended to be created by the Security Documents sold or disposed of as part of or in the Collateral. Such security interests will be created connection with any disposition permitted hereunder or under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents Documents; (c) constituting property in form reasonably satisfactory to which any Obligor owned no interest at the Trustee and time the Notes Collateral Agent. Lien was granted or at any time thereafter; (bd) It is understood and agreed that prior to the Discharge of First Lien Obligations, (x) to the extent that the Controlling Collateral Agent is satisfied with or agrees constituting property leased to any deliveries Credit Party under a lease which has expired or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest been terminated in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby), the Trustee and the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters transaction permitted under this Indenture Agreement or is about to expire and the Security Documents which has not been, and is not intended by such Credit Party to be, renewed or extended; (ye) any possessory collateral required to be delivered to the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent consisting of an instrument evidencing Indebtedness if the same Indebtedness evidenced thereby has been delivered paid in full; or (f) if otherwise approved, authorized or ratified in writing by Requisite Lenders, subject to the Controlling subsection 10.6. Upon request by Administrative Agent at any time, Lenders will confirm in writing Administrative Agent's authority to release particular types or items of Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor Agreementthis subsection 9.6.

Security Documents. (a) The due Borrower shall take all actions necessary or requested by the Administrative Agent to maintain each Security Document to which it is a party in full force and punctual payment effect and enforceable in accordance with its terms and to maintain and preserve the Liens created by such Security Documents and the priority thereof, including (i) making filings and recordations, (ii) making payments of fees and other charges, (iii) issuing and, if necessary, filing or recording supplemental documentation, including continuation statements, (iv) discharging all claims or other Liens adversely affecting the rights of any Secured Party in any Collateral, (v) publishing or otherwise delivering notice to third parties, (vi) depositing title documents and (vii) taking all other actions either necessary or otherwise requested by the Administrative Agent to ensure that all Collateral (including any after-acquired Property of the principal of, premium Borrower intended to be covered by any Security Document to which it is a party) is subject to a valid and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations enforceable first-priority Lien in favor of the Issuer and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure Secured Notes Obligations, subject to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust or otherwise for the benefit of the HoldersSecured Parties. In furtherance of the foregoing, (A) the Trustee and Borrower shall ensure that all after-acquired Property of the Notes Collateral Agent and pursuant Borrower other than such Property not intended to be covered by such Security Documents shall become subject to the terms Lien of the Security Documents having the priority contemplated thereby promptly upon the acquisition thereof and (B) the Borrower shall not open or maintain any Applicable Intercreditor Arrangementbank account without first taking all such actions as may be necessary or otherwise requested by the Administrative Agent 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. (b) The Borrower shall take all actions necessary to cause each Additional Project Document intended to be covered by a Security Document to which it is a party to be or become subject to the Liens of the Security Documents (whether by amendment to any Security Document, execution of a new Security Document or otherwise) in favor of the Collateral Agent, and shall deliver or cause to be delivered to the Notes Collateral Administrative Agent is hereby authorized such certificates or other documents with respect to each Additional Project Document as the Administrative Agent may reasonably request. The Borrower shall, in the case of any Additional Material Project Document, cause each party to such Additional Material Project Document to execute and deliver a Consent Agreement with respect to such Additional Material Project Document and such legal opinions relating to such Additional Material Project Document as the Administrative Agent may reasonably request. The Borrower shall, in the case of any Additional Project Document involving an amount of less than twenty million Dollars ($20,000,000), deliver to the Administrative Agent such confirmation that such Additional Project Document is subject to the Security Documents as the Administrative Agent may reasonably request, but shall not be required to deliver any such Consent Agreement or legal opinion in respect of such Additional Project Document. (c) At such time as the Administrative Agent may reasonably determine, the Administrative Agent shall be entitled to obtain, at the Borrower’s cost and expense, an opinion or opinions of legal counsel either stating that, in the opinion of such counsel, such action has been taken with respect to (i) amending or supplementing the Security Documents (including any other agreements, deeds or other documents in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish providing additional Security Documents, notifications or acknowledgments) as is necessary to subject all the Collateral (i) grant a power of attorney in favor including any after-acquired Property of the Notes Collateral Agent entitling it Borrower intended to grant, perfect, register, novate, enforce and/or cancel be covered by a Security Document) to the relevant Spanish Lien of the Security Documents and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if A) the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms recordation of the Security Documents (including the provisions providing for the possessionincluding, usewithout limitation, release and foreclosure of Collateralany amendment or supplement thereto) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited to the enforcement of the Collateral in the terms foreseen in the relevant Security Documents); requisite documents and (3B) execute the execution and filing of any waiver, modification, amendment, renewal or replacement or any other document related financing statements and continuation statements as are necessary to maintain the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or intended Liens purported to be created by the Security Documents and reciting the details of such action or stating that, in the Collateralopinion of such counsel, no such action is necessary to maintain such Liens. Such security interests will be created under opinion or opinions of counsel shall also describe the recordation of the Security Documents and any other security agreements, mortgages, deeds of trust and other instruments and requisite documents in form reasonably satisfactory to the Trustee and the Notes Collateral Agent. (b) It is understood execution and agreed that prior to the Discharge of First Lien Obligations, (x) to the extent that the Controlling Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect filing of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation financing statements and perfection of security interests incontinuation statements, or the obtaining taking of title insuranceany other action that will, legal opinions or other deliverables with respect in the opinion of such counsel, be required to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after maintain the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby), the Trustee and the Notes Collateral Agent shall be deemed Liens purported to be satisfied with such deliveries and/or documents and the judgment of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and created by the Security Documents and (y) any possessory collateral required to be delivered to after the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee date of the Notes Collateral Agent pursuant to the Applicable Intercreditor Agreementsuch opinion.

Security Documents. (a) The As security for the due and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance repayment of all other Obligations of the Issuer and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure Secured Notes Obligations, subject to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust or otherwise for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and any Applicable Intercreditor Arrangement, and the Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents (including any other agreements, deeds or other documents in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, (i) grant a power of attorney in favor of the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended sums from time to time in accordance with their terms payable to the Bank, the Borrower shall ensure and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs procure that the Notes Collateral Agent to: (1) enter into the following Security Documents are duly executed and, where required properly registered in favour of the Bank at the time specified herein or otherwise as required by the Bank and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; ensure that such security, apart from this Agreement, consists of (2a) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents A Master Swap Agreement and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers relevant Schedule attached thereto (the “Master Swap Agreement”) executed by the Borrower in form and discretions (including but not limited substance satisfactory to the enforcement of Bank; (b) A Master Agreement Security Deed (the Collateral in “Master Agreement Security Deed”) executed or (as the terms foreseen in the relevant Security Documents); and (3context may require) execute any waiver, modification, amendment, renewal or replacement or any other document related to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any Borrower in favour of the other Security Documents and this Indenture, Bank; (c) A Corporate Guarantee from the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or intended to be created by the Security Documents in the Collateral. Such security interests will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents Corporate Guarantor in form reasonably and substance satisfactory to the Trustee Bank (the “Corporate Guarantee”); (d) A duly registered First Preferred Mortgage over the Vessel providing on the basis of the provisions of the applicable law the highest degree of security for the Bank (the “Mortgage”); (e) A first Priority General Assignment of all the Insurances, Earnings, Charter Rights and Requisition Compensation for the Notes Collateral AgentVessel in form and substance satisfactory to the Bank and respective notices of assignment and acknowledgements thereof (the “General Assignment”); (f) Specific assignments of the benefit of the Charter and of any other charter of more than twelve (12) calendar months’ duration in respect of the Vessel chartered and respective notices and acknowledgements thereof (the “Specific Assignment”). (bg) It is understood Pledge agreement(s) in form and agreed that prior substance satisfactory to the Discharge of First Lien Obligations, Bank executed or (xas the context may require) to be executed by the extent that Borrower or by the Controlling Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided Corporate Guarantor in favour of the Bank creating security in respect of any matters relating the Operating Account for the Vessel (the “Operating Account Pledge(s)”) (h) A pledge agreement in form and substance satisfactory to the Collateral Bank executed or makes any determination (as the context may require) to be executed by the Borrower in favour of the Bank in respect of any matters relating the Retention Account (the “Retention Account Pledge”); (i) Manager’s undertaking in form and substance satisfactory to the Collateral (including, without limitation, extensions of time or waivers for Bank pursuant to which the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest Manager will subrogate its rights to the relevant Secured Parties afforded therebyLoan throughout the Facility Period (the “Manager’s Undertaking”), the Trustee and the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents and (y) any possessory collateral required to be delivered to the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor Agreement.

Security Documents. (a) The due 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 ofPledge Agreement, premium and interest on the Notes when and as the same shall 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, premium and interest on the Notes and performance of all other Obligations of the Issuer and the Note Guarantors desirable to grant to the Holders or the Trustee under this IndentureAgent, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure Secured Notes Obligations, subject to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust or otherwise for the benefit of the HoldersBanks, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and any Applicable Intercreditor Arrangementa first priority, and the Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents (including any other agreements, deeds or other documents in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, (i) grant a power of attorney in favor of the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited to the enforcement of the Collateral in the terms foreseen in the relevant Security Documents); and (3) execute any waiver, modification, amendment, renewal or replacement or any other document related to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the 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 such Borrower shall, or shall cause its Subsidiary, to time constitutedtake all such action and execute such agreements, so as documents and instruments, including without limitation execution and delivery of a counterpart signature page in the form of Annex I to render the same available Pledge Agreement, that may be necessary or desirable to grant to the Agent, for the security and benefit of this Indenture and 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 capital stock of (i) any Subsidiary if QDI and/or any of its Subsidiaries is subject to any contractual obligation which prohibits the pledge of the Notes secured hereby, according capital stock of such Subsidiary pursuant to the intent Pledge Agreement, provided that QDI and/or its Subsidiaries shall use reasonable efforts to obtain any necessary waivers, consents or amendments to permit such pledge or to obtain reasonably equivalent security, (ii) any of the Bruegger's Entities or (iii) the Borrowers and purposes herein expressed. The Issuer and their Subsidiaries shall not be obligated to pledge the Note Guarantors 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 Banks shall not at any time exceed $500,000.. (b) Concurrently with the consummation of the Bruegger's Sale, the Borrowers shall, at their sole expenseor shall cause each holder of a Junior Subordinated Note to, take all actions such action and execute such agreements, documents and instruments, including without limitation execution and delivery of a Note Pledge Agreement, that maybe necessary or desirable to grant to the Agent, for the benefit of the Banks, a first priority, perfected security interest in the Junior Subordinated Note(s). (including filing Uniform Commercial Code and other financing statementsc) At the time that any Borrower or any Subsidiary or Affiliate thereof becomes a party to a Security Document, mortgages and deeds the Borrowers shall have delivered to the Agent copies (in sufficient number for each of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order Banks to ensure the creation, perfection and priority (or continuance thereofreceive a copy) of each of the security interests created or intended to be created by the Security Documents in the Collateral. Such security interests will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and following documents in form and substance reasonably satisfactory to the Trustee Agent and the Notes Collateral AgentBanks: (i) (A) Counterpart signature page to the Pledge Agreement, duly executed by such Borrower or such Subsidiary or (B) the applicable Security Document, duly executed by the applicable Pledgor. (bii) It is understood and agreed that prior to A copy of (A) the Discharge articles of First Lien Obligationsincorporation (or similar charter document), including all amendments thereto, of such Pledgor, (xB) the By- laws (or similar charter document) of such Pledgor and (C) the resolutions of the Board of Directors and of the shareholders (if required) of such Pledgor authorizing the execution, delivery and performance of the Security Document, each certified as true and complete by the secretary or assistant secretary of such Pledgor; (iii) An incumbency certificate executed by the secretary or assistant secretary of such Pledgor, certifying the names of the officers authorized to execute the extent that Security Document, together with a sample of the Controlling Collateral Agent is satisfied with true signatures of such officers; (iv) a favorable opinion of counsel to such Pledgor substantially in the form of Exhibit F hereto; and (v) delivery of stock certificates, stock powers, irrevocable proxies, instructions or agrees to any deliveries other instruments or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby), the Trustee and the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents and (y) any possessory collateral required to be delivered to the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor Agreementapplicable Security Document." Section5.

Security Documents. (a) The In order to secure the due and punctual payment of the principal ofprincipal, premium premium, if any, and interest on the Notes 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, premium of and interest on the Notes and performance of all other Obligations obligations of the Issuer Company and the Note Guarantors to the Holders or the Trustee under this Indenture, the NotesNotes and the Guarantees, the Note GuaranteesCompany and the Guarantors have, any Applicable Intercreditor Arrangement on the Issue Date simultaneously with the execution and delivery of this Indenture, entered into certain of the Security Documents, according . The Security Documents (both individually and taken together as a whole) and the Liens granted thereunder with respect to the terms hereunder Collateral shall, at all times that any obligations under the Notes, Guarantees or thereunderthis Indenture are outstanding, shall be secured as provided in no less favorable to the Security DocumentsTrustee, which define the terms on behalf of the Liens that secure Secured Notes Obligations, Holders (subject only to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust or otherwise for the benefit provisions of the HoldersIntercreditor Agreement), the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and any Applicable Intercreditor Arrangement, and the Notes Collateral Agent is hereby authorized to execute and deliver than the Security Documents (including any other agreementsboth individually and taken together as a whole) and the Liens granted thereunder entered into and granted, deeds or other documents in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate andas the case may be, specifically, those deemed necessary or appropriate according to the mandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, (i) grant a power of attorney in favor of the Notes Collateral Agent entitling it lenders under the Second Priority Credit Facilities or any other Second Priority Senior Secured Indebtedness then outstanding. Any Person which, after the Issue Date, becomes a Guarantor under this Indenture, shall, upon becoming a Guarantor under this Indenture, become a party to grant, perfect, register, novate, enforce and/or cancel each applicable Security Document with respect to the relevant Spanish Security Documents and (ii) notarize and apostille assets or property of such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdictionPerson, if notany, to carry out the proper legalization process in order for such power of attorney to be valid in Spain)that constitutes Collateral. Each Holder, by accepting a Note, consents and agrees to all of the terms and provisions of the Security Documents (including the provisions providing for the possessionDocuments, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended from time to time in accordance with their pursuant to the terms of the Security Documents and this Indenture and any Applicable Intercreditor ArrangementIndenture, and authorizes and directs the Notes Trustee (to the extent a party thereto) or the Second Priority Collateral Agent to: (1) to enter into and become bound by the provisions of the Security Documents on its behalf and any Applicable Intercreditor Arrangement on behalf of such Holder, to appoint the Second Priority Collateral Agent or to serve as collateral agent and representative of the Trustee and such Holder thereunder and in accordance therewith and to perform its obligations and exercise its rights thereunder and in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited . The Company shall deliver to the enforcement Trustee copies of all documents delivered to the Second Priority Collateral in the terms foreseen in the relevant Security Documents); and (3) execute any waiver, modification, amendment, renewal or replacement or any other document related Agent pursuant to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor ArrangementDocuments, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the next sentence provisions of this Section 12.01the Security Documents, to assure and confirm to the Notes Trustee and the Second Priority Collateral Agent 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 Notes and Guarantees secured herebythereby, according to the intent and purposes herein and therein expressed. The Issuer Company and the Note Guarantors shall take, upon the written request of the Second Priority Collateral Agent, the Second Priority Representative or the Trustee (to the extent the Trustee is permitted to make such request under the Security Documents), any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the obligations of the Company under this Indenture, the Notes and the Guarantees, a valid and enforceable perfected Lien on and security interest in all of the Collateral, in favor of the Second Priority Collateral Agent for the benefit of the Second Priority Senior Secured Parties. The Trustee and the Noteholders acknowledge that the Security Documents may be amended, modified or waived without the consent of the Trustee or the Noteholders, as more fully described in the Intercreditor Agreement except that written consent of the Trustee shall be required if the amendment, modification or waiver or variance would materially adversely affect the rights and benefits of the Trustee, on behalf of the Holders, in a different manner than holders of the other Second Priority Senior Secured Indebtedness. The Trustee shall, at their sole expenseupon receipt of an Officers' Certificate designating any amendment, restatement, refinancing, successor or replacement agreement to the Credit Facilities as a Credit Facility pursuant to the definition of Credit Facilities, (i) acknowledge in writing to the Company that, as may be requested in the Officers' Certificate, the Security Documents (including the applicable Security Agreements and mortgages) shall be applicable to the obligations of the Company or any of its Subsidiaries pursuant to such Credit Facilities, or (ii) execute new Security Documents and, if applicable, an intercreditor agreement, in each case, as more fully contemplated under the Intercreditor Agreement. Any collateral held by a Collateral Agent (as defined in the applicable Security Documents) for the benefit of the Second Priority Senior Secured Parties shall constitute Collateral for purposes of this Indenture. From and after the Issue Date, if, following the release of a Lien on any Collateral securing the Notes and the Guarantees, the property or assets which were subject to such Lien are again made subject to a Lien to secure any Second Priority Senior Secured Indebtedness, the Company or such Guarantor, as the case may be, shall concurrently grant, pursuant to the Security Documents, an equal and ratable Lien under the Second Priority Security Agreement, to the same extent as Liens under the Second Priority Security Agreement granted on the Issue Date, upon such asset or property as security for the Notes and the Guarantees and take all such actions (including the filing Uniform Commercial Code and other recording of financing statements, mortgages and deeds of trustother documents) that may be required under any applicable law, or that which the Trustee or the Notes Second Priority Collateral Agent may reasonably request, in order to ensure perfect such Lien under the creationSecond Priority Security Agreement, perfection and priority (or continuance thereof) all at the expense of the security interests created Company or intended to be created such Guarantors, as the case may be, including reasonable fees and expenses of counsel incurred by the Security Documents in the Collateral. Such security interests will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory to the Trustee and the Notes Collateral Agent. (b) It is understood and agreed that prior to the Discharge of First Lien Obligations, (x) to the extent that the Controlling Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby), the Trustee and the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Controlling Second Priority Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents and (y) any possessory collateral required to be delivered to the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor Agreementconnection therewith.

Security Documents. (a) The due and punctual payment of the principal of, premium and interest on the Notes when and as the same Administrative Agent shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Issuer and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure Secured Notes Obligations, subject to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust or otherwise for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and any Applicable Intercreditor Arrangement, and the Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents (including any other agreements, deeds or other documents in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, have received (i) grant a power of attorney in favor reaffirmation agreement, executed and delivered by an authorized officer of the Notes Collateral Agent entitling it Company and each other Loan Party that is party to grantthe Existing Credit Agreement, perfectreaffirming each such Loan Party’s respective obligations with respect to each Security Document, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited to the enforcement of the Collateral in the terms foreseen in the relevant Security Documents); and (3) execute any waiver, modification, amendment, renewal or replacement or any other document related to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably requestSubsidiary Joinder Agreement, in order to ensure the creation, perfection form and priority (or continuance thereof) of the security interests created or intended to be created by the Security Documents in the Collateral. Such security interests will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form substance reasonably satisfactory to the Trustee Administrative Agent, executed and the Notes Collateral Agent. (b) It delivered by each Subsidiary Guarantor that is understood and agreed that prior not a party to the Discharge of First Lien ObligationsExisting Credit Agreement and pursuant to which each such new Subsidiary Guarantor becomes a “Securing Party” under the Security Agreement, (xiii) to certificates, if any, representing the extent that Pledged Equity (as defined in the Controlling Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided Security Agreement) (other than the Capital Stock described in respect of any matters relating to Section 6.12(c)) accompanied by undated stock powers executed in blank and instruments evidencing the Collateral or makes any determination Pledged Debt (as defined in respect of any matters relating to the Collateral Security Agreement) indorsed in blank, and (iv) each document (including, without limitation, extensions any Uniform Commercial Code financing statement) required by the Security Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of time or waivers the Administrative Agent, for the creation benefit of the Lenders, a perfected Lien on the collateral described therein, prior and perfection of security interests in, or the obtaining of title insurance, legal opinions or superior in right to any other deliverables Person (other than with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded therebyLiens expressly permitted by Section 7.02), the Trustee and the Notes Collateral Agent which shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility have been filed, registered or recorded or shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents and (y) any possessory collateral required to be delivered to the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has have been delivered to the Controlling Collateral Administrative Agent acting as gratuitous bailee in proper form for filing, registration or recordation (it being understood that no account control agreements or landlord waivers shall be required to be obtained or otherwise delivered by any of the Notes Collateral Loan Parties). In addition, the Administrative Agent shall have received the results of recent lien searches in each relevant jurisdiction with respect to the Company and its subsidiaries, and such searches shall reveal no Liens on any of the assets of the Company or its subsidiaries except for Liens permitted by Section 7.02 or Liens to be discharged pursuant to documentation or arrangements reasonably satisfactory to the Applicable Intercreditor AgreementAdministrative Agent.

