Common use of The Collateral Clause in Contracts

The Collateral. (a) The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Guarantees and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer set forth in Section 7.07 and Section 8.05 herein, and the Notes and the Guarantees and the Security Documents, shall be secured by first-priority Liens and security interests, subject to Permitted Liens, as provided in the Security Documents which the Issuer and the Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture and will be secured by all Security Documents hereafter delivered as required or permitted by this Indenture, the Security Documents and the Intercreditor Agreements. (b) The Issuer and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Documents and the Intercreditor Agreements, and the Collateral Agent is hereby authorized to execute and deliver the Security Documents and the Intercreditor Agreements. (c) Each Holder, by its acceptance of any Notes and the Guarantees, consents and agrees to the terms of Section 11.09 hereof, the Security Documents and the Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Collateral Agent to perform its obligations and exercise its rights under the Security Documents and the Intercreditor Agreements in accordance therewith. (d) The Trustee and each Holder, by accepting the Notes and the Guarantees, acknowledges that, as more fully set forth in the Security Documents and the Intercreditor Agreements, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents and the Intercreditor Agreements and actions that may be taken thereunder.

The Collateral. (a) The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Subsidiary Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by lawlawful), if any, on the Notes and the Subsidiary Guarantees thereof and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer Company set forth in Section 7.07 7.6 and Section 8.05 8.6 herein, and the Notes and the Subsidiary Guarantees thereof and the Security Collateral Documents, shall be secured by first-priority Liens and security interests, subject to Permitted Liens, as provided in the Security Collateral Documents which the Issuer Company and the Subsidiary Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture and will shall be secured by all Security Collateral Documents hereafter delivered as required or permitted by this Indenture, the Security Documents Indenture and the Intercreditor AgreementsCollateral Documents. (b) The Issuer Company and the Subsidiary Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Collateral Documents and the Intercreditor Agreements, and the Collateral Agent is hereby authorized to execute and deliver the Security Documents and the Intercreditor AgreementsCollateral Documents. (c) Each Holder, by its acceptance of any Notes and the GuaranteesSubsidiary Guarantees thereof, consents and agrees to the terms of Section 11.09 hereof, the Security Collateral Documents and the Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure) as the same may be in effect or as may be amended from time to time in accordance with their terms and authorizes and directs the Collateral Agent to perform its obligations and exercise its rights under the Security Collateral Documents and the Intercreditor Agreements in accordance therewith. (d) The Trustee and each Holder, by accepting the Notes and the GuaranteesSubsidiary Guarantees thereof, acknowledges that, as more fully set forth in the Security Documents and the Intercreditor AgreementsCollateral Documents, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Collateral Documents and the Intercreditor Agreements and actions that may be taken thereunder.

The Collateral. (a) The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Guarantees and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer Company set forth in Section 7.07 and Section 8.05 herein, and the Notes and the Guarantees and the Security Collateral Documents, shall be secured by first-priority Liens on and security interestsinterests in the Notes Collateral and the ABL Collateral, in each case with the priority set forth in the Intercreditor Agreements and subject to Permitted Liens, as provided in the Security Collateral Documents which the Issuer Company and the Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture and will be secured by all Security Collateral Documents hereafter delivered as required or permitted by this Indenture, the Security Documents Indenture and the Intercreditor AgreementsCollateral Documents. All property of the Company and the Guarantors owned on the Issue Date (other than Excluded Property) shall be pledged as Collateral pursuant to the Collateral Documents on the Issue Date, and perfected with the priority intended to be granted thereby, subject, in the case of the Post-Closing Collateral Documents, to the provisions of Section 11.05. (b) The Issuer Company and the Guarantors hereby agree that the Junior First Lien Notes Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Documents and the Intercreditor AgreementsCollateral Documents, and the Junior First Lien Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents and the Intercreditor AgreementsCollateral Documents. (c) Each Holder, by its acceptance of any Notes and the Guarantees, consents and agrees to the terms of Section 11.09 hereof, the Security Documents and the Intercreditor Agreements Collateral Documents (including, without limitation, the provisions providing for foreclosurethe possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Trustee and the Junior First Lien Notes Collateral Agent to perform its obligations and exercise its rights under the Security Documents this Indenture and the Intercreditor Agreements Collateral Documents in accordance therewith. (d) The Trustee and each Holder, by accepting the Notes and the Guarantees, acknowledges that, as more fully set forth in the Security Documents and the Intercreditor AgreementsCollateral Documents, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Collateral Documents and the Intercreditor Agreements and actions that may be taken thereunder. (e) The Company shall, and shall cause each of the Guarantors to, at the Company’s sole cost and expense, take or cause to be taken such actions as may be required by the Collateral Documents, to perfect, maintain (with the priority required under the Collateral Documents), preserve and protect the valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral granted by the Collateral Documents in favor of the Junior First Lien Notes Collateral Agent as security for the Junior First Lien Notes Obligations, superior to and prior to the rights of all third Persons (other than as set forth in the Intercreditor Agreements and other than to the extent permitted or not prohibited under this Indenture with respect to Permitted Liens), and subject to no other Liens (other than Permitted Liens), including (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders, the Junior First Lien Notes Collateral Agent, and the Trustee under this Indenture and the Collateral Documents to all property comprising the Collateral, and (ii) the delivery of the certificates evidencing the securities pledged under any Collateral Document, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Collateral Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto.

The Collateral. (a) The Company and the Guarantors hereby confirm that the Collateral Trustee, and each Holder, by its acceptance of any Notes and the Guarantees thereof, irrevocably consents and agrees that, pursuant to the Collateral Trust Agreement and the Security Documents, the Collateral Trustee shall hold the Liens on the Collateral (directly or through co-trustees or agents) on behalf and for the benefit of the Holders of the Notes and the other Cash Flow Secured Parties, and the Trustee is hereby directed and authorized to (x) execute and deliver the Collateral Trust Agreement in its capacity as Trustee and (y) authorize and direct the Collateral Trustee to execute and deliver the Collateral Trust Agreement, the Security Agreement, the ABL Intercreditor Agreement, and the other Security Documents in its capacity as such. The Collateral Trustee shall have the privileges, powers and immunities as set forth in the Collateral Trust Agreement and the other Security Documents. From and after the date hereof, the due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Guarantees thereof and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer Company and the Guarantors set forth in Section 7.07 Sections 7.06 and Section 8.05 hereinhereof, and the Notes and the Guarantees thereof and the Security Documents, other Notes Obligations and the other Cash Flow Obligations shall be secured by first-(i) first priority Liens and security interests, subject interests on the Notes Priority Collateral as and to Permitted Liens, as the extent provided in the Security Documents and the ABL Intercreditor Agreement and (ii) by second priority Liens and security interests in the ABL Priority Collateral as and to the extent provided in the Security Documents and the ABL Intercreditor Agreement, which the Issuer Company and the Guarantors, as the case may be, have entered into prior to or simultaneously with the execution of this Indenture Indenture, and will be secured by all Security Documents hereafter delivered as required or permitted by this Indenture, the Security Documents ABL Intercreditor Agreement and the Intercreditor AgreementsSecurity Documents. (b) The Issuer and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Documents and the Intercreditor Agreements, and the Collateral Agent is hereby authorized to execute and deliver the Security Documents and the Intercreditor Agreements.[Reserved] (c) Each Holder, by its acceptance of any Notes and the GuaranteesGuarantees thereof, irrevocably consents and agrees to the terms of Section 11.09 hereofthe ABL Intercreditor Agreement, the Collateral Trust Agreement and the other Security Documents and the Intercreditor Agreements (including, without limitation, the provisions providing for foreclosureforeclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms terms, agrees to the appointment of the Collateral Trustee pursuant to the Collateral Trust Agreement and authorizes and directs the Trustee to execute and deliver the Collateral Agent to Trust Agreement and perform its obligations and exercise its rights under rights, powers and discretions thereunder in accordance therewith and to authorize and direct, on its behalf and that of the Holders, the Collateral Trustee to execute and deliver the Collateral Trust Agreement, the other Security Documents and the ABL Intercreditor Agreements Agreement and perform its obligations and exercise its rights, powers and discretions thereunder in accordance therewith. (d) The Trustee and each Holder, by accepting the Notes and the GuaranteesGuarantees thereof, acknowledges acknowledge that, as more fully set forth in the Security Documents ABL Intercreditor Agreement, the Collateral Trust Agreement and the Intercreditor Agreementsother Security Documents, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders Holders, the Collateral Trustee and the TrusteeTrustee and the other Cash Flow Secured Parties, and that the Lien of this Indenture and the Security Documents in respect of the Collateral Trustee, for the benefit of the Trustee and the other Notes Secured Parties, the Holders and the other Cash Flow Secured Parties is subject to and qualified and limited in all respects by the ABL Intercreditor Agreement, the Collateral Trust Agreement and the other Security Documents and the Intercreditor Agreements and actions that may be taken thereunder.

The Collateral. (a) The Issuers and the Guarantors hereby appoint Wilmington Trust, National Association to act as Collateral Trustee, and each Holder, by its acceptance of any Notes and the Subsidiary Guarantees thereof, irrevocably consents and agrees to such appointment. The Collateral Trustee shall have the privileges, powers and immunities as set forth in this Indenture and the Security Documents. From and after the date hereof, the due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Subsidiary Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Subsidiary Guarantees thereof and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer Issuers and the Guarantors set forth in Section Sections 7.07 and Section 8.05 hereinhereof, and the Notes and the Subsidiary Guarantees thereof and the Security Documents, shall be secured by first-first priority Liens and security interests, subject interests on the Collateral as and to Permitted Liens, as the extent provided in the Security Documents Documents, which the Issuer Issuers and the Guarantors, as the case may be, have entered into prior to or simultaneously with the execution of this Indenture and will be secured by all Security Documents hereafter delivered as required or permitted by this IndentureIndenture and the Security Documents. The Collateral will also secure the Issuers’ and the Guarantors’ Obligations under the Pari Passu Lien Hedge Agreements, the Security Documents Existing Secured Notes, the Term Loan B Facility and any other Pari Passu Notes Lien Indebtedness as provided in the Collateral Trust and Intercreditor Agreements. (b) Agreement. The Issuer Issuers and the Guarantors hereby agree that the Collateral Agent Trustee shall hold the Collateral in trust on behalf of and for the benefit of all of the Holders Holders, the Trustee and the Collateral Trustee, in each case pursuant to the terms of the Security Documents and the Intercreditor AgreementsDocuments, and the Collateral Agent is Trustee and, as applicable, the Trustee are hereby directed and authorized to execute and deliver the Security Documents Agreement, the Collateral Trust and Intercreditor Agreement and the Intercreditor Agreementsother applicable Security Documents. (cb) Each Holder, by its acceptance of any Notes and the GuaranteesSubsidiary Guarantees thereof, irrevocably consents and agrees to the terms of Section 11.09 hereof, the Collateral Trust and Intercreditor Agreement and the other Security Documents and the Intercreditor Agreements (including, without limitation, the provisions providing for foreclosureforeclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms terms, agrees to the appointment of the Collateral Trustee and authorizes and directs the Collateral Agent Trustee to perform its obligations and exercise its rights rights, powers and discretions under the Collateral Trust and Intercreditor Agreement and the other Security Documents and the Intercreditor Agreements in accordance therewith. (dc) The Trustee, the Collateral Trustee and each Holder, by accepting the Notes and the GuaranteesSubsidiary Guarantees thereof, acknowledges that, as more fully set forth in the Security Documents Collateral Trust and Intercreditor Agreement and the Intercreditor Agreementsother Security Documents, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders Holders, the Collateral Trustee and the TrusteeTrustee and the holders of the Pari Passu Lien Hedge Agreements, the Existing Secured Notes, the Term Loan B Debt and any future Pari Passu Notes Lien Indebtedness, and that the Lien of this Indenture and the Security Documents in respect of the Trustee, the Collateral Trustee and the Holders and the holders of the Pari Passu Lien Hedge Agreements, the Existing Secured Notes, the Term Loan B Debt and any future Pari Passu Notes Lien Indebtedness is subject to and qualified and limited in all respects by the Collateral Trust and Intercreditor Agreement and the other Security Documents and the Intercreditor Agreements and actions that may be taken thereunder.

The Collateral. (a) The due and punctual payment of the principal of, premium, if any, interest and interest Additional Amounts, if any, on the Notes Securities and the Guarantees Guaranties thereof 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, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes Securities and the Guarantees Guaranties thereof and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer set forth in Section 7.07 and Section 8.05 herein, and the Notes Securities and the Guarantees Guaranties thereof and the Security Documents, shall be secured by firstsecond-priority Liens (having an equal priority with the Liens securing the Non-Cash Pay Second Lien Securities) and security interests, interests subject to Permitted Liens, as provided in this Indenture and the Security Documents which the Issuer Issuers and the Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture and will be secured by all Security Documents hereafter delivered as required or permitted by this Indenture, the Security Documents Documents, the Intercreditor Agreement and the Second Lien Intercreditor Agreements. (b) Agreement. The Issuer Issuers and the Guarantors hereby agree that the Senior Lien Collateral Agent or the Trustee, as the case may be, shall hold the Collateral in trust for the benefit of all of the Holders Holders, the Trustee and the TrusteeCollateral Agent, in each case pursuant to the terms of the Security Documents and the Intercreditor AgreementsDocuments, and the Collateral Agent is and the Trustee are hereby authorized to execute and deliver the relevant Security Documents Documents. Simultaneously with the execution of this Indenture, the Issuers will deliver to the Collateral Agent a perfection certificate regarding the Collateral in the form and substance reasonably satisfactory to the Intercreditor AgreementsRequired Holders. (cb) Each Holder, by its acceptance of any Notes Securities and the GuaranteesGuaranties thereof, consents and agrees to the terms of Section 11.09 hereofthe Security Documents, the Security Documents Intercreditor Agreement and the Second Lien Intercreditor Agreements Agreement (including, without limitation, the provisions providing for foreclosure) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Collateral Agent and/or the Trustee, as the case may be, to enter into the Security Documents (including landlord consents, letter agreements with counterparties to service agreements relating to the Obligors’ servers, Account Control Agreements and letter agreements with counter parties to Obligors’ credit card processing agreements) and the Intercreditor Agreement and to perform its obligations and exercise its rights under the Security Documents Documents, the Intercreditor Agreement and the Second Lien Intercreditor Agreements Agreement in accordance therewith. (dc) The Trustee and each Each Holder, by accepting the Notes Securities and the GuaranteesGuaranties thereof, acknowledges that, as more fully set forth in the Security Documents and the Intercreditor AgreementsDocuments, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders Holders, the Trustee and the TrusteeSenior Lien Collateral Agent as provided in the relevant Security Documents, and that the Lien of this Indenture and the Security Documents in respect of the Trustee Trustee, the Senior Lien Collateral Agent and the Holders is subject to and qualified and limited in all respects by the Security Documents and the Intercreditor Agreements and actions that may be taken thereunder.

The Collateral. (a) The due and punctual payment of the principal of, premium, if any, and interest on the Notes Securities and the Guarantees Guaranties thereof 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, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes Securities and the Guarantees Guaranties thereof and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer set forth in Section 7.07 and Section 8.05 herein, and the Notes Securities and the Guarantees Guaranties thereof and the Security Documents, shall be secured by first-priority Liens and security interests, interests subject to Permitted Liens, as provided in this Indenture and the Security Documents which the Issuer Issuers and the Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture and will be secured by all Security Documents hereafter delivered as required or permitted by this Indenture, Indenture and the Security Documents and the Intercreditor Agreements. (b) Documents. The Issuer Issuers and the Guarantors hereby agree that the Senior Lien Collateral Agent or the Trustee, as the case may be, shall hold the Collateral in trust for the benefit of all of the Holders Holders, the Trustee and the TrusteeSenior Lien Collateral Agent, in each case pursuant to the terms of the Security Documents and the Intercreditor AgreementsDocuments, and the Senior Lien Collateral Agent is and the Trustee are hereby authorized to execute and deliver the relevant Security Documents Documents. Simultaneously with the execution of this Indenture, the Issuers will deliver to the Senior Lien Collateral Agent a perfection certificate regarding the Collateral in the form and substance reasonably satisfactory to the Intercreditor AgreementsRequired Holders. (cb) Each Holder, by its acceptance of any Notes Securities and the GuaranteesGuaranties thereof, consents and agrees to the terms of Section 11.09 hereof, the Security Documents and the Intercreditor Agreements Agreement (including, without limitation, the provisions providing for foreclosure) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Senior Lien Collateral Agent and/or the Trustee, as the case may be, to enter into the Security Documents (including landlord consents, letter agreements with counterparties to service agreements relating to the Obligors’ servers, Account Control Agreements and letter agreements with counter parties to Obligors’ credit card processing agreements) and the Intercreditor Agreement and to perform its obligations and exercise its rights under the Security Documents and the Intercreditor Agreements Agreement in accordance therewith. (dc) The Trustee and each Each Holder, by accepting the Notes Securities and the GuaranteesGuaranties thereof, acknowledges that, as more fully set forth in the Security Documents and the Intercreditor AgreementsDocuments, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders Holders, the Trustee and the TrusteeSenior Lien Collateral Agent as provided in the relevant Security Documents, and that the Lien of this Indenture and the Security Documents in respect of the Trustee Trustee, the Senior Lien Collateral Agent and the Holders is subject to and qualified and limited in all respects by the Security Documents and the Intercreditor Agreements and actions that may be taken thereunder.

