Common use of The Collateral Clause in Contracts

The Collateral. (a) The payment of the principal of and interest, and premium, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuer pursuant to the Notes or by any Secured Guarantor pursuant to its Guarantee and the payment of all other First Lien Obligations of the Issuer and the Guarantors under this Indenture, the Notes, the Guarantees and the Collateral Documents relating to the Notes are secured by First Liens on the Collateral, subject to Permitted Liens, as provided in the Collateral Documents relating to the Notes which the Issuer and the Guarantors have entered into simultaneously with the execution of this Indenture, or in certain circumstances, subsequent to the Issue Date or the Merger Date, and will be secured as provided in the Collateral Document relating to the Notes hereafter delivered as required or permitted by this Indenture. (b) Each Holder of Notes, by its acceptance of the Notes and the Guarantees of the Notes, will be deemed to have consented and agreed to the terms of each Collateral Document relating to the Notes, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, to have authorized and directed the Trustee and the Collateral Agent, as applicable, to enter into the Collateral Documents relating to the Notes to which it is a party, and to have authorized and empowered the Trustee and the Collateral Agent, as applicable, and (through the Intercreditor Agreement) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations as set forth in the Collateral Documents to which they are a party and to perform its respective obligations and exercise its respective rights and powers thereunder. Notwithstanding the foregoing, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of this Indenture or the Notes. The foregoing will not limit the right of the Issuer to amend, waive or otherwise modify the Collateral Documents relating to the Notes in accordance with their terms. (c) The Trustee and each Holder, by accepting the Notes and the Guarantees of the Notes, acknowledges that, as more fully set forth in the Collateral Documents relating to the Notes, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of all the Holders, the Collateral Agent and the Trustee, and that the Lien granted by the Collateral Documents relating to the Notes in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Collateral Documents relating to the Notes and actions that may be taken thereunder. In the event of conflict between the Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the Intercreditor Agreement shall control.

The Collateral. (a) The Except as provided for in Section 4.18, the due and punctual payment of the principal of and interestof, and 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 otherwise, interest on the overdue principal of and whether by the Issuer pursuant interest (to the extent lawful), if any, on the Notes or by any Secured Guarantor pursuant to its Guarantee and the payment Note Guarantees and performance of all other First Lien Obligations of the Issuer and the Guarantors obligations under this Indenture, the Notes, the Note Guarantees and the Collateral Documents relating to the Notes are Security Documents, shall be secured by First Liens on the CollateralLiens, subject to Permitted Liens, as provided in the Collateral Security Documents relating to the Notes which the Issuer Company and the Guarantors Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture, on or in certain circumstances, subsequent prior to the Issue Date or the Merger Date, date hereof and will shall be secured as provided in the Collateral Document relating to the Notes by all Security Documents hereafter delivered as required or permitted by this IndentureIndenture and the Security Documents, including the Intercreditor Agreement. (b) The Company and the Guarantors hereby agree that the Security Agent shall hold and administer the Collateral in trust for the benefit of all the Holders and the Trustee, in each case pursuant to the terms of the Security Documents, including the Intercreditor Agreement, and the Security Agent and the Trustee are hereby authorized to execute and deliver the Security Documents, including the Intercreditor Agreement and any other agreements, deeds or other documents in relation thereto, on behalf of all the Holders. (c) Each Holder of NotesHolder, by its acceptance of the any Notes and the Guarantees of Note Guarantees, and the NotesTrustee, will be deemed by entering into this Indenture, consents and agrees to have consented and agreed to accepts the terms of each Collateral Document relating to the NotesSecurity Documents, including the Intercreditor Agreement, as originally the same may be in effect and or as amended, supplemented or replaced may be amended from time to time in accordance with its their terms and irrevocably authorizes and directs the Security Agent to: (1) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Intercreditor Agreement or the terms of this Indenture, to have authorized and directed the Trustee and the Collateral Agent, as applicable, to enter into the Collateral Documents relating to the Notes other documents to which it the Security Agent is a party, together with any other incidental rights, power and to have authorized and empowered the Trustee and the Collateral Agentdiscretions; and (2) execute each Security Document, as applicable, and (through the Intercreditor Agreement) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations as set forth in the Collateral Documents to which they are a party and to perform its respective obligations and exercise its respective rights and powers thereunder. Notwithstanding the foregoing, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole modification, amendment, renewal or in part, of replacement or any provision of this Indenture or other document expressed to be executed by the Notes. The foregoing will not limit the right of the Issuer to amend, waive or otherwise modify the Collateral Documents relating to the Notes in accordance with their termsSecurity Agent on its behalf. (cd) The Trustee and each Holder, by accepting the Notes and the Guarantees of the NotesNote Guarantees, acknowledges that, as more fully set forth in the Collateral Documents relating to Security Documents, including the NotesIntercreditor Agreement, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of all the Holders, the Collateral Agent Holders and the Trustee, and that the Lien granted by of this Indenture and the Collateral Security Documents relating to the Notes in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Collateral Documents relating to Security Documents, including the Notes Intercreditor Agreement, and actions that may be taken thereunder. In . (e) Subject to the event terms of conflict between this Indenture and the Intercreditor AgreementSecurity Documents, any the Company and the Guarantors shall have the right to remain in possession and retain exclusive control of the other Collateral Documents securing the Notes, to freely operate the Collateral and this Indentureto collect, the Intercreditor Agreement shall controlinvest and dispose of any income therefrom.

The Collateral. (a) The payment of the principal of and interest, and premium, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuer pursuant to the Notes or by any Secured Guarantor pursuant to its Guarantee and the payment of all other First Lien Obligations of the Issuer and the Guarantors under this Indenture, the Notes, the Guarantees and the Collateral Documents relating to the Notes are secured by First Liens on the Collateral, subject to Permitted Liens, as provided in the Collateral Documents relating to the Notes which the Issuer and the Guarantors have entered into simultaneously with the execution of this Indenture, or in certain circumstances, subsequent to the Issue Date or the Merger Date, and will be secured as provided in the Collateral Document relating to the Notes hereafter delivered as required or permitted by this Indenture. (b) Each Holder of Notes, by its acceptance of the Notes and the Guarantees of the Notes, will be deemed to have consented and agreed to the terms of each Collateral Document relating to the Notes, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, to have authorized and directed the Trustee and the Collateral Agent, as applicable, to enter into the Collateral Documents relating to the Notes to which it is a party, and to have authorized and empowered the Trustee and the Collateral Agent, as applicable, and (through the Intercreditor Agreement) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations as set forth in the Collateral Documents to which they are a party and to perform its respective obligations and exercise its respective rights and powers thereunder. Notwithstanding the foregoing, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of this Indenture or the Notes. The foregoing will not limit the right of the Issuer to amend, waive or otherwise modify the Collateral Documents relating to the Notes in accordance with their terms. (c) The Trustee and each Holder, by accepting the Notes and the Guarantees of the Notes, acknowledges that, as more fully set forth in the Collateral Documents relating to the Notes, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of all the Holders, the Collateral Agent and the Trustee, and that the Lien granted by the Collateral Documents relating to the Notes in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Collateral Documents relating to the Notes and actions that may be taken thereunder. In the event of conflict between the Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the Intercreditor Agreement shall control.

The Collateral. (a) The due and punctual payment of the principal of and interestof, and 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 otherwise, interest on the overdue principal of and whether by the Issuer pursuant interest (to the extent permitted by law), if any, on the Notes or by any Secured Guarantor pursuant to its Guarantee and the payment Guarantees and performance of all other First Lien Obligations obligations of the Issuer and the Guarantors under this Indenture, the Notes, the Guarantees and the Collateral Documents relating to Notes and the Notes are Security Documents, shall be secured by First first-priority Liens on the Collateraland security interests, subject to Permitted Liens, as provided in the Collateral Security Documents relating to the Notes which the Issuer and the Guarantors Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture, or in certain circumstances, subsequent to the Issue Date or the Merger Date, Indenture and will be secured as provided in the Collateral Document relating pursuant to the Notes 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 its benefit and for the benefit of all of the Holders and the Trustee and the Collateral Agent, 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 of NotesHolder, by its acceptance of the Notes and the Guarantees of the any Notes, will be deemed to have consented consents and agreed agrees to the terms of each Collateral Document relating to Section 13.05 hereof, the Notes, Security Documents and the Intercreditor Agreements (including the provisions providing for foreclosure) as originally the same may be in effect and as amended, supplemented or replaced may be amended from time to time in accordance with its their terms or the terms of this Indenture, to have authorized and directed the Trustee authorizes and directs the Collateral Agent, as applicable, to enter into the Collateral Documents relating to the Notes to which it is a party, and to have authorized and empowered the Trustee and the Collateral Agent, as applicable, and (through the Intercreditor Agreement) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations as set forth in the Collateral Documents to which they are a party and to perform its respective obligations and exercise its respective rights under the Security Documents and powers thereunder. Notwithstanding the foregoing, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of this Indenture or the Notes. The foregoing will not limit the right of the Issuer to amend, waive or otherwise modify the Collateral Documents relating to the Notes Intercreditor Agreements in accordance with their termstherewith. (cd) The Collateral Agent, the Trustee and each Holder, by accepting the Notes and the Guarantees of the NotesGuarantees, acknowledges that, as more fully set forth in the Collateral Security Documents relating to and the NotesIntercreditor Agreements, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of all the Holders, the Collateral Agent and the Trustee, and that the Lien granted by of this Indenture and the Collateral Security Documents relating to the Notes in respect of the Collateral Agent, the Trustee and the Holders is subject to and qualified and limited in all respects by the Collateral Security Documents relating to and the Notes Intercreditor Agreements and actions that may be taken thereunder. In . (e) It is understood and agreed that prior to the event of conflict between the Intercreditor Agreement, any repayment in full of the obligations under the Senior Credit Facilities, to the extent the Senior Credit Facilities Agent is satisfied with or agrees to any deliveries of or other arrangements with respect to any Investment Related Property (as defined in the Security Agreement) (such Investment Related Property, referred to as “pledged Collateral” in this clause (e)), the Collateral Agent shall automatically be deemed to be satisfied with the same arrangements. So long as the First Lien Intercreditor Agreement is in effect and prior to the repayment in full of the obligations under the Senior Credit Facilities, (A) the Issuer or any Guarantor may satisfy its obligations to deliver or make arrangements with respect to such pledged Collateral to the Collateral Agent by delivering to, or making arrangements with respect to such pledged Collateral satisfactory to the Senior Credit Facilities Agent and (B) if the Senior Credit Facilities Agent grants an extension of time pursuant to a provision in the Credit Agreement that is substantially similar to the corresponding provisions of the definition of “Excluded Property” or exercises its discretion under the Credit Agreement to determine that any Subsidiary of the Issuer shall be excluded from the requirements of the “Collateral and Guarantee Requirement” or that any property shall be an “Excluded Asset” (in each case as defined in the Credit Agreement), the Collateral Agent shall automatically be deemed to accept such determination hereunder and under the Security Documents and shall execute any documentation, if applicable, in connection therewith. The Issuer shall provide written notice (which may be by email) to the Collateral Agent of any determination made by the Senior Credit Facilities Agent which shall be binding upon the Collateral Agent in accordance with the terms of this IndentureIndenture and the Security Documents; provided, however, that the Intercreditor Agreement Collateral Agent shall controlnot be bound by any determination made by the Senior Credit Facilities Agent that adversely affects the rights, protections, benefits, indemnities or immunities of the Collateral Agent without the prior written consent of the Collateral Agent.