Security Documents. (a) The due On the Initial Borrowing Date the Company and punctual payment each domestic Material Subsidiary shall have duly authorized, executed and delivered a Pledge Agreement in the form of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Issuer Exhibit F-1 and the Note Guarantors to the Holders or the Trustee under this IndentureU.K. Holding Company shall have duly authorized, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement executed and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided delivered a Pledge Agreement in the Security Documentsform of Exhibit F-2 (collectively, which define the terms of the Liens that secure Secured Notes Obligationsas modified, subject to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust amended or otherwise for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and any Applicable Intercreditor Arrangement, and the Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents (including any other agreements, deeds or other documents in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, (i) grant a power of attorney in favor of the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended supplemented from time to time in accordance with their the terms thereof and this Indenture hereof, the "Pledge Agreement") and any Applicable Intercreditor Arrangementshall have delivered to the Collateral Agent, as pledgee thereunder, all of the Pledged Securities referred to therein, endorsed in blank in the case of promissory notes or accompanied by executed and undated stock powers in the case of capital stock, and authorizes the Pledge Agreement shall be in full force and directs effect. (b) On the Notes Collateral Agent to: (1) enter into Initial Borrowing Date, the Company and each domestic Material Subsidiary shall have duly authorized, executed and delivered a Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited to the enforcement of the Collateral Agreement in the terms foreseen in the relevant Security Documents); and form of Exhibit G (3) execute any waiveras modified, modification, amendment, renewal amended or replacement or any other document related to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as supplemented from time to time constitutedin accordance, so as to render with the same available for terms thereof and hereof, the security and benefit of this Indenture and "Security Agreement") covering all of the Notes secured herebySecurity Agreement Collateral, according to together with: (A) executed copies of Financing Statements (Form UCC-1) or appropriate local equivalent in appropriate form for filing under the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds UCC or appropriate local equivalent of trust) that each jurisdiction as may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order necessary to ensure the creation, perfection and priority (or continuance thereof) of perfect the security interests created or intended purported to be created by the Security Documents Agreement; (B) certified copies of Requests for Information or Copies (Form UCC- 11), or equivalent reports, each of a recent date listing all effective financing statements that name MergerCo, the Company or any of their Domestic Subsidiaries as debtor and that are filed in the Collateral. Such security interests will be created under jurisdictions referred to in clause (A) above, together with copies of such financing statements that name MergerCo, the Security Documents and other security agreements, mortgages, deeds Company or any of trust and other instruments and documents in form reasonably satisfactory their Domestic Subsidiaries as debtor (none of which shall cover the Collateral except (x) those with respect to which appropriate termination statements executed by the secured lender thereunder have been delivered to the Trustee Administrative Agent and the Notes Collateral Agent. (b) It is understood and agreed that prior to the Discharge of First Lien Obligations, (xy) to the extent that the Controlling Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating evidencing Permitted Liens); (C) delivery to the Collateral Agent of all other recordings and filings of, or makes any determination with respect to, the Security Agreement as may be necessary or, in respect the reasonable opinion of any matters relating to the Collateral (includingAgent, without limitationdesirable, extensions of time or waivers for to perfect the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby), the Trustee and the Notes Collateral Agent shall be deemed purported to be satisfied with such deliveries and/or documents and created by the judgment Security Agreement; and (D) evidence that all other actions necessary or, in the reasonable opinion of the Controlling Collateral Agent in respect of any such matters under Agent, desirable, to perfect the applicable Credit Facility shall be deemed security interests purported to be created by the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture Security Agreement have been taken; and the Security Documents Agreement shall be in full force and effect. (c) On the Initial Borrowing Date, (i) the Company and each of the domestic Material Subsidiaries, if any, other than the Receivables Subsidiary, shall have duly authorized, executed and delivered a Guaranty in the form of Exhibit H (as modified, amended or supplemented from time to time in accordance with the terms thereof and hereof, the "Guaranty"), and (yii) any possessory collateral required the Company and each of its domestic Material Subsidiaries, if any, other than the Receivables Subsidiary, shall have duly authorized, executed and delivered an Indemnity, Subrogation and Contribution Agreement in the form of Exhibit L (as modified, amended or supplemented from time to be delivered to time in accordance with the Notes Collateral Agent shall be deemed to be delivered to terms thereof and hereof, the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor "Indemnity, Subrogation and Contribution Agreement").

Security Documents. (ai) The due On or before the Safeline Closing Date, there shall have been duly authorized, executed and punctual payment of the principal ofdelivered, premium in form and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Issuer and the Note Guarantors substance satisfactory to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure Secured Notes Obligations, subject to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust or otherwise for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and any Applicable Intercreditor Arrangement, and the Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents (including any other agreements, deeds or other documents in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security DocumentsAgents, (i) grant by US Borrower, a power Securities Pledge Agreement, in form and substance satisfactory to the Agents, to effect the pledge of attorney in favor not less than 65% of the Notes Collateral Agent entitling it to grantcapital stock of UK Borrower, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize by UK Borrower, a Securities Pledge Agreement, in form and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if substance satisfactory to the process of notarization and apostille exists within that relevant jurisdiction, if notAgents, to carry out effect the proper legalization process in order for such power pledge of attorney to be valid in Spain). Each Holder, by accepting a Note, consents not less than 65% of the capital stock of Safeline Limited; and agrees there shall have been delivered to the terms Administrative Agent, as pledgee thereunder, all of the Security Documents pledged securities referred to in any such Securities Pledge Agreement, accompanied by executed and undated stock powers in the case of certificated capital stock (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended from time to time otherwise pledged in accordance with their terms and this Indenture and any Applicable Intercreditor Arrangementapplicable law), and authorizes such Securities Pledge Agreements shall be in full force and directs effect. (ii) On or before the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor ArrangementSafeline Closing Date, together with any other incidental rights, powers and discretions (including but not limited to the enforcement of the Collateral in the terms foreseen in the relevant Security Documents); and (3) execute any waiver, modification, amendment, renewal UK Borrower shall or replacement or any other document related to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts delivered each of the following documents and things instruments: (1)executed copies of Financing Statements (Form UCC-1) (and foreign equivalents thereof) in appropriate form for filing under the UCC and any other applicable foreign, domestic or local law, rules or regulation in each jurisdiction as may be reasonably required by the next sentence of this Section 12.01, necessary or appropriate to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of perfect the security interests created or intended purported to be created by the Security Documents to be delivered on the Safeline Closing Date; and (2)certified copies of Requests for Information (Form UCC-11), or equivalent reports or lien search reports, each of a recent date listing all effective financing statements or comparable documents that name any Safeline Loan Party, Safeline Limited or any of their respective Subsidiaries that will execute a Security Agreement as debtor and that are filed in those jurisdictions in which any of the Collateral. Such security interests will Collateral is located and the jurisdictions in which any such Safeline Loan Party, Safeline Limited or any such Subsidiary's principal place of business is located, none of which encumber the Collateral covered or intended or purported to be created under covered by the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory to the Trustee and the Notes Collateral Agent. (b) It is understood and agreed that prior to the Discharge of First Lien Obligations, (x) to the extent that the Controlling Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby), the Trustee and the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents and (y) any possessory collateral required to be delivered to on the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor AgreementSafeline Closing Date other than those encumbrances permitted by such Security Documents.

Security Documents. The Second-Lien Lenders each hereby agree and consent to all of the provisions of the Security Documents. The bank serving as the Administrative Agent and/or the Collateral Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any subsidiary or other Affiliate thereof as if it were not an Agent hereunder. Neither Agent shall have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) The due neither Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and punctual payment is continuing, (b) neither Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that such Agent is instructed in writing to exercise by the Required Lenders (or such other number or percentage of the principal ofLenders as shall be necessary under the circumstances as provided in Section 9.08), premium (c) each Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the relevant Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its reasonable satisfaction by the relevant Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action and (d) except as expressly set forth in the Loan Documents, neither Agent shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to Holdings, the Borrower or any of the subsidiaries thereof that is communicated to or obtained by the bank serving as Administrative Agent and/or Collateral Agent or any of its Affiliates in any capacity. Neither Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.08) or in the absence of its (or its agents’, employees’, advisors’, director’s, officer’s or affiliates’) own gross negligence, bad faith or willful misconduct or breach of the Loan Documents (as determined by a court of competent jurisdiction in a final and non-appealable judgment). Neither Agent shall be deemed to have knowledge of any Default or Event of Default unless and until written notice thereof is given to such Agent by the Borrower or a Lender, and neither Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the perfection or priority of any Lien or security interest on created or purported to be created under the Notes when Collateral Documents or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Agent. Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it in good faith to be genuine and to have been signed or sent by the proper Person. Each Agent may also rely upon any statement made to it orally or by telephone and believed by it in good faith to have been made by the proper Person, and shall not incur any liability for relying thereon. Each Agent may consult with legal counsel (who may be counsel for the Borrower or any Affiliate thereof), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in good faith and in accordance with the advice of any such counsel, accountants or experts. For purposes of determining compliance with the conditions specified in Section 4.01 or Section 4.02, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date or Credit Event specifying its objection thereto. Each Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by it. Each Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of each Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the Credit Facilities provided for herein as well as activities as Agent. Subject to the appointment and acceptance of a successor First-Lien Agent as provided below, any First-Lien Agent may resign at any time by notifying in writing the relevant First-Lien Lenders, each Issuing Bank (if applicable) and the Borrower. Upon receipt of any such notice of resignation of the Administrative Agent or the First-Lien Collateral Agent, the Required Lenders shall have the right, with the consent of the Borrower (such consent not to be unreasonably withheld, and provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing under paragraphs (g)(i) or (h) of Section 7.01), to appoint a successor (other than a Disqualified Institution) which shall be a commercial banking institution organized under the laws of the United States or any State or a United States branch or agency of a commercial banking institution, in each case having a combined capital and surplus of at least $500,000,000. -(149-) If no successor agent is appointed prior to the effective date of resignation of the relevant Agent specified by such Agent in its written notice, the resigning Agent may appoint, after consulting with the relevant Lenders and the Borrower, a successor agent from among the relevant Lenders. If no successor agent has accepted appointment as the same successor agent by the date which is 60 days following the retiring Agent’s notice of resignation, the retiring Agent’s resignation shall be due nevertheless thereupon become effective and payablethe relevant Lenders shall perform all of the duties of such Agent hereunder until such time, whether if any, as the Required Lenders, appoint a successor agent as provided for above (except in the case of the Collateral Agent holding collateral security on behalf of any Secured Parties, the resigning Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as an interest payment dateAgent hereunder by a successor and upon the execution and filing or recording of such financing statements, at maturity, by acceleration, repurchase, redemption or otherwiseamendments thereto, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Issuer and the Note Guarantors such amendments or supplements to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Security Documents, according and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms perfection of the Liens that secure Secured Notes Obligations, subject to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust granted or otherwise for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and any Applicable Intercreditor Arrangement, and the Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents (including any other agreements, deeds or other documents in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, (i) grant a power of attorney in favor of the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney purported to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited to the enforcement of the Collateral in the terms foreseen in the relevant Security Documents); and (3) execute any waiver, modification, amendment, renewal or replacement or any other document related to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, granted by the Security Documents or (b) otherwise ensure that the obligations under Section 5.09 are satisfied, the successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunder, the provisions of this Article and Section 9.05 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any part thereofactions taken or omitted to be taken by any of them while acting as Agent. None of Lenders or other Persons identified on the cover page or signature pages of this Agreement as a “syndication agent,” “documentation agent,” “bookrunner” or “arranger” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has, independently and without reliance upon the Agents, the Arrangers or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Agents, the Arrangers or any other Lender and based on such documents and information as it shall from time to time constituteddeem appropriate, so as continue to render make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder. To the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be extent required under by any applicable law, the Administrative Agent may withhold from any interest payment to any Lender an amount equivalent to any applicable withholding tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Trustee Administrative Agent did not properly withhold tax from amounts paid to or for the Notes account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in -(150-) circumstance which rendered the exemption from, or reduction of, withholding tax ineffective or for any other reason, such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including any penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent and the Collateral Agent may reasonably request, in order to ensure (irrespective of whether the creation, perfection Obligations shall then be due and priority (payable as herein expressed or continuance thereof) by declaration or otherwise and irrespective of the security interests created or intended to be created by the Security Documents in the Collateral. Such security interests will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory to the Trustee and the Notes Collateral Agent. (b) It is understood and agreed that prior to the Discharge of First Lien Obligations, (x) to the extent that the Controlling Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby), the Trustee and the Notes Collateral whether such Agent shall be deemed to be satisfied with such deliveries and/or documents and have made any demand on the judgment of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility Borrower) shall be deemed to be the judgment of the Trustee entitled and the Notes Collateral Agent empowered, by intervention in respect of such matters under this Indenture and the Security Documents and (y) any possessory collateral required to be delivered to the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor Agreement.proceeding or otherwise;

Security Documents. (a) The As security for the timely repayment of the Loan and the due and punctual payment and performance of this Agreement and all other indebtedness, liabilities and obligations of each of the principal ofBorrowers to the Lender under, premium arising out of or from this Agreement or any other agreement, both present and interest on the Notes when and as the same shall be due and payablefuture direct or indirect, whether on an interest payment dateabsolute or contingent, at maturity, by acceleration, repurchase, redemption matured or otherwise, or howsoever arising, the Borrowers shall deliver to the Lender on or before the Advance Date (unless otherwise indicated) the following documents, each in form and interest on content satisfactory to the overdue principal of, premium and interest on the Notes and performance of all other Obligations Lender: (a) a general security agreement by each Borrower in favour of the Issuer Lender creating a first charge over all present and the Note Guarantors after-acquired property, assets and undertaking of such Borrower subject only to the Holders or Permitted Encumbrances; provided that notwithstanding any provision herein to the Trustee under this Indenturecontrary, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement Lender shall forthwith provide a written release and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure Secured Notes Obligations, subject to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust or otherwise for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and any Applicable Intercreditor Arrangement, and the Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents (including any other agreements, deeds or other all documents in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according desirable to release the charge over the assets and undertaking of TPC in and to the mandate received, including, but not limited to, amendments or ratifications of this Indenture, Eagles Nest Oilsands Assets upon the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, (i) grant a power of attorney in favor sale of the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended from time to time Eagles Nest Oilsands Assets in accordance with their terms and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited to the enforcement of the Collateral in the terms foreseen in the relevant Security Documents); and (3) execute any waiver, modification, amendment, renewal or replacement or any other document related to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or intended to be created by the Security Documents in the Collateral. Such security interests will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory to the Trustee and the Notes Collateral Agent.Initial Order; (b) It is understood and agreed that prior an assignment to the Discharge Lender of First Lien Obligationsthe rights, (x) benefits and interest of each Borrower in and to the extent Insurance and all proceeds resulting therefrom, together with a certificate of insurance from the insurers in form and content satisfactory to the Lender showing that all proceeds arising from such Insurance shall be payable to the Controlling Collateral Agent is satisfied with Lender; and (c) such other documents, agreements, instruments, undertakings and assurances as the Lender or agrees to any deliveries the Lender’s Counsel, acting reasonably, may deem necessary or documents required to be provided advisable in respect of any matters connection with, relating to or arising from or to give effect to or better assure the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby), the Trustee and the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and the foregoing Security Documents and (y) any possessory collateral required to be delivered to the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor AgreementDocuments.

Security Documents. (a) The due and punctual payment Administrative Agent shall have received an executed counterpart of the principal ofSecurity Agreement, premium in form and interest on substance reasonably acceptable to the Notes when and Administrative Agent, dated as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Issuer Closing Date, duly executed and the Note Guarantors delivered by each Obligor, together with all documents required to the Holders be delivered or the Trustee filed under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Security DocumentsDocuments (other than those to be delivered following the Closing Date pursuant to Section 8.17) and evidence satisfactory to it that arrangements have been made with respect to all registrations, according to the terms hereunder notices or thereunder, shall be secured as provided in actions required under the Security DocumentsDocuments to be effected, which define the terms of the Liens that secure Secured Notes Obligations, subject given or made in order to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings establish a valid and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds perfected first priority security interest in the Collateral in trust or otherwise for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to accordance with the terms of the Security Documents and any Applicable Intercreditor Arrangement, and the Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents (including any other agreements, deeds or other documents in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate receivedDocuments, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, : (i) grant a power in the case of attorney in favor of the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion Equity Interests that are specifically given to it under the Security Documents and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions uncertificated securities (including but not limited to the enforcement of the Collateral as defined in the terms foreseen in the relevant Security DocumentsUCC); , confirmation and (3) execute any waiver, modification, amendment, renewal or replacement or any other document related to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or intended to be created by the Security Documents in the Collateral. Such security interests will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form evidence reasonably satisfactory to the Trustee Administrative Agent and the Notes Collateral Agent. (b) It is understood and agreed that prior to the Discharge of First Lien Obligations, (x) to the extent Lenders that the Controlling Collateral Agent is satisfied with or agrees to any deliveries or documents security interest required to be provided pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent and the Lenders in respect accordance with Articles 8 and 9 of any matters relating the NY UCC and all laws otherwise applicable to the Collateral perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party, or makes any determination other similar instruments or documents, in respect each case suitable for filing, filed under the UCC (or equivalent law) of any matters relating all jurisdictions as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Liens of the Secured Parties pursuant to the Collateral Security Agreement; (including, without limitation, extensions of time iii) UCC-3 termination statements and/or any equivalent termination statements or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby), the Trustee and the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents and (y) any possessory collateral satisfaction statements required to be delivered to any other registries, if any, necessary to release all Liens and other rights of any Person in any collateral described in the Notes Collateral Agent shall be deemed Security Agreement previously granted by any Person (other than with respect to Permitted Liens); (iv) all applicable Short-Form IP Security Agreements required to be provided under the Security Agreement, each dated as of the Closing Date, duly executed and delivered by each applicable Obligor; and (v) the Intercompany Subordination Agreement or such other subordination agreement in form and substance reasonably satisfactory to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor AgreementAdministrative Agent.