The Collateral. (a) The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Subsidiary Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by lawlawful), if any, on the Notes and the Subsidiary Guarantees thereof and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer Company set forth in Section 7.07 7.6 and Section 8.05 8.6 herein, and the Notes and the Subsidiary Guarantees thereof and the Security Collateral Documents, shall be secured by first-priority Liens and security interests, subject to Permitted Liens, as provided in the Security Collateral Documents which the Issuer Company and the Subsidiary Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture and will shall be secured by all Security Collateral Documents hereafter delivered as required or permitted by this Indenture, the Security Documents and the Intercreditor Agreements. (b) The Issuer Company and the Subsidiary Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the TrusteeSecured Parties, in each case pursuant to the terms of the Security Collateral Documents and the Intercreditor AgreementsAgreement, and the Collateral Agent is hereby authorized to execute and deliver the Security Collateral Documents and the Intercreditor AgreementsAgreement. (c) Each Holder, by its acceptance of any Notes and the GuaranteesSubsidiary Guarantees thereof, consents and agrees to the terms of Section 11.09 hereof, the Security Collateral Documents and the Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure) and the Intercreditor Agreement, as the same may be in effect or as may be amended from time to time in accordance with their terms terms, and authorizes and directs the Collateral Agent to perform its obligations and exercise its rights under the Security Collateral Documents and the Intercreditor Agreements Agreement in accordance therewith. (d) The Trustee and each Holder, by accepting the Notes and the GuaranteesSubsidiary Guarantees thereof, acknowledges that, as more fully set forth in the Security Documents and the Intercreditor AgreementsCollateral Documents, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the TrusteeSecured Parties, and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee Trustee, the Collateral Agent and the Holders is subject to and qualified and limited in all respects by the Security Collateral Documents and the Intercreditor Agreements Agreement and actions that may be taken thereunder.

The Collateral. (a) The Issuer hereby appoints Wilmington Trust FSB to act as Collateral Agent, and each Holder by its acceptance of any Notes and the Guarantees thereof, irrevocably consents and agrees to such appointment. The Collateral Agent shall have the privileges, powers and immunities as set forth in this Indenture, the Security Documents and the Junior Lien Intercreditor Agreement. The due and punctual payment of the principal of, premium, if any, and interest (including Additional Interest) on the Notes and the Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Guarantees thereof and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer set forth in Section 7.07 7.7 and Section 8.05 8.5 herein, and the Notes and the Guarantees thereof and the Security Documents, shall be secured by first-priority Liens and security interests, interests on the Collateral (subject to Permitted Liens), as and to the extent provided in the Security Documents which the Issuer and the Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture and will be secured by all Security Documents hereafter delivered as required or permitted by this IndentureIndenture and the Security Documents. The Collateral will also secure on a first-priority basis the Issuer and the Guarantors’ Obligations under Priority Payment Lien Obligations and Pari Passu Payment Lien Obligations, provided that an authorized representative of the holders thereof shall have executed a joinder to the Security Agreement in the form provided therein. Under the terms of the Security Documents, the Security Documents proceeds of any collection, sale, disposition or other realization of Collateral received in connection with the exercise of remedies (including distributions of cash, securities or other property on account of the value of the Collateral in a bankruptcy, insolvency, reorganization or similar proceedings) shall be applied, after the payment of all amounts due to the Collateral Agent under the terms hereof and the Intercreditor Agreements. Security Documents, first to repay the Indebtedness and other obligations under Credit Facilities (bincluding any Post-Petition Interest with respect thereto) incurred under Section 3.2(b)(1) hereof, Hedging Obligations with lenders under such Credit Facilities or their Affiliates and Cash Management Obligations (collectively, the “Priority Payment Lien Obligations”) before any Holder receives any proceeds. The Issuer and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Documents Agreement and the Intercreditor Agreements, other Security Documents and the Collateral Agent is and the Trustee are hereby directed and authorized to execute and deliver the Security Documents Agreement and the Intercreditor Agreementsother Security Documents. (cb) Each Holder, by its acceptance of any Notes and the GuaranteesGuarantees thereof, irrevocably consents and agrees to the terms of Section 11.09 hereof, the Security Documents and the Junior Lien Intercreditor Agreements Agreement (including, without limitation, the provisions providing for foreclosure) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Collateral Agent to enter into and perform its obligations and exercise its rights rights, powers and discretions under the Security Documents and the Junior Lien Intercreditor Agreements Agreement in accordance therewith. (dc) The Trustee and each Holder, by accepting the Notes and the GuaranteesGuarantees thereof, acknowledges that, as more fully set forth in the Security Documents and the Junior Lien Intercreditor AgreementsAgreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents and the Junior Lien Intercreditor Agreements Agreement and actions that may be taken thereunder.

The Collateral. (a) The Issuer and the Subsidiary Guarantors hereby appoint U.S. Bank National Association to act as Notes Collateral Agent, and each Holder, by its acceptance of any Notes and the Subsidiary Guarantees thereof, irrevocably consents and agrees to such appointment. The Notes Collateral Agent shall have the privileges, powers and immunities as set forth in this Indenture and the Security Documents. Notwithstanding any provision to the contrary contained elsewhere in this Indenture or the Security Documents, the duties of the Notes Collateral Agent shall be administrative in nature, and the Notes Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the Security Documents to which the Notes Collateral Agent is a party, nor shall the Notes Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder, the Issuer or any Subsidiary Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture or the Security Documents or otherwise exist against the Notes Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Notes Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Subsidiary Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Subsidiary Guarantees thereof and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer set forth in Section 7.07 and Section 8.05 herein, and the Notes and the Subsidiary Guarantees and the Security Documents, thereof shall be secured by (i) first-priority Liens and security interests, interests on the Notes Priority Collateral and (ii) second-priority Liens and security interests on the ABL Priority Collateral (in each case subject to Permitted LiensLiens and Liens not securing Debt), as and to the extent provided in the Security Documents Documents, which the Issuer and the Subsidiary Guarantors, as the case may be, have entered will enter into simultaneously with on the execution of this Indenture Settlement Date, including the Pledge and Security Agreement and the Intercreditor Agreement, and will be secured by all pursuant to the Security Documents hereafter delivered as required or permitted by this Indenture, Indenture and the Security Documents Documents. The Collateral will also secure the Issuer’s and the Subsidiary Guarantors’ Obligations under the ABL Credit Agreement, Pari Passu Notes Lien Indebtedness and Pari Passu ABL Lien Indebtedness as provided in the Intercreditor Agreements. (b) Agreement and any Junior Lien Indebtedness as provided under any Junior Lien Intercreditor Agreement. The Issuer and the Subsidiary Guarantors hereby agree that the Notes Collateral Agent shall hold the Collateral in trust on behalf of and for the benefit of all of the Holders Holders, the Trustee and the TrusteeNotes Collateral Agent, in each case pursuant to the terms of the Security Documents and the Intercreditor AgreementsDocuments, and the Notes Collateral Agent is and the Trustee are hereby directed and authorized by the Holders to execute and deliver the Pledge and Security Documents Agreement, including the exhibits thereto, the Intercreditor Agreement, including any amendment thereto contemplated by Section 7.4 thereof, and the Intercreditor Agreementsother Security Documents. (cb) Each Holder, by its acceptance of any Notes and the GuaranteesSubsidiary Guarantees thereof, irrevocably consents and agrees to the terms of Section 11.09 hereof, the Security Documents and the Intercreditor Agreements (including, without limitation, the provisions providing for foreclosureforeclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms terms, agrees to the appointment of the Notes Collateral Agent and authorizes and directs the Notes Collateral Agent (i) to enter into the Security Documents (including, without limitation, the Intercreditor Agreement), whether executed on or after the Settlement Date, and perform its obligations and exercise its rights rights, powers and discretions under the Security Documents and the Intercreditor Agreements in accordance therewith, (ii) make the representations of the Holders set forth in the Security Documents (including, without limitation, the Intercreditor Agreement), and (iii) bind the Holders on the terms as set forth in the Security Documents (including, without limitation, the Intercreditor Agreement). (dc) The Trustee Trustee, the Notes Collateral Agent and each Holder, by accepting the Notes and the Guarantees, Subsidiary Guarantees thereof acknowledges that, as more fully set forth in the Security Documents and the Intercreditor AgreementsDocuments, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders Holders, the Notes Collateral Agent and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Trustee Trustee, the Notes Collateral Agent and the Holders is subject to and qualified and limited in all respects by the Security Documents and the Intercreditor Agreements and actions that may be taken thereunder.

The Collateral. (a) The due and punctual payment of the principal of, premiumof and interest (including Additional Interest, if any, and interest ) on the Discount Notes and the Discount Note Guarantees when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest and Additional Interest (to the extent permitted by law), if any, on the Discount Notes and the Discount Note Guarantees and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer set forth in Section 7.07 and Section 8.05 herein7.08, and the Notes and Discount Notes, the Discount Note Guarantees and the Security DocumentsCollateral Agreements, shall be secured equally and ratably by first-a second priority Liens lien on and security interestsinterest in all of the Issuer’s assets, other than Excluded Assets and other than the Disbursement Account Collateral, subject to (i) the Liens securing the obligations under the Credit Agreement and (ii) other Permitted Prior Liens, as provided in the Security Documents Collateral Agreements which the Issuer and the Guarantors, as the case may be, have entered into simultaneously in connection with the execution of this Indenture and will be secured by all Security Documents of the Collateral pledged pursuant to the Collateral Agreements hereafter delivered as required or permitted by this Indenture, the Security Documents Collateral Agreements and the Intercreditor Agreements. Agreement. The Discount Notes will also be secured by an exclusive first priority lien on and security interest in the Disbursement Account Collateral, subject only to Permitted Prior Liens described in clause (b2) of the definition thereof. The Issuer and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Documents Collateral Agreements and the Intercreditor AgreementsAgreement, and the Collateral Agent is and the Trustee are hereby authorized to execute and deliver the Security Documents Collateral Agreements and the Intercreditor AgreementsAgreement. (cb) Each Holder, by its acceptance of any the Discount Notes and the Discount Note Guarantees, consents and agrees to the terms of Section 11.09 hereof, the Security Documents Collateral Agreements and the Intercreditor Agreements Agreement (including, without limitation, the provisions providing for foreclosure) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Collateral Agent to perform its obligations and exercise its rights under the Security Documents and the Intercreditor Collateral Agreements in accordance therewith. (dc) The Trustee and each Holder, by accepting the Discount Notes and the Discount Note Guarantees, acknowledges that, as more fully set forth in the Security Documents Collateral Agreements and the Intercreditor AgreementsAgreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Documents Collateral Agreements in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents Collateral Agreements and the Intercreditor Agreements Agreement and actions that may be taken thereunder.

The Collateral. (a) The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Subsidiary Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by lawlawful), if any, on the Notes and the Subsidiary Guarantees thereof and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer Company set forth in Section 7.07 7.6 and Section 8.05 8.6 herein, and the Notes and the Subsidiary Guarantees thereof and the Security Collateral Documents, shall be secured by first-priority Liens and security interests, subject to Permitted Liens, as provided in the Security Collateral Documents which the Issuer Company and the Subsidiary Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture and will shall be secured by all Security Collateral Documents hereafter delivered as required or permitted by this Indenture, the Security Documents and the Intercreditor Agreements. (b) The Issuer Company and the Subsidiary Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders Holders, the Collateral Agent and the Trustee, in each case pursuant to the terms of the Security Documents and the Intercreditor AgreementsCollateral Documents, and the Collateral Agent is hereby authorized to execute and deliver the Security Documents and the Intercreditor AgreementsCollateral Documents. (c) Each Holder, by its acceptance of any Notes and the GuaranteesSubsidiary Guarantees thereof, consents and agrees to the terms of Section 11.09 hereof, the Security Collateral Documents and the Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure) and the Intercreditor Agreement, as the same may be in effect or as may be amended from time to time in accordance with their terms terms, and authorizes and directs the Collateral Agent to perform its obligations and exercise its rights under the Security Collateral Documents and the Intercreditor Agreements Agreement in accordance therewith. (d) The Trustee and each Holder, by accepting the Notes and the GuaranteesSubsidiary Guarantees thereof, acknowledges that, as more fully set forth in the Security Documents and the Intercreditor AgreementsCollateral Documents, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Collateral Documents and the Intercreditor Agreements Agreement and actions that may be taken thereunder.

The Collateral. (a) The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Subsidiary Guarantees thereof 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, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Subsidiary Guarantees thereof and performance of all other obligations Obligations under this Indenture, including, without limitation, the obligations Obligations of the Issuer set forth in Section 7.07 and Section 8.05 herein, and the Notes and the Subsidiary Guarantees thereof and the Security Documents, shall be secured by firstSecond-priority Priority Liens and security interests, on the Collateral (subject to Permitted Liens), as provided in the Security Documents which the Issuer TCEH and the Subsidiary Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture and will be secured by all Security Documents or may hereafter delivered enter into as required or permitted by this Indenture, the Security Documents and the Intercreditor AgreementsAgreement. All Security Documents shall be subject to the terms of the Intercreditor Agreement. (b) The Issuer TCEH and the Subsidiary Guarantors hereby appoint the Collateral Agent to act as collateral agent under this Indenture, the Security Documents and the Intercreditor Agreement and agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders Holders, the Collateral Agent and the Trustee, in each case pursuant to the terms of the Security Documents and the Intercreditor AgreementsAgreement, and the Collateral Agent is hereby authorized to execute and deliver the Security Documents and the Intercreditor AgreementsAgreement. (c) Each Holder, by its acceptance of any Notes and the GuaranteesSubsidiary Guarantees thereof, consents and agrees to the terms of Section 11.09 hereof, the Security Documents and the Intercreditor Agreements Agreement (including, without limitation, the provisions providing for foreclosure) as the same may be in effect or as may be amended from time to time in accordance with their terms and authorizes and directs the Collateral Agent to enter into and perform its obligations and exercise its rights under the Security Documents and the Intercreditor Agreements Agreement in accordance therewith. (d) The Trustee and each Holder, by accepting the Notes and the GuaranteesSubsidiary Guarantees thereof, acknowledges that, as more fully set forth in the Security Documents and the Intercreditor AgreementsAgreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders Holders, the Collateral Agent and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents and the Intercreditor Agreements Agreement and actions that may be taken thereunder.

The Collateral. (a) The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Guarantees thereof 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, interest on the overdue principal of and interest (to the extent permitted by lawlawful), if any, on the Notes and the Guarantees thereof and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer set forth in Section 7.07 and Section 8.05 herein8.05(b), and the Notes and Notes, the Guarantees thereof and the Security Documents, Documents shall be secured by first-priority Liens and security interests, on the Collateral (excluding Excluded Assets and subject to Permitted Liens), as and to the extent provided in the Security Documents which that the Issuer and the Guarantors, as the case may be, have entered into simultaneously with on or after the execution of this Indenture Issue Date, and will shall be secured by all Security Documents hereafter delivered as required or permitted by this Indenture, the Security Documents and any Intercreditor Agreement. All Security Documents shall be subject to the terms of any Intercreditor AgreementsAgreement. (b) The Issuer hereby agrees, on behalf of itself and the Guarantors hereby agree Guarantors, that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Documents and the any Intercreditor Agreements, and the Collateral Agent is hereby authorized to execute and deliver the Security Documents and the Intercreditor AgreementsAgreement. (c) Each Holder, by its acceptance of any Notes and the Guarantees, irrevocably consents and agrees to the terms of Section 11.09 hereof, the Security Documents and the any Intercreditor Agreements Agreement (including, without limitation, the provisions providing for foreclosure) ), as the same may be in effect or as may be amended from time to time in accordance with their terms terms, and authorizes and directs the Collateral Agent to enter into and perform its obligations and exercise its rights under the Security Documents and the any Intercreditor Agreements Agreement in accordance therewith. The Holders agree that the Collateral Agent is authorized to execute and deliver the Security Documents and the Intercreditor Agreements. (d) The Trustee and each Holder, by accepting the Notes and the Guarantees, acknowledges that, as more fully set forth in the Security Documents and the any Intercreditor AgreementsAgreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders Holders, the Collateral Agent and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents and the any Intercreditor Agreements Agreement and actions that may be taken thereunder.

The Collateral. (a) The due and punctual payment of the principal of, premium, if any, and interest on the Notes Securities and the Subsidiary Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by lawlawful), if any, on the Notes Securities and the Subsidiary Guarantees thereof and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer Company set forth in Section 7.07 7.6 and Section 8.05 8.6 herein, and the Notes Securities and the Subsidiary Guarantees thereof and the Security Collateral Documents, shall be secured by (i) first-priority Liens and security interests and (ii) second-priority Liens and security interests, in each case subject to Permitted Liens, as provided in the Security Collateral Documents which the Issuer Company and the Subsidiary Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture and will be secured by all Security Collateral Documents hereafter delivered as required or permitted by this Indenture, the Security Collateral Documents and the Intercreditor Agreements. (b) The Issuer Company and the Subsidiary Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the TrusteeTrustee (and to the extent set forth in the Collateral Documents and the Intercreditor Agreements, the lenders under the Rabobank Term Loan), in each case pursuant to the terms of the Security Collateral Documents and the Intercreditor Agreements, Agreements and the Collateral Agent is hereby authorized to execute and deliver the Security Collateral Documents and the Intercreditor Agreements. (c) Each Holder, by its acceptance of any Notes Securities and the GuaranteesSubsidiary Guarantees thereof, consents and agrees to the terms of Section 11.09 hereof, the Security Collateral Documents and the Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Collateral Agent to perform its obligations and exercise its rights under the Security Collateral Documents and the Intercreditor Agreements in accordance therewith. (d) The Trustee and each Holder, by accepting the Notes Securities and the GuaranteesSubsidiary Guarantees thereof, acknowledges that, as more fully set forth in the Security Collateral Documents and the Intercreditor Agreements, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the TrusteeTrustee (and to the extent set forth in the Collateral Documents and the Intercreditor Agreements, the lenders under the ABL Credit Facility and the Rabobank Term Loan), and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Collateral Documents and the Intercreditor Agreements and actions that may be taken thereunder.