The Collateral. (a) The Except as provided for in Section 4.18, the due and punctual payment of the principal of and interestof, and 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 otherwise, interest on the overdue principal of and whether by the Issuer pursuant interest (to the extent lawful), if any, on the Notes or by any Secured Guarantor pursuant to its Guarantee and the payment Note Guarantees and performance of all other First Lien Obligations of the Issuer and the Guarantors obligations under this Indenture, the Notes, the Note Guarantees and the Collateral Documents relating to the Notes are Security Documents, shall be secured by First Liens on the CollateralLiens, subject to Permitted Liens, as provided in the Collateral Security Documents relating to which the Notes which Company, the Issuer and the Guarantors Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture, on or in certain circumstances, subsequent prior to the Issue Date or the Merger Date, date hereof and will shall be secured as provided in the Collateral Document relating to the Notes by all Security Documents hereafter delivered as required or permitted by this IndentureIndenture and the Security Documents, including the Intercreditor Agreements. (b) The Company and the Guarantors hereby agree that the Security Agent shall hold and administer the Collateral in trust for the benefit of all the Holders and the Trustee, in each case pursuant to the terms of the Security Documents, including the Intercreditor Agreements, and the Security Agent and the Trustee are hereby authorized to execute and deliver the Security Documents, including the Intercreditor Agreements and any other agreements, deeds or other documents in relation thereto, on behalf of all the Holders. (c) Each Holder of NotesHolder, by its acceptance of the any Notes and the Guarantees of Note Guarantees, and the NotesTrustee, will be deemed by entering into this Indenture, consents and agrees to have consented and agreed to accepts the terms of each Collateral Document relating to the NotesSecurity Documents, including the Intercreditor Agreements, as originally the same may be in effect and or as amended, supplemented or replaced may be amended from time to time in accordance with its their terms or and irrevocably authorizes and directs the terms of this IndentureSecurity Agent to: (A) perform the duties and exercise the rights, power and discretion that are specifically given to have authorized and directed it under the Trustee and the Collateral AgentSecurity Documents, as applicable, to enter into the Collateral Documents relating to the Notes to which it is a party, and to have authorized and empowered the Trustee and the Collateral Agent, as applicable, and (through including the Intercreditor AgreementAgreements, together with any other incidental rights, power and discretions; and (B) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations as set forth in the Collateral Documents to which they are a party and to perform its respective obligations and exercise its respective rights and powers thereunder. Notwithstanding the foregoingexecute each Security Document, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole modification, amendment, renewal or in part, of replacement or any provision of this Indenture or other document expressed to be executed by the Notes. The foregoing will not limit the right of the Issuer to amend, waive or otherwise modify the Collateral Documents relating to the Notes in accordance with their termsSecurity Agent on its behalf. (cd) The Trustee and each Holder, by accepting the Notes and the Guarantees of the NotesNote Guarantees, acknowledges that, as more fully set forth in the Collateral Documents relating to Security Documents, including the NotesIntercreditor Agreements, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of all the Holders, the Collateral Agent Holders and the Trustee, and that the Lien granted by of this Indenture and the Collateral Security Documents relating to the Notes in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Collateral Documents relating to Security Documents, including the Notes Intercreditor Agreements, and actions that may be taken thereunder. In . (e) Subject to the event terms of conflict between this Indenture and the Intercreditor AgreementSecurity Documents, any the Issuer and the Guarantors shall have the right to remain in possession and retain exclusive control of the other Collateral Documents securing the Notes, to freely operate the Collateral and this Indentureto collect, the Intercreditor Agreement shall controlinvest and dispose of any income therefrom.

The Collateral. (a) The due and punctual payment of the principal of and interestof, and 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 otherwise, interest on the overdue principal of and whether by the Issuer pursuant interest (to the Notes or extent permitted by any Secured Guarantor pursuant to its Guarantee law), if any, on the Securities and the payment Note Guarantees and performance of all other First Lien Obligations of the Issuer and the Guarantors obligations under this Indenture, the Notesincluding, without limitation, the obligations of the Company set forth in Section 7.7, and the Securities and the Note Guarantees and the Collateral Documents relating to the Notes are Documents, shall be secured by First at least third-priority Liens on and security interests in the Collateral, in each case subject to Permitted Liens, as provided in the Collateral Documents relating to the Notes which the Issuer Company and the Guarantors Note Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture, or in certain circumstances, subsequent to the Issue Date or the Merger Date, Indenture and will be secured as provided in by all of the Collateral Document relating pledged pursuant to the Notes Collateral Documents hereafter delivered as required or permitted by this Indenture, the Collateral Documents and the Intercreditor Agreement. The Company and the Note Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of the Initial Holder or all of the Holders and the Trustee, in each case pursuant to the terms of the Collateral Documents and the Intercreditor Agreement and the Collateral Agent is hereby authorized to execute and deliver the Collateral Documents and the Intercreditor Agreement. (b) Each The Initial Holder of Notesand each Holder, by its acceptance of the Notes any Securities and the Guarantees of the NotesNote Guarantees, will be deemed to have consented consents and agreed agrees to the terms of each the Collateral Document relating to Documents and the NotesIntercreditor Agreement (including, without limitation, the provisions providing for foreclosure) as originally the same may be in effect and as amended, supplemented or replaced may be amended from time to time in accordance with its their terms or the terms of this Indenture, to have authorized and directed the Trustee authorizes and directs the Collateral Agent, as applicable, to enter into the Collateral Documents relating to the Notes to which it is a party, and to have authorized and empowered the Trustee and the Collateral Agent, as applicable, and (through the Intercreditor Agreement) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations as set forth in the Collateral Documents to which they are a party and to perform its respective obligations and exercise its respective rights and powers thereunder. Notwithstanding the foregoing, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of this Indenture or the Notes. The foregoing will not limit the right of the Issuer to amend, waive or otherwise modify under the Collateral Documents relating to the Notes in accordance with their termstherewith. (c) The Initial Holder, the Trustee and each Holder, by accepting the Notes Securities and the Guarantees of the NotesNote Guarantees, acknowledges that, as more fully set forth in the Collateral Documents relating to and the NotesIntercreditor Agreement, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of the Initial Holder, all the Holders, the Collateral Agent Holders and the Trustee, and that the Lien granted by of this Indenture and the Collateral Documents relating to the Notes in respect of the Initial Holder or the Trustee and the Holders is subject to and qualified and limited in all respects by the Collateral Documents relating to and the Notes Intercreditor Agreement and actions that may be taken thereunder. In the event of conflict between the Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the Intercreditor Agreement shall control.

The Collateral. (a) The due and punctual payment of the principal of and interestof, and 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 otherwise, interest on the overdue principal of and whether by the Issuer pursuant interest (to the Notes or extent permitted by any Secured Guarantor pursuant to its Guarantee law), if any, on the Securities and the payment Guarantees thereof and performance of all other First Lien Obligations of the Issuer and the Guarantors obligations under this Indenture, the Notesincluding, without limitation, the obligations of the Company set forth in Section 7.7 and Section 8.5 herein, and the Securities and the Guarantees thereof and the Collateral Documents relating to the Notes are Documents, shall be secured by First (i) first-priority Liens on the Collateraland security interests and (ii) second-priority Liens and security interests, in each case subject to Permitted Liens, as provided in the Collateral Documents relating to the Notes which the Issuer Company and the Guarantors Subsidiary Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture, or in certain circumstances, subsequent to the Issue Date or the Merger Date, Indenture and will be secured as provided in the by all Collateral Document relating to the Notes Documents hereafter delivered as required or permitted by this Indenture, the Collateral Documents and the Intercreditor Agreement. 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 and the Trustee, in each case pursuant to the terms of the Collateral Documents and the Intercreditor Agreement and the Collateral Agent is hereby authorized to execute and deliver the Collateral Documents and the Intercreditor Agreement. (b) Each Holder of NotesHolder, by its acceptance of the Notes any Securities and the Guarantees of the Notesthereof, will be deemed to have consented consents and agreed agrees to the terms of each the Collateral Document relating to Documents and the NotesIntercreditor Agreement (including, without limitation, the provisions providing for foreclosure) as originally the same may be in effect and as amended, supplemented or replaced may be amended from time to time in accordance with its their terms or the terms of this Indenture, to have authorized and directed the Trustee authorizes and directs the Collateral Agent, as applicable, to enter into the Collateral Documents relating to the Notes to which it is a party, and to have authorized and empowered the Trustee and the Collateral Agent, as applicable, and (through the Intercreditor Agreement) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations as set forth in the Collateral Documents to which they are a party and to perform its respective obligations and exercise its respective rights and powers thereunder. Notwithstanding the foregoing, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of this Indenture or the Notes. The foregoing will not limit the right of the Issuer to amend, waive or otherwise modify under the Collateral Documents relating to and the Notes Intercreditor Agreement in accordance with their termstherewith. (c) The Trustee and each Holder, by accepting the Notes Securities and the Guarantees of the Notesthereof, acknowledges that, as more fully set forth in the Collateral Documents relating to and the NotesIntercreditor Agreement, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of all the Holders, the Collateral Agent Holders and the Trustee, and that the Lien granted by of this Indenture and the Collateral Documents relating to the Notes in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Collateral Documents relating to and the Notes Intercreditor Agreement and actions that may be taken thereunder. In the event of conflict between the Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the Intercreditor Agreement shall control.