Security Documents. (a) The due and punctual payment of In order to secure the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Issuer under the Indenture and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement Issuer and the Second Lien Collateral Agent have entered, simultaneously with the execution of the Indenture, into the Security Documents, according Agreement and each other Security Document identified on Schedule A hereto. In the case of real property of the Issuer and Guarantors for which a mortgage has been delivered pursuant to the terms hereunder Credit Agreement, excluding any such property constituting Excluded Assets, the Issuer shall also have delivered the following (collectively, “Mortgage Deliverables”): (i) a loan policy of title insurance (or thereunder, shall be secured commitment to issue such a policy having the effect of a loan policy of title insurance) insuring (or committing to insure) the lien of such Mortgage as provided in a valid and enforceable second priority mortgage or deed of trust lien on the Security Documents, which define the terms fee or leasehold estate of the Liens that secure Secured Notes ObligationsMortgaged Property described therein, in an amount equal to the lesser of (x) the fair market value of the real property subject to the terms of any Applicable Intercreditor Arrangement. The Trustee, Mortgage (the Issuer, Holdings and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust or otherwise for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and any Applicable Intercreditor Arrangement, and the Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents (including any other agreements, deeds or other documents in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación“Mortgaged Property”), sub-empowering (subdelegacióny) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, (i) grant a power of attorney in favor of the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited to the enforcement of the Collateral in the terms foreseen in the relevant Security Documents); and (3) execute any waiver, modification, amendment, renewal or replacement or any other document related to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or intended to be created by the Security Documents in the Collateral. Such security interests will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory to the Trustee and the Notes Collateral Agent. (b) It is understood and agreed that prior to the Discharge of First Lien Obligations, (x) to the extent that the Controlling Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby), the Trustee and the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Controlling Collateral Agent in respect amount of any such matters under policy or policies delivered to the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes First Lien Collateral Agent in respect of such matters under this Mortgaged Property and (z) the aggregate principal amount of the Notes and any Second Lien Obligations, as is customarily determined for transactions of a similar nature, paid for by the Issuer or such Guarantor, issued by a nationally recognized title insurance company, insuring the Second Priority Lien on such Mortgaged Property as a valid and enforceable Lien on the Mortgaged Property described therein, free of any other Liens except Liens permitted by the terms of the Indenture and the applicable Security Documents Documents, together with coinsurance, reinsurance and such endorsements to such policy or policies substantially similar to such title insurance policy or policies delivered to the First Lien Collateral Agent, (yii) with respect to each Mortgaged Property, any possessory collateral and all surveys delivered in connection with the Credit Agreement with copies delivered to the applicable title insurance company; it being acknowledged that neither the Trustee nor the Second Lien Collateral Agent shall have any obligation to review or otherwise rely on any such survey, (iii) an Opinion of Counsel of the type specified in Section 4.20(a) with respect to any such Mortgaged Property, (iv) evidence of insurance required to be delivered to the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent maintained pursuant to the Applicable Intercreditor Agreement.Mortgages on such Mortgaged Property and the Indenture, and (v) with respect to such Mortgaged Property, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of flood insurance coverage (to the extent required). Notwithstanding the foregoing,

Security Documents. (a) The due and punctual payment of In each case, to the principal of, premium and interest on the Notes when and as extent the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Issuer and the Note Guarantors not have been previously delivered to the Holders or the Trustee under this IndentureAdministrative Agent, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure Secured Notes Obligations, subject to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust or otherwise for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and any Applicable Intercreditor ArrangementAdditional Security Document, including the Subsidiary Guarantee and Security Agreement of Oda, shall have been duly executed and delivered by each of the Notes Collateral Agent is hereby authorized to execute Credit Parties party thereto and deliver the Security Documents (including any other agreements, deeds or other documents in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according there shall have been delivered to the mandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, Administrative Agent: (i) grant a power of attorney in favor executed financing statements for filing under the provisions of the Notes UCC in each of the offices where such filing is necessary or appropriate, including those set forth on Schedule B hereto to grant the Administrative Agent a perfected first priority Lien in the Collateral Agent entitling it acquired in the Oda Acquisition and the assets transferred in connection with the merger of ▇▇▇▇▇▇ into LSGR Holdings as to grantwhich a security interest may be perfected by the filing of a financing statement, perfect, register, novate, enforce and/or cancel which Lien shall be superior to and prior to the relevant Spanish Security Documents rights of all third persons and subject to no other Liens; (ii) notarize certified copies of Requests for Information (Form UCC-11 or the equivalent), or equivalent reports or lien search reports listing all effective financing statements which name the Borrower, its subsidiaries, or Oda and apostille which are filed in any jurisdiction in which any of such power Collateral is located and the jurisdiction in which such Person's principal place of attorney before a notary public in their jurisdiction business is located (none of incorporation (if which shall cover the process of notarization and apostille exists within that relevant jurisdictionCollateral covered, if not, to carry out the proper legalization process in order for such power of attorney or purported to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited to the enforcement of the Collateral in the terms foreseen in the relevant Security Documents); and (3) execute any waiver, modification, amendment, renewal or replacement or any other document related to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated herebycovered, by the Security Documents and Additional Security Documents other than Permitted Encumbrances); and (iv) evidence of the completion of all recordings and filings (or any part thereof, as from time of the making of arrangements to time constituted, so as to render file contemporaneously with the same available for the making of additional Borrowings contemplated hereby) of each such Security Document and delivery of such other security and benefit of this Indenture and other documents as may be necessary or, in the opinion of the Notes secured herebyAdministrative Agent, according desirable to perfect the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable lawLiens created, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created purported or intended to be created created, by such Security Documents; and (v) payoff letters executed by the Security Documents in holders of any Indebtedness reflected as being paid as of the Collateral. Such security interests Oda Acquisition Closing Date on Schedule A hereto setting forth the amount required to discharge such Indebtedness, and evidence that the proceeds of the Oda Term A Loans and Oda Term B Loans will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory used to the Trustee and the Notes Collateral Agentso discharge such Indebtedness. (b) It is understood and agreed that prior to the Discharge of First Lien Obligations, (x) to the extent that the Controlling Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby), the Trustee and the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents and (y) any possessory collateral required to be delivered to the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor Agreement.

Security Documents. (a) The due and punctual payment of the principal of, premium (if any) and interest on the Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest on the Notes and performance of all other Obligations of the Issuer Co-Issuers and the Note Guarantors to the Holders Holders, the Trustee or the Trustee Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security DocumentsDocuments (upon the entry into such documents), which define the terms of the Liens that secure Secured Notes Obligations, subject to the terms of any Applicable Intercreditor Arrangementthe Security Documents. The Trustee, the Issuer, Holdings Co-Issuers and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust or otherwise for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and any Applicable Intercreditor Arrangement, and the Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents (including any other agreements, deeds or other documents in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, (i) grant a power of attorney in favor of the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement ), 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 any Applicable Intercreditor ArrangementIndenture, and authorizes and directs the Notes Collateral Agent to: to (1i) enter into the Security Documents prior to, on or following the Issue Date, including (a) on the Issue Date, the Joinder to that certain First Lien Intercreditor Agreement, dated April 20, 2020, among Six Flags, SFTP, the other grantors party thereto, ▇▇▇▇▇ Fargo Bank, National Association, and U.S. Bank Trust Company, National Association, (b) following the consummation of the Merger, a new intercreditor agreement (as may be amended, restated, amended and restated, or replaced by any Applicable successor agreement thereto, the “Successor Intercreditor Arrangement Agreement”) which will succeed the First Lien Intercreditor Agreement in effect on the Issue Date and will establish, on terms substantially similar to the First Lien Intercreditor Agreement in effect on the Issue Date, the relative priority of the Liens securing the Notes, any outstanding Six 2025 Notes and First Lien Debt under the HoldCo Credit Agreement in, and certain other rights with respect to, the Shared Collateral, and covering certain other matters relating to the administration of security interests, and (c) following the consummation of the Merger, an amendment and restatement of the Security Agreement in the form attached as Annex III thereto and (ii) to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform . On or following the duties Issue Date and exercise subject to the rights and powers and discretion that are specifically given to it under First Lien Intercreditor Agreement then in effect, the Security Documents Co-Issuers and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited to the enforcement of the Collateral in the terms foreseen in the relevant Security Documents); and (3) Guarantors shall execute any waiverand all further documents, modificationfinancing statements, amendmentagreements and instruments, renewal or replacement or any other document related to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all further actions (including the filing Uniform Commercial Code and other recording of financing statements, mortgages and fixture filings, mortgages, deeds of trusttrust and other documents) that may be required under applicable law, or law and that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure grant, preserve, maintain, protect and perfect (or continue the creation, perfection of) the validity and priority (or continuance thereof) of the security interests created or intended to be created by the Security Documents in the Collateral. Such , all at the expense of the Co-Issuers and the Guarantors; provided that for so long as there are outstanding any Credit Agreement Obligations, no actions shall be required to be taken with respect to the perfection of the security interests will be created under in the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory to the Trustee and the Notes Collateral Agent. (b) It is understood and agreed that prior to the Discharge of First Lien Obligations, (x) to the extent that the Controlling Collateral Agent is satisfied with or agrees to any deliveries or documents such actions are not required to be provided in taken with respect of any matters relating to the Six Credit Agreement (or, after the consummation of the Merger, the HoldCo Credit Agreement). The Collateral will also secure the Co-Issuers’ and the Guarantors’ obligations under or makes any determination in respect connection with the Six Credit Agreement (or, after the consummation of any matters relating to the Collateral (Merger, the HoldCo Credit Agreement), including, without limitation, extensions the Specified Hedge Agreements and Specified Cash Management Agreements (as each such term is defined in (or substantively equivalent terms are defined in) the Six Credit Agreement (or, after the consummation of time or waivers for the creation Merger, the HoldCo Credit Agreement)) (or, once the Six Credit Agreement and perfection HoldCo Credit Agreement cease to exist, any Credit Facility); provided that an authorized representative of security interests inthe holders of such Indebtedness under the Six Credit Agreement (or, after the consummation of the Merger, the HoldCo Credit Agreement) or the obtaining Credit Facility shall have executed (or otherwise be subject to) the First Lien Intercreditor Agreement or a joinder thereto (to the extent required by the terms of title insurancethe Six Credit Agreement (or, legal opinions after the consummation of the Merger, the HoldCo Credit Agreement) or, if the Six Credit Agreement and the HoldCo Credit Agreement cease to exist, the Credit Facility). The proceeds of any collection, sale, disposition or other deliverables with respect to particular assets (including realization of Collateral received in connection with assets acquiredthe exercise of remedies (including distributions of cash, securities or Subsidiaries formed or acquired, after other property on account of the Issue Date) and any determination that value of the cost, burden, difficulty or consequence of obtaining or perfecting a security interest Collateral in a particular asset outweighs bankruptcy, insolvency, reorganization or similar proceedings) will be applied in accordance with the benefit of a security interest First Lien Intercreditor Agreement. Notwithstanding anything to the relevant Secured Parties afforded thereby)contrary, (i) the Trustee Liens and security interests granted to the Notes Collateral Agent shall be deemed pursuant to be satisfied with such deliveries and/or documents the Security Documents and the judgment of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment all rights and obligations of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and hereunder are expressly subject to the Security Documents First Lien Intercreditor Agreement and (yii) the exercise of any possessory collateral required right or remedy by the Trustee hereunder is subject to be delivered to the limitation and provisions of the First Lien Intercreditor Agreement. Without limiting any of the rights and protections (including indemnities) of the Trustee or the Notes Collateral Agent hereunder, in the event of any conflict or inconsistency between the terms of the First Lien Intercreditor Agreement and the terms of this Indenture, the terms of the First Lien Intercreditor Agreement shall be deemed to be delivered govern. Each Holder, by accepting a Note, agrees that the Liens on the Collateral are subject to the Notes Collateral Agent terms of the First Lien Intercreditor Agreement and that the Holders shall comply with the provisions of the First Lien Intercreditor Agreement applicable to them in their capacities as such to the same extent as if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor AgreementHolders were parties thereto.

Security Documents. (a) The due Loans and punctual payment of all amounts outstanding from time to time under the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Issuer and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Security Documents, according to the terms hereunder or thereunder, Loan Documents shall be secured as provided by: a. A first priority security interest (subject to Permitted Liens) in (i) all tangible and intangible personal property, (ii) all fixtures and (iii) all owned real property of Borrower and the Borrower Subsidiaries, now owned or hereafter acquired, and all proceeds and products of such assets. Lender’s security interest in the Security Documents, which define the terms of the Liens that secure Secured Notes Obligations, foregoing shall be created by and shall be subject to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust or otherwise for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms provisions of the Security Documents Agreement and any Applicable shall be subject to the provisions of the Intercreditor Arrangementand Subordination Agreement. Promptly, and in any event within one (1) Business Day, following the Notes Collateral Agent is hereby authorized formation (or, as applicable, incorporation) thereof, Borrower shall cause each Borrower Subsidiary to execute and deliver the Security Documents (including any other agreements, deeds or other documents in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, (i) grant Lender a power of attorney in favor of the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited to the enforcement of the Collateral in the terms foreseen in the relevant Security Documents); and (3) execute any waiver, modification, amendment, renewal or replacement or any other document related Supplement to the Security Documents expressed to be executed Agreement. *** Certain confidential portions of this exhibit were omitted by the Notes Collateral Agent. In the event means of conflict between any Applicable Intercreditor Arrangement, any redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. b. A first priority security interest (subject to Permitted Liens) in all assets of Guarantor (other Security Documents than the membership interests of Guarantor in Borrower which are addressed in clause (c) below), now owned or hereafter acquired, and this Indenture, the Applicable Intercreditor Arrangement shall controlall proceeds and products of such assets. The Issuer will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the Lender’s security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or intended to foregoing shall be created by and subject to the provisions of the Security Documents in the Collateral. Such security interests will Agreement and shall be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory subject to the Trustee provisions of the Intercreditor and the Notes Collateral Agent. (b) It is understood and agreed that prior to the Discharge of First Lien Obligations, (x) Subordination Agreement to the extent that the Controlling Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a therein. c. A first priority security interest in a particular asset outweighs the benefit membership interests of a Guarantor in Borrower, now owned or hereafter acquired by Guarantor, and all proceeds and products thereof. Lender’s security interest in the foregoing shall be created by and shall be subject to the relevant Secured Parties afforded therebyprovisions of the Pledge Agreement and shall be subject to the provisions of the Intercreditor and Subordination Agreement to the extent provided therein. d. A first priority security interest (subject to the NSM Lien) in Borrower’s membership interests in the Borrower Subsidiaries hereafter formed or acquired by Borrower, and all proceeds and products thereof. Lender’s security interest in the foregoing shall be created by and shall be subject to the provisions of the Pledge Agreement and shall be subject to the provisions of the Intercreditor and Subordination Agreement to the extent provided therein. e. Notwithstanding the provisions of Section 2.5(a) through 2.5(d), inclusive, Lender acknowledges and agrees that the Trustee obligations of Borrower and the Notes Collateral Agent Borrower Subsidiaries under the Interest Purchase Agreement shall be deemed secured by a first priority security interest in favor of NSM in and to be satisfied with such deliveries and/or documents all personal property, fixtures and owned real property of Borrower and the judgment membership interests owned by Borrower (other than Borrower’s membership interests in each Borrower Subsidiary that does not hold Licenses) and all personal property, fixtures and owned real property of the Controlling Collateral Agent Borrower Subsidiaries, in respect each case now owned or hereafter acquired, and all proceeds and products of any such matters under assets. NSM’s security interests in the applicable Credit Facility foregoing shall be deemed created by and shall be subject to be the judgment provisions of the Trustee NSM Security Agreement and the Notes Collateral Agent NSM Pledge Agreement. NSM’s security interest in respect of the foregoing shall have priority over Lender’s security interest in such matters under this Indenture assets, and Lender’s security interest in the Security Documents and (y) any possessory collateral required to foregoing shall be delivered subordinated to the Notes Collateral Agent shall be deemed to be delivered NSM Lien in such assets and membership interests, in each case to the Notes Collateral Agent if extent provided herein and in the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor and Subordination Agreement.

Security Documents. (a) The due and punctual payment of the principal of, premium of and interest and premium, if any, on the Notes when and as the same shall be due and payabledue, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, otherwise and interest on whether by the overdue principal of, premium and interest on Issuer pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other Obligations obligations of the Issuer and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement Guarantees and the Security Documents, according to the terms hereunder or thereunder, Documents shall be secured as provided in the Security Documents, which define the terms of the Liens that secure Secured Notes Obligations, subject to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings Issuer and the Subsidiary applicable Guarantors hereby acknowledge entered into on the Issue Date and agree that the Notes Collateral Agent holds the Collateral in trust or otherwise for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the will be secured by Security Documents and any Applicable Intercreditor Arrangement, and the Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents (including any other agreements, deeds hereafter delivered as required or other documents in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested permitted by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, (i) grant a power of attorney in favor of the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited to the enforcement of the Collateral in the terms foreseen in the relevant Security Documents); and (3) execute any waiver, modification, amendment, renewal or replacement or any other document related to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to be done all such acts and things as UCC financing statements that may be reasonably necessary to continue the effectiveness of such UCC financing statements) and take all other actions as are necessary or required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render maintain (at the same available for the security sole cost and benefit of this Indenture and expense of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trustRestricted Subsidiaries) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or intended to be interest created by the Security Documents in the Collateral. Such Collateral (other than with respect to any Collateral the security interests will interest in which is not required to be created perfected under the Security Documents Documents) as a perfected security interest subject only to Permitted Liens and other security agreements, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory to the Trustee and the Notes Collateral AgentLiens permitted by Section 4.12. (b) It is understood and agreed that Notwithstanding the foregoing, the Issuer shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Excluded Property) on or prior to the Discharge of First Lien ObligationsIssue Date and, with respect to any Collateral (x) other than Excluded Property), for which security interests have not been granted or perfected on or prior to the extent that Issue Date, use commercially reasonable efforts to cause the Controlling taking of additional actions required to grant or perfect the security interest in the Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby), the Trustee and the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters pledged under this Indenture and the Security Documents within 90 days following the Issue Date (or such later date as may be agreed by the First Lien/Second Lien Intercreditor Agent, in the case of the Non-ABL Priority Collateral, or the ABL Facility Agent, in the case of the ABL Priority Collateral). With respect to Mortgaged Properties, the Issuer shall use commercially reasonable efforts to deliver within 90 days following the Issue Date (or such later date as may be agreed by the First Lien/Second Lien Intercreditor Agent, in the case of the Non-ABL Priority Collateral, or the ABL Facility Agent, in the case of the ABL Priority Collateral), but only to the extent such deliverables (“Deliverables”) were provided to the holders of the First-Priority Obligations or the ABL Obligations in connection with their mortgages on such property, as the case may be: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuer and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each Mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (yii) an as-is survey of the property subject to any possessory collateral such Mortgage certified to the Issuer, the Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys and sufficient for the title insurance company to remove all standard survey exceptions from the title insurance policy relating to such Mortgage or otherwise reasonably acceptable to the First Lien/Second Lien Intercreditor Agent, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of First-Priority Obligations and the ABL Obligations in connection with their mortgages on such property, as the case may be, (iv) evidence of insurance required to be delivered to the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent maintained pursuant to the Applicable Intercreditor AgreementMortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverage.

Security Documents. (a) The Following any Reversion Date, the due and punctual payment of the Obligations, including payment of the principal of, premium on, if any, and interest on on, the Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest on the Notes and performance of all other Obligations of the Issuer and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Security Documents, according to the terms hereunder or thereunder, shall will be secured by Security Documents to be delivered as provided in the Security Documents, which define the terms of the Liens that secure Secured Notes Obligations, subject to the terms of any Applicable Intercreditor Arrangementrequired by this Indenture. The Trustee, the Issuer, Holdings Trustee and the Subsidiary Guarantors Issuers hereby acknowledge and agree that the Notes Collateral Agent holds will hold the Collateral in trust or otherwise for the benefit of the Holders, the Trustee Holders and the Notes Collateral Agent Trustee, in each case pursuant and pursuant subject to the terms of the Security Documents and any Applicable Intercreditor Arrangement, and the Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents Documents. (including any other agreements, deeds or other documents in relation theretob) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, (i) grant a power of attorney in favor of the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain). Each Holder, by accepting a Noteits acceptance thereof, consents and agrees to the terms of the Security Documents to be delivered following any Reversion Date (including including, without limitation, the provisions providing for the possession, use, release and foreclosure of CollateralCollateral and the terms of the Intercreditor Agreement) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended from time to time in accordance with their terms and the terms of this Indenture (which shall be in the same form as the Security Documents entered into in connection with the issuance of the Existing Notes, except as otherwise provided in this Indenture) and agrees that it will not contest or support any other person in contesting, in any proceeding (including any insolvency or liquidation proceeding), the perfection, priority, validity or enforceability of a Lien held by or on behalf of any other holder of First-Priority Obligations in all or any part of the Collateral. Each Holder, by its acceptance thereof, following any Reversion Date, (i) authorizes the Trustee to appoint the Authorized Representative to act on its behalf as the Authorized Representative under this Indenture and any Applicable Intercreditor Arrangementthe Security Documents, (ii) authorizes the Trustee and the Authorized Representative to appoint the Collateral Agent to act on its behalf as the Collateral Agent under this Indenture, the Security Agreement and under each of the other Security Documents, (iii) authorizes and directs the Notes Collateral Agent to: (1) to enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited to the enforcement of the Collateral in the terms foreseen in the relevant Security Documents); therewith and (3iv) execute any waiver, modification, amendment, renewal or replacement or any other document related to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or intended to be created by the Security Documents in the Collateral. Such security interests will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory to authorizes the Trustee and the Notes Authorized Representative to authorize the Collateral AgentAgent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms of the Security Agreement and the other Security Documents, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any grantor thereunder to secure any of the First-Priority Obligations, together with such powers and discretion as are reasonably incidental thereto. (bc) It Each Holder, by its acceptance thereof, authorizes the Collateral Agent, the Authorized Representative and the Trustee, as applicable, to, following any Reversion Date, enter into the Intercreditor Agreement (or any joinder or supplement thereto) (or, if such agreement is understood terminated, any substantially identical intercreditor agreement on behalf of, and agreed that prior to binding with respect to, the Discharge Holders and their interest in designated assets, in connection with the incurrence of First Lien any First-Priority Obligations). The Collateral Agent or the Authorized Representative, (x) to as applicable, will enter into any such future intercreditor agreement at the extent written request of the Issuers; provided that the Controlling Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating Issuers will have delivered to the Collateral Agent or makes any determination in respect the Authorized Representative, as the case may be, an Officer’s Certificate and Opinion of any matters relating Counsel to the Collateral (including, without limitation, extensions of time effect that such other intercreditor agreement is authorized or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby), the Trustee and the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under permitted by this Indenture and the Security Documents and that all conditions precedent thereto have been met or waived. (yd) Notwithstanding the foregoing, the Issuers shall not be required to create or perfect pledges of, or security interests in, or take other actions with respect to any possessory Excluded Assets. The Collateral Agent shall, at the written direction of the Holders, grant extensions of time for the perfection of security interests in particular assets and the delivery of assets where perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required and any extensions of time or waivers as are granted by the Credit Agreement Agent or the administrative agent under the Credit Agreement for the comparable requirement under the Credit Agreement or any related loan document or the applicable collateral agent under any indenture governing the Existing Notes or any related collateral document shall automatically be granted under this Indenture and the Security Documents. No actions required by the laws of any non-U.S. jurisdiction shall be required in order to create any security interests in any assets or to perfect or make enforceable such security interests (including any intellectual property registered in any non-U.S. jurisdiction) (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction or any requirement to make any filings in any foreign jurisdiction including with respect to foreign intellectual property). No actions shall be required with respect to assets requiring perfection through control agreements or perfection by “control” (as defined in the UCC) (other than in respect of Indebtedness for borrowed money (other than intercompany Indebtedness) owing to the Issuers or any Guarantor that is evidenced by a note in excess of $7,500,000, Indebtedness of any Non-Guarantor Subsidiary that is owing to any Issuer or any Guarantor and certificated Equity Interests of wholly owned Restricted Subsidiaries that are Material Subsidiaries otherwise required to be delivered to the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pledged pursuant to the Applicable Intercreditor Security Agreement). In addition, neither any Issuer nor any Guarantor shall be required to take any action not taken for the Credit Agreement (so long as such Credit Agreement is in place).