The Collateral. (a) The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by lawlawful), if any, on the Notes and the Guarantees thereof and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer Company set forth in Section 7.07 7.6 and Section 8.05 8.6 herein, and the Notes and the Guarantees thereof and the Security Collateral Documents, shall be secured by first-priority Liens and security interests, subject to Permitted Liens, as provided in the Security Collateral Documents which Parent, the Issuer Company and the Subsidiary Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture and will shall be secured by all Security Collateral Documents hereafter delivered as required or permitted by this Indenture, the Security Documents and the Intercreditor Agreements. (b) The Issuer Parent, the Company and the Subsidiary Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders Holders, the Collateral Agent and the Trustee, in each case pursuant to the terms of the Security Documents and the Intercreditor AgreementsCollateral Documents, and the Collateral Agent is hereby authorized to execute and deliver the Security Documents and the Intercreditor AgreementsCollateral Documents. (c) Each Holder, by its acceptance of any Notes and the GuaranteesGuarantees thereof, consents and agrees to the terms of Section 11.09 hereof, the Security Collateral Documents and the Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure) ), the First Lien Intercreditor Agreement and the Junior Lien Intercreditor Agreement, as the same may be in effect or as may be amended from time to time in accordance with their terms terms, and authorizes and directs the Junior Lien Collateral Agent to perform its obligations and exercise its rights under the Security Documents Collateral Documents, the First Lien Intercreditor Agreement and the Junior Lien Intercreditor Agreements Agreement in accordance therewith. (d) The Trustee and each Holder, by accepting the Notes and the GuaranteesGuarantees thereof, acknowledges that, as more fully set forth in the Security Documents and the Intercreditor AgreementsCollateral Documents, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents Collateral Documents, the First Lien Intercreditor Agreement and the Junior Lien Intercreditor Agreements Agreement and actions that may be taken thereunder.

The Collateral. (a) The Subject to the provisions of the Intercreditor Agreement, the due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Subsidiary Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by lawlawful), if any, on the Notes and the Subsidiary Guarantees thereof and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer Company set forth in Section 7.07 7.6 and Section 8.05 8.6 herein, and the Notes and the Subsidiary Guarantees thereof and the Security Collateral Documents, shall be secured by first-priority Liens and security interests, subject to Permitted Liens, as provided in the Security Collateral Documents which the Issuer Company and the Subsidiary Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture and will shall be secured by all Security Collateral Documents hereafter delivered as required or permitted by this Indenture, the Security Documents and the Intercreditor Agreements. (b) The Issuer Company and the Subsidiary Guarantors hereby agree that the Collateral Agent (or, with respect to Possessory Collateral (as defined in the Intercreditor Agreement), the Applicable Authorized Representative (as defined in the Intercreditor Agreement)) shall hold the Collateral in trust for the benefit of all of the Holders and the TrusteeSecured Parties, in each case pursuant to the terms of the Security Collateral Documents and the Intercreditor AgreementsAgreement, and the Collateral Agent is hereby authorized to execute and deliver the Security Collateral Documents and the Intercreditor AgreementsAgreement. (c) Each Holder, by its acceptance of any Notes and the GuaranteesSubsidiary Guarantees thereof, consents and agrees to the terms of Section 11.09 hereof, the Security Collateral Documents and the Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure) and the Intercreditor Agreement, as the same may be in effect or as may be amended from time to time in accordance with their terms terms, and authorizes and directs the Collateral Agent to perform its obligations and exercise its rights under the Security Collateral Documents and the Intercreditor Agreements Agreement in accordance therewith. (d) The Trustee and each Holder, by accepting the Notes and the GuaranteesSubsidiary Guarantees thereof, acknowledges that, as more fully set forth in the Security Collateral Documents and the Intercreditor AgreementsAgreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the TrusteeSecured Parties, and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee Trustee, the Collateral Agent and the Holders is subject to and qualified and limited in all respects by the Security Collateral Documents and the Intercreditor Agreements Agreement and actions that may be taken thereunder.

The Collateral. (a) The Collateral Trustee shall have the privileges, powers and immunities as set forth herein and in the Collateral Documents. The due and punctual payment of the principal of, premium, if any, of and interest on the Notes and the Guarantees Securities when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Guarantees Securities, and performance of all other obligations Security Obligations of the Company and the Subsidiary Guarantors to the Securityholders, the Trustee or the Collateral Trustee under this Indenture, includingthe Securities and the Collateral Documents, without limitationaccording to the terms hereunder or thereunder, are secured as provided in the obligations Collateral Documents, which define the terms of the Issuer set forth in Section 7.07 and Section 8.05 hereinLiens that secure the Security Obligations, subject to the terms of the Intercreditor Agreement, and the Notes and the Guarantees and the Security Documents, shall be secured by firstprovide that such Liens are at least fourth-priority Liens and security interestsLiens, subject to Permitted Liens, as provided in the Security Documents which the Issuer . The Company and the Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture and will be secured by all Security Documents hereafter delivered as required or permitted by this Indenture, the Security Documents and the Intercreditor Agreements. (b) The Issuer and the Subsidiary Guarantors hereby agree that the Collateral Agent Trustee shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Collateral Documents and the Intercreditor AgreementsAgreement, and the Collateral Agent Trustee is hereby authorized to execute and deliver the Security Collateral Documents and the Intercreditor AgreementsAgreement. (cb) Each Holder, by its acceptance of any Notes and the GuaranteesSecurities, consents and agrees to the terms of Section 11.09 hereof, the Security Collateral Documents and the Intercreditor Agreements (including, without limitation, including the provisions providing for foreclosureforeclosure and release of Collateral) and the Intercreditor Agreement, as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture, and that it shall not be entitled to the benefits of the Collateral Documents, the Intercreditor Agreement or this Indenture except pursuant to the terms and conditions thereof and hereof, and each Holder irrevocably appoints the Collateral Trustee and authorizes and directs the Trustee and the Collateral Agent Trustee to perform its their respective obligations and exercise its their respective rights under the Security Collateral Documents and the Intercreditor Agreements Agreement in accordance therewith, together with such powers as are reasonably incidental thereto; provided, however, that if any of the provisions of the Collateral Documents or the Intercreditor Agreement limit, qualify or conflict with the duties imposed by the provisions of the TIA, the TIA shall control. Subject to the provisions of the Intercreditor Agreement, the Collateral Trustee is authorized to receive any funds for the benefit of the Holders distributed under the Collateral Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture. (dc) The Trustee and each Holder, by accepting the Notes and the GuaranteesSecurities, acknowledges that, as more fully set forth in the Security Collateral Documents and the Intercreditor AgreementsAgreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Collateral Documents and the Intercreditor Agreements Agreement and actions that may be taken thereunder. The Company shall deliver to the Trustee copies of all documents delivered to the Collateral Trustee pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be required by Section 13.3, to assure and confirm to the Trustee and the Collateral Trustee the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities and Subsidiary Guarantees secured hereby, according to the intent and purposes herein expressed.

The Collateral. (a) The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees an all other Notes Obligations when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Note Guarantees and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer Company set forth in Section 7.07 7.7 and Section 8.05 8.5 herein, and the Notes and Notes, the Note Guarantees and the Security Documents, Collateral Documents shall be secured by first-priority Liens and security interestsinterests with the priority required by the Intercreditor Agreement, in each case subject to Permitted Liens, as provided in the Security Collateral Documents which that the Issuer Company and the Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture and will be secured by all Security Collateral Documents hereafter delivered as required or permitted by this Indenture, the Security Collateral Documents and the Intercreditor AgreementsAgreement. (b) The Issuer Company and the Guarantors hereby agree that the Notes Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the TrusteeNotes Secured Parties, in each case pursuant to the terms of the Security Documents and Collateral Documents, the Intercreditor AgreementsAgreement and any Junior Lien Intercreditor Agreement, and the Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents and Collateral Documents, the Intercreditor AgreementsAgreement and any Junior Lien Intercreditor Agreement. (c) Each Holder, by its acceptance of any Notes and the Note Guarantees, consents and agrees to the terms of Section 11.09 11.9 hereof, the Security Documents and Collateral Documents, the Intercreditor Agreements Agreement (including, without limitation, the provisions providing for foreclosure) and any Junior Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Notes Collateral Agent to perform its obligations and exercise its rights under the Security Collateral Documents and the Intercreditor Agreements Agreement in accordance therewith. (d) The Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledges that, as more fully set forth in the Security Collateral Documents and the Intercreditor AgreementsAgreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Collateral Documents and the Intercreditor Agreements Agreement and actions that may be taken thereunder.

The Collateral. (a) The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Guarantees and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer set forth in Section 7.07 and Section 8.05 herein, and the Notes and the Guarantees and the Security Documents, Obligations shall be secured by first-priority Liens valid and security interestsperfected first liens on the inventory, accounts receivable, contract rights (including rights under the Acquisition Agreement) or proceeds thereof, notes receivable, general intangibles (including rights in and to bank and other depository accounts except that the Borrower and the Guarantors need not take any steps to perfect a lien on accounts maintained in proximity to its operations for the purpose of paying amounts owing (as opposed to receiving collections) provided that the total balance on deposit in such accounts shall not exceed $250,000), fixtures, furniture, equipment (other than aircraft and vehicles covered by a certificate of title law), Timberland (provided that the Timberland which is the subject of the Frontier Stumpage Contract will be subject to Permitted Liens, as provided in the Security Documents which rights of Frontier and its successors and assigns thereunder) and other land of the Issuer Borrower and the Guarantors, as by the case may becapital stock or other equity interests in the Subsidiaries owned by the Borrower, have entered into simultaneously with by the execution rights of this Indenture STT II in the escrow referred to in Section 3.4(b)(v) hereof and will be secured by all Security Documents equity interests in the Borrower and STP II, in each instance whether now owned or hereafter delivered as required or permitted by this Indentureacquired (collectively the "Collateral"), the Security Documents and the Intercreditor Agreements. (b) The Issuer Borrower and the Guarantors hereby agree that they will from time to time at the Collateral Agent shall hold the Collateral in trust for the benefit of all request of the Holders and Administrative Agent or the Trustee, in each case pursuant to the terms of the Security Documents and the Intercreditor Agreements, and the Collateral Agent is hereby authorized to Required Lenders execute and deliver and cause to be executed and delivered such documents and do such acts and things as the Security Documents Administrative Agent or Required Lenders may reasonably request in order to provide for or perfect such liens. The foregoing to the contrary notwithstanding, (i) unless and until an Event of Default has occurred and is continuing the Borrower need not deliver any note receivable to the Administrative Agent which has a principal balance of $1,000,000 or less, (ii) the Administrative Agent's liens on the equity interests in the Borrower and STP II shall be subordinate to a lien thereon securing the Bridge Loan and (iii) the Collateral shall not include the Transferred Assets. The Borrower and the Intercreditor Agreements. Guarantors agree to promptly, but in any event within 30 days of the date hereof, make such arrangements as shall be necessary or appropriate to assure that all proceeds of the Collateral are deposited (cin the same form as received) Each Holderin accounts maintained with, by its acceptance of any Notes or under the dominion and control of, the Administrative Agent, such accounts to constitute special restricted accounts, the Borrower and the Guarantees, consents Guarantors acknowledging that the Administrative Agent has (and agrees is hereby granted) a first priority lien on such accounts and all funds contained therein to secure the Obligations. If and to the terms of Section 11.09 hereofextent that proceeds are deposited in accounts maintained with financial institutions other than the Administrative Agent, it shall be a condition to the Security Documents Borrower's and the Intercreditor Agreements Guarantors' right to so effect such deposits more than 30 days after the date hereof that the banks of account have delivered to the Administrative Agent letters satisfactory to the Administrative Agent in form and substance pursuant to which such banks of account acknowledge the Administrative Agent's lien thereon, waive any right of offset or bankers' liens thereon (includingother than with respect to account maintenance charges and returned items) and that collected amounts on deposit in such accounts will only be transferred to the Administrative Agent from and after notice from the Administrative Agent to that effect. The Lenders agree with the Borrower and the Guarantors that if and so long as no Event of Default has occurred or is continuing hereunder, without limitation, amounts on deposit in the provisions providing for foreclosure) accounts maintained with the Administrative Agent will (subject to the rules and regulations of the Administrative Agent as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs effect applicable to demand deposit accounts) be made available to the Collateral Agent to perform its obligations and exercise its rights under the Security Documents Borrower and the Intercreditor Agreements Guarantors for use in accordance therewith. (d) The Trustee and each Holder, by accepting the Notes conduct of their businesses and the Guarantees, acknowledges that, as more fully set forth in Administrative Agent will give no notice to other banks of account pursuant to the Security Documents and immediately preceding sentence. Upon the Intercreditor Agreementsoccurrence of an Event of Default, the Collateral as now or hereafter constituted shall be held for Administrative Agent may apply the benefit of all funds on deposit in such accounts to the Holders and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents and the Intercreditor Agreements and actions that may be taken thereunderObligations.

The Collateral. (a) The due and punctual payment of the principal of, premium, if any, Additional Amounts, if any, and interest (including Additional Interest) on the Notes Securities and the Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes Securities and the Guarantees thereof and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer Company set forth in Section 7.07 7.7 and Section 8.05 8.5 herein, and the Notes Securities and the Guarantees thereof and the Security Collateral Documents, shall be secured by (i) first-priority Liens and security interests and (ii) second-priority Liens and security interests, in each case subject to Permitted Liens, Liens as provided in the Security Collateral Documents which the Issuer Company and the Subsidiary Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture and will be secured by all Security Collateral Documents hereafter delivered as required or permitted by this Indenture, the Security Collateral Documents and the Intercreditor Agreements. (b) Agreement. The Issuer Company and the Subsidiary Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Collateral Documents and the Intercreditor Agreements, Agreement and the Collateral Agent is hereby authorized to execute and deliver the Security Collateral Documents and the Intercreditor AgreementsAgreement. (cb) Each Holder, by its acceptance of any Notes Securities and the GuaranteesGuarantees thereof, consents and agrees to the terms of Section 11.09 hereof, the Security Collateral Documents and the Intercreditor Agreements Agreement (including, without limitation, the provisions providing for foreclosure) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Collateral Agent to perform its obligations and exercise its rights under the Security Collateral Documents and the Intercreditor Agreements in accordance therewith. (dc) The Trustee and each Holder, by accepting the Notes Securities and the GuaranteesGuarantees thereof, acknowledges that, as more fully set forth in the Security Collateral Documents and the Intercreditor AgreementsAgreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Collateral Documents and the Intercreditor Agreements Agreement and actions that may be taken thereunder.

The Collateral. (a) The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Guarantees and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer Company set forth in Section 7.07 and Section 8.05 herein, and the Notes and the Guarantees and the Security Collateral Documents, shall be secured by first-priority Liens on and security interestsinterests in the Notes Collateral and the ABL Collateral, in each case with the priority set forth in the Intercreditor Agreements and subject to Permitted Liens, as provided in the Security Collateral Documents which the Issuer Company and the Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture and will be secured by all Security Collateral Documents hereafter delivered as required or permitted by this Indenture, the Security Documents Indenture and the Intercreditor AgreementsCollateral Documents. All property of the Company and the Guarantors owned on the Issue Date (other than Excluded Property) shall be pledged as Collateral pursuant to the Collateral Documents on the Issue Date, and perfected with the priority intended to be granted thereby, subject, in the case of the Post-Closing Collateral Documents, to the provisions of Section 11.05. (b) The Issuer Company and the Guarantors hereby agree that the Notes Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Documents and the Intercreditor AgreementsCollateral Documents, and the Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents and the Intercreditor AgreementsCollateral Documents. (c) Each Holder, by its acceptance of any Notes and the Guarantees, consents and agrees to the terms of Section 11.09 hereof, the Security Documents and the Intercreditor Agreements Collateral Documents (including, without limitation, the provisions providing for foreclosurethe possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Trustee and the Notes Collateral Agent to perform its obligations and exercise its rights under the Security Documents this Indenture and the Intercreditor Agreements Collateral Documents in accordance therewith. (d) The Trustee and each Holder, by accepting the Notes and the Guarantees, acknowledges that, as more fully set forth in the Security Documents and the Intercreditor AgreementsCollateral Documents, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Collateral Documents and the Intercreditor Agreements and actions that may be taken thereunder. (e) The Company shall, and shall cause each of the Grantors to, at the Company’s sole cost and expense, take or cause to be taken such actions as may be required by the Collateral Documents, to perfect, maintain (with the priority required under the Collateral Documents), preserve and protect the valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral granted by the Collateral Documents in favor of the Notes Collateral Agent as security for the First Lien Notes Obligations, superior to and prior to the rights of all third Persons (other than as set forth in the Intercreditor Agreements and other than to the extent permitted or not prohibited under this Indenture with respect to Permitted Liens), and subject to no other Liens (other than Permitted Liens), including (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders, the Notes Collateral Agent, and the Trustee under this Indenture and the Collateral Documents to all property comprising the Collateral, and (ii) the delivery of the certificates evidencing the securities pledged under any Collateral Document, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to the Indenture, the Collateral Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto.