The Collateral. (a) The due and punctual payment of the principal of and interestof, and 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 otherwise, interest on the overdue principal of and whether by the Issuer pursuant interest (to the extent lawful), if any on the Notes or by any Secured Guarantor pursuant to its Guarantee and the payment Note Guarantees thereof and performance of all other First Lien Obligations of the Issuer and the Guarantors obligations under this Indenture, the Notesincluding without limitation, the obligations of the Company set forth in Section 7.07 and Section 8.05 herein, and the Notes and the Note Guarantees thereof and the Collateral Documents relating to the Notes are Documents, shall be secured by First Liens and security interests on the Collateral, Collateral (subject to Permitted Liens), as provided in this Indenture, the Collateral Documents relating to and the Notes Intercreditor Agreements which the Issuer Company and the Guarantors Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture, or in certain circumstances, subsequent to the Issue Date or the Merger Date, Indenture and will shall be secured as provided in the by all Collateral Document relating to the Notes Documents hereafter delivered as required or permitted by this Indenture, the Collateral Documents and the Intercreditor Agreements. All Collateral Documents shall be subject to the terms of the Intercreditor Agreements. (b) 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 and the Trustee and for the benefit of the First Priority Lien Obligations and the holders of the Floating Rate Notes, the FRN Trustee and the FRN Collateral Agent, in each case pursuant to the terms of the Collateral Documents and the Intercreditor Agreements, and the Collateral Agent is hereby authorized to execute and deliver the Collateral Documents, the Reaffirmation and Joinder Agreement and the Second Lien Intercreditor Agreement, as Collateral Agent and on behalf of each Holder. (c) Each Holder of NotesHolder, and its successors and assigns, by its acceptance of any of the Notes and the Guarantees of the NotesNote Guarantees, will consents and agrees to be deemed to have consented and agreed to individually bound by the terms of each this Indenture, the Collateral Document relating Documents and the Intercreditor Agreements (including, without limitation, Section 6 of the First Lien/Second Lien Intercreditor Agreement with respect to payments received by any Holder or the NotesCollateral 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 originally the same may be in effect and or as amended, supplemented or replaced may be amended from time to time in accordance with its their terms or the terms of this Indenture, to have authorized and directed the Trustee authorizes and directs the Collateral Agent, as applicable, Agent to enter into the Collateral Documents relating to the Notes to which it is a party, and to have authorized and empowered the Trustee and the Collateral Agent, as applicable, and (through the Intercreditor Agreement) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations as set forth in the Collateral Documents to which they are a party and to perform its respective obligations and exercise its respective rights and powers thereunder. Notwithstanding the foregoing, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of this Indenture or the Notes. The foregoing will not limit the right of the Issuer to amend, waive or otherwise modify under the Collateral Documents relating to and the Notes Intercreditor Agreements in accordance with their termstherewith and to bind each Holder thereto by the Collateral Agent’s entering into or otherwise becoming bound thereby. (cd) The Trustee and each Holder, by accepting the Notes and the Guarantees of the NotesNote Guarantees, acknowledges that, as more fully set forth in the Collateral Documents relating to and the NotesIntercreditor Agreements, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of the First Priority Lien Obligations, and the holders of the Floating Rate Note, the FRN Trustee and the FRN Collateral Agent, all the Holders, the Collateral Agent and the TrusteeTrustee in accordance with their respective interests as provided in the Intercreditor Agreements, and that the Lien granted by of this Indenture and the Collateral Documents relating to the Notes in respect of the Trustee and the Holders is subject to and qualified by and limited in all respects by the Collateral Documents relating to and the Notes Intercreditor Agreements and actions that may be taken thereunder. In . (e) The Trustee and each Holder, by accepting the event of conflict between Notes and the Intercreditor AgreementNote Guarantees, any acknowledges that the holders from time to time of the other Collateral Documents 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 First Lien/Second Lien Intercreditor Agreement and this Indenture, Section 11.01 and (ii) are intended to be third party beneficiaries of this Section 11.01. No amendment or modification of the Intercreditor Agreement provisions of this Section 11.01 shall controlbe 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 due and punctual payment of the principal of and interestof, and premiumpremium on, if any, and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise otherwise, and whether by interest on the Issuer pursuant to overdue principal of, premium on, if any, and interest on the Notes or by any Secured Guarantor pursuant to its Guarantee and the payment performance of all other First Lien Secured Notes Obligations of the Issuer and the Guarantors under to the Holders or the Trustee and/or Notes Collateral Agent (as applicable), according to the terms of this Indenture, the Notes, the Guarantees Notes and the Collateral Documents relating to the Notes are Guarantees, shall be secured by First Liens on the Collateral, subject to Permitted Liens, as provided in the Collateral Documents relating to the Notes Security Documents, which the Issuer and the Guarantors have entered will enter into simultaneously with on the execution Effective Date and which define the terms of this Indenturethe Liens that secure the Secured Notes Obligations. The Trustee, or in certain circumstances, subsequent to the Issue Date or Issuer and the Merger Date, Guarantors hereby acknowledge and will be secured as provided in agree that the Notes Collateral Agent holds the Collateral Document relating to for the benefit of the Holders, the Trustee and the Notes hereafter delivered as required or permitted by this Indenture. (b) Each Holder of Notes, by its acceptance of the Notes Collateral Agent and the Guarantees of the Notes, will be deemed to have consented and agreed pursuant to the terms of each Collateral Document relating the Security Documents. Each Holder, by accepting a Note, consents and agrees to the Notesterms of the Security Documents, the Equal Priority Intercreditor Agreement and Junior Priority Intercreditor Agreement (including the provisions providing for the possession, use, release and foreclosure of Collateral), each as originally may be in effect and as amended, supplemented or replaced may be amended from time to time in accordance with its their terms or and the terms of this Indenture, to have authorized and directed authorizes and directs the Trustee and Notes Collateral Agent and/or the Collateral AgentTrustee, as applicable, to enter into the Collateral Documents relating Security Documents, any Junior Priority Intercreditor Agreement in respect of permitted Junior Priority Obligations and any the Equal Priority Intercreditor Agreement in respect of permitted Equal Priority Obligations, and any amendments, supplements, and/or joinders to the Notes foregoing to which it is a party, and to have authorized and empowered at any time after the Trustee and the Collateral AgentIssue Date, as if applicable, and (through the Intercreditor Agreement) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations as set forth in the Collateral Documents to which they are a party and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith. On or following the Effective Date, the Issuer shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and powers thereunder. Notwithstanding shall do or cause to be done all such acts and things as may be necessary, proper, or as may be required by the foregoingSecurity Documents, no such consent to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or deemed consent shall be deemed or construed any part thereof, as from time to represent an amendment or waivertime constituted, in whole or in part, of any provision so as to render the same available for the security and benefit of this Indenture or the Notes. The foregoing will not limit the right and of the Issuer to amendNotes secured hereby, waive or otherwise modify the Collateral Documents relating according to the Notes in accordance with their terms. (c) The Trustee intent and each Holderpurposes herein expressed. On or following the Effective Date, by accepting the Notes Issuer and the Guarantees Guarantors shall execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, make all filings (including filings of financing statements under the Notes, acknowledges that, as more fully set forth in the Collateral Documents relating UCC and continuation statements and amendments to the Notes, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of all the Holders, the Collateral Agent and the Trustee, and that the Lien granted by the Collateral Documents relating to the Notes in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Collateral Documents relating to the Notes and actions such financing statements that may be taken thereunder. In necessary to continue the event effectiveness of conflict between such financing statements and any filings with the Intercreditor Surface Transportation Board (as defined in the Security Agreement)), any and take all further action that may be required under applicable law in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the other Collateral Liens and security interests created or intended to be created by the Security Documents and this Indenturein the Collateral, the Intercreditor Agreement shall controlsubject to Permitted Liens.

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 Trust Company, National Association to act as Collateral Agent and the Real Property Collateral Agent. The Collateral Agent and the Real Property 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 and the Real Property Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent and the Real Property 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 and the Real Property Collateral Agent are parties, nor shall the Collateral Agent or the Real Property 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 or the Real Property 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 or the Real Property 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 and interestof, and 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 otherwise, interest on the overdue principal of and whether 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 shall be secured by Liens and security interests on the Collateral to the extent provided by the Issuer Security Documents and subject to the Intercreditor Agreements, any Pari Passu Second Lien Intercreditor Agreement and any Junior Lien Intercreditor Agreement. The Issuers and the Guarantors hereby agree that the Collateral Agent and the Real Property Collateral Agent shall hold the applicable Collateral on behalf of and for the benefit of all of the Holders, the Trustee and the Collateral Agent and Real Property Collateral Agent, in each case pursuant to the Notes or by any Secured Guarantor pursuant to its Guarantee and the payment of all other First Lien Obligations terms of the Issuer and the Guarantors under this IndentureSecurity Documents, the Notes, the Guarantees and the Collateral Documents relating to the Notes are secured by First Liens on the CollateralAgent, subject to Permitted Liens, as provided in the Real Property Collateral Documents relating to the Notes which the Issuer Agent and the Guarantors have entered into simultaneously with Trustee are hereby directed and authorized by the execution of this Indenture, or in certain circumstances, subsequent Holders to execute and deliver the Issue Date or the Merger Date, and will be secured as provided in the Collateral Document relating to the Notes hereafter delivered as required or permitted by this IndentureSecurity Documents. (b) Each Holder of NotesHolder, by its acceptance of the any Notes and the Guarantees of the Notesthereof, will be deemed to have consented irrevocably consents and agreed agrees to the terms of each Collateral Document relating to the NotesSecurity Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as originally the same may be in effect and as amended, supplemented or replaced may be amended from time to time in accordance with its terms or their terms, agrees to the terms appointment of this Indenture, to have authorized and directed the Trustee Collateral Agent and the Real Property Collateral Agent, as applicable, Agent and authorizes and directs the Collateral Agent and the Real Property Collateral Agent (i) to enter into the Collateral Security Documents relating to (including, without limitation, the Notes to which it is a partyIntercreditor Agreements), and to have authorized perform its obligations and empowered exercise its rights, powers and discretions under the Trustee and Security Documents in accordance therewith, (ii) make the Collateral Agentrepresentations of the Holders set forth in the Security Documents (including, as applicablewithout limitation, the Intercreditor Agreements), and (through the Intercreditor Agreementiii) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations on the terms as set forth in the Collateral Security Documents to which they are a party and to perform its respective obligations and exercise its respective rights and powers thereunder. Notwithstanding (including, without limitation, the foregoing, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of this Indenture or the Notes. The foregoing will not limit the right of the Issuer to amend, waive or otherwise modify the Collateral Documents relating to the Notes in accordance with their termsIntercreditor Agreements). (c) The Trustee Trustee, the Collateral Agent and each Holder, by accepting the Notes and the Guarantees of the Notes, thereof acknowledges that, as more fully set forth in the Collateral Documents relating to the NotesSecurity Documents, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of all the Holders, the Collateral Agent, the Real Property Collateral Agent and the Trustee, and that the Lien granted by of this Indenture and the Collateral Security Documents relating to the Notes in respect of the Trustee Trustee, the Collateral Agent, the Real Property Collateral Agent and the Holders is subject to and qualified and limited in all respects by the Collateral Security Documents relating to the Notes and actions that may be taken thereunder. In the event of conflict between the Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the Intercreditor Agreement shall control.