Security Documents. (a) The due and punctual payment of the principal of, premium and interest accrued and unpaid interest, if any, on the Notes when and as the same shall be due and payabledue, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, otherwise and interest on whether by the overdue principal of, premium and interest on Company pursuant to the Notes or by a Guarantor pursuant to its Note Guarantee, the payment of all other Obligations and the performance of all other Obligations obligations of the Issuer Company and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, Documents and any Applicable Intercreditor Arrangement and the Security Documents, according to the terms hereunder or thereunder, shall Permitted Additional Pari Passu Obligations will be secured as provided in the Security Documents, which define the terms of the Liens that secure Secured Notes Obligations, Documents (subject to the terms of any Applicable the Intercreditor Arrangement. The TrusteeAgreement) to be entered into by the Company, the Issuer, Holdings Guarantors and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds (and, to the Collateral in trust or otherwise for the benefit of the Holdersextent applicable, the Trustee and the Notes representatives of the holders of Permitted Additional Pari Passu Obligations) as required or permitted by this Indenture. (b) The Company shall, and shall cause each Guarantor to, and each Guarantor shall execute the Security Agreement and each other Security Document necessary to create a Lien in all the assets of the Company and each Guarantor securing the Senior Lien Obligations on the Issue Date (other than Excluded Property) and make all filings and take all other actions as are necessary or required by the Security Documents to establish and maintain (at the sole cost and expense of the Company and the Guarantors) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest. In the case of real property owned by the Company or a Guarantor on the Issue Date that is subject to a mortgage that secures the Senior Lien Obligations, the Company or such Guarantor, as applicable, shall also deliver the following within 120 days of closing (collectively, “Mortgage Deliverables”), but, if Senior Lien Obligations are in effect when mortgages were put in place to secure Senior Lien Obligations, only to the extent such deliverables were provided to the holders of the Senior Lien Obligations in connection with their mortgage on such property: (i) a fully paid policy or policies or marked-up unconditional binder having the same effect of lender’s title insurance, paid for by the Company and the Guarantors, in an amount equal to the amount of title insurance obtained pursuant to the Senior Lien Obligations, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to the Company, Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys and dated (or redated) not earlier than six months prior to the date of delivery thereof under such Senior Lien Obligations, (iii) a customary opinion of counsel addressing such matters as were addressed in the comparable opinion provided to the holders of Senior Lien Obligations, (iv) evidence of insurance required to be maintained pursuant to the mortgages and this Indenture and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverage. (c) If the Company or any Guarantor acquires any property that is required to be Collateral pursuant to this Indenture or the Security Documents, or any Restricted Subsidiary becomes a Guarantor that is required to pledge its assets as Collateral pursuant to this Indenture or the Security Documents, the Company or such Guarantor shall execute a joinder to an existing Security Document or enter into a new Security Document (in each case, to the extent necessary to cause such asset be so pledged), and take all steps necessary to validly perfect such Lien (to the extent required by the Security Documents), subject to no prior Liens other than Permitted Liens (including the Senior Liens on such assets). To the extent that the Company or such Guarantor is entering into a joinder, entering into a new Security Document, providing Mortgage Deliverables (in the case of real property) or taking other steps to perfect such Lien in order to secure Senior Lien Obligations, the Company or such Guarantor may take the same steps in connection with this Indenture (with such changes as are appropriate to reflect the applicable priority of the Lien, or the applicable perfection requirements, consistent with the terms of the Security Documents Documents, the Intercreditor Agreement and any Applicable Intercreditor Arrangementthe Liens being created on the Issue Date), which shall satisfy the obligations hereunder, and the Notes Trustee and the Collateral Agent is hereby Agent, as applicable, are authorized and directed to execute any documentation consistent therewith. (d) The Company and deliver the Security Documents each Guarantor shall execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including any other agreements, deeds the filing and recording of financing statements or other documents in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratacióncontinuation statements in respect thereof), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to that may be required under any eventual enforcement of any Spanish Security Documents, (i) grant a power of attorney in favor of the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if notapplicable law, to carry out ensure that the proper legalization process in order for such power of attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms Liens of the Security Documents on the Collateral remain perfected (including to the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into extent required by the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2Documents) perform with the duties and exercise the rights and powers and discretion that are specifically given to it under priority required by the Security Documents and the Applicable Intercreditor ArrangementAgreement, together with any other incidental rights, powers all at the expense of the Company and discretions (including but not limited Guarantors and provide to the enforcement of the Collateral in the terms foreseen in the relevant Security Documents); and (3) execute any waiver, modification, amendment, renewal or replacement or any other document related to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent and the security interest in the Collateral contemplated herebyTrustee, by the Security Documents or any part thereof, as from time to time constitutedupon reasonable request, so evidence reasonably satisfactory to the Collateral Agent and the Trustee as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests Liens created or intended to be created by the Security Documents in the Collateral. Such security interests will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory to the Trustee and the Notes Collateral AgentDocuments. (be) It is With respect to all Commercial Motor Vehicles covered by a certificate of title or ownership, in each case with an individual Fair Market Value of $25,000.00 or more per Commercial Motor Vehicle (it being understood and agreed that prior to that, for the Discharge avoidance of First Lien Obligationsdoubt, (x) to in determining the extent that the Controlling Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect Fair Market Value of any matters relating to such Commercial Motor Vehicle, the Collateral or makes any determination in respect Fair Market Value of any matters relating to the Collateral equipment installed thereon shall be included in any such determination), use commercially reasonable efforts to: (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, i) within 120 days after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby), the Trustee and the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents and (y) any possessory collateral required cause to be delivered to the Notes applicable governmental authority a duly completed application, pay any applicable fees and take any other actions within its control necessary in order to cause the certificate of title for such Commercial Motor Vehicle at all times to be registered with the applicable governmental authority showing “U.S. Bank National Association, as Collateral Agent” as lienholder, other than those Commercial Motor Vehicles registered in a state that prohibits a second lien being noted on the certificate of title or ownership with respect to such Commercial Vehicle, (ii) if necessary to perfect in any jurisdiction, cause the Liens of the Collateral Agent shall be deemed to be delivered identified on a notice of lien or other filing made in the appropriate filing office in the applicable jurisdiction and pay all applicable fees in connection therewith, and (iii) deliver the original certificates of title for such Commercial Motor Vehicles and any document evidencing official notification from the applicable governmental authority of the perfection of the Security Interest in any Commercial Motor Vehicles to the Notes Collateral Agent if or its agent, including any service company for purposes of effecting the same has been delivered requirements of this clause (e). (f) Within the time period provided in Section 3.4(b) of the Security Agreement, with respect to each Deposit Account (as defined in the Security Agreement) listed on Schedule 15(a) to the Controlling Collateral Agent acting Perfection Certificate (as gratuitous bailee of defined in the Notes Collateral Agent pursuant Security Agreement), enter into and deliver a Deposit Account Control Agreement (as defined in the Security Agreement) to the Applicable Intercreditor Agreementextent possible after using commercially reasonable efforts.

Security Documents. No later than the Distribution Date, as additional security for Owner’s performance of its obligations hereunder, including payment of any indemnification obligations of Owner to Purchaser pursuant to Section 21.2, Owner shall (a) The due and punctual payment of the principal ofexecute, premium and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwisedeliver, and interest on the overdue principal of, premium record a mortgage and interest on the Notes security agreement and performance of all other Obligations of the Issuer and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure Secured Notes Obligations, subject to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust or otherwise for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and any Applicable Intercreditor Arrangement, and the Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents (including any other agreements, deeds documents, or other documents instruments required or customary to provide Purchaser with a fully perfected security interest and mortgage lien in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries and to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, (i) grant a power of attorney in favor of the Notes Collateral Agent entitling it to grantNorthern Pass Transmission Line, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize all real property rights and apostille such power related personal property rights, contractual rights, Governmental Approvals, or other rights of attorney before Owner relating to the Northern Pass Transmission Line and the AC Upgrades (collectively, the “Purchaser Mortgage”), (b) execute and deliver a notary public security agreement and all other agreements, documents, or instruments required or customary to provide Purchaser with a fully perfected security interest in their jurisdiction and to (i) any material contracts entered into in connection with the Northern Pass Transmission Line or the AC Upgrades, and (ii) all of incorporation Owner’s other assets relating to the Northern Pass Transmission Line and the AC Upgrades, including all personal property rights, contractual rights, Governmental Approvals, or other rights of Owner to develop, procure, construct, operate, and maintain the Northern Pass Transmission Line (if collectively, the process “Security Agreement”), and (c) cause each of notarization its members to grant to Purchaser a present and apostille exists within that relevant jurisdictioncontinuing perfected lien on, if notand security interest in, to carry out all of the proper legalization process equity interests in order for such power of attorney to be valid in SpainOwner (collectively, the “Membership Pledges,” and collectively with the Purchaser Mortgage and the Security Agreement, “Purchaser’s Security Documents”). Each HolderThe Purchaser’s Security Documents shall be based upon the agreements securing Owner’s obligations under the Construction Loan Agreement, by accepting a Notebut shall not include any representations, consents and agrees warranties, covenants, or restrictions other than those that are reasonably required with respect to the terms creation, validity, perfection, protection or enforcement of Purchaser’s security interests in the assets and property described in this Section 17.2.1 or as may otherwise be reasonably satisfactory to Purchaser, Owner, and the Financing Parties. The Purchaser’s Security Documents shall provide that any such document may be assigned by Purchaser solely to the assignee of Purchaser pursuant to a permitted assignment of this Agreement. Subject to the rights of any Financing Parties, Owner shall cause the mortgage, liens and security interests created pursuant to Purchaser’s Security Documents (including collectively, “Purchaser’s Lien”) to be maintained in full force and effect at all times following the provisions providing for Distribution Date and until the possessionlater to occur of the expiration or earlier termination of the Term or the date on which any accrued but unpaid payment obligation of Owner to Purchaser hereunder shall have been fully, usefinally and indefeasibly satisfied. Promptly following such later date, Purchaser shall release and foreclosure the Purchaser’s Lien. The granting of Collateral) and any Applicable Intercreditor Arrangement as the same may Purchaser’s Lien shall not be in effect or may be amended from time to time in accordance with their terms and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited to the enforcement of the Collateral in the terms foreseen in the relevant Security Documents); and (3) execute any waiverexclusion of, modification, amendment, renewal or replacement or any other document related be construed to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indenturelimit, the Applicable Intercreditor Arrangement shall control. The Issuer will do amount of any claims, causes of action or cause other rights accruing to be done all such acts and things as may be reasonably required Purchaser by reason of any breach by Owner under this Agreement, an Owner Default or the next sentence termination of this Section 12.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or intended to be created by the Security Documents in the Collateral. Such security interests will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory to the Trustee and the Notes Collateral Agent. (b) It is understood and agreed that prior to the Discharge of First Lien Obligations, (x) to the extent that the Controlling Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby), the Trustee and the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents and (y) any possessory collateral required to be delivered to the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor Agreement.

Security Documents. (a) The due Each Secured Party hereby further authorizes the Administrative Agent or the Collateral Agent, as applicable, on behalf of and punctual payment for the benefit of Secured Parties, to be the principal of, premium agent for and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance representative of all other Obligations of the Issuer and the Note Guarantors Secured Parties with respect to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement Collateral and the Security Documents; provided that neither the Administrative Agent nor the Collateral Agent shall owe any fiduciary duty, according duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever to the terms hereunder any holder of Obligations with respect to any Specified Cash Management Agreement or thereunderSpecified Hedge Agreement. Subject to Section 11.1, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure without further written consent or authorization from any Secured Notes Obligations, subject to the terms of any Applicable Intercreditor Arrangement. The TrusteeParty, the Issuer, Holdings and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Administrative Agent holds or the Collateral Agent, as applicable, may execute any documents or instruments necessary to (i) in trust connection with a sale or otherwise for disposition of assets permitted by this Agreement, release any Lien encumbering any item of Collateral that is the benefit subject of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and any Applicable Intercreditor Arrangement, and the Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents (including any other agreements, deeds such sale or other documents in relation theretodisposition of assets or to which the Required Lenders (or such other Lenders as may be required to give such consent under Section 11.1) on behalf of all Holders have otherwise consented or (expressly including appearing before Spanish notaries to grant or execute ii) release any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate received, including, but not limited to, amendments or ratifications of this Indenture, Guarantor from the Security Documents or any with respect to which the Required Lenders (or such other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, (i) grant a power of attorney in favor of the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited to the enforcement of the Collateral in the terms foreseen in the relevant Security Documents); and (3) execute any waiver, modification, amendment, renewal or replacement or any other document related to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things Lenders as may be reasonably required by the next sentence of this to give such consent under Section 12.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust11.1) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or intended to be created by the Security Documents in the Collateral. Such security interests will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory to the Trustee and the Notes Collateral Agenthave otherwise consented. (b) It is Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent, Collateral Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the guaranty of the Guarantors, it being understood and agreed that prior to all powers, rights and remedies hereunder may be exercised solely by Administrative Agent, on behalf of the Discharge of First Lien Obligations, (x) to the extent that the Controlling Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby)in accordance with the terms hereof and all powers, the Trustee rights and the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Controlling Collateral Agent in respect of any such matters remedies under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents may be exercised solely by the Collateral Agent, and (yii) any possessory collateral required to be delivered to in the Notes event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be deemed 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 be delivered to use and apply any of the Notes Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor Agreementat such sale or other disposition.

Security Documents. (a) The Following the Separation, the due and punctual payment of the principal of, premium and interest Obligations on the Notes Securities and the Obligations of the Company and the Subsidiary Guarantors under the Subsidiary Guarantees, and all other Parity Lien Obligations, and the performance of all other payment obligations of the Company and the Subsidiary Guarantors under the Note Documents, when and as the same shall be due and payable, whether on an interest payment date, at maturityStated Maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest (to the extent permitted by law), if any, on the Notes Securities and any Subsidiary Guarantee and performance of all other Obligations of any of the Issuer Company and the Note Guarantors any Subsidiary Guarantor to the Holders of Securities or the Trustee under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Security Documents, Documents according to the terms hereunder or thereunderthereunder (collectively, shall the “Secured Obligations”), will be secured as provided in by second-priority Liens on the Security Documents, which define the terms of the Liens that secure Secured Notes Obligations, subject Collateral granted to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust or otherwise Trustee for the benefit of the Holdersholders of Securities and future other Parity Lien Obligations. As of the Separation Date, except as otherwise provided in the Intercreditor Agreement, the Trustee Collateral will include all of the assets of the Company and the Notes Collateral Agent and Subsidiary Guarantors that are subject to a Lien securing Priority Lien Obligations, other than cash collateral to (i) issuers of letters of credit pursuant to the terms Priority Lien Documents rather than holders of all Priority Lien Obligations or (ii) with respect to any letters of credit issued pursuant to the Priority Lien Documents, to the Priority Lien Agent for the benefit of the Security Documents and any Applicable Intercreditor Arrangement, and the Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents (including any other agreements, deeds or other documents in relation thereto) on behalf holders of Priority Lien Obligations as a whole. For all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate received, including, but not limited to, amendments or ratifications purposes of this Indenture, all references to “second-priority” Liens means Liens that may be junior in priority to the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, (i) grant a power of attorney in favor of the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if notLiens securing Priority Lien Obligations, to carry out the proper legalization process in order for such power of attorney extent permitted to be valid incurred or to exist under the Intercreditor Agreement, and to Permitted Prior Liens. These second-priority Liens will also be senior in Spain). priority to the Liens securing Junior Lien Obligations, to the extent permitted to be incurred or to exist under the Note Documents. (b) Each HolderHolder of Securities, by accepting a Noteits acceptance thereof, consents and agrees to the terms of the Security Note Documents (including including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the possession, use, release and foreclosure of CollateralCollateral Trustee to enter into any Security Document on its behalf) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended from time to time in accordance with their its terms and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: Trustee (1and, if applicable, the Trustee) to enter into the Intercreditor Agreement and the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; . (2c) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited to the enforcement of the Collateral in the terms foreseen in the relevant Security Documents); and (3) execute any waiver, modification, amendment, renewal The Company will or replacement or any other document related to the Security Documents expressed will cause to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangementdone, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will cause 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 the next sentence provisions of this Section 12.01the Security Documents, or which the Collateral Trustee from time to time may reasonably request, to assure and confirm to the Notes Collateral Agent the security interest in Trustee that the Collateral Trustee holds, following the Separation Date, for the benefit of itself, the Holders of the Securities and the Trustee, duly created, enforceable and perfected Liens upon the Collateral as contemplated herebyby this Indenture, by the Security Documents, the other Parity Lien 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 Notes Securities and any Subsidiary Guaranty secured herebythereby, according to the intent and purposes herein expressed. The Issuer Company and any Subsidiary Guarantor shall each take any and all actions reasonably required or reasonably requested by the Collateral Trustee to cause the Security Documents and the Note Guarantors shallIntercreditor Agreement to create and maintain, at their sole expense, take all actions (including filing Uniform Commercial Code as security for the Obligations of the Company 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 requestany Subsidiary Guarantor hereunder, in order respect of the Collateral, valid and enforceable perfected second-priority Liens in and on such Collateral and subject to ensure no other Liens other than as permitted by the creation, perfection and priority terms of this Indenture. (or continuance thereofd) of The Collateral Trustee agrees that it will hold the security interests created or intended to be created by the Security Documents in the Collateral. Such security interests will be Collateral created under the Security Documents to which it is a party as contemplated by this Indenture in accordance with the Intercreditor Agreement, and other security agreementsany and all proceeds thereof, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory to the Trustee and the Notes Collateral Agent. (b) It is understood and agreed that prior to the Discharge of First Lien Obligations, (x) to the extent that the Controlling Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests inbenefit of, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby)among others, the Trustee and the Notes Holders of the Securities, to act in preservation of the security interest in the Collateral Agent in accordance with the Intercreditor Agreement. The Collateral Trustee shall (subject to being indemnified and/or secured to its satisfaction) take action or refrain from taking action with respect to the Securities in connection therewith only as directed by the Trustee or Holders holding a majority in aggregate outstanding principal amount of the Securities. (e) Each Holder, by accepting a Security, shall be deemed (i) to have agreed to be satisfied with such deliveries and/or documents bound thereby and (ii) to appoint the judgment of Collateral Trustee or the Controlling Collateral Agent in respect of any such matters Trustee, as the case may be, as its agent under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents and the Intercreditor Agreement and to authorize it to act as such. (yf) any possessory collateral required The Collateral Trustee is hereby authorized to be delivered exercise such rights, powers and discretions as are specifically delegated to it by the terms of the Security Documents, including the power to enter into the Security Documents, on behalf of the Holders of the Securities, together with all rights, powers and discretions as are reasonably incidental thereto or necessary to give effect to the Notes trusts created thereunder. The Collateral Agent shall Trustee shall, however, at all times be deemed entitled to be delivered seek directions from the Trustee or the Holders with respect to the Notes Collateral Agent if the same has been delivered Securities and shall, subject to the Controlling Collateral Agent acting Trustee being indemnified and/or secured to its satisfaction, be obligated to follow those directions if given. The Collateral Trustee hereby accepts its appointment as gratuitous bailee collateral trustee for the Holders and the Trustee under the Security Documents, and its authorization to so act on such Holders’ and the Trustee’s behalf in accordance with the terms of the Notes Note Documents. (g) Notwithstanding any other provision of this Indenture or any other Note Document, neither the Trustee nor the Collateral Agent pursuant Trustee shall have any responsibility for the validity, perfection, sufficiency, adequacy, priority or enforceability of any Lien or Security Document or other security interest, or shall have any obligation to take any action to procure or maintain such validity, perfection, sufficiency, adequacy, priority or enforceability, including without limitation no responsibility to make any filings to perfect or maintain the Applicable Intercreditor Agreementperfection of the Collateral Trustee’s security interest in the Collateral.