The Collateral. (a) Each Holder, by its acceptance of any Notes and the Guarantees thereof, irrevocably consents and agrees to the appointment of U.S. Bank National Association to act as Collateral Agent. The Collateral Agent shall have the privileges, powers and immunities as set forth in this Indenture and the Security Documents. Notwithstanding any provision to the contrary contained elsewhere in this Indenture or the Security Documents, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the Security Documents to which the Collateral Agent is a party, nor shall the Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder, the Issuers or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture or the Security Documents or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Guarantees thereof and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer set forth in Section 7.07 and Section 8.05 herein, and the Notes and the Guarantees and the Security Documents, Indenture shall be secured by first-priority Liens and security interests, subject interests on the Collateral to Permitted Liens, as the extent provided in the Security Documents which the Issuer and the Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture and will be secured by all Security Documents hereafter delivered as required or permitted by this Indenture, the Security Documents and subject to the ABL Intercreditor Agreements. (b) Agreement, any Pari Passu Second Lien Intercreditor Agreement and any Junior Lien Intercreditor Agreement. The Issuer Issuers and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust on behalf of and for the benefit of all of the Holders Holders, the Trustee and the TrusteeCollateral Agent, in each case pursuant to the terms of the Security Documents and the Intercreditor AgreementsDocuments, and the Collateral Agent is and the Trustee are hereby directed and authorized by the Holders to execute and deliver the Security Documents and the Intercreditor AgreementsDocuments. (cb) Each Holder, by its acceptance of any Notes and the GuaranteesGuarantees thereof, irrevocably consents and agrees to the terms of Section 11.09 hereof, the Security Documents and the Intercreditor Agreements (including, without limitation, the provisions providing for foreclosureforeclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms terms, agrees to the appointment of the Collateral Agent and authorizes and directs the Collateral Agent (i) to enter into the Security Documents (including, without limitation, the ABL Intercreditor Agreement), and perform its obligations and exercise its rights rights, powers and discretions under the Security Documents and the Intercreditor Agreements in accordance therewith, (ii) make the representations of the Holders set forth in the Security Documents (including, without limitation, the ABL Intercreditor Agreement), and (iii) bind the Holders on the terms as set forth in the Security Documents (including, without limitation, the ABL Intercreditor Agreement). (dc) The Trustee Trustee, the Collateral Agent and each Holder, by accepting the Notes and the Guarantees, Guarantees thereof acknowledges that, as more fully set forth in the Security Documents and the Intercreditor AgreementsDocuments, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders Holders, the Collateral Agent and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Trustee Trustee, the Collateral Agent and the Holders is subject to and qualified and limited in all respects by the Security Documents and the Intercreditor Agreements and actions that may be taken thereunder.

The Collateral. (a) The Issuers and the Subsidiary Guarantors hereby appoint Deutsche Bank Trust Company Americas to act as Collateral Agent, and each Holder, by its acceptance of any Notes and the Subsidiary Guarantees thereof, irrevocably consents and agrees to such appointment. The Collateral Agent shall have the privileges, powers and immunities as set forth in this Indenture and the Security Documents. From and after the Issue Date, the due and punctual payment of the principal of, premiumpremium and Special Interest, if any, and interest on the Notes and the Subsidiary Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Subsidiary Guarantees thereof and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer Issuers set forth in Section 7.07 7.7 and Section 8.05 8.5 herein, and the Notes and the Subsidiary Guarantees thereof and the Security Documents, shall be secured by (i) first-priority Liens and security interests, interests on the Note Priority Collateral and (ii) second-priority Liens and security interests on the ABL Priority Collateral (in each case subject to Permitted Liens), as and to the extent provided in the Security Documents Documents, which the Issuer Issuers and the Subsidiary Guarantors, as the case may be, have entered into prior to or simultaneously with the execution of this Indenture and will be secured by all Security Documents hereafter delivered as required or permitted by this Indenture, Indenture and the Security Documents Documents. The Collateral will also secure the Issuers’ and the Subsidiary Guarantors’ Obligations under Pari Passu Notes Lien Indebtedness as provided in the Intercreditor Agreements. (b) . The Issuer Issuers and the Subsidiary Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust on behalf of and for the benefit of all of the Holders Holders, the Trustee and the TrusteeCollateral Agent, in each case pursuant to the terms of the Security Documents and the Intercreditor Agreements, Collateral Agent and the Collateral Agent is Trustee are hereby directed and authorized to execute and deliver the Security Documents Agreement and the Intercreditor Agreementsother applicable Security Documents. (cb) Each Holder, by its acceptance of any Notes and the GuaranteesNote Guarantees thereof, irrevocably consents and agrees to the terms of Section 11.09 hereof, the Security Documents and the Intercreditor Agreements (including, without limitation, the provisions providing for foreclosureforeclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms terms, agrees to the appointment of the Collateral Agent and authorizes and directs the Collateral Agent to perform its obligations and exercise its rights rights, powers and discretions under the Security Documents and the Intercreditor Agreements in accordance therewith. (dc) The Trustee Trustee, the Collateral Agent and each Holder, by accepting the Notes and the GuaranteesSubsidiary Guarantees thereof, acknowledges that, as more fully set forth in the Security Documents and the Intercreditor AgreementsDocuments, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders Holders, the Collateral Agent and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Trustee Trustee, the Collateral Agent and the Holders is subject to and qualified and limited in all respects by the Security Documents and the Intercreditor Agreements and actions that may be taken thereunder.

The Collateral. (a) The due and punctual payment of the principal of, premium, if any, and interest (including Special Interest) on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Note Guarantees and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer Company set forth in Section 7.07 7.7 and Section 8.05 8.5 herein, and the Notes and the Note Guarantees and the Security Collateral Documents, shall be secured by (i) first-priority Liens and security interests and (ii) second-priority Liens and security interests, in each case subject to Permitted Liens, as provided in the Security Collateral Documents which the Issuer Company and the Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture and will be secured by all Security Collateral Documents hereafter delivered as required or permitted by this Indenture, the Security Collateral Documents and the Intercreditor AgreementsAgreement. (b) The Issuer Company and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Collateral Documents and the Intercreditor AgreementsAgreement, and the Collateral Agent is hereby authorized to execute and deliver the Security Collateral Documents and the Intercreditor AgreementsAgreement. (c) Each Holder, by its acceptance of any Notes and the Note Guarantees, consents and agrees to the terms of Section 11.09 hereof, the Security Collateral Documents and the Intercreditor Agreements Agreement (including, without limitation, the provisions providing for foreclosure) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Collateral Agent to perform its obligations and exercise its rights under the Security Collateral Documents and the Intercreditor Agreements Agreement in accordance therewith. (d) The Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledges that, as more fully set forth in the Security Collateral Documents and the Intercreditor AgreementsAgreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Collateral Documents and the Intercreditor Agreements Agreement and actions that may be taken thereunder.

The Collateral. (a) The Issuers and the Subsidiary Guarantors hereby appoint Deutsche Bank Trust Company Americas to act as Collateral Agent, and each Holder, by its acceptance of any Notes and the Guarantees thereof, irrevocably consents and agrees to such appointment. The Collateral Agent shall have the privileges, powers and immunities as set forth in this Indenture and the Security Documents. From and after the Issue Date, the due and punctual payment of the principal of, premiumpremium and Special Interest, if any, and interest on the Notes and the Note Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Note Guarantees thereof and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer Issuers set forth in Section 7.07 7.7 and Section 8.05 8.5 herein, and the Notes and the Note Guarantees thereof and the Security Documents, shall be secured by (i) first-priority Liens and security interests, interests on the Note Priority Collateral and (ii) second-priority Liens and security interests on the ABL Priority Collateral (in each case subject to Permitted Liens), as and to the extent provided in the Security Documents Documents, which the Issuer Issuers and the Subsidiary Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture and will be secured by all Security Documents hereafter delivered as required or permitted by this Indenture, Indenture and the Security Documents Documents. The Collateral will also secure the Issuers’ and the Subsidiary Guarantors’ Obligations under Pari Passu Notes Lien Indebtedness as provided in the Intercreditor Agreements. (b) . The Issuer Issuers and the Subsidiary Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust on behalf of and for the benefit of all of the Holders Holders, the Trustee and the TrusteeCollateral Agent, in each case pursuant to the terms of the Security Documents and the Intercreditor Agreements, Collateral Agent and the Collateral Agent is Trustee are hereby directed and authorized to execute and deliver the Security Documents and the Intercreditor AgreementsDocuments. (cb) Each Holder, by its acceptance of any Notes and the GuaranteesNote Guarantees thereof, irrevocably consents and agrees to the terms of Section 11.09 hereof, the Security Documents and the Intercreditor Agreements (including, without limitation, the provisions providing for foreclosureforeclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms terms, agrees to the appointment of the Collateral Agent and authorizes and directs the Collateral Agent to perform its obligations and exercise its rights rights, powers and discretions under the Security Documents and the Intercreditor Agreements in accordance therewith. (dc) The Trustee Trustee, the Collateral Agent and each Holder, by accepting the Notes and the GuaranteesNote Guarantees thereof, acknowledges that, as more fully set forth in the Security Documents and the Intercreditor AgreementsDocuments, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders Holders, the Collateral Agent and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Trustee Trustee, the Collateral Agent and the Holders is subject to and qualified and limited in all respects by the Security Documents and the Intercreditor Agreements and actions that may be taken thereunder.

The Collateral. (a) The Issuer hereby appoints Computershare Trust Company of Canada to act as Collateral Agent, and each Holder by its acceptance of any Notes and the Guarantees thereof, irrevocably consents and agrees to such appointment. The Collateral Agent shall have the privileges, powers and immunities set forth in this Indenture, the Collateral Documents and the Intercreditor Agreements. The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Guarantees thereof when and as the same shall be due and payable, whether on an interest payment dateAmortization Date, Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and overdue interest (to the extent permitted by law), if any, on the Notes and the Guarantees thereof and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer set forth in Section 7.07 7.06 and Section 8.05 8.05(b) herein, and the Notes and the Guarantees thereof and the Security Collateral Documents, shall be secured by first-priority and second-priority Liens and security interestsinterests in the Collateral, in each case subject to Permitted Liens, as and to the extent provided in the Security Collateral Documents which the Issuer and the GuarantorsPNCC, as the case may be, have entered into simultaneously with the execution of this Indenture and will be secured by all Security Collateral Documents hereafter delivered as required or permitted by this Indenture, the Security Collateral Documents and the Intercreditor Agreements. (b) . The Issuer and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the TrusteeSecured Parties, in each case pursuant to the terms of the Security Collateral Documents and the Intercreditor Agreements, and the Collateral Agent is and the Trustee are hereby authorized to execute and deliver the Security Collateral Documents and the Intercreditor Agreements. (cb) Each The Trustee and each Holder, by its acceptance of any Notes and the GuaranteesGuarantees thereof, irrevocably consents and agrees to the terms of Section 11.09 hereof, the Security Collateral Documents and the Intercreditor Agreements (including, without limitation, the provisions providing for foreclosureforeclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms terms, agrees to the appointment of the Collateral Agent and authorizes and directs the Collateral Agent to perform its obligations and exercise its rights rights, powers and discretions under the Security Collateral Documents and the Intercreditor Agreements in accordance therewith. (dc) The Trustee and each Holder, by accepting the Notes and the GuaranteesGuarantees thereof, acknowledges that, as more fully set forth in the Security Collateral Documents and the Intercreditor Agreements, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the TrusteeSecured Parties, and that the Lien of relating to this Indenture and the Security Collateral Documents in respect favour of the Trustee and the Holders Secured Parties is subject to and qualified and limited in all respects by the Security Collateral Documents and the Intercreditor Agreements and actions that may be taken thereunder. (d) For greater certainty, and without limiting the powers of the Collateral Agent (or any other Person acting as an agent or mandatary for the Collateral Agent) hereunder or under the Collateral Documents and the Intercreditor Agreements, the Issuer and each Guarantor hereby acknowledge that, for purposes of holding any security granted by the Issuer or any Guarantor on property pursuant to the laws of the Province of Quebec to secure obligations of the Issuer or any Guarantor under the Notes or any bond or debenture, the Collateral Agent shall be the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Québec) for the Trustee, all present and future Holders and all present and future holders of any such bond or debenture. The Trustee hereby irrevocably constitutes the Collateral Agent as the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Québec) in order to hold security granted by the Issuer or any Guarantor in the Province of Québec to secure the obligations of the Issuer or any Guarantor under the Notes or any bond or debenture issued by the Issuer or any Guarantor. Each Holder shall be deemed to have confirmed and ratified the constitution of the Collateral Agent as the holder of such irrevocable power of attorney (fondé de pouvoir) by holding, or accepting the benefit of any Note, bond or debenture. Each Banking Services Provider which provides the notice contemplated in the definition of “Banking Services” shall be deemed to have confirmed and ratified the constitution of the Collateral Agent as the holder of such irrevocable power of attorney (fondé de pouvoir) by issuing such notice. Each Secured Swap Counterparty which provides the notice contemplated in the definition of “Secured Swap Obligation” shall be deemed to have confirmed and ratified the constitution of the Collateral Agent as the holder of such irrevocable power of attorney (fondé de pouvoir) by issuing such notice. Notwithstanding the provisions of section 32 of the An Act respecting the special powers of legal persons (Quebec), the Collateral Agent or the Trustee may acquire and be the holder of any the Notes or any bond or debenture. The Issuer hereby acknowledges that each of the Notes and any such bond or debenture constitutes a title of indebtedness, as such term is used in Article 2692 of the Civil Code of Québec. The execution by the Collateral Agent as fondé de pouvoir of any deeds of hypothec or other documents prior to the date hereof is hereby ratified and confirmed. The Issuer, the Trustee and the Holders also agree that the Collateral Agent may hold any bond or debenture issued by the Issuer, including as named bondholder or debentureholder or as the Person holding on behalf of the Trustee and the other Secured Parties, in accordance with Article 2705 of the Civil Code of Québec, any bond or debenture pledged in favour of the Trustee and the other Secured Parties. (e) Each Secured Party that is not a party to this Indenture shall be deemed to have appointed the Collateral Agent as its agent under the Collateral Documents in accordance with the terms of this Section 10.01 and to have acknowledged that the provisions of this Section 10.01 apply to such Secured Party mutatis mutandis as though it were a party hereto (and any acceptance by such Secured Party of the benefits of this Indenture or any other document delivered in connection with this Indenture shall be deemed an acknowledgement of the foregoing).

The Collateral. (a) The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Note Guarantees and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer Company set forth in Section 7.07 and Section 8.05 herein, and the Notes and the Note Guarantees and the Security Collateral Documents, shall be secured by (i) first-priority Liens and security interestsinterests on the First Priority Collateral and (ii) second-priority Liens and security interests on the ABL Collateral, in each case subject to Permitted Liens, as provided in the Security Collateral Documents which the Issuer Company and the Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture and will be secured by all Security Collateral Documents hereafter delivered as required or permitted by this Indenture, the Security Collateral Documents and the Intercreditor Agreements. (b) The Issuer Company and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Collateral Documents and the Intercreditor Agreements, and the Collateral Agent is hereby authorized to execute and deliver the Security Collateral Documents and the Intercreditor Agreements. (c) Each Holder, by its acceptance of any Notes and the Note Guarantees, hereby appoints the Trustee to serve as Collateral Agent and representative of the Holders under each of the Collateral Documents and the Intercreditor Agreements, and authorizes the Collateral Agent to execute and enter into each of the Collateral Documents and the Intercreditor Agreements and all other instruments relating to the Collateral Documents and (i) to take action and exercise such powers as are expressly required or permitted hereunder and under the Intercreditor Agreements, the Collateral Documents and all instruments relating hereto and thereto and (ii) to exercise such powers and perform such duties as are in each case, expressly delegated to the Collateral Agent by the terms hereof and thereof together with such other powers as are reasonably incidental hereto and thereto. (d) Notwithstanding any provision to the contrary elsewhere in this Indenture, the Intercreditor Agreements or the Collateral Documents, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein or therein or any fiduciary relationship with any Holder, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Intercreditor Agreements or any Collateral Document or otherwise exist against the Collateral Agent. For the avoidance of doubt, the Collateral Agent shall have no duty or obligation to any Holder or any other Person to assure that the Collateral exists or is owned by the Company or any Guarantor or is cared for, protected or insured or has been encumbered or that the liens granted to the Collateral Agent pursuant to the Collateral Documents have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (e) The Collateral Agent may consult with counsel of its selection and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder or under the Security Documents in good faith and in accordance with the advice or opinion of such counsel. (f) Each Holder, by its acceptance of any Notes and the Note Guarantees, hereby consents and agrees to the terms of Section 11.09 hereof, the Security Collateral Documents and the Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Collateral Agent to perform its obligations and exercise its rights under the Security Collateral Documents and the Intercreditor Agreements in accordance therewith. (dg) The Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledges that, as more fully set forth in the Security Collateral Documents and the Intercreditor Agreements, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Collateral Documents and the Intercreditor Agreements and actions that may be taken thereunder. (h) The Collateral Agent shall not be liable for any action taken or not taken by it under this Indenture, the Intercreditor Agreements or any of the Collateral Documents (i) with the consent or at the request of the Holders of a majority of the aggregate principal amount of the outstanding Notes or (ii) in the absence of its own gross negligence or willful misconduct.