The Collateral. (a) The due and punctual payment of the principal of and interestof, and 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 otherwise, interest on the overdue principal of and whether by the Issuer pursuant interest (to the extent permitted by law), if any, on the Notes or by any Secured Guarantor pursuant to its Guarantee and the payment Guarantees and performance of all other First Lien Obligations of the Issuer and the Guarantors obligations under this Indenture, including, the Notesobligations of the Company set forth in Section 7.07 and Section 8.05 herein, and the Notes and the Guarantees and the Collateral Documents relating to Documents, shall be secured by Liens on and security interests in the Notes are secured by First Liens on Collateral and the ABL Collateral, in each case with the priority set forth in the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement and subject to Permitted Liens, as provided in the Collateral Documents relating to the Notes which the Issuer Company and the Guarantors Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture, or in certain circumstances, subsequent to the Issue Date or the Merger Date, Indenture and will be secured as provided in the by all Collateral Document relating to the Notes Documents hereafter delivered as required or permitted by this IndentureIndenture and the Collateral 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 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 Collateral Documents, and the First Lien Notes Collateral Agent is hereby authorized to execute and deliver the Collateral Documents. (c) Each Holder of NotesHolder, by its acceptance of the any Notes and the Guarantees of the NotesGuarantees, will be deemed to have consented consents and agreed agrees to the terms of each Section 11.09 and the Collateral Document relating to Documents (including, the Notesprovisions providing for the possession, use, release and foreclosure of Collateral) as originally the same may be in effect and as amended, supplemented or replaced may be amended from time to time in accordance with its their terms or the terms of this Indenture, to have authorized and directed authorizes and directs the Trustee and the Collateral Agent, as applicable, to enter into the Collateral Documents relating to the Notes to which it is a party, and to have authorized and empowered the Trustee and the Collateral Agent, as applicable, and (through the Intercreditor Agreement) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations as set forth in the Notes Collateral Documents to which they are a party and Agent to perform its respective obligations and exercise its respective rights and powers thereunder. Notwithstanding the foregoing, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of under this Indenture or the Notes. The foregoing will not limit the right of the Issuer to amend, waive or otherwise modify and the Collateral Documents relating to the Notes in accordance with their termstherewith. (cd) The Trustee and each Holder, by accepting the Notes and the Guarantees of the NotesGuarantees, acknowledges that, as more fully set forth in the Collateral Documents relating to the NotesDocuments, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of all the Holders, the Collateral Agent Holders and the Trustee, and that the Lien granted by of this Indenture and the Collateral Documents relating to the Notes in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Collateral Documents relating to the Notes and actions that may be taken thereunder. In the event of conflict between the Intercreditor Agreement. (e) The Company shall, any 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 Pari Passu Intercreditor Agreement and 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 this Indenture, the Intercreditor Agreement shall controlany 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 and interestof, and 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 otherwise, interest on the overdue principal of and whether by the Issuer pursuant interest (to the extent permitted by law), if any, on the Notes or by any Secured Guarantor pursuant to its Guarantee and the payment Note Guarantees and performance of all other First Lien Obligations of the Issuer and the Guarantors obligations under this Indenture, the Notesincluding, without limitation, the obligations of the Company set forth in Section 7.7 and Section 8.5 herein, and the Notes and the Note Guarantees and the Collateral Documents relating to the Notes are Documents, shall be secured by First (i) first-priority Liens and security interests on the First Priority Collateraland (ii) second-priority Liens and security interests on the ABL Collateral, in each case subject to Permitted Liens, as provided in the Collateral Documents relating to the Notes which the Issuer Company and the Guarantors Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture, or in certain circumstances, subsequent to the Issue Date or the Merger Date, Indenture and will be secured as provided in the by all Collateral Document relating to the Notes Documents hereafter delivered as required or permitted by this Indenture, the Collateral Documents and the Intercreditor Agreement. (b) 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 and the Trustee, in each case pursuant to the terms of the Collateral Documents and the Intercreditor Agreement, and the Collateral Agent is hereby authorized to execute and deliver the Collateral Documents and the Intercreditor Agreement. (c) Each Holder of NotesHolder, by its acceptance of the any Notes and the Guarantees Note Guarantees, hereby appoints the Trustee to serve as Collateral Agent and representative of the NotesHolders under each of the Collateral Documents and the Intercreditor Agreement, will and authorizes the Collateral Agent to execute and enter into each of the Collateral Documents and the Intercreditor Agreement 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 Agreement, 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 Agreement 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 deemed read into this Indenture, the Intercreditor Agreement 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 consented 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 agreed 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 each the Collateral Document relating to Documents and the NotesIntercreditor Agreement (including, without limitation, the provisions providing for foreclosure) as originally the same may be in effect and as amended, supplemented or replaced may be amended from time to time in accordance with its their terms or the terms of this Indenture, to have authorized and directed the Trustee authorizes and directs the Collateral Agent, as applicable, to enter into the Collateral Documents relating to the Notes to which it is a party, and to have authorized and empowered the Trustee and the Collateral Agent, as applicable, and (through the Intercreditor Agreement) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations as set forth in the Collateral Documents to which they are a party and to perform its respective obligations and exercise its respective rights and powers thereunder. Notwithstanding the foregoing, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of this Indenture or the Notes. The foregoing will not limit the right of the Issuer to amend, waive or otherwise modify under the Collateral Documents relating to and the Notes Intercreditor Agreement in accordance with their termstherewith. (cg) The Trustee and each Holder, by accepting the Notes and the Guarantees of the NotesNote Guarantees, acknowledges that, as more fully set forth in the Collateral Documents relating to and the NotesIntercreditor Agreement, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of all the Holders, the Collateral Agent Holders and the Trustee, and that the Lien granted by of this Indenture and the Collateral Documents relating to the Notes in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Collateral Documents relating to and the Notes Intercreditor Agreement and actions that may be taken thereunder. In the event of conflict between the Intercreditor Agreement, . (h) The Collateral Agent shall not be liable for any of the other Collateral Documents and action taken or not taken by it under this Indenture, the Intercreditor Agreement shall controlor 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 and interestof, and 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 otherwise, interest on the overdue principal of and whether by the Issuer pursuant interest (to the Notes or by any Secured Guarantor pursuant to its Guarantee extent lawful), if any, on the Securities and the payment Subsidiary Guarantees thereof and performance of all other First Lien Obligations of the Issuer and the Guarantors obligations under this Indenture, the Notesincluding, without limitation, the obligations of the Company set forth in Section 7.7 and Section 8.6 herein, and the Securities and the Subsidiary Guarantees thereof and the Collateral Documents relating to the Notes are Documents, shall be secured by First Liens on and security interests having the Collateral, priority specified in the Intercreditor Agreement in the Collateral subject to no Liens other than Permitted Liens, Liens as provided in the Collateral Documents relating to the Notes which the Issuer Company and the Guarantors Subsidiary Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture, or in certain circumstances, subsequent to the Issue Date or the Merger Date, Indenture and will shall be secured as provided in the by all Collateral Document relating to the Notes Documents hereafter delivered as required or permitted by this Indenture, the Collateral Documents and the Intercreditor Agreement; provided that the Collateral shall exclude certain items of property, as provided in the Collateral Documents (collectively, the “Excluded Collateral”). (b) The Company and the Subsidiary Guarantors hereby agree that the Collateral Agent or the Control Agent, as applicable, 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 Collateral Documents and the Intercreditor Agreement and the Collateral Agent is hereby authorized and directed to execute and deliver the Collateral Documents and the Intercreditor Agreement. (c) Each Holder of NotesHolder, by its acceptance of the Notes any Securities and the Subsidiary Guarantees of the Notesthereof, will be deemed to have consented consents and agreed agrees to the terms of each the Collateral Document relating to Documents and the NotesIntercreditor Agreement (including, without limitation, the provisions providing for foreclosure) as originally the same may be in effect and or as amended, supplemented or replaced may be amended from time to time in accordance with its their terms or the terms of this Indenture, to have authorized and directed the Trustee authorizes and directs the Collateral Agent, as applicable, Agent to enter into the Collateral Documents relating to the Notes to which it is a party, and to have authorized and empowered the Trustee and the Collateral Agent, as applicable, and (through the Intercreditor Agreement) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations as set forth in the Collateral Documents to which they are a party and to perform its respective obligations and exercise its respective rights and powers thereunder. Notwithstanding the foregoing, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of this Indenture or the Notes. The foregoing will not limit the right of the Issuer to amend, waive or otherwise modify under the Collateral Documents relating to and the Notes Intercreditor Agreement in accordance with their termstherewith. (cd) The Trustee and each Holder, by accepting the Notes Securities and the Subsidiary Guarantees of the Notesthereof, acknowledges that, as more fully set forth in the Collateral Documents relating to and the NotesIntercreditor Agreement, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of all the Holders, the Collateral Agent and the Trustee, and that the Lien granted by of this Indenture and the Collateral Documents relating to the Notes in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Collateral Documents relating to and the Notes Intercreditor Agreement and actions that may be taken thereunder. In the event of conflict between the Intercreditor Agreement, any of the other Collateral Documents Agreement and this Indenture, the Intercreditor Agreement shall control. (e) In connection with exercising any right, power or discretionary duty hereunder or under the Intercreditor Agreement, or under the Collateral Documents (for purposes of this clause, the “Agreements”), unless otherwise expressly provided under the Agreements, the Collateral Agent and Trustee shall be entitled to rely upon the direction of a majority of the Securityholders. The Collateral Agent and Trustee shall not have any liability for taking any action at the direction of such majority, or for any failure or delay of any such parties to provide timely direction to the Collateral Agent or Trustee. Notwithstanding any other provision of the Agreements, (i) any such direction shall not conflict with any rule of law or with the Agreements and (ii) the Collateral Agent or Trustee shall not be required to take any action that it determines might involve it in liability (unless the Collateral Agent or Trustee has received satisfactory indemnity against such liability).

The Collateral. (a) The Except as provided for in Section 4.18, the due and punctual payment of the principal of and interestof, and 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 otherwise, interest on the overdue principal of and whether by the Issuer pursuant interest (to the extent lawful), if any, on the Notes or by any Secured Guarantor pursuant to its Guarantee and the payment Note Guarantees thereof and performance of all other First Lien Obligations of the Issuer and the Guarantors obligations under this Indenture, the Notes, the Note Guarantees and the Collateral Documents relating to the Notes are Security Documents, shall be secured by First Liens on the CollateralLiens, subject to Permitted Liens, as provided in the Collateral Security Documents relating to which the Notes which Company, the Issuer and the Guarantors Guarantors, as the case may be, have entered into simultaneously with on or about the execution of this Indenture, or in certain circumstances, subsequent to the Issue Date or the Merger Date, date hereof and will shall be secured as provided in the Collateral Document relating to the Notes by all Security Documents hereafter delivered as required or permitted by this Indenture, the Security Documents and the Intercreditor Agreement. (b) The Company and the Guarantors hereby agree that the Security Agent shall hold and administer the Collateral in trust for the benefit of all the Holders and the Trustee, in each case pursuant to the terms of the Security Documents and the Intercreditor Agreement and the Security Agent and the Trustee are is hereby authorized to execute and deliver the Security Documents and the Intercreditor Agreement (including any other agreements, deeds or other documents in relation thereto) on behalf of all the Holders. (c) Each Holder of NotesHolder, by its acceptance of the any Notes and the Note Guarantees of thereof, and the NotesTrustee, will be deemed by entering into this Indenture, consents and agrees to have consented and agreed to accepts the terms of each Collateral Document relating to the Notes, Security Documents and the Intercreditor Agreement as originally the same may be in effect and or as amended, supplemented or replaced may be amended from time to time in accordance with its their terms or and irrevocably authorizes and directs the terms of this IndentureSecurity Agent to: (A) perform the duties and exercise the rights, power and discretion that are specifically given to have authorized it under the Security Documents and directed the Trustee and the Collateral Agent, as applicable, to enter into the Collateral Documents relating to the Notes to which it is a party, and to have authorized and empowered the Trustee and the Collateral Agent, as applicable, and (through the Intercreditor Agreement, together with any other incidental rights, power and discretions; and (B) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations as set forth in the Collateral Documents to which they are a party and to perform its respective obligations and exercise its respective rights and powers thereunder. Notwithstanding the foregoingexecute each Security Document, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole modification, amendment, renewal or in part, of replacement or any provision of this Indenture or other document expressed to be executed by the Notes. The foregoing will not limit the right of the Issuer to amend, waive or otherwise modify the Collateral Documents relating to the Notes in accordance with their termsSecurity Agent on its behalf. (cd) The Trustee and each Holder, by accepting the Notes and the Note Guarantees of the Notesthereof, acknowledges that, as more fully set forth in the Collateral Security Documents relating to and the NotesIntercreditor Agreement, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of all the Holders, the Collateral Agent Holders and the Trustee, and that the Lien granted by of this Indenture and the Collateral Security Documents relating to the Notes in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Collateral Security Documents relating to and the Notes Intercreditor Agreement and actions that may be taken thereunder. In . (e) Subject to the event terms of conflict between this Indenture and the Intercreditor AgreementSecurity Documents, any the Issuer and the Guarantors shall have the right to remain in possession and retain exclusive control of the other Collateral Documents securing the Notes, to freely operate the Collateral and this Indentureto collect, the Intercreditor Agreement shall controlinvest and dispose of any income therefrom.