Security Documents. (a) The In order to secure the due and punctual payment of the principal of, premium and interest on the Notes 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, premium of and interest (to the extent permitted by law) on the Notes and performance of all other Obligations of Note Obligations, (i) the Issuer and the Note Subsidiary Guarantors to have, on the Holders or Issue Date simultaneously with the Trustee under execution and delivery of this Indenture, entered into Collateral Documents granting the NotesNotes Collateral Agent a Lien, the Note Guaranteessubject only to Permitted Liens, any Applicable Intercreditor Arrangement on all property and the Security Documents, according to the terms hereunder or thereunder, shall be secured assets (except as provided in the Security DocumentsIntercreditor Agreement) that are subject to a Lien securing any Senior Obligations and (ii) the Issuer and the Subsidiary Guarantors agree that, unless a Collateral Release Event has occurred, they will take all such action as shall be required to ensure that the Note Obligations will at all times be secured by a Lien, subject only to Permitted Liens, on all assets (except as provided in the Intercreditor Agreement) that in the future are subjected to a Lien to secure the Partnership’s existing and future Senior Obligations, which define Lien shall be pursuant to documentation in form substantially similar to the terms of documentation granting the Liens that secure Secured Notes Lien securing the relevant Senior Obligations, except as otherwise contemplated by the Intercreditor Agreement and except for differences consistent with the forms of Collateral Documents and entered into on the Issue Date. (b) This Indenture and the Notes Collateral Documents (other than the Intercreditor Agreement) are subject to the terms, limitations and conditions set forth in the Intercreditor Agreement. Each Holder of Notes, by its acceptance of a Note, is deemed to have consented and agreed to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings and the Subsidiary Guarantors hereby acknowledge and agree that the each Notes Collateral Agent holds the Collateral in trust or otherwise for the benefit of the HoldersDocument, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and any Applicable Intercreditor Arrangement, and the Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents (including any other agreements, deeds or other documents in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, (i) grant a power of attorney in favor of the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be originally in effect and as amended, supplemented or may be amended replaced from time to time in accordance with their its terms or the terms of the Indenture or the Intercreditor Agreement, to have authorized and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs directed the Notes Collateral Agent to: (1) to enter into the Security Notes Collateral Documents to which it is a party, and any Applicable to have authorized and empowered the Notes Collateral Agent and (through the Intercreditor Arrangement Agreement) the Controlling Agent to bind the Holders of Notes and other holders of Senior Obligations as set forth in the Collateral Documents to which they are a party and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under thereunder, including entering into amendments permitted by the Security Documents and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited to the enforcement terms of the Collateral in the terms foreseen in the relevant Security Documents); and (3) execute any waiver, modification, amendment, renewal or replacement or any other document related to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do Agreement or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by Documents. To the Security Documents or extent that any part thereof, as from time to time constituted, so as to render the same available for the security and benefit provision of this Indenture and of or any Collateral Document is not consistent with or contradicts the Notes secured herebyIntercreditor Agreement, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or intended to be created by the Security Documents in the Collateral. Such security interests Intercreditor Agreement will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory to the Trustee and the Notes Collateral Agentgovern. (bc) It is understood and agreed that prior to the Discharge of First Lien Obligations, (x) to the extent that the Controlling Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquiredAny Person which, after the Issue Date, becomes a Subsidiary Guarantor under this Indenture, shall, upon becoming a Subsidiary Guarantor under this Indenture, become a party to each applicable Collateral Document (on terms and conditions substantially the same as the then current Collateral Documents) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest with respect to the relevant Secured Parties afforded thereby), the Trustee and the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect assets or property of such matters under this Indenture and the Security Documents and (y) any possessory collateral required to be delivered to the Notes Person that are Collateral, unless a Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same Release Event has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor Agreementoccurred.

Security Documents. (a) The due At any time after the execution and punctual payment delivery thereof, any of the principal of, premium Security Documents shall cease to be in full force and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Issuer and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Security Documents, according to effect in accordance with the terms hereunder thereof or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure Secured Notes Obligations, subject cease to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral give Agent holds the Collateral in trust or otherwise for the benefit of the HoldersLenders the Liens, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and any Applicable Intercreditor Arrangement, and the Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents (including any other agreements, deeds or other documents in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, (i) grant a power of attorney in favor of the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited to the enforcement of the Collateral in the terms foreseen in the relevant Security Documents); and (3) execute any waiver, modification, amendment, renewal or replacement or any other document related to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or intended privileges purported to be created by the Security Documents in the Collateral. Such security interests will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory to the Trustee and the Notes Collateral Agent. (b) It is understood and agreed that prior to the Discharge of First Lien Obligations, (x) to the extent that the Controlling Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral thereby (including, without limitation, extensions of time or waivers for the creation and perfection of a first priority perfected security interests interest (subject to Permitted Liens) in, and Lien on, all of the Collateral for which Agent or the obtaining Collateral Agent has taken necessary actions to perfect its security interest), in favor of title insuranceAgent, legal opinions or other deliverables with respect superior to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest prior to the relevant Secured Parties afforded therebyrights of all third Persons and subject to no other Liens (except to the extent expressly permitted herein or therein); or any Credit Party shall default in the due performance or observance of any term, the Trustee and the Notes Collateral Agent shall be deemed covenant or agreement on its part to be satisfied with such deliveries and/or documents and the judgment performed or observed pursuant to any of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents and (y) such default shall continue beyond any possessory collateral required to be delivered to the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent grace period specifically applicable thereto pursuant to the Applicable 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 To secure the full and punctual payment when due and the full and punctual performance of the principal of, premium obligations of the Company and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on Subsidiary Guarantors in respect of the Notes and performance of this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shall, on the Issue Date: (1) enter into the Collateral Agreement and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock and other Obligations instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including Uniform Commercial Code financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and to perfect such Liens to the extent required by, and with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 60 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions). (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Issuer Company and the Note Subsidiary Guarantors to the Holders or the Trustee under this Indenture, in respect of the Notes, this Indenture (including the Note Guarantees, any Applicable Intercreditor Arrangement Subsidiary Guarantors) and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided a valid and enforceable perfected second-priority Lien and security interest in the Security Documents, which define the terms all of the Liens that secure Secured Notes Obligations, Collateral (subject to the terms of any Applicable the Intercreditor Arrangement. The Trustee, the Issuer, Holdings Agreement and the Subsidiary Guarantors hereby acknowledge and agree that Security Documents in all respects) in favor of the Notes Collateral Agent holds the Collateral in trust or otherwise Trustee for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and any Applicable Intercreditor Arrangement, and the Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents . (including any other agreements, deeds or other documents in relation theretod) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, (i) grant a power of attorney in favor of the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or each may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreement. (e) In the event that security interests in any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited to the enforcement of the Collateral in the terms foreseen in the relevant Security Documents); and (3) execute any waiver, modification, amendment, renewal or replacement or any other document related to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any are not created as of the other Security Documents and this IndentureIssue Date, the Applicable Intercreditor Arrangement Company and the other Grantors shall control. The Issuer will do use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or cause to be done all on such acts and things later date as may be reasonably required permitted by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the security interest Applicable Authorized Representative in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their its sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or intended to be created by the Security Documents in the Collateral. Such security interests will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory to the Trustee and the Notes Collateral Agentdiscretion). (bf) It Each Holder, by accepting the Notes, is understood and agreed that prior deemed to acknowledge that, as more fully set forth in the Discharge of First Lien ObligationsSecurity Documents, (x) to the extent that the Controlling Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral as now or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers hereafter constituted shall be for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to all the relevant Secured Parties afforded thereby)Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents, and that the Lien granted in the Security Documents relating to the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Controlling Collateral Agent in respect of any the Trustee, the Collateral Agent, the Holders and such matters under the applicable Credit Facility shall be deemed other secured parties is subject to be the judgment of the Trustee and the Notes Collateral Agent qualified and limited in respect of such matters under this Indenture and all respects by the Security Documents and (y) any possessory collateral required to actions that may be delivered to the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor Agreementtaken thereunder.

Security Documents. (a) The due and punctual payment of the principal of, premium of and interest and premium, if any, on the Notes when and as the same shall be due and payabledue, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwiseotherwise and whether by the Company 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, premium and interest on the Notes and performance of all other Obligations obligations of the Issuer Company and the Note Subsidiary Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement Subsidiary Guarantees and the Security Documents, according to the terms hereunder or thereunder, Documents shall be secured as provided in the Security Documents, which define the terms of Company and the Liens that secure Secured Notes Obligations, subject to applicable Subsidiary Guarantors entered into on the terms of any Applicable Intercreditor ArrangementIssue Date and will be secured by the Collateral as set forth in Security Documents hereafter entered into or delivered as required or permitted by this Indenture. The Trustee, the Issuer, Holdings and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust or otherwise for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and any Applicable Intercreditor ArrangementCompany shall, and the shall cause each Notes Collateral Agent is hereby authorized to execute Party to, and deliver the Security Documents each Notes Party shall, make all filings (including any other agreements, deeds or other documents in relation thereto) on behalf filings of all Holders (expressly including appearing before Spanish notaries continuation statements and amendments to grant or execute any Spanish public document or private document related UCC financing statements that may be necessary to this mandate and, specifically, those deemed necessary or appropriate according to continue the mandate received, including, but not limited to, amendments or ratifications effectiveness of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, (i) grant a power of attorney in favor of the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of CollateralUCC financing statements) and any Applicable Intercreditor Arrangement all other actions as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited to the enforcement of the Collateral in the terms foreseen in the relevant Security Documents); and (3) execute any waiver, modification, amendment, renewal or replacement or any other document related to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render maintain (at the same available for sole cost and expense of the Company) the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or intended to be interest created by the Security Documents in the Collateral. Such Collateral (other than with respect to any Collateral the security interests will interest in which is not required to be created perfected under the Security Documents and other Documents) as a perfected security agreements, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory interest subject only to the Trustee and the Notes Collateral AgentPermitted Liens. (b) It is understood and agreed that Notwithstanding the foregoing, the Company shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Material Real Property) on or prior to the Discharge of First Lien ObligationsIssue Date and, with respect to any Collateral (x) other than Material Real Property), for which security interests have not been granted or perfected on or prior to the extent that Issue Date, cause the Controlling taking of additional actions required to grant or perfect the security interest in the Collateral Agent is satisfied with or agrees to any deliveries or documents (other than Material Real Property) required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby), the Trustee and the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters pledged under this Indenture and the Security Documents within 180 days following the Issue Date (or such later date as agreed by the Notes Collateral Agent). With respect to Material Real Property, the Company shall deliver within 180 days following the Issue Date (or such later date as agreed by the Notes Collateral Agent), but only to the extent such deliverables are provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Company and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (yii) an as-is survey of the property subject to any possessory collateral such mortgage certified to the Company, Notes Collateral Agent and the title company (including all improvements, easements and other customary matters thereon), meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys as such requirements are in effect on the date of preparation of such survey, (iii) customary opinions of counsel addressing such matters as are addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be delivered to the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent maintained pursuant to the Applicable Intercreditor Agreementmortgages and this Indenture, and (v) if required by applicable law, if any portion of any of the Material Real Property is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area with respect to which flood insurance has been made available under the National Flood Insurance Act of 1968 (as now or hereafter in effect or successor act thereto), maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations together with evidence of such acceptable flood insurance coverage.

Security Documents. (a) The due and punctual payment of the principal of, premium of and interest and premium, if any, on the Notes when and as the same shall be due and payabledue, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwiseotherwise and whether by the Company 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, premium and interest on the Notes and performance of all other Obligations obligations of the Issuer Company and the Note Subsidiary Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement Subsidiary Guarantees and the Security Documents, according to the terms hereunder or thereunder, Documents shall be secured as provided in the Security Documents, which define the terms of Company and the Liens that secure Secured Notes Obligations, subject to applicable Subsidiary Guarantors entered into on the terms of any Applicable Intercreditor ArrangementIssue Date and will be secured by the Collateral as set forth in Security Documents hereafter entered into or delivered as required or permitted by this Indenture. The Trustee, the Issuer, Holdings and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust or otherwise for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and any Applicable Intercreditor ArrangementCompany shall, and the shall cause each Notes Collateral Agent is hereby authorized to execute Party to, and deliver the Security Documents each Notes Party shall, make all filings (including any other agreements, deeds or other documents in relation thereto) on behalf filings of all Holders (expressly including appearing before Spanish notaries continuation statements and amendments to grant or execute any Spanish public document or private document related UCC financing statements that may be necessary to this mandate and, specifically, those deemed necessary or appropriate according to continue the mandate received, including, but not limited to, amendments or ratifications effectiveness of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, (i) grant a power of attorney in favor of the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of CollateralUCC financing statements) and any Applicable Intercreditor Arrangement all other actions as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited to the enforcement of the Collateral in the terms foreseen in the relevant Security Documents); and (3) execute any waiver, modification, amendment, renewal or replacement or any other document related to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render maintain (at the same available for sole cost and expense of the Company) the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or intended to be interest created by the Security Documents in the Collateral. Such Collateral (other than with respect to any Collateral the security interests will interest in which is not required to be created perfected under the Security Documents and Documents) as a perfected security interest subject only to Permitted Liens. Notwithstanding the foregoing, the Company shall use commercially reasonable efforts to perfect all security interests in the Collateral (other security agreements, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory to the Trustee and the Notes Collateral Agent. (bthan Material Real Property) It is understood and agreed that on or prior to the Discharge of First Lien ObligationsIssue Date and, with respect to any Collateral (x) other than Material Real Property), for which security interests have not been granted or perfected on or prior to the extent that Issue Date, cause the Controlling taking of additional actions required to grant or perfect the security interest in the Collateral Agent is satisfied with or agrees to any deliveries or documents (other than Material Real Property) required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby), the Trustee and the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters pledged under this Indenture and the Security Documents within 90 days following the Issue Date (or such later date as agreed by the Applicable Possessory Collateral Agent (as defined in the Security Agreement)). With respect to Material Real Property, the Company shall deliver within 90 days following the Issue Date (or such later date as agreed by the Applicable Possessory Collateral Agent (as defined in the Security Agreement)), but only to the extent such deliverables are provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Company and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (yii) an as-is survey of the property subject to any possessory collateral such mortgage certified to the Company, Notes Collateral Agent and the title company (including all improvements, easements and other customary matters thereon), meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys as such requirements are in effect on the date of preparation of such survey, (iii) customary opinions of counsel addressing such matters as are addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be delivered to the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent maintained pursuant to the Applicable Intercreditor Agreementmortgages and this Indenture, and (v) if required by applicable law, if any portion of any of the Material Real Property is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area with respect to which flood insurance has been made available under the National Flood Insurance Act of 1968 (as now or hereafter in effect or successor act thereto), maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations together with evidence of such acceptable flood insurance coverage.

Security Documents. (a) The due All filings and punctual payment recordings necessary, in the opinion of the principal ofAdministrative Agent, premium to perfect the Liens contemplated to be granted to the Collateral Agent under the Security Documents shall have been made, including a mortgage or deed of trust made by the Borrower and interest on securing the Notes when and as Obligations against the same shall be due and payable, whether on an interest payment date, at maturity, real property owned or leased by acceleration, repurchase, redemption or otherwisethe Borrower, and interest on the overdue principal of, premium Administrative Agent shall have received evidence satisfactory to it that the Security Documents are in full force and interest on the Notes and performance of all other Obligations of the Issuer effect. The Administrative Agent and the Note Guarantors Collateral Agent shall have received: (i) Uniform Commercial Code search certificates from the jurisdictions in which Uniform Commercial Code financing statements are to be filed reflecting no other financing statements or filings which evidence Liens of other Persons in the Collateral which are prior to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Security Documents, according Liens granted to the terms hereunder or thereunder, shall be secured as provided Collateral Agent in the Security Documents, except for any such prior Liens (a) which define are expressly permitted by this Agreement to be prior or (b) for which the terms of the Liens that secure Secured Notes ObligationsCollateral Agent has received a termination statement; (ii) a Control Agreement with respect to each deposit account maintained by each Loan Party, subject to the terms of any Applicable Intercreditor Arrangement. The Trusteeduly executed by each Loan Party, the Issuer, Holdings and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust or otherwise for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant the applicable depositary bank; (iii) a Control Agreement with respect to each securities account maintained by each Loan Party, duly executed by each Loan Party, the Collateral Agent and the applicable securities intermediary; (iv) landlord consents in form and substance acceptable to the terms of Administrative Agent; (v) such other documents, instruments and agreements as the Collateral Agent may reasonably request to create and perfect the Liens granted to the Collateral Agent under the Security Documents and any Applicable Intercreditor Arrangement, and Documents; and (vi) such other evidence as the Notes Collateral Agent is hereby authorized may reasonably request to execute and deliver establish that the Security Documents (including any other agreements, deeds or other documents in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according Liens granted to the mandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, (i) grant a power of attorney in favor of the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents are perfected and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited prior to the enforcement Liens of the Collateral in the terms foreseen in the relevant Security Documents); and (3) execute any waiver, modification, amendment, renewal or replacement or any other document related to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or intended to be created by the Security Documents Persons in the Collateral. Such security interests will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory to the Trustee and the Notes Collateral Agent. (b) It is understood and agreed that prior to the Discharge of First Lien Obligations, (x) to the extent that the Controlling Collateral Agent is satisfied with or agrees to except for any deliveries or documents required such Liens which are expressly permitted by this Agreement to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby), the Trustee and the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents and (y) any possessory collateral required to be delivered to the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor Agreementprior.