The Collateral. (a) The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by lawlawful), if any, on the Notes and the Guarantees thereof and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer Company set forth in Section 7.07 7.6 and Section 8.05 8.6 herein, and the Notes and the Guarantees thereof and the Security Collateral Documents, shall be secured by first-priority Liens and security interests, subject to Permitted Liens, as provided in the Security Collateral Documents which Parent, the Issuer Company and the Subsidiary Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture and will shall be secured by all Security Collateral Documents hereafter delivered as required or permitted by this Indenture, the Security Documents and the Intercreditor Agreements. (b) The Issuer Parent, the Company and the Subsidiary Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders Holders, the Collateral Agent and the Trustee, in each case pursuant to the terms of the Security Documents and the Intercreditor AgreementsCollateral Documents, and the Collateral Agent is hereby authorized to execute and deliver the Security Documents and the Intercreditor AgreementsCollateral Documents. (c) Each Holder, by its acceptance of any Notes and the GuaranteesGuarantees thereof, consents and agrees to the terms of Section 11.09 hereof, the Security Collateral Documents and the Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure) and the Intercreditor Agreement, as the same may be in effect or as may be amended from time to time in accordance with their terms terms, and authorizes and directs the Junior Lien Collateral Agent to perform its obligations and exercise its rights under the Security Collateral Documents and the Intercreditor Agreements Agreement in accordance therewith. (d) The Trustee and each Holder, by accepting the Notes and the GuaranteesGuarantees thereof, acknowledges that, as more fully set forth in the Security Documents and the Intercreditor AgreementsCollateral Documents, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents Collateral Documents, and the Intercreditor Agreements Agreement and actions that may be taken thereunder.

The Collateral. The Security Agreement creates a valid first priority security interest in the Collateral described therein securing the Obligations (a) The due subject only to Permitted Encumbrances and punctual payment Liens permitted under Section 7.01 and to such qualifications and exceptions as are contained in the Uniform Commercial Code with respect to the priority of security interests perfected by means other than the filing of a financing statement or with respect to the creation of security interests in Property to which Division 9 of the principal ofUniform Commercial Code does not apply) and all action necessary to perfect the security interests so created, premiumother than filing of UCC-1 financing statements with the appropriate Governmental Authorities, if anyhave been taken and completed. The Trademark Collateral Assignment creates a valid first priority collateral assignment of the Collateral described therein securing the Obligations (subject only to Permitted Encumbrances and Liens permitted under Section 7.01) and all action necessary to perfect the collateral assignment so created have been taken and completed. The Pledge Agreement (Nevada Gaming) creates a valid first priority security interest in the Pledged Collateral referred to therein and all action necessary to perfect the security interest so created has been taken and completed (provided that it is acknowledged that pursuant to applicable Nevada Gaming Laws, the Administrative Agent (or its designee) must maintain possession of such Pledged Collateral in the State of Nevada). The Pledge Agreement (General) creates a valid first priority security interest in the Pledged Collateral referred to therein and all action necessary to perfect the security interest so created has been taken and completed. Each Deed of Trust creates a valid Lien in the Collateral described therein securing the Obligations, other than those arising under Sections 10.04(c) (subject only to Permitted Encumbrances and matters described in Section 7.01) and all action necessary to perfect the Liens so created, other than recordation or filing thereof with the appropriate Governmental Authorities, has been taken and completed. Each of the Ship Mortgages creates a valid Lien in the Collateral described therein securing the Obligations (subject only to Permitted Encumbrances and matters described in Section 7.01), and interest on all action necessary to perfect the Notes and the Guarantees when and as the same shall be due and payableLiens so created, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption other than recordation or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Guarantees and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer set forth in Section 7.07 and Section 8.05 herein, and the Notes and the Guarantees and the Security Documents, shall be secured by first-priority Liens and security interests, subject to Permitted Liens, as provided in the Security Documents which the Issuer and the Guarantors, as the case may be, have entered into simultaneously filing thereof with the execution of this Indenture appropriate Governmental Authorities, has been taken and will be secured by all Security Documents hereafter delivered as required or permitted by this Indenture, the Security Documents and the Intercreditor Agreementscompleted. (b) The Issuer and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Documents and the Intercreditor Agreements, and the Collateral Agent is hereby authorized to execute and deliver the Security Documents and the Intercreditor Agreements. (c) Each Holder, by its acceptance of any Notes and the Guarantees, consents and agrees to the terms of Section 11.09 hereof, the Security Documents and the Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Collateral Agent to perform its obligations and exercise its rights under the Security Documents and the Intercreditor Agreements in accordance therewith. (d) The Trustee and each Holder, by accepting the Notes and the Guarantees, acknowledges that, as more fully set forth in the Security Documents and the Intercreditor Agreements, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents and the Intercreditor Agreements and actions that may be taken thereunder.

The Collateral. (a) The Except as provided for in Section 4.18, the due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by lawlawful), if any, on the Notes and the Note Guarantees and performance of all other obligations under this Indenture, including, without limitationthe Notes, the obligations of the Issuer set forth in Section 7.07 and Section 8.05 herein, and the Notes and the Note Guarantees and the Security Documents, shall be secured by first-priority Liens and security interestsLiens, subject to Permitted Liens, as provided in the Security Documents which the Company, the Issuer and the Guarantors, as the case may be, have entered into simultaneously with on or prior to the execution of this Indenture date hereof and will shall be secured as provided by all Security Documents hereafter delivered as required or permitted by this Indenture, Indenture and the Security Documents and Documents, including the Intercreditor Agreements. (b) The Issuer Company and the Guarantors hereby agree that the Collateral Security Agent shall hold and administer the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Documents and Documents, including the Intercreditor Agreements, and the Collateral Security Agent is and the Trustee are hereby authorized to execute and deliver the Security Documents and Documents, including the Intercreditor AgreementsAgreements and any other agreements, deeds or other documents in relation thereto, on behalf of all the Holders. (c) Each Holder, by its acceptance of any Notes and the Note Guarantees, and the Trustee, by entering into this Indenture, consents and agrees to and accepts the terms of Section 11.09 hereof, the Security Documents and Documents, including the Intercreditor Agreements (includingAgreements, without limitation, the provisions providing for foreclosure) as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably authorizes and directs the Collateral Security Agent to to: (1) perform its obligations the duties and exercise its rights the rights, power and discretion that are specifically given to it under the Security Documents and Documents, including the Intercreditor Agreements in accordance therewithAgreements, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalf. (d) The Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledges that, as more fully set forth in the Security Documents and Documents, including the Intercreditor Agreements, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents and Documents, including the Intercreditor Agreements Agreements, and actions that may be taken thereunder. (e) Subject to the terms of this Indenture and the Security Documents, the Issuer and the Guarantors shall have the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

The Collateral. (a) The Except as provided for in Section 4.18, the due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by lawlawful), if any, on the Notes and the Note Guarantees thereof and performance of all other obligations under this Indenture, including, without limitationthe Notes, the obligations of the Issuer set forth in Section 7.07 and Section 8.05 herein, and the Notes and the Note Guarantees and the Security Documents, shall be secured by first-priority Liens and security interestsLiens, subject to Permitted Liens, as provided in the Security Documents which the Company, the Issuer and the Guarantors, as the case may be, have entered into simultaneously with on or about the execution of this Indenture date hereof and will shall be secured as provided by all Security Documents hereafter delivered as required or permitted by this Indenture, the Security Documents and the Intercreditor AgreementsAgreement. (b) The Issuer Company and the Guarantors hereby agree that the Collateral Security Agent shall hold and administer the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Documents and the Intercreditor Agreements, Agreement and the Collateral Security Agent is and the Trustee are hereby authorized to execute and deliver the Security Documents and the Intercreditor AgreementsAgreement (including any other agreements, deeds or other documents in relation thereto) on behalf of all the Holders. (c) Each Holder, by its acceptance of any Notes and the GuaranteesNote Guarantees thereof, and the Trustee, by entering into this Indenture, consents and agrees to and accepts the terms of Section 11.09 hereof, the Security Documents and the Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure) Agreement as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably authorizes and directs the Collateral Security Agent to to: (A) perform its obligations the duties and exercise its rights the rights, power and discretion that are specifically given to it under the Security Documents and the Intercreditor Agreements in accordance therewithAgreement, together with any other incidental rights, power and discretions; and (B) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalf. (d) The Trustee and each Holder, by accepting the Notes and the GuaranteesNote Guarantees thereof, acknowledges that, as more fully set forth in the Security Documents and the Intercreditor AgreementsAgreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents and the Intercreditor Agreements Agreement and actions that may be taken thereunder. (e) Subject to the terms of this Indenture and the Security Documents, the Issuer and the Guarantors shall have the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

The Collateral. (a) The Issuers and the Guarantors hereby appoint Wilmington Trust, National Association to act as Collateral Trustee, and each Holder, by its acceptance of any Notes and the Subsidiary Guarantees thereof, irrevocably consents and agrees to such appointment. The Collateral Trustee shall have the privileges, powers and immunities as set forth in this Indenture and the Security Documents. From and after the date hereof, the due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Subsidiary Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Subsidiary Guarantees thereof and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer Issuers and the Guarantors set forth in Section Sections 7.07 and Section 8.05 hereinhereof, and the Notes and the Subsidiary Guarantees thereof and the Security Documents, shall be secured by first-first priority Liens and security interests, subject interests on the Collateral as and to Permitted Liens, as the extent provided in the Security Documents Documents, which the Issuer Issuers and the Guarantors, as the case may be, have entered into prior to or simultaneously with the execution of this Indenture and will be secured by all Security Documents hereafter delivered as required or permitted by this Indenture, Indenture and the Security Documents Documents. The Collateral will also secure the Issuers’ and the Guarantors’ Obligations under the Pari Passu Lien Hedge Agreements and any other Pari Passu Notes Lien Indebtedness as provided in the Collateral Trust and Intercreditor Agreements. (b) Agreement. The Issuer Issuers and the Guarantors hereby agree that the Collateral Agent Trustee shall hold the Collateral in trust on behalf of and for the benefit of all of the Holders Holders, the Trustee and the Collateral Trustee, in each case pursuant to the terms of the Security Documents and the Intercreditor AgreementsDocuments, and the Collateral Agent is Trustee and, as applicable, the Trustee are hereby directed and authorized to execute and deliver the Security Documents Agreement, the Collateral Trust and Intercreditor Agreement and the Intercreditor Agreementsother applicable Security Documents. (cb) Each Holder, by its acceptance of any Notes and the GuaranteesSubsidiary Guarantees thereof, irrevocably consents and agrees to the terms of Section 11.09 hereof, the Collateral Trust and Intercreditor Agreement and the other Security Documents and the Intercreditor Agreements (including, without limitation, the provisions providing for foreclosureforeclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms terms, agrees to the appointment of the Collateral Trustee and authorizes and directs the Collateral Agent Trustee to perform its obligations and exercise its rights rights, powers and discretions under the Collateral Trust and Intercreditor Agreement and the other Security Documents and the Intercreditor Agreements in accordance therewith. (dc) The Trustee, the Collateral Trustee and each Holder, by accepting the Notes and the GuaranteesSubsidiary Guarantees thereof, acknowledges that, as more fully set forth in the Security Documents Collateral Trust and Intercreditor Agreement and the Intercreditor Agreementsother Security Documents, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders Holders, the Collateral Trustee and the TrusteeTrustee and the holders of the Pari Passu Lien Hedge Agreements and any future Pari Passu Notes Lien Indebtedness, and that the Lien of this Indenture and the Security Documents in respect of the Trustee, the Collateral Trustee and the Holders and the holders of the Pari Passu Lien Hedge Agreements and any future Pari Passu Notes Lien Indebtedness is subject to and qualified and limited in all respects by the Collateral Trust and Intercreditor Agreement and the other Security Documents and the Intercreditor Agreements and actions that may be taken thereunder.

The Collateral. (a) The Issuer hereby appoints Wilmington Trust FSB to act as Collateral Agent, and each Holder by its acceptance of any Notes and the Guarantees thereof, irrevocably consents and agrees to such appointment. The Collateral Agent shall have the privileges, powers and immunities as set forth in this Indenture, the Security Documents and the Junior Lien Intercreditor Agreement. Prior to the Escrow Release Date, the Notes shall be secured as provided in the Escrow Agreement. From and after the Escrow Release Date, the due and punctual payment of the principal of, premium, if any, and interest (including Additional Interest) on the Notes and the Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Guarantees thereof and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer set forth in Section 7.07 7.7 and Section 8.05 8.5 herein, and the Notes and the Guarantees thereof and the Security Documents, shall be secured by first-priority Liens and security interests, interests on the Collateral (subject to Permitted Liens), as and to the extent provided in the Security Documents which the Issuer RDA and the Guarantors, as the case may be, have entered will enter into simultaneously with on the execution of this Indenture Escrow Release Date and will be secured by all Security Documents hereafter delivered as required or permitted by this IndentureIndenture and the Security Documents. The Collateral will also secure on a first-priority basis RDA’s and the Guarantors’ Obligations under Priority Payment Lien Obligations and Pari Passu Payment Lien Obligations, provided that an authorized representative of the holders thereof shall have executed a joinder to the Security Agreement in the form provided therein. Under the terms of the Security Documents, the Security Documents proceeds of any collection, sale, disposition or other realization of Collateral received in connection with the exercise of remedies (including distributions of cash, securities or other property on account of the value of the Collateral in a bankruptcy, insolvency, reorganization or similar proceedings) shall be applied, after the payment of all amounts due to the Collateral Agent under the terms hereof and the Intercreditor Agreements. Security Documents, first to repay the Indebtedness and other obligations under Credit Facilities (bincluding any Post-Petition Interest with respect thereto) incurred under Section 3.2(b)(1) hereof, Hedging Obligations with lenders under such Credit Facilities or their Affiliates and Cash Management Obligations (collectively, the “Priority Payment Lien Obligations”) before any Holder receives any proceeds. The Issuer and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Documents Agreement and the Intercreditor Agreementsother Security Documents and, upon the consummation of the Assumption, the Collateral Agent and the Trustee are hereby directed and authorized to execute and deliver the Security Agreement and the other Security Documents. The Collateral Agent is hereby authorized to execute and deliver the Security Documents Agreement and the Intercreditor Agreementsother Security Documents. (cb) Each Holder, by its acceptance of any Notes and the GuaranteesGuarantees thereof, irrevocably consents and agrees to the terms of Section 11.09 hereof, the Security Documents and the Junior Lien Intercreditor Agreements Agreement (including, without limitation, the provisions providing for foreclosure) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Collateral Agent to perform its obligations and exercise its rights rights, powers and discretions under the Security Documents and the Junior Lien Intercreditor Agreements Agreement in accordance therewith. (dc) The Trustee and each Holder, by accepting the Notes and the GuaranteesGuarantees thereof, acknowledges that, as more fully set forth in the Security Documents and the Junior Lien Intercreditor AgreementsAgreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents and the Junior Lien Intercreditor Agreements Agreement and actions that may be taken thereunder.

The Collateral. (a) The due and punctual payment of the principal of, premium, if any, and interest interest, if any, on the Notes and the Note Guarantees thereof when and as the same shall be due and payable, whether on an interest payment dateAccretion Date or Interest Payment Date (as applicable), at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of of, premium, if any, and interest Cash Interest (to the extent permitted by law), if any, on the Notes and the Note Guarantees thereof and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer set forth in Section 7.07 and Section 8.05 8.05(b) herein, and the Notes and the Guarantees thereof and the Security Collateral Documents, shall be secured by firstsecond-priority Liens and security interests, in each case subject to Permitted Liens, as provided in the Security Collateral Documents which the Issuer and the Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture and will be secured by and as provided in all Security Collateral Documents hereafter delivered as required or permitted by this Indenture, the Security Collateral Documents and the Intercreditor Agreements. (b) Agreement. The Issuer and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Collateral Documents and the Intercreditor AgreementsAgreement, and the Collateral Agent is hereby authorized to execute and deliver the Security Collateral Documents and the Intercreditor AgreementsAgreement. Xxxxx Fargo Bank, National Association is hereby appointed as the initial Collateral Agent. (cb) Each Holder, by its acceptance of any Notes and the GuaranteesNote Guarantees thereof, consents and agrees to the terms of Section 11.09 hereof, the Security Collateral Documents and the Intercreditor Agreements Agreement (including, without limitation, the provisions providing for foreclosurecertain limitations on rights to foreclosure and consents to release of Collateral) 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, agrees to the appointment of the Collateral Agent and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights under the Security Collateral Documents and the Intercreditor Agreements Agreement in accordance therewith. (dc) The Trustee and each Holder, by accepting the Notes and the GuaranteesGuarantees thereof, acknowledges that, as more fully set forth in the Security Collateral Documents and the Intercreditor AgreementsAgreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Collateral Documents and the Intercreditor Agreements Agreement and actions that may be taken thereunder.