The Collateral. (a) The due and punctual payment of the principal of and interestof, and premium, 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 otherwise, interest on the overdue principal of and whether by the Issuer pursuant interest (to the Notes or extent permitted by any Secured Guarantor pursuant to its Guarantee law), if any, on the Securities and the payment Guarantees thereof and performance of all other First Lien Obligations of the Issuer and the Guarantors obligations under this Indenture, and the Notes, Securities and the Guarantees thereof and the Collateral Documents relating to the Notes are Documents, shall be secured by First (i) first-priority Liens on the Collateraland security interests and (ii) second-priority Liens and security interests, in each case subject to Permitted Liens, as provided in the Collateral Documents relating to the Notes which the Issuer Company and the Guarantors Subsidiary Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture, or in certain circumstances, subsequent to the Issue Date or the Merger Date, Indenture and will be secured as provided in the by all Collateral Document relating to the Notes Documents hereafter delivered as required or permitted by this Indenture and the Collateral Documents. The Company and the Subsidiary 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 and the Trustee, in each case pursuant to the terms of the Collateral Documents and the Collateral Agent and the Trustee are hereby authorized to execute and deliver the relevant Collateral Documents. Simultaneously with the execution of this Indenture, the Company will deliver to the Collateral Agent a perfection certificate regarding the Collateral in the form and substance reasonably satisfactory to the Collateral Agent. (b) Each Holder of NotesHolder, by its acceptance of the Notes any Securities and the Guarantees of the Notesthereof, will be deemed to have consented consents and agreed agrees to the terms of each the Collateral Document relating to Documents (including, without limitation, the Notes, provisions providing for foreclosure) as originally the same may be in effect and as amended, supplemented or replaced may be amended from time to time in accordance with its their terms or the terms of this Indenture, to have authorized and directed the Trustee authorizes and directs the Collateral AgentAgent and/or the Trustee, as applicablethe case may be, to enter into the Collateral Documents relating to the Notes to which it is a party, and to have authorized and empowered the Trustee and the Collateral Agent, as applicable, and (through the Intercreditor Agreement) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations as set forth in the Collateral Documents to which they are a party and to perform its respective obligations and exercise its respective rights and powers thereunder. Notwithstanding the foregoing, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of this Indenture or the Notes. The foregoing will not limit the right of the Issuer to amend, waive or otherwise modify under the Collateral Documents relating to the Notes in accordance with their termstherewith. (c) The Trustee and each Holder, by accepting the Notes Securities and the Guarantees of the Notesthereof, acknowledges that, as more fully set forth in the Collateral Documents relating to the NotesDocuments, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of all the Holders, Holders and the Collateral Trustee and the Revolving Facility Agent and the Trusteelenders under the Revolving Credit Facility as provided in the relevant Collateral Documents, and that the Lien granted by of this Indenture and the Collateral Documents relating to the Notes in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Collateral Documents relating to the Notes and actions that may be taken thereunder. In the event of conflict between the Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the Intercreditor Agreement shall control.

The Collateral. (a) U.S. Bank National Association is appointed to act as the initial trustee of the collateral (in such capacity, the “Collateral Trustee”), and the Collateral Trustee shall have the privileges, powers and immunities as set forth herein and in the Security Documents. The due and punctual payment of the principal of and interest, (and premium, if any, on) and interest on the Notes when and as the same shall be become due and payable, whether on an interest payment dateInterest Payment Date, at maturitythe Stated Maturity, by declaration of acceleration, repurchase, call for redemption or otherwise otherwise, interest on the overdue principal of and whether by the Issuer pursuant interest (to the extent permitted by law), if any, on the Notes or by any Secured Guarantor pursuant to its Guarantee and the payment performance of all other First Lien Obligations obligations of the Issuer and the Subsidiary Guarantors under this Indenture, the Notes, the Note Guarantees and the Collateral Documents relating Security Documents, according to the Notes are terms hereunder or thereunder, shall be secured by First Liens on a first-priority Lien (collectively, the Collateral, subject to Permitted “Note Liens, ”) in the Collateral as provided in the Collateral Security Documents relating to the Notes which the Issuer and the Subsidiary Guarantors have has entered into simultaneously with the execution of this Indenture, or in certain circumstances, subsequent to the Issue Date or the Merger Date, Indenture and will be secured as provided in by all of the Collateral Document relating pledged pursuant thereto and pursuant to the Notes any Security Documents hereafter delivered as required or permitted by this Indenture. (b) Each Holder of Notes, by its acceptance of the Notes . The Company and the Guarantees of the Notes, will be deemed to have consented and agreed to the terms of each Collateral Document relating to the Notes, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, to have authorized and directed the Trustee and Subsidiary Guarantors hereby agree that the Collateral Agent, as applicable, to enter into Trustee shall hold the Collateral Documents relating to the Notes to which it is a party, and to have authorized and empowered the Trustee and the Collateral Agent, as applicable, and (through the Intercreditor Agreement) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations as set forth in the Collateral Documents to which they are a party and to perform its respective obligations and exercise its respective rights and powers thereunder. Notwithstanding the foregoing, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of this Indenture or the Notes. The foregoing will not limit the right of the Issuer to amend, waive or otherwise modify the Collateral Documents relating to the Notes in accordance with their terms. (c) The Trustee and each Holder, by accepting the Notes and the Guarantees of the Notes, acknowledges that, as more fully set forth in the Collateral Documents relating to the Notes, the Collateral as now or hereafter constituted shall be held by the Collateral Agent trust for the benefit of all of the Holders, the Collateral Agent Holders and the Trustee, in each case pursuant to the terms of this Indenture and that the Lien granted by Security Documents, and the Collateral Documents relating Trustee is hereby authorized to execute and deliver the Notes in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Collateral Documents relating to the Notes and actions that may be taken thereunder. In the event of conflict between the Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the Intercreditor Agreement shall controlSecurity Documents.

The Collateral. (a) The due and punctual payment of the principal of and interestof, and premium, if any, and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise otherwise, interest on the overdue principal of and whether by the Issuer pursuant interest (to the extent permitted by law), if any, on the Notes or by any Secured Guarantor pursuant to its Guarantee and the payment performance of all other First Lien Obligations of the Issuer and the Guarantors obligations under this Indenture, the Notesincluding, without limitation, the Guarantees obligations of the Company set forth in Section 7.7 and Section 8.5 herein, and the Notes and the Collateral Documents relating to the Notes are Documents, shall be secured by First second-priority Liens on the Collateraland security interests, subject to Permitted Liens, as provided in the Collateral Documents relating to the Notes which the Issuer and the Guarantors have entered into simultaneously with the execution of this Indenture, or in certain circumstances, subsequent to the Issue Date or the Merger Date, and will be secured as provided in the by all Collateral Document relating to the Notes Documents hereafter delivered as required or permitted by this Indenture, the Collateral Documents and the Indenture Subordination Agreement. (b) The Company hereby agrees 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 Collateral Documents and the Indenture Subordination Agreement, and the Collateral Agent is hereby authorized to execute and deliver the Collateral Documents and the Indenture Subordination Agreement including any Collateral Documents or Indenture Subordination Agreement executed after the Issue Date. (c) Each Holder of NotesHolder, by its acceptance of the Notes and the Guarantees of the any Notes, will be deemed to have consented consents and agreed agrees to the terms of each the Collateral Document relating to Documents and the NotesIndenture Subordination Agreement including any Collateral Documents or Indenture Subordination Agreements executed after the Issue Date (and including, without limitation, the provisions providing for foreclosure) as originally the same may be in effect and as amended, supplemented or replaced may be amended from time to time in accordance with its their terms or the terms of this Indenture, to have authorized and directed the Trustee authorizes and directs the Collateral Agent, as applicable, to enter into the Collateral Documents relating to the Notes to which it is a party, and to have authorized and empowered the Trustee and the Collateral Agent, as applicable, and (through the Intercreditor Agreement) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations as set forth in the Collateral Documents to which they are a party and to perform its respective obligations and exercise its respective rights and powers thereunder. Notwithstanding the foregoing, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of this Indenture or the Notes. The foregoing will not limit the right of the Issuer to amend, waive or otherwise modify under the Collateral Documents relating to and the Notes Indenture Subordination Agreement in accordance with their termstherewith. (cd) The Trustee and each Holder, by accepting the Notes and the Guarantees of the Notes, acknowledges that, as more fully set forth in the Collateral Documents relating to and the NotesIndenture Subordination Agreement, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of all the Holders, the Collateral Agent Holders and the Trustee, and that the Lien granted by the Collateral Documents relating to the Notes in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Collateral Documents relating to and the Notes Indenture Subordination Agreement and actions that may be taken thereunder. In the event of conflict between the Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the Intercreditor Agreement shall control.

The Collateral. (a) The due and punctual payment of the principal of and interestof, and 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 otherwise, interest on the overdue principal of and whether by the Issuer pursuant interest (to the Notes or by any Secured Guarantor pursuant to its Guarantee extent lawful), if any, on the Securities and the payment Subsidiary Guarantees thereof and performance of all other First Lien Obligations of the Issuer and the Guarantors obligations under this Indenture, the Notesincluding, without limitation, the obligations of the Company set forth in Section 7.7 and Section 8.6 herein, and the Securities and the Subsidiary Guarantees thereof and the Collateral Documents relating to the Notes are Documents, shall be secured by First second-priority Liens on the Collateraland security interests, subject to Permitted Liens, as provided in the Collateral Documents relating to the Notes which the Issuer Company and the Guarantors Subsidiary Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture, or in certain circumstances, subsequent to the Issue Date or the Merger Date, Indenture and will shall be secured as provided in the by all Collateral Document relating to the Notes Documents hereafter delivered as required or permitted by this Indenture, the Collateral Documents and the Intercreditor Agreement; provided that the Collateral shall exclude certain items of property, as provided in the Collateral Documents (collectively, the “Excluded Collateral”). (b) 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 and the Trustee, in each case pursuant to the terms of the Collateral Documents and the Intercreditor Agreement and the Collateral Agent is hereby authorized and directed to execute and deliver the Collateral Documents and the Intercreditor Agreement. (c) Each Holder of NotesHolder, by its acceptance of the Notes any Securities and the Subsidiary Guarantees of the Notesthereof, will be deemed to have consented consents and agreed agrees to the terms of each the Collateral Document relating to Documents and the NotesIntercreditor Agreement (including, without limitation, the provisions providing for foreclosure) as originally the same may be in effect and or as amended, supplemented or replaced may be amended from time to time in accordance with its their terms or the terms of this Indenture, to have authorized and directed the Trustee authorizes and directs the Collateral Agent, as applicable, Agent to enter into the Collateral Documents relating to the Notes to which it is a party, and to have authorized and empowered the Trustee and the Collateral Agent, as applicable, and (through the Intercreditor Agreement) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations as set forth in the Collateral Documents to which they are a party and to perform its respective obligations and exercise its respective rights and powers thereunder. Notwithstanding the foregoing, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of this Indenture or the Notes. The foregoing will not limit the right of the Issuer to amend, waive or otherwise modify under the Collateral Documents relating to and the Notes Intercreditor Agreement in accordance with their termstherewith. (cd) The Trustee and each Holder, by accepting the Notes Securities and the Subsidiary Guarantees of the Notesthereof, acknowledges that, as more fully set forth in the Collateral Documents relating to and the NotesIntercreditor Agreement, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of all the Holders, the Collateral Agent and the Trustee, and that the Lien granted by of this Indenture and the Collateral Documents relating to the Notes in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Collateral Documents relating to and the Notes Intercreditor Agreement and actions that may be taken thereunder. In the event of conflict between the Intercreditor Agreement, any of the other Collateral Documents Agreement and this Indenture, the Intercreditor Agreement shall control. (e) In connection with exercising any right, power or discretionary duty hereunder or under the Intercreditor Agreement, or under the Collateral Documents (for purposes of this clause, the “Agreements”), unless otherwise expressly provided under the Agreements, the Collateral Agent and Trustee shall be entitled to rely upon the direction of a majority of the Securityholders. The Collateral Agent and Trustee shall not have any liability for taking any action at the direction of such majority, or for any failure or delay of any such parties to provide timely direction to the Collateral Agent or Trustee. Notwithstanding any other provision of the Agreements, (i) any such direction shall not conflict with any rule of law or with the Agreements and (ii) the Collateral Agent or Trustee shall not be required to take any action that it determines might involve it in liability (unless the Collateral Agent or Trustee has received satisfactory indemnity against such liability).