Security Documents. (a) The due and punctual payment of Each Lender hereby further authorizes Administrative Agent to enter into the principal of, premium and interest on the Notes when and Security Documents as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwisesecured party, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Issuer and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure Secured Notes Obligations, subject to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings and accept the Subsidiary Guarantors hereby acknowledge Guaranty, in each case on behalf of and agree that the Notes Collateral Agent holds the Collateral in trust or otherwise for the benefit of the Holders, the Trustee Lenders and the Notes Collateral Agent and pursuant agrees to be bound by the terms of the Security Documents and the Subsidiary Guaranty; provided that Administrative Agent shall not enter into or consent to any Applicable Intercreditor Arrangementmaterial amendment, and the Notes Collateral Agent is hereby authorized to execute and deliver modification, termination or waiver of any provision contained in the Security Documents or the Subsidiary Guaranty without the prior consent of Requisite Lenders (including any or such greater number of Lenders as might be required under subsection 10.6); provided further, that anything in this Agreement or the other agreements, deeds or other documents in relation theretoLoan Documents to the contrary notwithstanding: (i) Administrative Agent is authorized on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate andLenders, specifically, those deemed necessary or appropriate according to without the mandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement necessity of any Spanish Security Documentsnotice to or further consent from the Lenders, (i) grant a power of attorney in favor of the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended from time to time in accordance to take any action with their terms and this Indenture and respect to any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into or the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited to the enforcement of the Collateral in the terms foreseen in the relevant Security Documents); and (3) execute any waiver, modification, amendment, renewal or replacement or any other document related to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as which may be reasonably required by the next sentence of this Section 12.01, necessary to assure perfect and confirm to the Notes Collateral Agent maintain perfected the security interest in and Liens upon the Collateral contemplated hereby, by granted pursuant to the Security Documents Documents. (ii) The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by Administrative Agent upon any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and Collateral (a) upon termination of the Notes secured herebyCommitments and payment in full of the Loans and all other Obligations payable under this Agreement and under any other Loan Document; (b) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder or under the Security Documents; (c) constituting property in which any Obligor owned no interest at the time the Lien was granted or at any time thereafter; (d) constituting property leased to any Credit Party under a lease which has expired or been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, according and is not intended by such Credit Party to be, renewed or extended; (e) consisting of an instrument evidencing Indebtedness if the intent and purposes herein expressedIndebtedness evidenced thereby has been paid in full; or (f) if otherwise approved, authorized or ratified in writing by Requisite Lenders, subject to subsection 10.6. The Issuer and Upon request by Administrative Agent at any time, Lenders will confirm in writing Administrative Agent’s authority to release particular types or items of Collateral pursuant to this subsection 9.6. (iii) Without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (a) release any Subsidiary Guarantor from the Note Guarantors shall, at their sole expense, take Subsidiary Guaranty if all actions of the Capital Stock of such Subsidiary Guarantor is sold to any Person (including filing Uniform Commercial Code and other financing statements, mortgages and deeds than an Affiliate of trustBorrower) that may be required under applicable lawpursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented, or that (b) subordinate the Trustee or the Notes Collateral Agent may reasonably requestLiens of Administrative Agent, in order on behalf of Lenders, to ensure the creation, perfection any Liens permitted by subsection 7.2A(i) (solely with respect to clauses (v) and priority (or continuance thereofvii) of the security interests created or intended to be created by the Security Documents in the Collateral. Such security interests will be created under the Security Documents definition of Permitted Encumbrances), and other security agreements, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory to the Trustee and the Notes Collateral Agent. (b) It is understood and agreed that prior to the Discharge of First Lien Obligationssubsections 7.2A(iii), (x) to the extent that the Controlling Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Dateiv) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby(v), the Trustee and the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents and (y) any possessory collateral required to be delivered to the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor Agreement.

Security Documents. (a) The As security for the due and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance repayment of all other Obligations of the Issuer and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure Secured Notes Obligations, subject to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust or otherwise for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and any Applicable Intercreditor Arrangement, and the Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents (including any other agreements, deeds or other documents in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, (i) grant a power of attorney in favor of the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended sums from time to time in accordance with their terms payable to the Bank, the Borrower shall ensure and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs procure that the Notes Collateral Agent to: (1) enter into the following Security Documents are duly executed and, where required properly registered in favour of the Bank at the time specified herein or otherwise as required by the Bank and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; ensure that such security, apart from this Agreement, consists of (2a) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents A Master Swap Agreement and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers relevant Schedule attached thereto (the “Master Swap Agreement”) executed by the Borrower in form and discretions (including but not limited substance satisfactory to the enforcement of Bank; (b) A Master Agreement Security Deed (the Collateral in “Master Agreement Security Deed”) executed or (as the terms foreseen in the relevant Security Documents); and (3context may require) execute any waiver, modification, amendment, renewal or replacement or any other document related to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any Borrower in favour of the other Security Documents and this Indenture, Bank; (c) A Corporate Guarantee from the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or intended to be created by the Security Documents in the Collateral. Such security interests will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents Corporate Guarantor in form reasonably and substance satisfactory to the Trustee Bank (the “Corporate Guarantee”); (d) A duly registered First Preferred Mortgage over the Vessel providing on the basis of the provisions of the applicable law the highest degree of security for the Bank (the “Mortgage”); (e) A first Priority General Assignment of all the Insurances, Earnings and Requisition Compensation for the Notes Collateral AgentVessel in form and substance satisfactory to the Bank and respective notices of assignment and acknowledgements thereof (the “General Assignment”); (f) Specific assignments of the benefit of any charter of more than twelve (12) calendar months’ duration in respect of the Vessel chartered and respective notices and acknowledgements thereof (the “Specific Assignment”). (bg) It is understood Pledge agreement(s) in form and agreed that prior substance satisfactory to the Discharge of First Lien Obligations, Bank executed or (xas the context may require) to be executed by the extent that Borrower or by the Controlling Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided Corporate Guarantor in favour of the Bank creating security in respect of any matters relating the Operating Account for the Vessel (the “Operating Account Pledge(s)”) (h) A pledge agreement in form and substance satisfactory to the Collateral Bank executed or makes any determination (as the context may require) to be executed by the Borrower in favour of the Bank in respect of any matters relating the Retention Account (the “Retention Account Pledge”); (i) Manager’s undertaking in form and substance satisfactory to the Collateral (including, without limitation, extensions of time or waivers for Bank pursuant to which the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest Manager will subrogate its rights to the relevant Secured Parties afforded therebyLoan throughout the Facility Period (the “Manager’s Undertaking”), the Trustee and the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents and (y) any possessory collateral required to be delivered to the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor Agreement.

Security Documents. (a) The In order to secure the due and punctual payment of the principal ofprincipal, premium premium, if any, and interest on the Notes 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, premium of and interest on the Notes and performance of all other Obligations obligations of the Issuer Company and the Note Guarantors to the Holders or the Trustee under this Indenture, the NotesNotes and the Guarantees, the Note GuaranteesCompany and the Guarantors have, any Applicable Intercreditor Arrangement on the Issue Date simultaneously with the execution and delivery of this Indenture, entered into the Security Documents. The Security Documents (both individually and taken together as a whole) and the Liens granted thereunder, according shall, at all times that any obligations under the Notes, Guarantees or this Indenture are outstanding, be no less favorable to the terms hereunder or thereunder, shall be secured as provided in Second Priority Senior Secured Parties (subject only to the Security Documents, which define the terms provisions of the Liens that secure Secured Notes Obligations, subject to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust or otherwise for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and any Applicable Intercreditor Arrangement, and the Notes Collateral Agent is hereby authorized to execute and deliver Agreement) than the Security Documents (including any other agreementsboth individually and taken together as a whole) and the Liens granted thereunder, deeds or other documents in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate andentered into and granted, specificallyas the case may be, those deemed necessary or appropriate according to the mandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, (i) grant a power of attorney in favor of the Notes Collateral Agent entitling it First Priority Senior Secured Parties. Any Person which, after the Issue Date, becomes a Guarantor under this Indenture, shall, upon becoming a Guarantor under this Indenture, become a party to grant, perfect, register, novate, enforce and/or cancel each applicable Security Document with respect to the relevant Spanish Security Documents and (ii) notarize and apostille assets or property of such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdictionPerson, if notany, to carry out that secure the proper legalization process in order for Obligations of such power of attorney to be valid in Spain)Person under any Senior Secured Indebtedness. Each Holder, by accepting a Note, consents and agrees to all of the terms and provisions of the Security Documents (including the provisions providing for the possessionDocuments, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended from time to time in accordance with their pursuant to the terms of the Security Documents and this Indenture and any Applicable Intercreditor ArrangementIndenture, and authorizes and directs the Notes Collateral Agent to: (1) Trustee to enter into the Security Documents on its behalf and any Applicable Intercreditor Arrangement on behalf of such Holder, to appoint the Collateral Agent to serve as collateral agent and representative of the Trustee and such Holder thereunder and in accordance therewith and to perform its obligations and exercise its rights thereunder and in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited . The Company shall deliver to the enforcement Trustee copies of all documents delivered to the Collateral in the terms foreseen in the relevant Security Documents); and (3) execute any waiver, modification, amendment, renewal or replacement or any other document related Agent pursuant to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor ArrangementDocuments, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the next sentence provisions of this Section 12.01the Security Documents, to assure and confirm to the Notes 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 Notes and Guarantees secured herebythereby, according to the intent and purposes herein and therein expressed. The Issuer Company and the Note Guarantors shallshall take, at their sole expenseupon the written request of the Collateral Agent or the Trustee (to the extent the Trustee is permitted to make such request under the Security Documents), take any and all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be reasonably required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or intended to be created by cause the Security Documents to create and maintain, as security for the obligations of the Company under this Indenture, the Notes and the Guarantees, a valid and enforceable perfected Lien on and security interest in all of the Collateral, in favor of the Collateral Agents for the benefit of the Second Priority Senior Secured Parties. The Trustee shall, upon receipt of an Officers' Certificate designating any amendment, refinancing successor or replacement agreement to the Credit Facility as a Credit Facility pursuant to the definition of Credit Facility, (i) acknowledge in writing to the Company that, as may be requested in the Collateral. Such security interests will be created under Officers' Certificate, the Security Documents and other security agreementsand, mortgagesif applicable, deeds of trust and other instruments and documents in form reasonably satisfactory the Intercreditor Agreement shall be applicable to the Trustee obligations of the Company or any of its Subsidiaries pursuant to such Credit Facility, or (ii) execute new Security Documents and, if applicable, an intercreditor agreement on substantially identical terms as the existing Security Documents and Intercreditor Agreement, with such changes therein as are necessary to reflect such Credit Facility and the Notes Collateral Agent. (b) It is understood and agreed that prior to the Discharge of First Lien Obligations, (x) to the extent that the Controlling parties thereto. Any collateral held by a Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided (as defined in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers applicable Security Documents) for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Second Priority Senior Secured Parties afforded thereby), the Trustee and the Notes shall constitute Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment for purposes of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents and (y) any possessory collateral required to be delivered to the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor AgreementIndenture.

Security Documents. (a) The due and punctual payment of the principal of, premium and interest on the Notes when and as the same Borrower shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Issuer and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure Secured Notes Obligations, subject to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust or otherwise for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and any Applicable Intercreditor Arrangement, and the Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents following security documents, as applicable (including collectively, the “Security”): (a) a demand debenture granting a first ranking Lien, subject to Permitted Liens, security interest and floating charge over all of the assets and property of the Borrower, subject to such exclusions as may be provided for therein, to be registered in the personal property registries in all appropriate jurisdictions and, at the request of the Required Lenders made at a time when an Event of Default has occurred and is continuing or any event, circumstance, occurrence or change which has had or is reasonably expect to have a Material Adverse Effect, in such land title offices or other real property registries as may be necessary to constitute a fixed charge over the real property interests subject thereto; (b) a deed of hypothec granting a first ranking Lien, subject to Permitted Liens, over all of the assets and property of the Borrower, subject to such exclusions as may be provided for therein, to be registered in the Register of Personal and Movable Real Rights (Quebec) and, at the request of the Required Lenders made at a time when an Event of Default has occurred and is continuing or any event, circumstance, occurrence or change which has had or is reasonably expect to have a Material Adverse Effect, in such land registry offices or other real property registries as may be necessary to constitute a first ranking Lien, subject to Permitted Liens, over the real property interests subject thereto; (c) a debenture pledge agreement between the Borrower and the Administrative Agent in respect of the demand debenture of the Borrower referred to in paragraph (a) above; (d) if requested by the Administrative Agent in accordance with Section 12.7, such other documents and instruments providing a fixed charge in accordance with Section 12.7; and (e) such further security agreements, deeds or other documents in relation thereto) on behalf instruments of all Holders (expressly including appearing before Spanish notaries assignment, transfer, mortgage, pledge or charge as the Lenders may reasonably request to grant or execute any Spanish public document or private document related to this mandate andeffectively secure the undertaking, specifically, those deemed necessary or appropriate according to the mandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, (i) grant a power of attorney in favor property and assets of the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited to the enforcement of the Collateral Borrower in the terms foreseen manner contemplated in the relevant Security Documents); and paragraphs (3a) execute any waiver, modification, amendment, renewal or replacement or any other document related to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions through (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trustc) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or intended to be created by the Security Documents in the Collateral. Such security interests will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory to the Trustee and the Notes Collateral Agentabove. (b) It is understood and agreed that prior to the Discharge of First Lien Obligations, (x) to the extent that the Controlling Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby), the Trustee and the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents and (y) any possessory collateral required to be delivered to the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor Agreement.

Security Documents. (a) The due and punctual payment Upon delivery of the principal of, premium and a security interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Issuer and the Note Guarantors to the Holders Agent or any other lender which is a party to the Trustee under this IndentureCredit Agreement, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Company will concurrently enter into a substantially similar Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure Secured Notes Obligations, subject to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust or otherwise Document for the benefit of the Holdersholders of the Notes, and within three Business Days thereafter will deliver to each of the Trustee and holders of the Notes Collateral Agent the following items: (a) an executed counterpart of such Security Document or joinder agreement in respect of an existing Security Document, as appropriate; (b) to the extent a similar certificate is delivered pursuant to the Credit Agreement, a certificate signed by the President, a Vice President or another authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.1, 5.2, 5.6 and 5.7, but with respect to such Security Document, as applicable; (c) to the extent documents or evidence are delivered pursuant to the Credit Agreement, such documents and evidence with respect to the Company as any holder of the Notes may reasonably request in order to establish the authorization of the transactions contemplated by such Security Document; (d) to the extent an opinion is delivered pursuant to the terms of the Credit Agreement, an opinion of counsel satisfactory to the Required Holders to the effect that such Security Documents Document has been duly authorized, executed and any Applicable delivered and constitutes the legal, valid and binding contract and agreement of the Company enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles and that the security interest granted therein is effective and has been perfected; and (e) an executed counterpart of an intercreditor agreement or amendment in respect of the Intercreditor ArrangementAgreement, and as necessary, among the holders of the Notes Collateral Agent and each such Person to which the Company is hereby authorized to execute and deliver then delivering a Security Document giving rise the Security Documents (including any other agreements, deeds or other documents in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate received, including, but not limited to, amendments or ratifications requirements of this IndentureSection 9.10, which agreement or amendment, as the Security Documents or any other document related theretocase may be, all shall provide that the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by proceeds from the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish such Security Documents, (i) grant a power of attorney in favor Document shall be shared on an equal and ratable basis with the holders of the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited to the enforcement of the Collateral in the terms foreseen in the relevant Security Documents); and (3) execute any waiver, modification, amendment, renewal or replacement or any other document related to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or intended to be created by the Security Documents in the Collateral. Such security interests will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory to the Trustee and the Notes Collateral AgentNotes. (b) It is understood and agreed that prior to the Discharge of First Lien Obligations, (x) to the extent that the Controlling Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby), the Trustee and the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents and (y) any possessory collateral required to be delivered to the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor Agreement.”

Security Documents. The Administrative Agent shall have received, in form and substance reasonably acceptable to it, executed counterparts of (ai) The due and punctual payment a Security Agreement, dated as of the principal ofClosing Date, premium duly executed and interest on delivered by each Obligor; and (ii) the Notes when English Debenture, in each case together with all documents (including share certificates, transfers and as the same shall stock transfer forms, notices or any other instruments) required to be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption delivered or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Issuer and the Note Guarantors to the Holders filed under or the Trustee under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and in connection with the Security Documents, according duly executed by the Borrower, Holdings and/or any other party, as applicable, and evidence satisfactory to it that arrangements have been made or will be made with respect to all registrations, notices or actions required under or in connection with the terms hereunder Security Documents to be effected, given or thereundermade in order to establish a valid and perfected first priority (subject to Permitted Priority Liens, shall be secured as provided and, in the Security Documents, which define the terms case of the Liens that secure Secured Notes Obligations, subject to the terms of any Applicable Intercreditor Arrangement. The TrusteeU.K. Obligor, the Issuer, Holdings Legal Reservations and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds Perfection Requirements) security interest in the Collateral in trust or otherwise for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to accordance with the terms of the Security Documents and any Applicable Intercreditor Arrangement, and the Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents (including any other agreements, deeds or other documents in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate receivedDocuments, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, as applicable: (i) grant a power delivery of attorney all certificates (in favor the case of Equity Interests that are certificated securities (as defined in the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel UCC)) evidencing the relevant Spanish Security Documents issued and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within outstanding capital securities owned by each Obligor that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney are required to be valid in Spain). Each Holder, by accepting a Note, consents pledged and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it so delivered under the Security Documents and the Applicable Intercreditor ArrangementAgreement, together with any other incidental rightswhich certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, powers and discretions (including but not limited to the enforcement of the Collateral or, in the terms foreseen case of Equity Interests that are uncertificated securities (as defined in the relevant Security DocumentsUCC); , confirmation and (3) execute any waiver, modification, amendment, renewal or replacement or any other document related to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or intended to be created by the Security Documents in the Collateral. Such security interests will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form evidence reasonably satisfactory to the Trustee Administrative Agent and the Notes Collateral Agent.Lenders that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent and the Lenders in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (bii) It is understood financing statements naming each Obligor as a debtor and agreed that prior the Administrative Agent as the secured party, or other similar instruments or documents, in each case suitable for filing, filed under the UCC (or equivalent law) of all jurisdictions as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Liens of the Administrative Agent pursuant to the Discharge Security Agreement; (iii) UCC-3 termination statements, Intellectual Property security agreement terminations and any other releases, if any, necessary to release all Liens and other rights of First Lien Obligations, any Person in any collateral described in the Security Agreement previously granted by any Person (xother than with respect to Permitted Liens); and (iv) to the extent that the Controlling Collateral Agent is satisfied with or agrees to any deliveries or documents all applicable Short-Form IP Security Agreements required to be provided in respect of any matters relating to under the Collateral or makes any determination in respect of any matters relating to the Collateral (includingSecurity Agreement, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby), the Trustee and the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment each dated as of the Controlling Collateral Agent in respect of any such matters under the Closing Date, duly executed and delivered by each applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents and (y) any possessory collateral required to be delivered to the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor AgreementObligor.

Security Documents. (ai) The due Security Agreement, duly executed and punctual payment delivered by the Borrower and Administrative Agent, and the results, dated as of a recent date prior to the Effective Date, of searches conducted in the UCC filing records in the jurisdiction in which the Borrower is located, which in each case shall have revealed no Liens with respect to any of the principal ofCollateral except Permitted Encumbrances or Liens as to which Administrative Agent shall have received (and is authorized to file) termination statements or documents (Form UCC-3 or such other termination statements or documents as shall be required by applicable law) fully executed or in appropriate form for filing. (ii) Evidence that all filings, premium registrations and interest recordings have been made in the appropriate governmental offices, and all other action has been taken, that Administrative Agent deems necessary or desirable in order to create, in favor of Administrative Agent on behalf of the Secured Parties, a perfected first-priority Lien on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Issuer and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided Collateral described in the Security Documents, which define the terms of the Liens that secure Secured Notes ObligationsAgreement, subject to no other Liens except for Permitted Encumbrances, including the terms receipt of any Applicable Intercreditor Arrangement. The Trusteefully executed Control Agreements as required hereby, the Issuer, Holdings and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust or otherwise for the benefit of the Holders, the Trustee and the Notes Collateral Agent and Access Agreements required to be delivered pursuant to the terms of Security Agreement. (iii) The Canadian Security Agreement duly executed and delivered by the Security Documents Borrower and any Applicable Intercreditor ArrangementAdministrative Agent, and the Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents (including any other agreementsresults, deeds or other documents in relation thereto) on behalf dated as of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according a recent date prior to the mandate receivedEffective Date, includingof searches conducted in the PPSA filing records in the provinces in which any personal property Collateral is located, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above which in each case shall have revealed no Liens with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation respect to any eventual enforcement of any Spanish Security Documents, (i) grant a power of attorney in favor of the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited to the enforcement of the Collateral except Permitted Encumbrances or Liens as to which Administrative Agent shall have received (and is authorized to file) termination statements or documents (PPSA terminations or equivalent or such other termination statements or documents as shall be required by applicable law) fully executed or in appropriate form for filing. (iv) The German Security Agreement duly executed and delivered by the terms foreseen in Borrower and Administrative Agent. Without limiting the relevant Security Documents); and (3) execute any waiverforegoing, modificationthe Borrower shall deliver: all promissory notes, amendmentif any, renewal or replacement or any other document related evidencing all Indebtedness owed to the Borrower as of the Effective Date after giving effect to the Transactions to the extent required to be pledged pursuant to the Security Documents expressed Agreement, and instruments of transfer, endorsed in blank, with respect to such promissory notes; and all documentation, including UCC Financing Statements, PPSA financing statements or their equivalent required by law or reasonably requested by Administrative Agent to be executed by filed, registered or recorded to create or perfect the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or Liens intended to be created by the Security Documents in the Collateral. Such security interests will be created under the Security Documents and other security agreementsAgreement, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory to the Trustee and the Notes Collateral Agent. (b) It is understood and agreed that prior to the Discharge of First Lien Obligations, (x) to the extent that the Controlling Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, Canadian Security Agreement or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby), the Trustee and the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and the German Security Documents and (y) any possessory collateral required to be delivered to the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor Agreement.