The Collateral. (a) The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees (other than the Parent Guarantee and, prior to the 2014 Notes Repayment, the Note Guarantee of VM FinanceCo) thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by lawlawful), if any, on the Notes and the Note Guarantees thereof and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer set forth in Section 7.07 and Section 8.05 herein, and the Notes and the Note Guarantees (other than the Parent Guarantee and, prior to the 2014 Notes Repayment, the Note Guarantee of VM FinanceCo) thereof and the Security Collateral Documents, shall be secured by first-priority Liens and security interestsLiens, subject to Permitted Liens, as provided in the Security Collateral Documents which the Issuer Company and the GuarantorsNote Guarantors (other than the Parent and, prior to the 2014 Notes Repayment, VM FinanceCo), as the case may be, have entered into simultaneously with the execution of this Indenture and will shall be secured by all Security Collateral Documents hereafter delivered as required or permitted by this Indenture, the Security Collateral Documents and the Intercreditor AgreementsDeeds. (b) The Issuer Company and the Note Guarantors hereby agree that the Collateral Agent Security Trustee shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Collateral Documents and the Intercreditor Agreements, Deeds and the Collateral Agent Security Trustee and the Trustee are is hereby authorized to execute and deliver the Security Collateral Documents and the Intercreditor AgreementsDeeds (including any other agreements, deeds or other documents in relation thereto) on behalf of all of the Holders. (c) Each Holder, by its acceptance of any Notes and the GuaranteesNote Guarantees thereof, and the Trustee, by entering into this Indenture, consents and agrees to and accepts the terms of Section 11.09 hereof, the Security Collateral Documents and the Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure) Deeds as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably authorizes and directs the Collateral Agent to Security Trustee to: (A) perform its obligations the duties and exercise its the rights power and discretion that are specifically given to it under the Security Collateral Documents and the Intercreditor Agreements in accordance therewithDeeds together with any other incidental rights, power and discretions; and (B) execute each Collateral Document, waiver, modification, amendment, renewal or replacement expressed to be executed by the Security Trustee on its behalf. (d) The Trustee and each Holder, by accepting the Notes and the GuaranteesNote Guarantees thereof, acknowledges that, as more fully set forth in the Security Collateral Documents and the Intercreditor AgreementsDeeds, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Collateral Documents and the Intercreditor Agreements Deeds and actions that may be taken thereunder. (e) The Company shall procure that each of the Note Guarantors (other than the Parent and, prior to the 2014 Notes Repayment, VM Finance Co) shall provide the Liens, subject to Permitted Liens, pursuant to the Collateral Documents and the Intercreditor Deeds within 45 days of the Closing Date; provided that Note Guarantors representing at least 50% of the EBITDA of the Company and the Restricted Subsidiaries on a combined basis for the financial year ended December 31, 2008 shall have granted Liens on their assets on the Closing Date. (f) Subject to the terms of this Indenture and the Collateral Documents, the Issuer and the Note Guarantors shall have the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

The Collateral. (a) The From and after the Issue Date, the due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Guarantees and performance of all other obligations of the Co-Issuers and the Guarantors under this Indenture, including, without limitation, the obligations of the Issuer set forth in Section 7.07 and Section 8.05 herein, and the Notes and the Guarantees and the Security Documents, shall be secured by first-priority Liens and security interests, subject to Permitted Liens, as provided in the Security Documents (upon the entry into such documents), which will define the Issuer and terms of the GuarantorsLiens that secure the Notes Obligations, as subject to the case may be, have entered into simultaneously with the execution terms of this Indenture and will be secured by all Security Documents hereafter delivered as required or permitted by this Indenture, the Security Documents and the Intercreditor Agreements. (b) . The Issuer Co-Issuers and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for its benefit and for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Documents and the Intercreditor Agreements, and the Collateral Agent is hereby authorized to execute and deliver the Security Documents and the Intercreditor Agreements. (c) . Each Holder, by its acceptance of any Notes and the GuaranteesNotes, consents and agrees to the terms of Section 11.09 hereof, the Security Documents and the Intercreditor Agreements (including, without limitation, including the provisions providing for foreclosurethe possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreements on the Issue Date, and at any time after the Issue Date, and to perform its obligations and exercise its rights under the Security Documents and the Intercreditor Agreements thereunder in accordance therewith. (d) . The Collateral Agent, the Trustee and each Holder, by accepting the Notes and the Guarantees, acknowledges that, as more fully set forth in the Security Documents and the Intercreditor Agreements, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders Holders, the Collateral Agent and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Collateral Agent, the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents and the Intercreditor Agreements and actions that may be taken thereunder. From and after the Issue Date, subject to the limitations set forth in the Security Documents, the Co-Issuers and each of the Guarantors will execute, deliver and file, if applicable any and all documents, financing statements, financing change statements, registrations, agreements and instruments, and take all action that may be reasonably required under applicable law (including the filing of continuation financing statements and amendments to financing statements or equivalent Canadian financing statements or registrations), or that the Collateral Agent may reasonably request, in order to grant, preserve, protect and perfect the validity and priority of the Liens created or intended to be created by the Security Documents in the Collateral, subject to the terms of the Intercreditor Agreements.

The Collateral. (a) The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Guarantees thereof 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, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Guarantees thereof and performance of all other obligations Obligations under this Indenture, including, without limitation, the obligations Obligations of the Issuer set forth in Section 7.07 and Section 8.05 herein, and the Notes and the Guarantees thereof and the Security Documents, shall be secured by firstFirst-priority Liens and security interestsPriority Liens, on the Collateral (subject to Permitted Liens), as provided in the Security Documents which the Issuer TCEH and the Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture and will be secured by all Security Documents or may hereafter delivered enter into as required or permitted by this Indenture, the Security Documents and the First Lien Intercreditor AgreementsAgreement. All Security Documents shall be subject to the terms of the First Lien Intercreditor Agreement. (b) The Issuer TCEH and the Guarantors hereby appoint the Collateral Agent to act as collateral agent under this Indenture, the Security Documents and the First Lien Intercreditor Agreement and agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders Holders, the Collateral Agent and the Trustee, in each case pursuant to the terms of the Security Documents and the First Lien Intercreditor AgreementsAgreement and the Second Lien Intercreditor Agreement, and the Collateral Agent is hereby authorized to execute and deliver the any Security Documents that are required in connection with the Notes and the Intercreditor AgreementsGuarantees. (c) Each Holder, by its acceptance of any Notes and the GuaranteesGuarantees thereof, consents and agrees to the terms of Section 11.09 hereof, the Security Documents Documents, and the First Lien Intercreditor Agreements Agreement and the Second Lien Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure) as the same may be in effect or as may be amended from time to time in accordance with their terms and authorizes and directs the Collateral Agent to enter into, as applicable, and perform its obligations and exercise its rights under the Security Documents Documents, and the First Lien Intercreditor Agreements Agreement and the Second Lien Intercreditor Agreement in accordance therewith. (d) The Trustee and each Holder, by accepting the Notes and the GuaranteesGuarantees thereof, acknowledges that, as more fully set forth in the Security Documents Documents, and the First Lien Intercreditor AgreementsAgreement and the Second Lien Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders Holders, the Collateral Agent and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents Documents, and the First Lien Intercreditor Agreements Agreement and the Second Lien Intercreditor Agreement and actions that may be taken thereunder.

The Collateral. (a) The Company hereby appoints The Bank of New York Trust Company, N.A., to act as Collateral Agent, and the Collateral Agent shall have the privileges, powers and immunities as set forth herein and in the Collateral Documents. The due and punctual payment of the principal of, premium, if any, and interest on the Notes Securities and the Note Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes Securities and the Note Guarantees and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer Company set forth in Section 7.07 and Section 8.05 herein7.7, and the Notes Securities and the Note Guarantees and the Security Collateral Documents, shall be secured by firstat least second-priority Liens and security interestsinterests in the Collateral, in each case subject to Permitted Liens, as provided in the Security Collateral Documents to which the Issuer Company and the Note Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture and will be secured by all Security of the Collateral pledged pursuant to the Collateral Documents hereafter delivered as required or permitted by this Indenture, the Security Collateral Documents and the Intercreditor Agreements. (b) Agreement. The Issuer Company and the Note Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Collateral Documents and the Intercreditor Agreements, Agreement and the Collateral Agent is hereby authorized to execute and deliver the Security Collateral Documents and the Intercreditor AgreementsAgreement. (cb) Each Holder, by its acceptance of any Notes Securities and the Note Guarantees, consents and agrees to the terms of Section 11.09 hereof, the Security Collateral Documents and the Intercreditor Agreements Agreement (including, without limitation, the provisions providing for foreclosure) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Collateral Agent to perform its obligations and exercise its rights under the Security Collateral Documents and the Intercreditor Agreements in accordance therewith. (dc) The Trustee and each Holder, by accepting the Notes Securities and the Note Guarantees, acknowledges that, as more fully set forth in the Security Collateral Documents and the Intercreditor AgreementsAgreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Collateral Documents and the Intercreditor Agreements Agreement and actions that may be taken thereunder.

The Collateral. (a) The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by lawlawful), if any, on the Notes and the Guarantees thereof and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer set forth in Section 7.07 7.6 and Section 8.05 8.6 herein, and the Notes and the Guarantees thereof and the Security Documents, shall be secured by first-priority Liens and security interests, subject to Permitted Liens, as provided in the Security Documents which the Issuer and the Subsidiary Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture and will shall be secured by all Security Documents hereafter delivered as required or permitted by this Indenture, the Security Documents and the Intercreditor Agreements. (b) The Issuer and the Subsidiary Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders Holders, the Collateral Agent and the Trustee, in each case pursuant to the terms of this Indenture, the Intercreditor Agreement and the Security Documents and the Intercreditor AgreementsDocuments, and the Collateral Agent is hereby authorized and directed to execute and deliver the Security Documents and the Intercreditor AgreementsAgreement. (c) Each Holder, by its acceptance of any Notes and the GuaranteesGuarantees thereof, consents and agrees to the terms of Section 11.09 hereof, the Security Documents and the Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure) and the Intercreditor Agreement, as the same may be in effect or as may be amended from time to time in accordance with their terms and authorizes and directs the Collateral Agent to perform its obligations and exercise its rights under the Security Documents and the Intercreditor Agreements in accordance therewithterms. (d) The Trustee and each Holder, by accepting the Notes and the GuaranteesGuarantees thereof, acknowledges that, as more fully set forth in the Security Documents and the Intercreditor AgreementsDocuments, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents and the Intercreditor Agreements Agreement and actions that may be taken thereunder. The Issuer shall, and shall cause the Guarantors to, and each Guarantor shall, make all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) or recordings and take all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Company and its Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected first priority security interest subject only to Permitted Liens.

The Collateral. (a) The As collateral security for the prompt payment in full and performance when due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Guarantees when and as the same shall be due and payable, (whether on an interest payment date, at stated maturity, by acceleration, repurchase, redemption by liquidation or otherwise) of the Secured Obligations to the Trustee on behalf of the Secured Parties in accordance with the Priority of Payments, the Issuer hereby pledges to the Trustee on behalf of the Secured Parties and grants the Trustee on behalf of the Secured Parties a first priority continuing security interest in, lien on and right of set-off against, all of the overdue principal of Issuer’s right, title and interest (in, to and under all property of the extent permitted by law)Issuer, if any, on the Notes whether now owned or hereafter acquired and the Guarantees and performance of all other obligations under this Indenturewhether now existing or hereafter coming into existence, including, without limitation, the obligations each Collateral Debt Obligation, all underlying instruments with respect to Collateral Debt Obligations, all of the Issuer set forth in Section 7.07 and Section 8.05 hereinIssuer’s rights under the Warehouse Collateral Administration Agreement, the Investment Management Agreement, each Warehouse Account, and all assets credited to and funds on deposit in each Warehouse Account and all proceeds of the Notes and the Guarantees and the Security Documentsforegoing, shall be secured by first-priority Liens and security interests, subject to Permitted Liens, as provided in the Security Documents which the Issuer and the Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture and will be secured by all Security Documents hereafter delivered as required or permitted by this Indentureother than Excepted Property (collectively, the Security Documents and the Intercreditor Agreements“Warehouse Collateral”). (b) The Issuer will: (i) deliver to the Warehouse Collateral Administrator any and all securities and instruments evidencing or otherwise relating to Warehouse Collateral, endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance as the Guarantors hereby agree Secured Parties may reasonably request, including by taking all steps necessary to ensure that all Collateral Debt Obligations are credited to the applicable Warehouse Account by the Warehouse Collateral Agent shall hold Administrator and held in accordance with the Warehouse Collateral in trust for Administration Agreement; (ii) give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers that may be necessary or desirable to create, preserve, perfect or validate the benefit of all of security interest granted hereunder or to enable the Holders Controlling Party to exercise and enforce its rights hereunder with respect to such pledge and security interest; (iii) promptly furnish or cause to be furnished to the Senior Noteholder or Junior Noteholders any information that it may reasonably request concerning the Warehouse Collateral; and (iv) preserve and protect the Trustee, ’s first priority security interest in each case pursuant to the terms of the Security Documents and the Intercreditor AgreementsWarehouse Collateral, and the Collateral Agent is hereby authorized take or cause any action requested by a Secured Party and necessary to execute and deliver the Security Documents and the Intercreditor Agreementspreserve, defend, protect or perfect such first priority security interest. (c) Each Holder, by its acceptance of any Notes and Except as expressly permitted hereunder or under the Guarantees, consents and agrees to the terms of Section 11.09 hereofWarehouse Collateral Administration Agreement, the Security Documents and Issuer will not sell, assign, pledge, grant any security interest in, exchange, transfer, hypothecate or otherwise dispose of or grant any option with respect to such Warehouse Collateral, or agree to do any of the Intercreditor Agreements (includingforegoing, without limitation, the provisions providing for foreclosure) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Collateral Agent to perform its obligations and exercise its rights under the Security Documents and the Intercreditor Agreements in accordance therewithprior written consent of Senior Commitment Party. (d) The Trustee and each HolderSecured Parties hereby appoint the Bank as “Trustee” to act on their behalf in accordance with this Agreement. If a Liquidation Event occurs, by accepting the Notes and the Guarantees, acknowledges that, liquidation shall be effected as more fully set forth in Section 3.2. The Bank in each of its capacities under this Agreement shall have the Security Documents same rights, protections, indemnities and immunities provided to the Intercreditor AgreementsBank as Warehouse Collateral Administrator under the Warehouse Collateral Administration Agreement (in addition to those provided herein). In connection with a resignation of the Bank as Warehouse Collateral Administrator, the Bank may resign from its other capacities pursuant to this Agreement. (e) The Issuer hereby irrevocably appoints the Trustee as its attorney-in-fact with full power of substitution and authorizes the Trustee to take any action and execute any instruments with respect to the Warehouse Collateral as now that the Controlling Party may deem necessary or hereafter constituted shall be held advisable in connection with (i) the Issuer’s grant of a security interest in the Warehouse Collateral to the Trustee for the benefit of all the Holders Secured Parties and any rights and remedies that the Trustee may exercise in respect thereof upon the occurrence a Liquidation Event, (ii) the filing of one or more financing or continuation statements with respect to the Warehouse Collateral, (iii) the filing of one or more termination statements upon the occurrence of the Closing Date, (iv) the sale, termination or other disposition of any Collateral Debt Obligations as provided herein or (v) accomplishing any other purposes of this Agreement. The Issuer agrees that the powers granted by this paragraph are exercisable at the direction of the Controlling Party and are not intended to impose the obligations of Issuer on the Trustee. The Trustee shall only be required to take actions or execute instruments under this Section 8.1(e) (including for the avoidance of doubt anything under Section 3.2) as directed by the Controlling Party. This power of attorney shall be binding upon, and that the Lien of this Indenture enforceable against, all beneficiaries, successors, assigns, transferees and the Security Documents in respect legal representatives of the Issuer. (f) The security interest granted to secure the Secured Obligations hereunder shall be terminated and released and all rights in the Warehouse Collateral will revert to the Issuer upon final payment of all Secured Obligations and termination of all funding obligations of the Noteholders. In connection with such termination and release, the Trustee shall execute and deliver such documents, instruments and certificates as the Holders is Issuer shall reasonably require at the Issuer’s expense. The Secured Parties hereby authorize the Issuer or its agent to file a termination of any financing statement filed with respect to the Warehouse Collateral on or promptly after the Closing Date. Section 8.2 There shall at all times be a Trustee hereunder which shall be an independent organization or entity organized and doing business under the laws of the United States of America or of any state thereof, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least U.S.$200,000,000, subject to supervision or examination by federal or state authority, having a rating of at least “Baa1” by Moody’s and qualified at least “BBB+” by S&P and limited having an office within the United States, and who makes the following representations: (a) The Trustee is not affiliated, as that term is defined under Rule 405 under the Securities Act, with the Issuer or with any Person involved in all respects the organization or operation of the Issuer. (b) The Trustee meets the requirements of Rule 3a-7(a)(4)(i) under the Investment Company Act. (c) On the date of its appointment as Trustee, the Bank acting as Trustee holds no indebtedness of the Issuer, it does not own any Notes for its own account and has no present intention of acquiring any Notes. For avoidance of doubt, any indebtedness or Notes held by the Security Documents and Bank in its capacity as custodian, trustee, nominee, agent or any such other capacity for the Intercreditor Agreements and actions that may account of another party shall not be taken thereunderprohibited.