The Collateral. (a) The payment Subject to applicable law, except as otherwise expressly provided for herein, until the Senior Debt is paid and performed in full, Senior Creditor shall be entitled to deal with the Collateral in accordance with the terms of the principal Senior Creditor Documents as if the liens of and interest, and premium, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuer pursuant Subordinated Creditors did not exist. The rights of Subordinated Creditors with respect to the Notes or by any Secured Guarantor pursuant to its Guarantee and the payment of Collateral shall at all other First Lien Obligations of the Issuer and the Guarantors under this Indenture, the Notes, the Guarantees and the Collateral Documents relating times be subject to the Notes are secured by First Liens on the Collateral, subject to Permitted Liens, as provided in the Collateral Documents relating to the Notes which the Issuer and the Guarantors have entered into simultaneously with the execution terms of this Indenture, or in certain circumstances, subsequent to the Issue Date or the Merger Date, and will be secured as provided in the Collateral Document relating to the Notes hereafter delivered as required or permitted by this IndentureAgreement. (b) Each Holder Senior Creditor shall have no obligation whatsoever to Subordinated Creditors to assure that the Collateral is genuine or owned by Company or to preserve the rights or benefits of Notes, by its acceptance any person or entity. Senior Creditor shall not be under any obligation to Subordinated Creditors to ascertain or to inquire as to the observance or performance of any of the Notes and agreements contained in, or conditions of, the Guarantees of the Notes, will be deemed to have consented and agreed to the terms of each Collateral Document relating to the Notes, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms Senior Creditor Documents or the terms Subordinated Creditors Documents, or to inspect the properties, books or records of this Indenture, to have authorized and directed the Trustee and the Collateral Agent, as applicable, to enter into the Collateral Documents relating to the Notes to which it is a party, and to have authorized and empowered the Trustee and the Collateral Agent, as applicable, and (through the Intercreditor Agreement) the Directing Agent to bind the Holders Company or any of Notes and other holders of First Lien Obligations as set forth in the Collateral Documents to which they are a party and to perform its respective obligations and exercise its respective rights and powers thereunder. Notwithstanding the foregoing, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of this Indenture or the Notes. The foregoing will not limit the right of the Issuer to amend, waive or otherwise modify the Collateral Documents relating to the Notes in accordance with their termssubsidiaries. (c) The Trustee Senior Creditor shall not have any fiduciary relationship in respect of Subordinated Creditors. Subordinated Creditors shall not have a fiduciary relationship in respect of Senior Creditor. Senior Creditor makes no representations as to the value or condition of the Collateral or any part thereof, as to the title of Company to the Collateral, as to the security afforded by this Agreement or any other document relating to the Collateral or, as to the validity, execution, enforceability, legality or sufficiency of this Agreement or any other document relating to the Collateral, and Senior Creditor shall incur no liability or responsibility in respect of any such matters. Senior Creditor shall not be responsible for insuring the Collateral, for the payment of taxes, charges, assessments or liens upon the Collateral or otherwise as to the maintenance of the Collateral. Senior Creditor shall have no duty to Company or to the holders of any of the Subordinated Debt, as to any Collateral in its possession or control or in the possession or control of any agent or nominee of Senior Creditor or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto. (d) Upon the payment and performance in full of the Senior Debt, Senior Creditor shall deliver to Subordinated Creditors the Collateral held or received by it, together with any necessary endorsement and any other proceeds of Collateral held by it. Senior Creditor further agrees, upon payment and performance in full of the Senior Debt, to take all other action reasonably requested by Subordinated Creditors in connection with Subordinated Creditors obtaining a first priority perfected security interest in the Collateral or as a court of competent jurisdiction may otherwise direct. (e) Senior Creditor and Subordinated Creditors shall each Holderbe entitled to rely upon any certificate, notice, consent or other instrument in writing (including any facsimile transmission) believed by accepting such person to be genuine and correct and to have been signed or sent or made by or on behalf of a proper person and shall be entitled to advice of counsel concerning all matters pertaining to this Agreement. (f) Notwithstanding any provision to the Notes contrary elsewhere in this Agreement and the Guarantees of other documents relating to the NotesCollateral, acknowledges thatSenior Creditor shall not have any duties or responsibilities, as more fully except those expressly set forth in the Collateral Documents relating to the Notesthis Agreement, the Collateral as now and no implied covenants, functions or hereafter constituted responsibilities fiduciary or otherwise shall be held by read into this Agreement or otherwise exist against the Collateral Agent for the benefit of all the Holders, the Collateral Agent and the Trustee, and that the Lien granted by the Collateral Documents relating to the Notes in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Collateral Documents relating to the Notes and actions that may be taken thereunder. In the event of conflict between the Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the Intercreditor Agreement shall controlSenior Creditor.

The Collateral. (a) The Except as provided for in Section 4.18, the due and punctual payment of the principal of and interestof, and 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 otherwise, interest on the overdue principal of and whether by the Issuer pursuant interest (to the extent lawful), if any, on the Notes or by any Secured Guarantor pursuant to its Guarantee and the payment Note Guarantees and performance of all other First Lien Obligations of the Issuer and the Guarantors obligations under this Indenture, the Notes, the Note Guarantees and the Collateral Documents relating to the Notes are Security Documents, shall be secured by First Liens on the CollateralLiens, subject to Permitted Liens, as provided in the Collateral Security Documents relating to the Notes which the Issuer Company, the Company and the Guarantors Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture, on or in certain circumstances, subsequent prior to the Issue Date or the Merger Date, date hereof and will shall be secured as provided in the Collateral Document relating to the Notes by all Security Documents hereafter delivered as required or permitted by this IndentureIndenture and the Security Documents, including the Intercreditor Agreement. (b) The Company and the Guarantors hereby agree that the Security Agent shall hold and administer the Collateral in trust for the benefit of all the Holders and the Trustee, in each case pursuant to the terms of the Security Documents, including the Intercreditor Agreement, and the Security Agent and the Trustee are hereby authorized to execute and deliver the Security Documents, including the Intercreditor Agreement and any other agreements, deeds or other documents in relation thereto, on behalf of all the Holders. (c) Each Holder of NotesHolder, by its acceptance of the any Notes and the Guarantees of Note Guarantees, and the NotesTrustee, will be deemed by entering into this Indenture, consents and agrees to have consented and agreed to accepts the terms of each Collateral Document relating to the NotesSecurity Documents, including the Intercreditor Agreement, as originally the same may be in effect and or as amended, supplemented or replaced may be amended from time to time in accordance with its their terms or and irrevocably authorizes and directs the terms of this IndentureSecurity Agent to: (1) perform the duties and exercise the rights, power and discretion that are specifically given to have authorized and directed it under the Trustee and the Collateral AgentSecurity Documents, as applicable, to enter into the Collateral Documents relating to the Notes to which it is a party, and to have authorized and empowered the Trustee and the Collateral Agent, as applicable, and (through including the Intercreditor Agreement, together with any other incidental rights, power and discretions; and (2) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations as set forth in the Collateral Documents to which they are a party and to perform its respective obligations and exercise its respective rights and powers thereunder. Notwithstanding the foregoingexecute each Security Document, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole modification, amendment, renewal or in part, of replacement or any provision of this Indenture or other document expressed to be executed by the Notes. The foregoing will not limit the right of the Issuer to amend, waive or otherwise modify the Collateral Documents relating to the Notes in accordance with their termsSecurity Agent on its behalf. (cd) The Trustee and each Holder, by accepting the Notes and the Guarantees of the NotesNote Guarantees, acknowledges that, as more fully set forth in the Collateral Documents relating to Security Documents, including the NotesIntercreditor Agreement, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of all the Holders, the Collateral Agent Holders and the Trustee, and that the Lien granted by of this Indenture and the Collateral Security Documents relating to the Notes in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Collateral Documents relating to Security Documents, including the Notes Intercreditor Agreement, and actions that may be taken thereunder. In . (e) Subject to the event terms of conflict between this Indenture and the Intercreditor AgreementSecurity Documents, any the Company and the Guarantors shall have the right to remain in possession and retain exclusive control of the other Collateral Documents securing the Notes, to freely operate the Collateral and this Indentureto collect, the Intercreditor Agreement shall controlinvest and dispose of any income therefrom.

The Collateral. (a) The due and punctual payment of the principal of and interestof, and premium, if any, and interest on the Notes Securities and the 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 otherwise, interest on the overdue principal of and whether by the Issuer pursuant interest (to the Notes or extent permitted by any Secured Guarantor pursuant to its Guarantee law), if any, on the Securities and the payment Guaranties thereof and performance of all other First Lien Obligations of the Issuer and the Guarantors obligations under this Indenture, the Notes, the Guarantees and the Collateral Documents relating to Securities and the Notes are Guaranties thereof and the Security Documents, shall be secured by First first-priority Liens on the Collateral, and security interests subject to Permitted Liens, as provided in this Indenture and the Collateral Security Documents relating to the Notes which the Issuer Issuers and the Guarantors Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture, or in certain circumstances, subsequent to the Issue Date or the Merger Date, Indenture and will be secured as provided in the Collateral Document relating to the Notes by all Security Documents hereafter delivered as required or permitted by this Indenture and the Security Documents. The 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, the Trustee and the Collateral Agent, in each case pursuant to the terms of the Security Documents, and the Collateral Agent and the Trustee are hereby authorized to execute and deliver the relevant Security Documents. Simultaneously with the execution of this Indenture, the Issuers will deliver to the Collateral Agent a Perfection Certificate. (b) Each Holder of NotesHolder, by its acceptance of the Notes any Securities and the Guarantees of the NotesGuaranties thereof, will be deemed to have consented consents and agreed agrees to the terms of each Collateral Document relating to the NotesSecurity Documents (including, without limitation, the provisions providing for foreclosure) as originally the same may be in effect and as amended, supplemented or replaced may be amended from time to time in accordance with its their terms or the terms of this Indenture, to have authorized and directed the Trustee authorizes and directs the Collateral AgentAgent and/or the Trustee, as applicablethe case may be, to enter into the Collateral Security Documents (including landlord consents, letter agreements with counterparties to service agreements relating to the Notes Obligors’ servers, Account Control Agreements and letter agreements with counter parties to which it is a party, and to have authorized and empowered the Trustee and the Collateral Agent, as applicable, and (through the Intercreditor AgreementObligors’ credit card processing agreements) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations as set forth in the Collateral Documents to which they are a party and to perform its respective obligations and exercise its respective rights and powers thereunder. Notwithstanding under the foregoing, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of this Indenture or the Notes. The foregoing will not limit the right of the Issuer to amend, waive or otherwise modify the Collateral Security Documents relating to the Notes in accordance with their termstherewith. (c) The Trustee and each Each Holder, by accepting the Notes Securities and the Guarantees of the NotesGuaranties thereof, acknowledges that, as more fully set forth in the Collateral Documents relating to the NotesSecurity Documents, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of all the Holders, the Trustee and the Collateral Agent and as provided in the Trusteerelevant Security Documents, and that the Lien granted by of this Indenture and the Collateral Security Documents relating to the Notes in respect of the Trustee Trustee, the Collateral Agent and the Holders is subject to and qualified and limited in all respects by the Collateral Security Documents relating to the Notes and actions that may be taken thereunder. In the event of conflict between the Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the Intercreditor Agreement shall control.