Security Documents. (a) The due and punctual payment Each of the principal ofSecurity Documents has been duly authorized by the Obligors and, premium when executed and interest on delivered by such Obligors, will (assuming the Notes when due authorization, execution and delivery in accordance with its terms by each of the other parties thereto) constitute a legally valid and binding agreement of the Obligors, enforceable against each of the Obligors in accordance with its terms, except as the same shall enforcement thereof may be due limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the rights and payableremedies of creditors or by general equitable principles. The Security Documents, whether on an interest payment datewhen executed and delivered in connection with the sale of the Securities, at maturitywill create in favor of the Collateral Trustee for the benefit of itself, by accelerationthe Trustee, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on holders of the Notes and performance the other secured parties, valid and enforceable security interest in and liens on the Collateral and, upon the filing of all other Obligations Uniform Commercial Code financing statements in the applicable United States jurisdictions and the taking of the Issuer and the Note Guarantors to the Holders or the Trustee under this Indentureother actions, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Security Documents, according to the terms hereunder or thereunder, shall be secured in each case as provided further described in the Security Documents, which define the terms security interests in and liens on the rights, title and interest of the Liens that secure Secured Notes ObligationsObligors in such Collateral will be perfected security interests and liens, subject superior to and prior to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust or otherwise for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and any Applicable Intercreditor Arrangement, and the Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents (including any other agreements, deeds or other documents in relation thereto) on behalf liens of all Holders (expressly including appearing before Spanish notaries to grant third persons other than the Permitted Liens or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, (i) grant a power of attorney in favor of the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited to the enforcement of the Collateral in the terms foreseen otherwise provided in the relevant Security Documents); Document. Any certificate signed by an officer of an Obligor and (3) execute any waiver, modification, amendment, renewal or replacement or any other document related delivered to the Security Documents expressed Initial Purchaser or to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available counsel for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or intended to be created by the Security Documents in the Collateral. Such security interests will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory to the Trustee and the Notes Collateral Agent. (b) It is understood and agreed that prior to the Discharge of First Lien Obligations, (x) to the extent that the Controlling Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby), the Trustee and the Notes Collateral Agent Initial Purchasers shall be deemed to be satisfied with a representation and warranty by such deliveries and/or documents Obligor to each Initial Purchaser as to the matters set forth therein. Each Obligor acknowledges and agrees that the judgment Initial Purchasers and, for purposes of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents and (y) any possessory collateral required opinions to be delivered to the Notes Collateral Agent shall be deemed Initial Purchasers pursuant to be delivered to Sections 5(c) and 5(d), counsel for the Notes Collateral Agent if Obligors and counsel for the same has been delivered to Initial Purchasers, respectively, may rely upon the Controlling Collateral Agent acting as gratuitous bailee accuracy of the Notes Collateral Agent pursuant representations and warranties of the Obligors and compliance by the Obligors with their agreements set forth herein, and each Obligor hereby consents to the Applicable Intercreditor Agreementsuch reliance.

Security Documents. (a) The due Each Lender hereby further authorizes Administrative Agent, on behalf of and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Issuer and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure Secured Notes Obligations, subject to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust or otherwise for the benefit of 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 Administrative Agent shall not (i) enter into or consent to any written amendment, the Trustee and the Notes modification, termination or waiver of any provision contained in any Security Document, or (ii) release any Collateral Agent and (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Security Documents and Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 11.4, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any Applicable Intercreditor Arrangement, and documents or instruments necessary to (a) release any Lien encumbering any item of Collateral that is the Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents (including any other agreements, deeds subject of a sale or other documents in relation thereto) on behalf disposition of all Holders (expressly including appearing before Spanish notaries assets permitted by this Agreement or that is otherwise required to grant or execute any Spanish public document or private document related be released pursuant to this mandate and, specifically, those deemed necessary Agreement or appropriate according to which Requisite Lenders have otherwise consented. Anything contained in any of the Loan Documents to the mandate receivedcontrary notwithstanding, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Administrative Agent in relation to any eventual enforcement of any Spanish Security Documents, (i) grant a power of attorney in favor of the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within each Lender hereby agree that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into no Lender shall have any right individually to realize upon any of the Collateral under any Security Documents Document, it being understood and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the agreed that all rights and powers and discretion that are specifically given to it remedies under the Security Documents may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof, and (2) in the Applicable Intercreditor Arrangement, together with event of a foreclosure by Administrative Agent on any other incidental rights, powers and discretions (including but not limited to the enforcement of the Collateral in the terms foreseen in the relevant Security Documents); and (3) execute any waiverpursuant to a public or private sale, modification, amendment, renewal or replacement Administrative Agent or any other document related Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, use and apply any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things Obligations as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and a credit on account of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, purchase price for any collateral payable by Administrative Agent at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or intended to be created by the Security Documents in the Collateral. Such security interests will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory to the Trustee and the Notes Collateral Agentsuch sale. (b) It is understood and agreed that prior to the Discharge of First Lien Obligations, (x) to the extent that the Controlling Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby), the Trustee and the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents and (y) any possessory collateral required to be delivered to the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor Agreement.

Security Documents. The Administrative Agent shall have received (ai) The due a reaffirmation agreement, executed and punctual payment delivered by an authorized officer of the principal of, premium Company and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all each other Obligations of the Issuer and the Note Guarantors Loan Party that is party to the Holders or Existing Credit Agreement, reaffirming each such Loan Party’s respective obligations with respect to each Security Document, (ii) certificates, if any, representing the Trustee under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Security Documents, according to the terms hereunder or thereunder, shall be secured Pledged Equity (as provided defined in the Security DocumentsAgreement) accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt (as defined in the Security Agreement) indorsed in blank, which define in each case, other than any such certificates, stock powers, and instruments already in the terms possession of the Liens that secure Secured Notes Obligations, subject to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Administrative Agent holds the Collateral in trust or otherwise for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and any Applicable Intercreditor ArrangementAgreement, and the Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents (including any other agreements, deeds or other documents in relation theretoiii) on behalf of all Holders each document (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate received, including, but not limited towithout limitation, amendments or ratifications of this Indenture, any Uniform Commercial Code financing statement) required by the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) under law or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so reasonably requested by the Trustee Administrative Agent to be filed, registered or the Notes Collateral Agent recorded in relation order to any eventual enforcement of any Spanish Security Documents, (i) grant a power of attorney create in favor of the Notes Collateral Administrative Agent, for the benefit of the Lenders, a perfected Lien on the collateral described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 7.02), which shall have been filed, registered or recorded or shall have been delivered to the Administrative Agent entitling in proper form for filing, registration or recordation (it being understood that no account control agreements or landlord waivers shall be required to grantbe obtained or otherwise delivered by any of the Loan Parties); provided that if, perfectnotwithstanding the use by the Loan Parties of commercially reasonable efforts to deliver to the Administrative Agent the certificates, register, novate, enforce and/or cancel the relevant Spanish Security Documents undated stock powers and instruments required by clause (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees above or updated Intellectual Property short-form security agreements required pursuant to the terms of the Security Documents Agreement, such certificates, stock powers, instruments or Intellectual Property short-form security agreements are not delivered as of the Third Restatement Effective Date, delivery of such items shall not be a condition to the agreement of each Lender to make the extension of credit requested to be made by it (including but shall be required to be satisfied within 30 days of the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement Third Restatement Effective Date (or such later date as the same Administrative Agent may be agree in effect or may be amended from time its sole discretion)). In addition, the Administrative Agent shall have received the results of recent lien searches in each relevant jurisdiction with respect to time in accordance with their terms the Company and this Indenture and any Applicable Intercreditor Arrangementits subsidiaries, and authorizes and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited to the enforcement of the Collateral in the terms foreseen in the relevant Security Documents); and (3) execute any waiver, modification, amendment, renewal or replacement or any other document related to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, such searches shall reveal no Liens on any of the other Security Documents and this Indenture, assets of the Applicable Intercreditor Arrangement shall control. The Issuer will do Company or cause its subsidiaries except for Liens permitted by Section 7.02 or Liens to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, discharged pursuant to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents documentation or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or intended to be created by the Security Documents in the Collateral. Such security interests will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form arrangements reasonably satisfactory to the Trustee and the Notes Collateral Administrative Agent. (b) It is understood and agreed that prior to the Discharge of First Lien Obligations, (x) to the extent that the Controlling Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby), the Trustee and the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents and (y) any possessory collateral required to be delivered to the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor Agreement.

Security Documents. (a) The due and punctual payment of the principal of, premium on, if any, and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest on the Notes and performance of all other Notes Obligations of the Issuer Company and the Note Subsidiary Guarantors to the Holders of the Notes or the Trustee under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Security Documentsand/or Collateral Agent (as applicable), according to the terms hereunder or thereunderof this Indenture, the Notes and the Note Guarantees, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure Secured the Notes Obligations, subject Obligations with respect to the terms of any Applicable Intercreditor Arrangement. Notes. (b) The Trustee, the Issuer, Holdings Company and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust or otherwise for the benefit of the HoldersHolders of the Notes, the Trustee and the Notes Collateral Agent and Agent, pursuant to the terms of the Security Documents and any Applicable the Intercreditor ArrangementAgreement. (c) Subject to the Intercreditor Agreement and except as provided in Section 4.14 hereof, and the Notes Company shall deliver to the Collateral Agent is hereby authorized to execute and deliver the Security Documents (including any other agreements, deeds or other documents in relation thereto) on behalf copies of all Holders (expressly including appearing before Spanish notaries documents required to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according be filed pursuant to the mandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, (i) grant a power of attorney in favor of the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited to the enforcement of the Collateral in the terms foreseen in the relevant Security Documents); and (3) execute any waiver, modification, amendment, renewal or replacement or any other document related to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as may be reasonably necessary, proper, or as may be required by the next sentence of this Section 12.01Security Documents, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes expressed herein expressedand in the Security Documents. The Issuer On or following the Issue Date and subject to (i) the Intercreditor Agreement and (ii) Section 4.14 hereof, the Company and the Note Guarantors shallshall execute any and all further documents, at their sole expensefinancing statements (including continuation statements and amendments to financing statements), agreements and instruments, make all filings (including filings of financing statements under the UCC and continuation statements and amendments to such financing statements that may be necessary to continue the effectiveness of such financing statements), and take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) further action that may be required under applicable law, law (or that as may be requested by the Trustee or the Notes Collateral Agent may reasonably Agent, without either being obligated whatsoever to make any such request, ) in order to ensure grant, preserve, maintain, protect and perfect (or continue the creation, perfection of) the validity and priority (or continuance thereof) of the Liens and security interests created or intended to be created by the Security Documents in the Collateral. Such security interests will be created under the Security Documents , subject to Permitted Liens and other security agreements, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory subject to the Trustee and the Notes Collateral Agent. (b) It is understood and agreed that prior to the Discharge of First Lien Obligations, (x) to the extent that the Controlling Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby), the Trustee and the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment terms of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents and (y) any possessory collateral required to be delivered to the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor Agreement.

Security Documents. (a) The due and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Issuer and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure Secured Notes Obligations, subject to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings and the Subsidiary Guarantors Borrower hereby acknowledge and agree agrees that the Notes Collateral Agent holds Borrower shall use its commercially reasonable efforts to obtain the Collateral in trust or otherwise for necessary approvals from the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and any Applicable Intercreditor Arrangement, and the Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents (including any other agreements, deeds or other documents in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, (i) grant a power of attorney in favor of the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process applicable Gaming Authority in order for such power of attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited to the enforcement of the Collateral in the terms foreseen in the relevant Security Documents); and (3) execute any waiver, modification, amendment, renewal or replacement or any other document related to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do pledge or cause to be done pledged all such acts capital stock of ACLVI and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm CPI pursuant to the Notes Collateral Agent Pledge Agreement and to cause the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time restrictions on transfers and agreements not to time constituted, so as to render the same available for the security encumber stock of ACLVI and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or intended CPI to be created applicable by the Security Documents in the Collateralno later than March 31, 2001. Such security interests will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory to the Trustee and the Notes Collateral Agent. (b) It is understood and agreed that (x) in the event the Disposition has not occurred on or prior to March 31, 2001, on such date, and subject to receipt of approval from the Discharge applicable Gaming Authority, the Borrower shall pledge or cause to be pledged all capital stock of First ACLVI pursuant to the Pledge Agreement and cause such Person to enter into a guaranty substantially similar to the Subsidiary Guaranty and additional security documents substantially similar to the Security Documents (to the extent applicable) granting a Lien Obligationson its assets (including, without limitation, The Reserve) and (y) the Borrower shall cause the stock of CPI to pledged to the Collateral Agent pursuant to the Pledge Agreement as promptly as possible following receipt of the approval therefore from the relevant Gaming Authority. In addition, the parties hereto acknowledge that certain notice filings with respect to the Transaction need to be 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 filings in a timely manner and 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 otherwise provided in the Credit Documents)); provided, that (x) to the extent that any representation and warranty would not be true because the Controlling Collateral Agent is satisfied with foregoing actions were not taken, or agrees to any deliveries or documents conditions were not satisfied, on the Initial Borrowing Date, the respective representation and warranty shall be required to be provided true and correct in respect of any matters relating to all material respects at the Collateral time the respective action is taken or makes any determination in respect of any matters relating to the Collateral condition is satisfied (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby), the Trustee and the Notes Collateral Agent shall be deemed was required to be satisfied taken or satisfied) in accordance with such deliveries and/or documents and the judgment foregoing provisions of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents Section 13.17 and (y) any possessory collateral all representations and warranties relating to the Security Documents shall be required to be delivered to true immediately after the Notes Collateral Agent shall be deemed actions required to be delivered taken, or the conditions required to the Notes Collateral Agent if the same has be satisfied, by this Section 13.17 have been delivered taken or satisfied (or were required to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor Agreementbe taken or satisfied).

Security Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, within one Business Day of the Closing Date (or, solely with respect to clause (b), such later date as shall be reasonably acceptable to the Administrative Agent) the Borrower shall have caused to be delivered to the Administrative Agent (a) The due the Security Agreement, duly executed and punctual payment of delivered by the principal ofBorrower, premium and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all each other Obligations of the Issuer Loan Party and the Note Guarantors to Administrative Agent, (b) certificates, if any, representing the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Security Documents, according to the terms hereunder or thereunder, shall be secured Pledged Equity (as provided defined in the Security Documents, which define Agreement) accompanied by undated stock powers executed in blank and instruments evidencing the terms of the Liens that secure Secured Notes Obligations, subject to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral Pledged Debt (as defined in trust or otherwise for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and any Applicable Intercreditor Arrangement, and the Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents (including any other agreements, deeds or other documents Agreement) indorsed in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documentsblank, (ic) grant a power of attorney in favor of the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited to the enforcement of the Collateral in the terms foreseen in the relevant Security Documents); and (3) execute any waiver, modification, amendment, renewal or replacement or any other each document related to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or intended to be created by the Security Documents in the Collateral. Such security interests will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory to the Trustee and the Notes Collateral Agent. (b) It is understood and agreed that prior to the Discharge of First Lien Obligations, (x) to the extent that the Controlling Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions any Uniform Commercial Code financing statement) required by the Security Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of time or waivers the Administrative Agent, for the creation benefit of the Lenders, a perfected Lien on the collateral described therein, prior and perfection of security interests in, or the obtaining of title insurance, legal opinions or superior in right to any other deliverables Person (other than with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded therebyLiens expressly permitted by Section 7.02), the Trustee and the Notes Collateral Agent which shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents and (y) any possessory collateral required to be delivered to the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has have been delivered to the Controlling Collateral Administrative Agent acting as gratuitous bailee in proper form for filing, registration or recordation (it being understood that no account control agreements or landlord waivers shall be required to be obtained or otherwise delivered by any of the Notes Collateral Loan Parties), and (d) a written opinion (addressed to the Administrative Agent, the Issuing Lenders and the Lenders and dated the Closing Date) of L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent, covering such other matters relating to the Loan Parties, this Agreement or the Transactions as the Administrative Agent shall reasonably request (and the Borrower hereby instructs such counsel to deliver such opinion to the Lenders and the Administrative Agent). In addition, the Administrative Agent shall have received the results of recent lien searches in each relevant jurisdiction with respect to the Loan Parties, and such searches shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by Section 7.02 or Liens to be discharged pursuant to documentation or arrangements reasonably satisfactory to the Applicable Intercreditor AgreementAdministrative Agent.