The Collateral. (a) The Company has appointed Citibank, N.A., London Branch to act as Collateral Agent, and each Holder by its acceptance of any Notes and the Note Guarantees thereof, irrevocably consents and agrees to such appointment. The Collateral Agent shall have the privileges, powers and immunities as set forth in this Indenture, the Security Documents and the Intercreditor Agreement. (b) The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by lawlawful), if any, on the Notes and the Note Guarantees thereof and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer Company set forth in Section 7.07 and Section 8.05 8.07 herein, and the Notes and the Note Guarantees thereof and the Security Documents, shall be secured by first-priority Liens and security interests, subject to Permitted Liens, as provided in the Security Documents which the Issuer and the Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture and will be secured by all Security Documents hereafter delivered as required or permitted by this IndentureIndenture subject to the terms of the Intercreditor Agreement. The Company and the Guarantors, including Post-Closing Guarantors, shall use commercially reasonable efforts to enter into the Security Documents and listed on Annex I to the Intercreditor AgreementsAgreed Security Principles within 90 days of the Issue Date. (bc) The Issuer Security Documents may also secure on a first-priority basis, subject to Permitted Liens, the Company’s and the Guarantors’ Obligations under Payment Priority Obligations and Pari Passu Secured Obligations, provided that an authorized representative of the holders thereof (if not already a party to the Intercreditor Agreement) shall have executed a joinder to the Intercreditor Agreement in the form or forms provided therein. Under the terms of the Intercreditor Agreement, the proceeds of any collection, sale, disposition or other realization of Collateral received in connection with the exercise of remedies (including distributions of cash, securities or other property on account of the value of the Collateral in a bankruptcy, insolvency, reorganization or similar proceedings) shall be applied, after the payment of certain amounts due to the Collateral Agent, first to repay the Priority Payment Priority Obligations before any Holder receives any proceeds. (d) The Company and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders Holders, the Collateral Agent and the Trustee, in each case pursuant to the terms of the Security Documents and the Intercreditor AgreementsAgreement, and the Collateral Agent is hereby authorized to execute and deliver the Security Documents and the Intercreditor AgreementsDocuments. (ce) Each Holder, by its acceptance of any Notes and the Guaranteesrelated Note Guarantee thereof, consents and agrees to the terms of Section 11.09 hereof, the Security Documents and the Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure) and the Intercreditor Agreement as the same may be in effect or as may be amended from time to time in accordance with their terms terms, and appoints the Collateral Agent as its agent thereunder and authorizes and directs the Collateral Agent to perform its obligations and exercise its rights under the Security Documents and the Intercreditor Agreements Agreement in accordance therewith. (df) The Trustee and each Holder, by accepting the Notes and the GuaranteesNote Guarantees thereof, acknowledges that, as more fully set forth in the Security Documents and the Intercreditor AgreementsAgreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents and the Intercreditor Agreements Agreement and actions that may be taken thereunder.

The Collateral. (a) The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Subsidiary Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by lawlawful), if any, on the Notes and the Subsidiary Guarantees thereof and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer Company set forth in Section 7.07 Sections 7.06 and Section 8.05 8.06 herein, and the Notes and the Subsidiary Guarantees thereof and the Security Collateral Documents, shall be secured by first-priority Liens and security interests, subject to Permitted Liens, as provided in the Security Collateral Documents which the Issuer Company and the Subsidiary Guarantors, as the case may be, have entered into simultaneously joined in connection with the execution of this Indenture and will shall be secured by all Security the Collateral pledged pursuant to the Collateral Documents hereafter delivered as required or permitted by this Indenture, the Security Documents and the Intercreditor Agreements. (b) The Issuer Company and the Subsidiary Guarantors hereby agree that the Junior Lien Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the TrusteeSecured Parties, in each case pursuant to the terms of the Security Documents and the Intercreditor AgreementsCollateral Documents, and the Junior Lien Collateral Agent is hereby authorized to execute and deliver any required joinder and amendment documentation in connection with the Security Documents and the Intercreditor AgreementsCollateral Documents. (c) Each Holder, by its acceptance of any Notes and the GuaranteesSubsidiary Guarantees thereof, consents and agrees to the terms of Section 11.09 hereof, the Security Collateral Documents and the Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure) and the Intercreditor Agreements, as the same may be in effect or as may be amended from time to time in accordance with their terms terms, and authorizes and directs the Junior Lien Collateral Agent to perform its obligations and exercise its rights under the Security Collateral Documents and the Intercreditor Agreements in accordance therewith. (d) The Trustee and each Holder, by accepting the Notes and the GuaranteesSubsidiary Guarantees thereof, acknowledges that, as more fully set forth in the Security Documents and the Intercreditor AgreementsCollateral Documents, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the TrusteeSecured Parties, and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Collateral Documents and the Intercreditor Agreements and actions that may be taken thereunder.

The Collateral. (a) The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Guarantees and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer set forth in Section 7.07 and Section 8.05 herein, and the Notes and the Guarantees and the Security Documents, Obligations shall be secured by first-priority valid and perfected first Liens on all inventory, accounts receivable, equipment and security interestsother goods of the Borrowers and the Guarantors (including, subject to Permitted Liensthe provisions of this Section 4.1, as provided in the Security Documents which the Issuer and all capital stock of the Guarantors), as together with all instruments, securities, chattel paper and intangibles of the case may be, have entered into simultaneously with the execution of this Indenture and will be secured by all Security Documents hereafter delivered as required or permitted by this Indenture, the Security Documents and the Intercreditor Agreements. (b) The Issuer Borrowers and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of and all proceeds of the Holders foregoing, provided however that unless and until the Required Lenders otherwise elect (i) the Borrowers and the TrusteeGuarantors shall not be required to note the Agent's Lien on any certificate of title issued for a vehicle or to perfect a Lien on fixtures or on inventory or equipment temporarily located at job sites outside of the jurisdiction where its chief executive office is located and (ii) no Guarantor, in each case pursuant the fair market value of whose assets aggregate less than $250,000 shall be required to grant Liens on its assets to the terms Agent, further provided that (i) Liens on those accounts receivable arising under contracts of the Security Documents Guarantors for which Seaboard Surety Company and/or its Affiliates or London Guarantee Insurance Company and/or its Affiliates or Reliance Insurance Company and/or its Affiliates have provided payment and/or performance bonds and on inventory and materials and equipment purchased for, installed in, or allocated to any such contracts, may be subject to prior Liens in favor of Seaboard Surety Company and/or its Affiliates, London Guarantee Insurance Company and/or its Affiliates and Reliance Insurance Company and/or its Affiliates to secure obligations in connection with such payment and performance bonds, (ii) no Lien need be granted on any asset subject to a lien permitted by Section 7.11(e), (i), (j), (k), (l) (as to Liens on fixed assets only), (m) or (n) (insofar as (n) relates to the Intercreditor Agreementsextension, renewal or replacement of a Lien permitted by the subsections of Section 7.11 identified in this clause (ii)), or (o), (iii) no Lien need be granted on the capital stock of an Unrestricted Subsidiary or on the capital stock or assets of Designated Foreign Restricted Subsidiaries, (iv) Liens need not be granted on the stock of the Canadian Subsidiaries or Drake & Xxxxx Engineering (North) Ltd. or Drake & Xxxxx Engineering (South) Ltd., and the Collateral Agent is hereby authorized Canadian Subsidiaries and Drake & Xxxxx Engineering (North) Ltd. and Drake & Xxxxx Engineering (South) Ltd. need not xxxxx x Xxxx on their assets prior to execute and deliver the Security Documents February 28, 1999 and the Intercreditor Agreements. Liens so granted on the assets of the Canadian Subsidiaries may be subject to Liens permitted by Section 7.11(f) hereof, (vi) no Liens need be granted on real property unless and until the Required Lenders so require, (vii) Liens granted may be subject to Liens permitted by clauses (a), (b), (c) Each Holderand (h) of Section 7.11 hereof, by its acceptance (viii) Liens need not be perfected on notes receivable having a fair value of less than $1,000,000 in any Notes instance and $5,000,000 in the Guarantees, consents and agrees aggregate or on bonds or notes of the City of New York pledged to the terms City of New York in lieu of retainage and (ix) Liens need not be perfected on equity securities (other than capital stock of Restricted Subsidiaries required to be pledged by the other provisions of this Section 11.09 hereof4.1) having a fair value of less than $1,000,000 in any instance and $5,000,000 in the aggregate. The Borrowers agree that they will, and will cause the Security Documents and the Intercreditor Agreements (includingGuarantors to, without limitation, the provisions providing for foreclosure) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs at the Collateral Agent to perform its obligations and exercise its rights under the Security Documents and the Intercreditor Agreements in accordance therewith. (d) The Trustee and each Holder, by accepting the Notes and the Guarantees, acknowledges that, as more fully set forth in the Security Documents and the Intercreditor Agreements, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Documents in respect request of the Trustee Agent or the Required Lenders execute and deliver such documents and do such acts and things as the Holders is subject Agent or the Required Lenders may reasonably request in order to and qualified and limited in all respects by provide for or perfect such Liens on the Security Documents and the Intercreditor Agreements and actions that may be taken thereunderCollateral.

The Collateral. (a) The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Guarantees and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer Company set forth in Section 7.07 and Section 8.05 herein, and the Notes and the Guarantees and the Security Collateral Documents, shall be secured by first-priority Liens on and security interestsinterests in the Notes Collateral and the ABL Collateral, in each case with the priority set forth in the Intercreditor Agreements and subject to Permitted Liens, as provided in the Security Collateral Documents which the Issuer Company and the Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture and will be secured by all Security Collateral Documents hereafter delivered as required or permitted by this Indenture, the Security Documents Indenture and the Intercreditor AgreementsCollateral Documents. All property of the Company and the Guarantors owned on the Issue Date (other than Excluded Property) shall be pledged as Collateral pursuant to the Collateral Documents on the Issue Date, and perfected with the priority intended to be granted thereby, subject, in the case of the Post-Closing Collateral Documents, to the provisions of Section 11.05. (b) The Issuer Company and the Guarantors hereby agree that the Notes Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Documents and the Intercreditor AgreementsCollateral Documents, and the Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents and the Intercreditor AgreementsCollateral Documents. (c) Each Holder, by its acceptance of any Notes and the Guarantees, consents and agrees to the terms of Section 11.09 hereof, the Security Documents and the Intercreditor Agreements Collateral Documents (including, without limitation, the provisions providing for foreclosurethe possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Trustee and the Notes Collateral Agent to perform its obligations and exercise its rights under the Security Documents this Indenture and the Intercreditor Agreements Collateral Documents in accordance therewith. (d) The Trustee and each Holder, by accepting the Notes and the Guarantees, acknowledges that, as more fully set forth in the Security Documents and the Intercreditor AgreementsCollateral Documents, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Collateral Documents and the Intercreditor Agreements and actions that may be taken thereunder. (e) The Company shall, and shall cause each of the Grantors to, at the Company’s sole cost and expense, take or cause to be taken such actions as may be required by the Collateral Documents, to perfect, maintain (with the priority required under the Collateral Documents), preserve and protect the valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral granted by the Collateral Documents in favor of the Notes Collateral Agent as security for the Second Lien Notes Obligations, superior to and prior to the rights of all third Persons (other than as set forth in the Intercreditor Agreements and other than to the extent permitted or not prohibited under this Indenture with respect to Permitted Liens), and subject to no other Liens (other than Permitted Liens), including (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders, the Notes Collateral Agent, and the Trustee under this Indenture and the Collateral Documents to all property comprising the Collateral, and (ii) the delivery of the certificates evidencing the securities pledged under any Collateral Document, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to the Indenture, the Collateral Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto.

The Collateral. (a) The due and punctual payment of the principal of, premium, if any, interest and interest Additional Amounts, if any, on the Notes Securities and the Guarantees Guaranties thereof 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, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes Securities and the Guarantees Guaranties thereof and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer set forth in Section 7.07 and Section 8.05 herein, and the Notes Securities and the Guarantees Guaranties thereof and the Security Documents, shall be secured by firstsecond-priority Liens (having an equal priority with the Liens securing the Cash Pay Second Lien Securities) and security interests, interests subject to Permitted Liens, as provided in this Indenture and the Security Documents which the Issuer Issuers and the Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture and will be secured by all Security Documents hereafter delivered as required or permitted by this Indenture, the Security Documents Documents, the Intercreditor Agreement and the Second Lien Intercreditor Agreements. (b) Agreement. The Issuer Issuers and the Guarantors hereby agree that the Collateral Agent or the Trustee, as the case may be, shall hold the Collateral in trust for the benefit of all of the Holders Holders, the Trustee and the TrusteeCollateral Agent, in each case pursuant to the terms of the Security Documents and the Intercreditor AgreementsDocuments, and the Collateral Agent is and the Trustee are hereby authorized to execute and deliver the relevant Security Documents Documents. Simultaneously with the execution of this Indenture, the Issuers will deliver to the Collateral Agent a perfection certificate regarding the Collateral in the form and substance reasonably satisfactory to the Intercreditor AgreementsRequired Holders. (cb) Each Holder, by its acceptance of any Notes Securities and the GuaranteesGuaranties thereof, consents and agrees to the terms of Section 11.09 hereofthe Security Documents, the Security Documents Intercreditor Agreement and the Second Lien Intercreditor Agreements Agreement (including, without limitation, the respective provisions providing for foreclosure) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Collateral Agent and/or the Trustee, as the case may be, to enter into the Security Documents (including landlord consents, letter agreements with counterparties to service agreements relating to the Obligors’ servers, Account Control Agreements and letter agreements with counter parties to Obligors’ credit card processing agreements), the Intercreditor Agreement and the Second Lien Intercreditor Agreement and to perform its obligations and exercise its rights under the Security Documents Documents, the Intercreditor Agreement and the Second Lien Intercreditor Agreements Agreement in accordance therewith. (dc) The Trustee and each Each Holder, by accepting the Notes Securities and the GuaranteesGuaranties thereof, acknowledges that, as more fully set forth in the Security Documents and the Intercreditor AgreementsDocuments, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders Holders, the Trustee and the TrusteeCollateral Agent as provided in the relevant Security Documents, and that the Lien of this Indenture and the Security Documents in respect of the Trustee Trustee, the Collateral Agent and the Holders is subject to and qualified and limited in all respects by the Security Documents and the Intercreditor Agreements and actions that may be taken thereunder.

The Collateral. (a) The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees thereof, and all other Obligations related thereto, when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by lawlawful), if any, any on the Notes and the Note Guarantees thereof and performance of all other obligations under this Indenture, including, including without limitation, the obligations of the Issuer Company set forth in Section 7.07 and Section 8.05 herein, and the Notes and the Note Guarantees thereof and the Security Collateral Documents, shall be secured by first-priority Liens and security interests, interests on the Collateral (subject to Permitted Liens), as provided in this Indenture, the Security Collateral Documents and the Intercreditor Agreement which the Issuer Company and the Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture and will shall be secured by all Security Collateral Documents hereafter delivered as required or permitted by this Indenture, the Security Collateral Documents and the Intercreditor AgreementsAgreement. All Collateral Documents shall be subject to the terms of the Intercreditor Agreement. (b) The Issuer Company and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the TrusteeTrustee and for the benefit of the First Priority Lien Obligations, in each case pursuant to the terms of the Security Collateral Documents and the Intercreditor AgreementsAgreement, and the Collateral Agent is hereby authorized to execute and deliver the Security Collateral Documents and the Intercreditor AgreementsAgreement, as Collateral Agent and on behalf of each Holder. (c) Each Holder, and its successors and assigns, by its acceptance of any of the Notes and the Note Guarantees, consents and agrees to be individually bound by the terms of Section 11.09 hereofthis Indenture, the Security Collateral Documents and the Intercreditor Agreements Agreement (including, without limitation, Section 6 of the Intercreditor Agreement with respect to payments received by any Holder or the Collateral Agent and the provisions providing for foreclosure, sales or other dispositions of assets, subordination and standstill, waiver of rights, release of liens and insolvency proceedings) as the same may be in effect or as may be amended from time to time in accordance with their terms and authorizes and directs the Collateral Agent to enter into and perform its obligations and exercise its rights under the Security Collateral Documents and the Intercreditor Agreements Agreement in accordance therewiththerewith and to bind each Holder thereto by the Collateral Agent’s entering into or otherwise becoming bound thereby. (d) The Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledges that, as more fully set forth in the Security Collateral Documents and the Intercreditor AgreementsAgreement, the Collateral as now or hereafter constituted shall be held for the benefit of the First Priority Lien Obligations, all the Holders Holders, the Collateral Agent and the TrusteeTrustee in accordance with their interest as provided in the Intercreditor Agreement, and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee and the Holders is subject to and qualified by and limited in all respects by the Security Collateral Documents and the Intercreditor Agreements Agreement and actions that may be taken thereunder. (e) The Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledges that the holders from time to time of the First Priority Lien Obligations (i) are extending credit from time to time to the Company and the Subsidiaries in reliance upon the provisions of the Intercreditor Agreement and this Section 11.01 and (ii) are intended to be third party beneficiaries of this Section 11.01. No amendment or modification of the provisions of this Section 11.01 shall be effective against the holders from time to time of the First Priority Lien Obligations without the prior written consent of such holders.