The Collateral. As security for the payment and performance of the Obligations, the Borrower assigns, pledges and grants to Lender, and covenants and agrees that Lender shall have a perfected and continuing security interest in all of the personal property of the Borrower, all whether now owned or existing or hereafter acquired or created and wherever situated and including, without limitation, the following (the “Collateral”): (a) The payment of the principal of and interest, and premium, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuer pursuant to the Notes or by any Secured Guarantor pursuant to its Guarantee and the payment of all other First Lien Obligations of the Issuer and the Guarantors under this Indenture, the Notes, the Guarantees and the Collateral Documents relating to the Notes are secured by First Liens on the Collateral, subject to Permitted Liens, as provided in the Collateral Documents relating to the Notes which the Issuer and the Guarantors have entered into simultaneously with the execution of this Indenture, or in certain circumstances, subsequent to the Issue Date or the Merger Date, and will be secured as provided in the Collateral Document relating to the Notes hereafter delivered as required or permitted by this Indenture.All Accounts; (b) Each Holder of Notes, by its acceptance of the Notes and the Guarantees of the Notes, will be deemed to have consented and agreed to the terms of each Collateral Document relating to the Notes, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, to have authorized and directed the Trustee and the Collateral Agent, as applicable, to enter into the Collateral Documents relating to the Notes to which it is a party, and to have authorized and empowered the Trustee and the Collateral Agent, as applicable, and (through the Intercreditor Agreement) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations as set forth in the Collateral Documents to which they are a party and to perform its respective obligations and exercise its respective rights and powers thereunder. Notwithstanding the foregoing, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of this Indenture or the Notes. The foregoing will not limit the right of the Issuer to amend, waive or otherwise modify the Collateral Documents relating to the Notes in accordance with their terms.All Inventory; (c) The Trustee and each HolderAll Equipment; (d) All General Intangibles, by accepting including, without limitation, all Intellectual Property; (e) All Investment Property; (f) All Deposit Accounts into which the Notes and the Guarantees proceeds of the Notes, acknowledges that, as more fully set forth in the Collateral Documents relating to the Notes, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of all the Holders, the Collateral Agent and the Trustee, and that the Lien granted by the Collateral Documents relating to the Notes in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Collateral Documents relating to the Notes and actions that may be taken thereunder. In the event of conflict between the Intercreditor Agreement, any of the other Collateral Documents is or may be deposited; (g) All notes, notes receivable, drafts, deposit accounts, securities, acceptances, money, instruments and documents; AND WITH RESPECT TO EACH AND ALL OF THE FOREGOING, all proceeds of the Collateral, and all insurance policies and insurance proceeds related to any and all of the foregoing and all cash proceeds and non-cash proceeds thereof, and all books and records in whatever media (paper, electronic or otherwise) recorded or stored, with respect to any or all of the foregoing and all equipment, hardware and general intangibles necessary or beneficial desirable to retain, access and/or process the information contained in those books and records, and all proceeds (cash and non-cash) of the foregoing. Notwithstanding any of the foregoing to the contrary, Lender hereby acknowledges and agrees that the Collateral does not and shall not include any of the Borrower’s avoidance actions under Chapter 5 of the Bankruptcy Code, nor any proceeds of any prepetition litigation claims by the Borrower against third parties. The Borrower further agrees that the Lender shall have in respect thereof all of the rights and remedies of a secured party under the Uniform Commercial Code as well as those provided in this IndentureAgreement. Notwithstanding the fact that the proceeds of the Collateral constitute a part of the Collateral, the Intercreditor Agreement shall controlBorrower may not dispose of the Collateral, or any part thereof.

The Collateral. (a) The due and punctual payment of the principal of and interestof, and premium, if any, and 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 otherwise, interest on the overdue principal of and whether by the Issuer pursuant interest (to the Notes or extent permitted by any Secured Guarantor pursuant to its Guarantee law), if any, on the Securities and the payment Guarantees thereof and performance of all other First Lien Obligations of the Issuer and the Guarantors obligations under this Indenture, the Notesincluding, without limitation, the obligations of the Company set forth in Section 7.7 and Section 8.5 herein, and the Securities and the Guarantees thereof and the Collateral Documents relating to the Notes are Documents, shall be secured by First first-priority Liens on the Collateral, and security interests subject to Permitted Liens, Liens as provided in the Collateral Documents relating to the Notes which the Issuer Company and the Guarantors Subsidiary Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture, or in certain circumstances, subsequent to the Issue Date or the Merger Date, Indenture and will be secured as provided in the by all Collateral Document relating to the Notes Documents hereafter delivered as required or permitted by this IndentureIndenture and the Collateral Documents. The Company and the Subsidiary Guarantors hereby agree that the 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 Collateral Documents and the Trustee is hereby authorized to execute and deliver the Collateral Documents. (b) Each Holder of NotesHolder, by its acceptance of the Notes any Securities and the Guarantees of the Notesthereof, will be deemed to have consented consents and agreed agrees to the terms of each the Collateral Document relating to Documents (including, without limitation, the Notes, provisions providing for foreclosure) as originally the same may be in effect and as amended, supplemented or replaced may be amended from time to time in accordance with its their terms or the terms of this Indenture, to have authorized and directed authorizes and directs the Trustee and the Collateral Agent, as applicable, to enter into the Collateral Documents relating to the Notes to which it is a party, and to have authorized and empowered the Trustee and the Collateral Agent, as applicable, and (through the Intercreditor Agreement) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations as set forth in the Collateral Documents to which they are a party and to perform its respective obligations and exercise its respective rights and powers thereunder. Notwithstanding the foregoing, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of this Indenture or the Notes. The foregoing will not limit the right of the Issuer to amend, waive or otherwise modify under the Collateral Documents relating to the Notes in accordance with their termstherewith. (c) The Trustee and each Holder, by accepting the Notes Securities and the Guarantees of the Notesthereof, acknowledges that, as more fully set forth in the Collateral Documents relating to the NotesDocuments, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of all the Holders, the Collateral Agent Holders and the Trustee, and that the Lien granted by of this Indenture and the Collateral Documents relating to the Notes in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Collateral Documents relating to the Notes and actions that may be taken thereunder. In the event of conflict between the Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the Intercreditor Agreement shall control.

The Collateral. (a) The due and punctual payment of the principal of and interestof, and 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 otherwise, interest on the overdue principal of and whether by the Issuer pursuant interest (to the Notes or by any Secured Guarantor pursuant to its Guarantee extent lawful), if any, on the Securities and the payment Subsidiary Guarantees thereof and performance of all other First Lien Obligations of the Issuer and the Guarantors obligations under this Indenture, the Notesincluding, without limitation, the obligations of the Company set forth in Section 7.6 and Section 8.6 herein, and the Securities and the Subsidiary Guarantees thereof and the Collateral Documents relating to the Notes are Documents, shall be secured by First (i) first-priority Liens on the Collateraland security interests and (ii) second-priority Liens and security interests, in each case subject to Permitted Liens, as provided in the Collateral Documents relating to the Notes which the Issuer Company and the Guarantors Subsidiary Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture, or in certain circumstances, subsequent to the Issue Date or the Merger Date, Indenture and will shall be secured as provided in the by all Collateral Document relating to the Notes Documents hereafter delivered as required or permitted by this Indenture, the Collateral Documents and the Intercreditor Agreement. (b) 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 and the Trustee, in each case pursuant to the terms of the Collateral Documents and the Intercreditor Agreement and the Collateral Agent is hereby authorized to execute and deliver the Collateral Documents and the Intercreditor Agreement. (c) Each Holder of NotesHolder, by its acceptance of the Notes any Securities and the Subsidiary Guarantees of the Notesthereof, will be deemed to have consented consents and agreed agrees to the terms of each the Collateral Document relating to Documents and the NotesIntercreditor Agreement (including, without limitation, the provisions providing for foreclosure) as originally the same may be in effect and or as amended, supplemented or replaced may be amended from time to time in accordance with its their terms or the terms of this Indenture, to have authorized and directed the Trustee authorizes and directs the Collateral Agent, as applicable, to enter into the Collateral Documents relating to the Notes to which it is a party, and to have authorized and empowered the Trustee and the Collateral Agent, as applicable, and (through the Intercreditor Agreement) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations as set forth in the Collateral Documents to which they are a party and to perform its respective obligations and exercise its respective rights and powers thereunder. Notwithstanding the foregoing, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of this Indenture or the Notes. The foregoing will not limit the right of the Issuer to amend, waive or otherwise modify under the Collateral Documents relating to and the Notes Intercreditor Agreement in accordance with their termstherewith. (cd) The Trustee and each Holder, by accepting the Notes Securities and the Subsidiary Guarantees of the Notesthereof, acknowledges that, as more fully set forth in the Collateral Documents relating to and the NotesIntercreditor Agreement, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of all the Holders, the Collateral Agent Holders and the Trustee, and that the Lien granted by of this Indenture and the Collateral Documents relating to the Notes in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Collateral Documents relating to and the Notes Intercreditor Agreement and actions that may be taken thereunder. In the event of conflict between the Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the Intercreditor Agreement shall control.