Security Documents. (a) The due On the Initial Borrowing Date, each Credit Party shall have duly authorized, executed and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Issuer and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure Secured Notes Obligations, subject to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust or otherwise for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of delivered the Security Documents to which it is a party (each document listed on Schedule 10, as amended, modified or supplemented from time to time, a "Security Document") and any Applicable Intercreditor Arrangement, and the Notes Collateral Agent is hereby authorized shall have delivered to execute and deliver the Security Documents (including any other agreements, deeds or other documents in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security DocumentsAgent, (i) grant a power copies of attorney in favor of the Notes Collateral Agent entitling it to granteach executed Security Document, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power all of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdictionPledged Securities, if notin physical form, referred to carry out the proper legalization process in order for therein then owned by such power of attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor ArrangementCredit Party, together with any other incidental rightsexecuted and undated stock powers, powers and discretions (including but not limited to the enforcement of the Collateral where applicable, in the terms foreseen in the relevant Security Documents); case of capital stock constituting Pledged Securities and (3iii) execute any waiver, modification, amendment, renewal or replacement or any other document related to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or intended to be created by the Security Documents in the Collateral. Such security interests will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form evidence reasonably satisfactory to the Trustee Agent of the registration of such Security Documents if the Pledged Securities pledged thereunder are not in physical form. The Banks shall have a first priority perfected security interest in all assets of the Borrowers and their respective Subsidiaries that are the subject of the Security Documents. To the extent that the Shares tendered pursuant to the Tender Offer are not capable of being delivered to the Security Agent under the applicable Security Document on the Initial Borrowing Date, the Security Agent shall be satisfied that it nevertheless has a first priority perfected security interest in such Shares, and the Notes Collateral Credit Parties shall have taken all action reasonably requested by the Security Agent in connection therewith, including by having the Depositary Agent for the Shares sign and deliver to the Security Agent a bailee letter in form and substance satisfactory to the Security Agent. (b) It is understood and agreed that With respect to each Borrower (with the exception of Fimalac S.A.) or Subsidiary the capital stock of which constitutes Pledged Security pursuant to a Security Document, on or prior to the Discharge of First Lien ObligationsInitial Borrowing Date, (x) the Credit Parties shall have provided evidence satisfactory to the extent Agent that any provisions in the Controlling Collateral by-laws or statuts, as the case may be, of such Borrower or Subsidiary that would impede or prevent the Security Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby), the Trustee and the Notes Collateral Agent Banks from enforcing such Security Document in accordance with its terms, including any clause d'agrement, have been amended or waived in accordance with applicable legal procedures or, as the case may be, procedures set forth in such by-laws or statuts (save in the case of the shares of Rhenameca, which waiver shall be deemed to be satisfied given in accordance with such deliveries and/or documents and Section 12.1.15(b)). In determining whether the judgment of the Controlling Collateral Agent condition set forth in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents and (y) any possessory collateral required to be delivered to the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor Agreement.Section 10.1.5

Security Documents. (a) The In order to secure the due and punctual payment of the principal ofprincipal, premium premium, if any, and interest and any Additional Amounts, if any, on the Notes Notes, when and as the same shall be due and payable, whether on an interest payment date, at maturitythe Stated Maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other Obligations obligations of the Issuer Company and the Note Guarantors to the Holders or the Trustee under this Indenture, the NotesNotes and the Guarantees, the Note GuaranteesCompany and the Guarantors have or will on or about the Issue Date, any Applicable Intercreditor Arrangement and entered into the Security Documents. The Security Documents (both individually and taken together as a whole) and the Liens granted thereunder, according shall, at all times that any obligations under the Notes, Guarantees or this Indenture are outstanding, be no less favorable to the terms hereunder or thereunder, shall be secured as provided in Second Priority Parties (subject only to the Security Documents, which define the terms provisions of the Liens that secure Secured Notes Obligations, subject to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust or otherwise for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and any Applicable Intercreditor Arrangement, and the Notes Collateral Agent is hereby authorized to execute and deliver Agreement) than the Security Documents (including any other agreementsboth individually and taken together as a whole) and the Liens granted thereunder, deeds or other documents in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate andentered into and granted, specificallyas the case may be, those deemed necessary or appropriate according to the mandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, (i) grant a power of attorney in favor of the Notes Collateral Agent entitling it First Priority Parties. Any Person which, after the Issue Date, becomes a Guarantor under this Indenture, shall, upon becoming a Guarantor under this Indenture, become a party to grant, perfect, register, novate, enforce and/or cancel a Security Document with respect to the relevant Spanish Security Documents and (ii) notarize and apostille assets or property of such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdictionPerson, if notany, that secure the Obligations of such Person under the Credit Agreement, the Private Placement Notes, any Refinancing thereof which is secured by a Lien or any Senior Debt referred to carry out the proper legalization process in order for such power of attorney to be valid in Spain)clause (c) below. Each Holder, by accepting a Note, consents and agrees to all of the terms and provisions of the Security Documents (including the provisions providing for the possessionDocuments, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended from time to time in accordance with their pursuant to the terms of the Security Documents and this Indenture and any Applicable Intercreditor ArrangementIndenture, and authorizes and directs the Notes Collateral Trustee, who shall in turn be authorized to instruct the Security Agent to: (1) to enter into the Security Documents on its behalf and any Applicable Intercreditor Arrangement on behalf of such Holder, to appoint the Security Agent to serve as security agent and representative of the Trustee and such Holder thereunder and in accordance therewith and to perform its obligations and exercise its rights thereunder and in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited . The Company shall deliver to the enforcement Trustee copies of the Collateral in the terms foreseen in the relevant Security Documents); and (3) execute any waiver, modification, amendment, renewal or replacement or any other document related all documents delivered to the Security Documents expressed Agent pursuant to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor ArrangementSecurity Documents, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the next sentence provisions of this Section 12.01the Security Documents, to assure and confirm to the Notes Collateral Trustee and the Security Agent 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 Notes and Guarantees secured herebythereby, according to the intent and purposes herein and therein expressed. The Issuer Company and the Note Guarantors shall take, upon the written request of the Security Agent or the Trustee (to the extent the Trustee is permitted to make such request under the Security Documents), any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the obligations of the Company and the Guarantors under this Indenture, the Notes and the Guarantees, a valid and enforceable perfected Lien on and security interest in all of the Collateral, in favor of the Security Agent for the benefit of the Second Priority Parties. (b) The Trustee shall, at upon receipt of an Officer’s Certificate of the Company or any Guarantor designating any amendment, refinancing successor or replacement agreement to any First Priority Debt as Senior Debt of the Company or such Guarantor pursuant to the definition of Senior Debt, (i) acknowledge in writing to the Company that, as may be requested in the Officer’s Certificate, the Security Documents and, if applicable, the Intercreditor Agreement shall be applicable to the obligations of the Company, such Guarantor or any of their sole expenserespective Subsidiaries pursuant to such Senior Debt, or (ii) execute new Security Documents and, if applicable, an intercreditor agreement on substantially identical terms as the existing Security Documents and Intercreditor Agreement, with such changes therein as are necessary to reflect such credit agreement and the parties thereto. Any collateral held by a Security Agent (as defined in the applicable Security Documents) for the benefit of the Second Priority Parties shall constitute Collateral for purposes of this Indenture. (c) From and after the Issue Date, if, following the release of a Lien on any Collateral securing the Notes and the Guarantees, any property or assets of the Company or any Guarantor is again made subject to a Lien to secure any Indebtedness owed to First Priority Parties, the Company or such Guarantor, as the case may be, shall concurrently grant Liens on no worse terms than Liens securing such Senior Debt, upon such asset or property as security for the Notes and the Guarantees and take all such actions (including the filing Uniform Commercial Code and other recording of financing statements, mortgages and deeds of trustother documents) that may be required under any applicable law, or that which the Trustee or the Notes Collateral Security Agent may reasonably request, in order to ensure perfect such Liens under the creationSecurity Documents, perfection and priority (or continuance thereof) all at the expense of the security interests created Company or intended to be created such Guarantors, as the case may be, including reasonable fees and expenses of counsel incurred by the Security Documents Agent in connection therewith; provided, however, that such Liens may be subordinated to the Collateral. Such security interests will be created Liens securing such Senior Debt on terms no worse than those described under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory to the Trustee and the Notes Collateral Agent. (b) It is understood and agreed that prior to the Discharge of First Lien Obligations, (x) to the extent that the Controlling Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby), the Trustee and the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents and (y) any possessory collateral required to be delivered to the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor Agreement.

Security Documents. (a) The due Security Agreement, duly executed and punctual payment delivered by the Credit Parties and Collateral Agent, and the results, dated as of a recent date prior to the Amendment Effective Date, of searches conducted in the UCC filing records in each of the principal ofgovernmental offices in each jurisdiction in which any Credit Party is located and the applicable governmental office in each jurisdiction in which any Collateral is located, premium which in each case shall have revealed no Liens with respect to any of the Collateral except Permitted Liens and interest except as to which Administrative Agent shall have received (and is authorized to file) termination statements or documents (Form UCC-3 or such other termination statements or documents as shall be required by applicable law) fully executed or in appropriate form for filing. In addition, Administrative Agent shall have received evidence that all filings, registrations and recordings have been made in the appropriate governmental offices, and all other action has been taken, that Administrative Agent deems necessary or desirable in order to create, in favor of Collateral Agent on behalf of the Banks, a perfected first-priority Lien on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Issuer and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided Collateral described in the Security Documents, which define the terms of the Liens that secure Secured Notes ObligationsAgreement, subject to no other Liens except for Permitted Liens. Without limiting the terms of any Applicable Intercreditor Arrangement. The Trusteeforegoing, each Credit Party shall deliver to Administrative Agent, to the Issuerextent not previously delivered to Administrative Agent: (x) all certificates, Holdings and if any, representing the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust or otherwise for the benefit Pledged Securities, promissory notes, if any, evidencing all Indebtedness owed to such Credit Party as of the Holders, Amendment Effective Date to the Trustee and the Notes Collateral Agent and extent required to be pledged pursuant to the terms Security Agreement (including Intercompany Notes required by Section 8.05(g) of the Security Documents and any Applicable Intercreditor ArrangementRestated Credit Agreement), and the Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents (including any other agreements, deeds or other documents in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, (i) grant a power of attorney in favor of the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and stock powers and discretion that are specifically given instruments of transfer, endorsed in blank, with respect to it under the Security Documents such stock certificates and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited to the enforcement of the Collateral in the terms foreseen in the relevant Security Documents)promissory notes; and (3y) execute any waiverall documentation, modification, amendment, renewal or replacement or any other document related to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other UCC financing statements, mortgages and deeds of trust) that may required by law or reasonably requested by Administrative Agent to be required under applicable lawfiled, registered or that recorded to create or perfect the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or Liens intended to be created by the Security Documents in the Collateral. Such security interests will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory to the Trustee and the Notes Collateral Agent. (b) It is understood and agreed that prior to the Discharge of First Lien Obligations, (x) to the extent that the Controlling Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby), the Trustee and the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents and (y) any possessory collateral required to be delivered to the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor Agreement.

Security Documents. (a) The due Each Borrower shall, and punctual payment shall cause each of the principal ofOperators and the Bareboat Charterers to, premium take all actions necessary or requested by the Administrative Agent to maintain each Security Document to which it is a party in full force and interest on effect and enforceable in accordance with its terms and to maintain and preserve the Notes when Liens created by such Security Documents and as the same shall be due priority thereof, including (i) making filings and payablerecordations, whether on an interest payment date(ii) making payments of fees and other charges, at maturity(iii) issuing and, by accelerationif necessary, repurchasefiling or recording supplemental documentation, redemption including continuation statements, (iv) discharging all claims or otherwiseother Liens adversely affecting the rights of any Secured Party in any Collateral, (v) publishing or otherwise delivering notice to third parties, (vi) depositing title documents and interest on the overdue principal of, premium and interest on the Notes and performance of (vii) taking all other Obligations actions either necessary or otherwise requested by the Administrative Agent to ensure that all Collateral (including any after-acquired Property of such Project Participant intended to be covered by any Security Document to which it is a party) is subject to a valid and enforceable first-priority Lien in favor of the Issuer and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure Secured Notes Obligations, subject to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust or otherwise for the benefit of the HoldersSecured Parties. In furtherance of the foregoing, (A) each Borrower shall, and shall cause each of the Trustee Operators and the Notes Collateral Agent and pursuant Bareboat Charterers to, ensure that all its after-acquired Property other than such Property not intended to be covered by such Security Documents shall become subject to the terms Lien of the Security Documents having the priority contemplated thereby promptly upon the acquisition thereof and any Applicable Intercreditor Arrangement(B) neither Borrower shall, and each Borrower shall cause each of the Notes Bareboat Charterers not to, open or maintain any bank account without first taking all such actions as may be necessary or otherwise requested by the Administrative Agent 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. (b) Each Borrower shall take all actions necessary to cause each Additional Project Document intended to be covered by a Security Document to which it is hereby authorized a party to be or become subject to the Liens of the Security Documents (whether by amendment to any Security Document, execution of a new Security Document or otherwise) in favor of the Collateral Agent, and shall deliver or cause to be delivered to the Administrative Agent such certificates or other documents with respect to each Additional Project Document as the Administrative Agent may reasonably request. Each Borrower shall, in the case of any Additional Material Project Document, cause each party to such Additional Material Project Document to execute and deliver a Consent Agreement with respect to such Additional Material Project Document and such legal opinions relating to such Additional Material Project Document as the Administrative Agent may reasonably request. Each Borrower shall, in the case of any Additional Project Document involving an amount of less than ten million Dollars ($10,000,000), deliver to the Administrative Agent such confirmation that such Additional Project Document is subject to the Security Documents as the Administrative Agent may reasonably request, but shall not be required to deliver any such Consent Agreement or legal opinion in respect of such Additional Project Document. (c) At such time as the Administrative Agent may reasonably determine, the Administrative Agent shall be entitled to obtain, at the Borrowers’ cost and expense, an opinion or opinions of legal counsel either stating that, in the opinion of such counsel, such action has been taken with respect to (i) amending or supplementing the Security Documents (or providing additional Security Documents, notifications or acknowledgments) as is necessary to subject all the Collateral (including any other agreements, deeds or other documents in relation thereto) on behalf after-acquired Property of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents Borrowers or any other document related thereto, all Project Participant intended to be covered by a Security Document) to the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, (i) grant a power of attorney in favor Lien of the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if A) the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms recordation of the Security Documents (including the provisions providing for the possessionincluding, usewithout limitation, release and foreclosure of Collateralany amendment or supplement thereto) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited to the enforcement of the Collateral in the terms foreseen in the relevant Security Documents); requisite documents and (3B) execute the execution and filing of any waiver, modification, amendment, renewal or replacement or any other document related financing statements and continuation statements as are necessary to maintain the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or intended Liens purported to be created by the Security Documents and reciting the details of such action or stating that, in the Collateralopinion of such counsel, no such action is necessary to maintain such Liens. Such security interests will be created under opinion or opinions of counsel shall also describe the recordation of the Security Documents and any other security agreements, mortgages, deeds of trust and other instruments and requisite documents in form reasonably satisfactory to the Trustee and the Notes Collateral Agent. (b) It is understood execution and agreed that prior to the Discharge of First Lien Obligations, (x) to the extent that the Controlling Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect filing of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation financing statements and perfection of security interests incontinuation statements, or the obtaining taking of title insuranceany other action that will, legal opinions or other deliverables with respect in the opinion of such counsel, be required to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after maintain the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby), the Trustee and the Notes Collateral Agent shall be deemed Liens purported to be satisfied with such deliveries and/or documents and the judgment of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and created by the Security Documents and (y) any possessory collateral required to be delivered to after the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee date of the Notes Collateral Agent pursuant to the Applicable Intercreditor Agreementsuch opinion.

Security Documents. (a) The due Loans and punctual payment of all amounts outstanding from time to time under the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Issuer and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Security Documents, according to the terms hereunder or thereunder, Loan Documents shall be secured as provided by: a. A first-priority security interest (subject to Permitted Liens) in (i) all tangible and intangible personal property, (ii) all fixtures and (iii) all owned real property of Borrower and the Borrower Subsidiaries, now owned or hereafter acquired, and all proceeds and products of such assets. Lender’s security interest in the Security Documents, which define the terms of the Liens that secure Secured Notes Obligations, foregoing shall be created by and shall be subject to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust or otherwise for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms provisions of the Security Documents Agreement and any Applicable the provisions of the applicable Intercreditor Arrangementand Subordination Agreement to the extent provided therein. Promptly, and in any event within one (1) Business Day, following the Notes Collateral Agent is hereby authorized formation (or, as applicable, incorporation) or acquisition thereof, Borrower shall cause each Borrower Subsidiary to execute and deliver the Security Documents (including any other agreements, deeds or other documents in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, (i) grant Lender a power of attorney in favor of the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor Arrangement, together with any other incidental rights, powers and discretions (including but not limited to the enforcement of the Collateral in the terms foreseen in the relevant Security Documents); and (3) execute any waiver, modification, amendment, renewal or replacement or any other document related Supplement to the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm Agreement. b. A first-priority security interest (subject to the Notes Collateral Agent DSM Lien) in the membership interests in License Sub A now owned or hereafter acquired by Borrower, and all proceeds and products thereof. Lender’s security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or intended to foregoing shall be created by and shall be subject to the Security Documents provisions of the Pledge Agreement and shall be subject to the provisions of the DSM Intercreditor and Subordination Agreement to the extent provided therein. c. A first-priority security interest (subject to the Ring Island Lien) in the Collateralmembership interests in License Sub B and all Borrower Subsidiaries hereafter formed now owned or hereafter acquired by Borrower or any Borrower Subsidiary, and all proceeds and products thereof. Such Lender’s security interest in the foregoing shall be created by and shall be subject to the provisions of the Pledge Agreement and shall be subject to the provisions of the Ring Island Intercreditor and Subordination Agreement to the extent provided therein. d. Notwithstanding the provisions of Sections 2.5(a) through 2.5(c), inclusive, Lender acknowledges and agrees that: (i) The obligations of Cricket under the DSM Promissory Note shall be secured by a first priority security interest in favor of DSM in and to the membership interests owned by Borrower in License Sub A and the Licenses owned by License Sub A, in each case now owned or hereafter acquired, and all proceeds and products of such assets (subject to exceptions as set forth in the DSM Security Documents). DSM’s security interests will in the foregoing shall be created under the Security Documents by and other security agreements, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory shall be subject to the Trustee provisions of the DSM Security Documents. DSM’s security interest in the foregoing shall have priority over Lender’s security interest in such assets, and Lender’s security interest in the Notes Collateral Agentforegoing shall be subordinated to the DSM Lien in such assets and membership interests, in each case to the extent provided herein and in the DSM Intercreditor and Subordination Agreement. (bii) It is understood The Guaranteed Obligations shall be secured by a first priority security interest in favor of Ring Island in and agreed that prior to the Discharge of First Lien Obligations, (x) to the extent that the Controlling Collateral Agent is satisfied with membership interests owned by Borrower or agrees to any deliveries or documents required to be provided Borrower Subsidiary in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral Borrower Subsidiary (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Datethan License Sub A) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby), the Trustee and the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents and (y) all tangible and intangible personal property, fixtures and owned real property, in each case now owned or hereafter acquired, of Borrower or any possessory collateral required Borrower Subsidiary (other than License Sub A), and all proceeds and products of such assets (subject to exceptions as set forth in the Ring Island Security Documents). Ring Island’s security interests in the foregoing shall be delivered created by and shall be subject to the Notes Collateral Agent provisions of the Ring Island Security Documents. Ring Island’s security interest in the foregoing shall have priority over Lender’s security interest in such assets, and Lender’s security interest in the foregoing shall be deemed to be delivered subordinated to the Notes Collateral Agent if the same has been delivered Ring Island Lien in such assets and membership interests, in each case to the Controlling Collateral Agent acting as gratuitous bailee of extent provided herein and in the Notes Collateral Agent pursuant to the Applicable Ring Island Intercreditor and Subordination Agreement.

Security Documents. (a) The due All filings and punctual payment recordings necessary, in the opinion of the principal ofAdministrative Agent, premium and interest on to perfect the Notes when and as security interests contemplated to be granted to the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Issuer Administrative Agent and the Note Guarantors to the Holders or the Trustee Collateral Agent under this Indenture, the Notes, the Note Guarantees, any Applicable Intercreditor Arrangement and the Security Documents, according including the mortgages and deeds of trust referred to the terms hereunder or thereunderin Section 4.3(j) below, shall be secured as provided in the Security Documentshave been made, which define the terms of the Liens that secure Secured Notes Obligations, subject to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings and the Subsidiary Guarantors hereby acknowledge and agree Administrative Agent shall have received evidence satisfactory to it that the Notes Collateral Agent holds the Collateral in trust or otherwise for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents are in full force and any Applicable Intercreditor Arrangement, effect and the Notes Collateral Agent is hereby authorized to execute and deliver Liens contemplated by the Security Documents are perfected and of first priority (including except for any other agreements, deeds or other documents in relation thereto) on behalf of all Holders (such prior Liens which are expressly including appearing before Spanish notaries permitted by this Agreement to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)be prior). The Holders shall, if so requested by the Trustee or the Notes Collateral Administrative Agent in relation to any eventual enforcement of any Spanish Security Documents, shall have received: (i) grant a power of attorney Uniform Commercial Code search certificates from the jurisdictions in favor of the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney which Uniform Commercial Code financing statements are to be valid filed reflecting no other financing statements or filings which evidence Liens of other Persons in Spain). Each Holder, by accepting a Note, consents and agrees Collateral acquired subsequent to the terms of Refinancing Term Loan Disbursement Date which are prior to the Security Documents (including Liens granted to the provisions providing for the possessionAdministrative Agent in this Agreement, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and any Applicable Intercreditor Arrangement, and authorizes and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor Arrangementother Loan Documents, together with except for any other incidental rights, powers and discretions such prior Liens (including but not limited to the enforcement of the Collateral in the terms foreseen in the relevant Security Documents); and (3a) execute any waiver, modification, amendment, renewal or replacement or any other document related to the Security Documents expressed which are expressly permitted by this Agreement to be executed by prior or (b) for which the Notes Collateral Agent. In Administrative Agent has received a termination statement; (ii) such other documents, instruments and agreements as the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Note Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Administrative Agent may reasonably requestrequest to create and perfect the Liens granted to the Administrative Agent or any Lender in this Agreement, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or intended to be created by the Security Documents in the Collateral. Such security interests will be created under the Security Documents and the other security agreements, mortgages, deeds of trust and Loan Documents; and (iii) such other instruments and documents in form reasonably satisfactory evidence as the Administrative Agent may request to establish that the Liens granted to the Trustee and the Notes Collateral Agent. (b) It is understood and agreed that prior to the Discharge of First Lien ObligationsAdministrative Agent or any Lender in this Agreement, (x) to the extent that the Controlling Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) and any determination that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby), the Trustee and the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents and (y) the other Loan Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any possessory collateral required such Liens which are expressly permitted by this Agreement to be delivered to the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Applicable Intercreditor Agreementprior.