The Collateral. (a) The Except as provided for in Section 4.24, the due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees (other than the Parent Guarantee) thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by lawlawful), if any, on the Notes and the Note Guarantees thereof and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer set forth in Section 7.07 and Section 8.05 herein, and the Notes and the Note Guarantees (other than the Parent Guarantee) and the Security Collateral Documents, shall be secured by first-priority Liens and security interestsLiens, subject to Permitted Liens, as provided in the Security Collateral Documents which the Issuer Company and the GuarantorsNote Guarantors (other than the Parent), as the case may be, have entered into simultaneously with the execution of this Indenture and will shall be secured by all Security Collateral Documents hereafter delivered as required or permitted by this Indenture, the Security Collateral Documents and the Intercreditor AgreementsDeeds. (b) The Issuer Company and the Note Guarantors hereby agree that the Collateral Agent Security Trustee shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Collateral Documents and the Intercreditor Agreements, Deeds and the Collateral Agent Security Trustee and the Trustee are is hereby authorized to execute and deliver the Security Collateral Documents and the Intercreditor AgreementsDeeds (including any other agreements, deeds or other documents in relation thereto) on behalf of all of the Holders. (c) Each Holder, by its acceptance of any Notes and the GuaranteesNote Guarantees thereof, and the Trustee, by entering into this Indenture, consents and agrees to and accepts the terms of Section 11.09 hereof, the Security Collateral Documents and the Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure) Deeds as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably authorizes and directs the Collateral Agent to Security Trustee to: (A) perform its obligations the duties and exercise its the rights power and discretion that are specifically given to it under the Security Collateral Documents and the Intercreditor Agreements in accordance therewithDeeds together with any other incidental rights, power and discretions; and (B) execute each Collateral Document, waiver, modification, amendment, renewal or replacement expressed to be executed by the Security Trustee on its behalf. (d) The Trustee and each Holder, by accepting the Notes and the GuaranteesNote Guarantees thereof, acknowledges that, as more fully set forth in the Security Collateral Documents and the Intercreditor AgreementsDeeds, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Collateral Documents and the Intercreditor Agreements Deeds and actions that may be taken thereunder. (e) The Company shall procure that each of the Note Guarantors shall provide the Liens, subject to Permitted Liens, pursuant to the Collateral Documents and the Intercreditor Deeds within 10 days of the Closing Date; provided that Note Guarantors representing at least 50% of the EBITDA of the Company and the Restricted Subsidiaries on a combined basis for the fiscal year ended December 31, 2009 shall have granted Liens on their assets to secure payment of the Notes on or before the Closing Date. (f) Subject to the terms of this Indenture and the Collateral Documents, the Issuer and the Note Guarantors shall have the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

The Collateral. (a) The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Subsidiary Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by lawlawful), if any, on the Notes and the Subsidiary Guarantees thereof and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer Company set forth in Section 7.07 7.6 and Section 8.05 8.6 herein, and the Notes and the Subsidiary Guarantees thereof and the Security Collateral Documents, shall be secured by first-priority Liens and security interests, subject to Permitted Liens, as provided in the Security Collateral Documents which the Issuer Company and the Subsidiary Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture and will shall be secured by all Security Collateral Documents hereafter delivered as required or permitted by this Indenture, the Security Documents and the Intercreditor Agreements. (b) The Issuer Company and the Subsidiary Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders Holders, the Collateral Agent and the Trustee, in each case pursuant to the terms of the Security Documents and the Intercreditor AgreementsCollateral Documents, and the Collateral Agent is hereby authorized to execute and deliver the Security Documents and the Intercreditor AgreementsCollateral Documents. (c) Each Holder, by its acceptance of any Notes and the GuaranteesSubsidiary Guarantees thereof, consents and agrees to the terms of Section 11.09 hereof, the Security Collateral Documents and the Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure) and the Intercreditor Agreements, as the same may be in effect or as may be amended from time to time in accordance with their terms terms, and authorizes and directs the Collateral Agent to perform its obligations and exercise its rights under the Security Collateral Documents and the Intercreditor Agreements in accordance therewith. (d) The Trustee and each Holder, by accepting the Notes and the GuaranteesSubsidiary Guarantees thereof, acknowledges that, as more fully set forth in the Security Documents and the Intercreditor AgreementsCollateral Documents, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Collateral Documents and the Intercreditor Agreements and actions that may be taken thereunder. (e) To the extent not completed prior to the Issue Date, the Company or the applicable Subsidiary Guarantor will take the actions and satisfy the requirements set forth on Schedule 2 on or prior to the date set forth on Schedule 2 with respect to each Mortgaged Real Property listed on Schedule 1. Upon satisfaction of such requirements, the Company shall promptly deliver to the Trustee and the Collateral Agent an Officers’ Certificate notifying them that such actions have been taken and certifying that such requirements have been satisfied.

The Collateral. (a) The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Subsidiary Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by lawlawful), if any, on the Notes and the Subsidiary Guarantees thereof and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer Company set forth in Section 7.07 7.6 and Section 8.05 8.6 herein, and the Notes and the Subsidiary Guarantees thereof and the Security Collateral Documents, the Xxx Xxxx Passu Intercreditor Agreement, the Xxx Xxxxxx Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement, shall be secured by first-priority Liens and security interests, subject to Permitted Liens, as provided in the Security Collateral Documents which the Issuer Company and the Subsidiary Guarantors, as the case may be, have entered into into, to the extent applicable, simultaneously with the execution of this Indenture and will shall be secured by all Security Liens as provided in the Collateral Documents hereafter delivered as required or permitted by this Indenture, the Security Documents and the Intercreditor Agreements. (b) The Issuer Company and the Subsidiary Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders Holders, the Collateral Agent and the Trustee, in each case pursuant to the terms of the Security Documents Collateral Documents, the Xxx Xxxx Passu Intercreditor Agreement, the Xxx Xxxxxx Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreements, Agreement and the Collateral Agent is hereby authorized to execute and deliver the Security Documents Collateral Documents, the Xxx Xxxx Passu Intercreditor Agreement, the Xxx Xxxxxx Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor AgreementsAgreement. (c) Each Holder, by its acceptance of any Notes and the GuaranteesSubsidiary Guarantees thereof, consents and agrees to the terms of Section 11.09 hereof, the Security Collateral Documents and the Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure) and the Xxx Xxxx Passu Intercreditor Agreement, the Xxx Xxxxxx Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement, as the same may be in effect or as may be amended from time to time in accordance with their terms terms, and authorizes and directs the Collateral Agent to perform its obligations and exercise its rights under the Security Collateral Documents and authorizes and directs the Trustee and the Collateral Agent to perform its obligations and exercise its rights under the Xxx Xxxx Passu Intercreditor Agreements Agreement, the Xxx Xxxxxx Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement in accordance therewith. (d) The Trustee and each Holder, by accepting the Notes and the GuaranteesSubsidiary Guarantees thereof, acknowledges that, as more fully set forth in the Security Documents Collateral Documents, the Xxx Legacy Collateral and the Intercreditor Agreements, the Pulitzer Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and provided for in the Security Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Collateral Documents and the Xxx Xxxx Passu Intercreditor Agreements Agreement, the Xxx Xxxxxx Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement and actions that may be taken thereunder.

The Collateral. (a) The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Guarantees and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer Company set forth in Section ‎Section 7.07 and Section ‎Section 8.05 herein, and the Notes and the Guarantees and the Security Collateral Documents, shall be secured by first-priority Liens on and security interestsinterests in the Notes Collateral and the ABL Collateral, in each case with the priority set forth in the ABL Intercreditor Agreement and subject to Permitted Liens, as provided in the Security Collateral Documents which the Issuer Company and the Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture and will be secured by all Security Collateral Documents hereafter delivered as required or permitted by this Indenture, the Security Documents Indenture and the Intercreditor AgreementsCollateral Documents. All property of the Company and the Guarantors owned on the Issue Date (other than Excluded Property) shall be pledged as Collateral pursuant to the Collateral Documents on the Issue Date, and perfected with the priority intended to be granted thereby, subject, in the case of the Post-Closing Collateral Documents, to the provisions of ‎Section 11.05. (b) The Issuer Company and the Guarantors hereby agree that the First Lien Notes Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Documents and the Intercreditor AgreementsCollateral Documents, and the First Lien Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents and the Intercreditor AgreementsCollateral Documents. (c) Each Holder, by its acceptance of any Notes and the Guarantees, consents and agrees to the terms of Section ‎Section 11.09 hereof, the Security Documents and the Intercreditor Agreements Collateral Documents (including, without limitation, the provisions providing for foreclosurethe possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Trustee and the First Lien Notes Collateral Agent to perform its obligations and exercise its rights under the Security Documents this Indenture and the Intercreditor Agreements Collateral Documents in accordance therewith. (d) The Trustee and each Holder, by accepting the Notes and the Guarantees, acknowledges that, as more fully set forth in the Security Documents and the Intercreditor AgreementsCollateral Documents, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Collateral Documents and the Intercreditor Agreements and actions that may be taken thereunder. (e) The Company shall, and shall cause each of the Grantors to, at the Company’s sole cost and expense, take or cause to be taken such actions as may be required by the Collateral Documents, to perfect, maintain (with the priority required under the Collateral Documents), preserve and protect the valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral granted by the Collateral Documents in favor of the First Lien Notes Collateral Agent as security for the First Lien Notes Obligations, superior to and prior to the rights of all third Persons (other than as set forth in the ABL Intercreditor Agreement and other than to the extent permitted or not prohibited under this Indenture with respect to Permitted Liens), and subject to no other Liens (other than Permitted Liens), including (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders, the First Lien Notes Collateral Agent, and the Trustee under this Indenture and the Collateral Documents to all property comprising the Collateral, and (ii) the delivery of the certificates evidencing the securities pledged under any Collateral Document, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to the Indenture, the Collateral Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto.

The Collateral. (a) The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest in- terest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Guarantees Note Guar- antees and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer Company set forth in Section 7.07 and Section 8.05 herein, and the Notes and the Guarantees and the Security DocumentsNote Guarantees, if any, shall be secured by first-priority Liens and security interests, subject to Permitted Liens, as provided in the Security Documents which the Issuer and the Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture and will be secured by all Security Documents hereafter delivered as required or permitted by this Indenture, the Security Documents and the Intercreditor AgreementsCollateral. (b) The Issuer Company and the Guarantors hereby agree that the Notes Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Collateral Documents and the Intercreditor AgreementsAgreements (if any), and the Collateral Notes Collat- eral Agent is hereby authorized to execute and deliver the Security Collateral Documents and the Intercreditor AgreementsAgreements (if any). (c) Each Holder, by its acceptance of any Notes and the Note Guarantees, if any, consents and agrees to the terms of Section 11.09 12.09 hereof, the Security Collateral Documents and the Intercreditor Agreements (if any) (including, without limitation, the provisions providing for foreclosure) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Notes Collateral Agent to perform its obligations and exercise its rights under the Security Collateral Documents and the Intercreditor Agreements (if any) in accordance therewith. (d) The Trustee and each Holder, by accepting the Notes and the Note Guarantees, if any, acknowledges that, as more fully set forth in the Security Collateral Documents and the Intercreditor AgreementsAgree- ments (if any), the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Collateral Documents and the Intercreditor Agreements (if any) and actions that may be taken thereunder.

The Collateral. (a) The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by lawlawful), if any, on the Notes and the Guarantees thereof and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer set forth in Section 7.07 7.06 and Section 8.05 8.06 herein, and the Notes and the Guarantees thereof and the Security Documents, shall be secured by first-priority Liens and security interests, subject to Permitted Liens, as provided in the Security Documents which the Issuer and the Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture and will shall be secured by all Security Documents hereafter delivered as required or permitted by this Indenture, the Security Documents and the Intercreditor Agreements. (b) The Issuer and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders Holders, the Collateral Agent and the Trustee, in each case pursuant to the terms of this Indenture, the Intercreditor Agreement and the Security Documents and the Intercreditor AgreementsDocuments, and the Collateral Agent is hereby authorized and directed to execute and deliver the Security Documents and the Intercreditor AgreementsAgreement. (c) Each Holder, by its acceptance of any Notes and the GuaranteesGuarantees thereof, consents and agrees to the terms of Section 11.09 hereof, the Security Documents and the Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure) and the Intercreditor Agreement, as the same may be in effect or as may be amended from time to time in accordance with their terms and authorizes and directs the Collateral Agent to perform its obligations and exercise its rights under the Security Documents and the Intercreditor Agreements in accordance therewithterms. (d) The Trustee and each Holder, by accepting the Notes and the GuaranteesGuarantees thereof, acknowledges that, as more fully set forth in the Security Documents and the Intercreditor AgreementsDocuments, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents and the Intercreditor Agreements Agreement and actions that may be taken thereunder. The Issuer shall, and shall cause the Guarantors to, and each Guarantor shall, make all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) or recordings and take all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Company and its Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected first priority security interest subject only to Permitted Liens.

The Collateral. (a) The due and punctual payment of the principal of, premium, if any, Additional Amounts, if any, and interest (including Additional Interest) on the Notes and the Subsidiary Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Subsidiary Guarantees thereof and performance of all other obligations Obligations under this Indenture, including, without limitation, the obligations of the Issuer set forth in Section 7.07 and Section 8.05 herein, Indenture and the Notes and the Subsidiary Guarantees thereof and the Security Collateral Documents, shall be secured by (i) first-priority Liens and security interestsinterests on the First Priority Collateral and (ii) second-priority Liens and security interests on the Second Priority Collateral, in each case subject to Permitted Liens, as provided in the Security Collateral Documents which the Issuer Company and the Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture and will be secured by pursuant to all Security Collateral Documents hereafter delivered as required or permitted by this Indenture, the Security Collateral Documents and the Intercreditor Agreements. (b) Agreement. The Issuer Company and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Collateral Documents and the Intercreditor Agreements, Agreement and the Collateral Agent is hereby authorized and directed to execute and deliver the Security Collateral Documents and the Intercreditor Agreements. (c) Agreement. Each Holder, by its acceptance of any Notes and the GuaranteesSubsidiary Guarantees thereof, consents and agrees to the terms of Section 11.09 hereof, the Security Collateral Documents and the Intercreditor Agreements Agreement (including, without limitation, the provisions providing for foreclosure) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Collateral Agent to perform its obligations and exercise its rights under the Security Collateral Documents and the Intercreditor Agreements in accordance therewith. (d) . The Trustee and each Holder, by accepting the Notes and the GuaranteesSubsidiary Guarantees thereof, acknowledges that, as more fully set forth in the Security Collateral Documents and the Intercreditor AgreementsAgreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Collateral Documents and the Intercreditor Agreements Agreement and actions that may be taken thereunder.

The Collateral. First Lien Collateral Agent and Second Lien Collateral Agent acknowledge and agree that (a) The due the Collateral constitutes material assets of Grantors, (b) the Collateral is or may be subject to laws, regulations or agreements that (i) restrict the right or power of a Grantor to grant, allow the perfection of, or grant rights allowing the exercise of remedies with respect to a Lien in such Collateral, (ii) restrict the right of a Person to receive, perfect, or exercise remedies with respect to a Lien in the Collateral, or (iii) could result in a default or potential forfeiture of such Collateral related to the grant of, perfection of, or exercise of remedies with respect to a Lien in such Collateral, (c) the Collateral and punctual payment any Lien or purported Lien in or with respect to any of the principal of, premium, if any, and interest on the Notes and the Guarantees when and as the same shall Collateral might be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (subject to the extent permitted by law), if any, on the Notes and the Guarantees and performance of all other obligations under this Indenture, including, without limitation, the obligations any of the Issuer set forth matters described in Section 7.07 2.1, (d) First Lien Secured Parties and Second Lien Secured Parties would intend and require that all the Collateral be, but for such restrictions, imperfections or matters described in Section 8.05 herein, and the Notes and the Guarantees and the Security Documents, shall be secured by first-priority Liens and security interests2.1, subject to Permitted Liens, as provided in a perfected Lien granted by the Security Documents which the Issuer and the Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture and will be secured by all Security Documents hereafter delivered as required or permitted by this Indenture, the Security Documents and the Intercreditor Agreements. (b) The Issuer and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust applicable Grantor for the benefit of First Lien Secured Parties and Second Lien Secured Parties, (e) First Lien Secured Parties and Second Lien Secured Parties do intend that all the Collateral be subject to the Lien priorities applicable to Collateral as provided in this Agreement, notwithstanding any such restrictions or imperfections, any absence or ineffectiveness of the Holders grant of a Lien or purported Lien, the failure to perfect such Lien or purported Lien in any the Collateral and/or any other matter described in Section 2.1, and the Trustee(f) notwithstanding any such restrictions or imperfections, in each case pursuant to the terms any absence or ineffectiveness of the Security Documents and grant of a Lien or purported Lien, the Intercreditor Agreements, and failure to perfect such Lien or purported Lien in any the Collateral and/or any other matter described in Section 2.1, solely for determining the rights of First Lien Secured Parties and Second Lien Secured Parties, First Lien Collateral Agent is hereby authorized and Second Lien Collateral Agent shall be deemed to execute have a perfected security instrument and deliver the Security Documents and the Intercreditor Agreements. (c) Each Holder, by its acceptance of any Notes and the Guarantees, consents and agrees to the terms of Section 11.09 hereof, the Security Documents and the Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure) as the same may be Lien in effect or may be amended from time to time in accordance with their terms and authorizes and directs all the Collateral Agent to perform its obligations and exercise its rights under the Security Documents and the Intercreditor Agreements in accordance therewith. (d) The Trustee and each Holder, by accepting the Notes and the Guarantees, acknowledges that, as more fully set forth in the Security Documents and the Intercreditor Agreements, all the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents and the Intercreditor Agreements and actions that may be taken thereunderdeemed Collateral.