The Collateral. (a) The Issuers and the Guarantors hereby appoint Wilmington Trust, National Association to act as Notes Collateral Agent, and each Holder, by its acceptance of any Notes and the 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 ministerial and 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 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 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. From and after the Issue Date, the due and punctual payment of the principal of and interestof, and 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 otherwise, interest on the overdue principal of and whether by the Issuer pursuant interest (to the extent permitted by law), if any, on the Notes or by any Secured Guarantor pursuant to its Guarantee and the payment Guarantees thereof and performance of all other First Lien Obligations of the Issuer and the Guarantors obligations under this Indenture, the Notesincluding, without limitation, the Guarantees obligations of the Issuers set forth in Section 7.6 and Section 8.5 herein, and the Collateral Documents relating to Notes and the Notes are Guarantees thereof and the Security Documents, shall be secured by First (i) first-priority Liens and security interests on the Collateral, Pari Passu 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 Collateral Documents relating to the Notes Security Documents, which the Issuer Issuers and the Guarantors have entered Guarantors, as the case may be, will enter into simultaneously with the execution of this Indenture, or in certain circumstances, subsequent to on the Issue Date or the Merger Date, and at such time, will be secured as provided in the Collateral Document relating pursuant to the Notes 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 ABL Credit Facility, Pari Passu Notes Lien Indebtedness (including the Term Loan Obligations) and Pari Passu ABL Lien Indebtedness as provided in the Intercreditor Agreements and any Junior Lien Indebtedness as provided under the Junior Lien Intercreditor Agreement, if any. The Issuers and the Guarantors hereby agree that the Notes Collateral Agent shall hold the Collateral on behalf of and for the benefit of all of the Holders, the Trustee and the Notes Collateral Agent, in each case pursuant to the terms of the Security Documents, and the Notes Collateral Agent and the Trustee are hereby directed and authorized by the Holders to execute and deliver the Intercreditor Agreements and the other Security Documents, as applicable. (b) Each Holder of NotesHolder, by its acceptance of the any Notes and the Guarantees of the Notesthereof, will be deemed to have consented irrevocably consents and agreed agrees to the terms of each Collateral Document relating to the NotesSecurity Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as originally the same may be in effect and as amended, supplemented or replaced may be amended from time to time in accordance with their 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 Agreements and the Junior Lien Intercreditor Agreement, if any), whether executed on or after the Issue Date, and perform its terms obligations and exercise its rights, powers and discretions under the Security Documents in accordance therewith (expressly including appearing before Spanish notaries to grant or execute any Spanish Public Document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the terms mandate received (including, but not limited to, amendments or ratifications of this Indenture, to have authorized and directed the Trustee Guarantees or any other document related thereto, all the above with express faculties of self-contracting (subcontratación), sub-empowering (subdelegación) or multiple representation (multirepresentación)), (ii) make the representations of the Holders set forth in the Security Documents (including, without limitation, the Intercreditor Agreements and the Collateral AgentJunior Lien Intercreditor Agreement, as applicable, to enter into the Collateral Documents relating to the Notes to which it is a party, and to have authorized and empowered the Trustee and the Collateral Agent, as applicableif any), and (through the Intercreditor Agreementiii) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations on the terms as set forth in the Collateral Security Documents to which they are a party (including, without limitation, the Intercreditor Agreements and to perform its respective obligations and exercise its respective rights and powers thereunder. Notwithstanding the foregoingJunior Lien Intercreditor Agreement, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of this Indenture or the Notes. The foregoing will not limit the right of the Issuer to amend, waive or otherwise modify the Collateral Documents relating to the Notes in accordance with their termsif any). (c) The Trustee Trustee, the Notes Collateral Agent and each Holder, by accepting the Notes and the Guarantees of the Notes, thereof acknowledges that, as more fully set forth in the Collateral Documents relating to the NotesSecurity Documents, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of all the Holders, the Notes Collateral Agent and the Trustee, and that the Lien granted by of this Indenture and the Collateral Security Documents relating to the Notes 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 Collateral Security Documents relating to the Notes and actions that may be taken thereunder. (d) For the purposes of any grant of any Lien under the laws of the Province of Québec, Canada, which may now or in the future be required to be provided by any Issuer and Guarantor, Wilmington Trust, National Association, as Notes Collateral Agent, is hereby irrevocably authorized and appointed by each of the Issuers and Guarantors hereto to act as hypothecary representative (within the meaning of Article 2692 of the Civil Code of Québec) for all present and future Secured Parties (in such capacity, the “Hypothecary Representative”) in order to hold any hypothec granted under the laws of the Province of Québec, Canada and to exercise such rights and duties as are conferred upon the Hypothecary Representative under the relevant deed of hypothec and applicable laws (with the power to delegate any such rights or duties). Each of the Holders, the Trustee and the Notes Collateral Agent, by its respective acceptance of the Notes and the Guarantees thereof, irrevocably confirms, consents and agrees to such appointment. The execution prior to the date hereof by the Notes Collateral Agent in its capacity as the Hypothecary Representative of any deed of hypothec or other Security Documents made pursuant to the laws of the Province of Québec, Canada is hereby ratified and confirmed. Any Person who becomes a Secured Party or successor Notes Collateral Agent shall be deemed to have consented to and ratified the foregoing appointment of the Notes Collateral Agent as the Hypothecary Representative on behalf of all Secured Parties, including such Person and any Affiliate of such Person designated above as a Secured Party. For greater certainty, the Notes Collateral Agent, acting as the Hypothecary Representative, shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favor of the Notes Collateral Agent in this Indenture, which shall apply mutatis mutandis. In the event of conflict between the Intercreditor Agreement, any resignation of the other Notes Collateral Documents Agent (which shall include its resignation as the Hypothecary Representative) and this Indentureappointment of a successor Notes Collateral Agent, such successor Notes Collateral Agent shall also act as the Hypothecary Representative, as contemplated above. (e) To the extent any such Lien or security interest is not perfected by the Issue Date, the Intercreditor Agreement shall controlIssuers and the applicable Guarantors will use their commercially reasonable efforts to perform all acts and things that may be required, including obtaining any required consents from third parties, to have all Liens and security interests in the Collateral duly created and enforceable and perfected, to the extent required by this Indenture and the Security Documents.

The Collateral. (a) The Except as provided for in Section 4.18, the due and punctual payment of the principal of and interestof, and 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 otherwise, interest on the overdue principal of and whether by the Issuer pursuant interest (to the extent lawful), if any, on the Notes or by any Secured Guarantor pursuant to its Guarantee and the payment Note Guarantees thereof and performance of all other First Lien Obligations of the Issuer and the Guarantors obligations under this Indenture, the Notes, the Note Guarantees and the Collateral Documents relating to the Notes are Security Documents, shall be secured by First Liens on the CollateralLiens, subject to Permitted Liens, as provided in the Collateral Security Documents relating to which the Notes which Company, the Issuer and the Guarantors Guarantors, as the case may be, have entered into simultaneously with on or about the execution of this Indenture, or in certain circumstances, subsequent to the Issue Date or the Merger Date, date hereof and will shall be secured as provided in the Collateral Document relating to the Notes by all Security Documents hereafter delivered as required or permitted by this Indenture, the Security Documents and the Intercreditor Agreement. (b) The Company and the Guarantors hereby agree that the Security Agent shall hold and administer the Collateral in trust for the benefit of all the Holders and the Trustee, in each case pursuant to the terms of the Security Documents and the Intercreditor Agreement and the Security Agent and the Trustee are is hereby authorized to execute and deliver the Security Documents and the Intercreditor Agreement (including any other agreements, deeds or other documents in relation thereto) on behalf of all the Holders. (c) Each Holder of NotesHolder, by its acceptance of the any Notes and the Note Guarantees of thereof, and the NotesTrustee, will be deemed by entering into this Indenture, consent and agree to have consented and agreed to accept the terms of each Collateral Document relating to the Notes, Security Documents and the Intercreditor Agreement as originally the same may be in effect and or as amended, supplemented or replaced may be amended from time to time in accordance with its their terms or and irrevocably authorize and direct the terms of this IndentureSecurity Agent to: (A) perform the duties and exercise the rights, power and discretion that are specifically given to have authorized it under the Security Documents and directed the Trustee and the Collateral Agent, as applicable, to enter into the Collateral Documents relating to the Notes to which it is a party, and to have authorized and empowered the Trustee and the Collateral Agent, as applicable, and (through the Intercreditor Agreement, together with any other incidental rights, power and discretions; and (B) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations as set forth in the Collateral Documents to which they are a party and to perform its respective obligations and exercise its respective rights and powers thereunder. Notwithstanding the foregoingexecute each Security Document, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole modification, amendment, renewal or in part, of replacement or any provision of this Indenture or other document expressed to be executed by the Notes. The foregoing will not limit the right of the Issuer to amend, waive or otherwise modify the Collateral Documents relating to the Notes in accordance with Security Agent on their termsbehalf. (cd) The Trustee and each Holder, by accepting the Notes and the Note Guarantees of the Notesthereof, acknowledges acknowledge that, as more fully set forth in the Collateral Security Documents relating to and the NotesIntercreditor Agreement, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of all the Holders, the Collateral Agent Holders and the Trustee, and that the Lien granted by of this Indenture and the Collateral Security Documents relating to the Notes in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Collateral Security Documents relating to and the Notes Intercreditor Agreement and actions that may be taken thereunder. In . (e) Subject to the event terms of conflict between this Indenture and the Intercreditor AgreementSecurity Documents, any the Issuer and the Guarantors shall have the right to remain in possession and retain exclusive control of the other Collateral Documents securing the Notes, to freely operate the Collateral and this Indentureto collect, the Intercreditor Agreement shall controlinvest and dispose of any income therefrom.

The Collateral. (a) The due and punctual payment of the principal of and interestof, and 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 otherwise, interest on the overdue principal of and whether by the Issuer pursuant interest (to the extent lawful), if any, on the Notes or by any Secured Guarantor pursuant to its Guarantee and the payment Subsidiary Guarantees thereof and performance of all other First Lien Obligations of the Issuer and the Guarantors obligations under this Indenture, the Notesincluding, without limitation, the obligations of the Company set forth in Section 7.07 and Section 8.06 herein, and the Notes and the Subsidiary Guarantees thereof and the Collateral Documents relating to the Notes are Documents, shall be secured by First Liens on the Collateral, subject to Permitted Liens, as provided in the Collateral Documents relating to the Notes which the Issuer Company and the Subsidiary Guarantors party thereto have entered into simultaneously with the execution of this Indenture, or in certain circumstances, subsequent to the Issue Date or the Merger Date, Indenture and will shall be secured as provided in the all additional Collateral Document relating Documents hereafter delivered, from time to the Notes hereafter delivered time, as required or permitted by this Indenture. (b) The Company and the Subsidiary Guarantors hereby agree that the Collateral Agent shall hold the Collateral for the benefit of the Notes Secured Parties, in each case pursuant to the terms of the Collateral Documents and the Intercreditor Agreement, and each of the Collateral Agent and the Trustee is hereby authorized to execute and deliver each of the Collateral Documents and the Intercreditor Agreement, as applicable. (c) Regions Bank is hereby designated and appointed as the initial Collateral Agent for the Holders under the Collateral Documents. Each Holder of NotesHolder, by its acceptance of the any Notes and the Subsidiary Guarantees of the Notesthereof, will be deemed to have consented consents and agreed agrees to the terms of each the Collateral Document relating to Documents (including, without limitation, the Notesprovisions providing for foreclosure and exercise of remedies) and the Intercreditor Agreement, as originally the same may be in effect and or as amended, supplemented or replaced may be amended from time to time in accordance with its terms or the terms of this Indenture, to have authorized and directed the Trustee and the Collateral Agent, as applicable, to enter into the Collateral Documents relating to the Notes to which it is a partytheir respective terms, and to have authorized authorizes and empowered the Trustee and the Collateral Agent, as applicable, and (through the Intercreditor Agreement) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations as set forth in the Collateral Documents to which they are a party and to perform its respective obligations and exercise its respective rights and powers thereunder. Notwithstanding the foregoing, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of this Indenture or the Notes. The foregoing will not limit the right of the Issuer to amend, waive or otherwise modify the Collateral Documents relating to the Notes in accordance with their terms. (c) The Trustee and each Holder, by accepting the Notes and the Guarantees of the Notes, acknowledges that, as more fully set forth in the Collateral Documents relating to the Notes, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of all the Holders, directs the Collateral Agent and the Trustee, as applicable, to execute and that the Lien granted by deliver each of the Collateral Documents relating to the Notes in respect of the Trustee and the Holders is subject Intercreditor Agreement and all other instruments relating thereto and to perform its obligations and qualified exercise its rights and limited in all respects by the Collateral Documents relating to the Notes and actions that may be taken thereunder. In the event of conflict between the Intercreditor Agreement, any of the other Collateral Documents and powers under this Indenture, the Collateral Documents and the Intercreditor Agreement shall controlin accordance herewith and therewith together with such other obligations and rights as are reasonably incidental hereto and thereto.