Common use of Additional Secured Debt Clause in Contracts

Additional Secured Debt. (a) The Collateral Trustee will, as collateral trustee hereunder, perform its undertakings set forth in Section 3.1(a) with respect to any First Lien Obligations constituting a Series of First Lien Debt that is issued or incurred after the date hereof or any First-Out Obligations constituting Additional Collateral Bonds and/or related obligations under First-Out Documents, as applicable, provided after the date hereof; provided that: (i) such First Lien Obligations are identified as First Lien Debt or such First-Out Obligations are identified as an Additional Collateral Bond and/or related obligations under First-Out Documents in accordance with the procedures set forth in Section 3.8(b); and (ii) unless such debt or bond is issued under an existing Priority Lien Document for any Series of First Lien Debt whose First Lien Representative is already party to this Agreement or under an existing Collateral Bond with respect to which the First-Out Representative is already a party to this Agreement, the designated Priority, the designated First Lien Representative identified pursuant to Section 3.8(b) signs a Collateral Trust Joinder and promptly delivers the same to the Collateral Trustee. (b) The Company will be permitted to designate as an additional holder of First Lien Debt or First-Out Obligations hereunder each Person who is, or who becomes, the registered holder of First Lien Debt or First-Out Obligations, as applicable, incurred by the Company or any other Grantor after the date of this Agreement in accordance with the terms of all applicable Priority Lien Documents. The Company may only effect such designation by delivering to the Collateral Trustee an Additional Secured Debt Designation that: (i) states that the Company or other applicable Grantor intends to incur additional First Lien Debt (“Additional First Lien Debt”) or an Additional Collateral Bond and/or related obligations under First-Out Documents (any Additional First Lien Debt or Additional Collateral Bond and/or related obligations under First-Out Documents, “Additional Secured Debt”) that is not prohibited by each applicable Priority Lien Document to be incurred and to be secured with a Priority Lien equally and ratably with all previously existing and future Priority Lien Debt, but subject to the prior payment rights of the holders of all First-Out Obligations and certain other Priority Lien Obligations as set forth in Section 3.4(a); (ii) specifies the name, address and contact information of the Priority Lien Representative for such series of Additional Secured Debt for purposes of Section 7.6; (iii) states that the Company or applicable Grantor has duly authorized, executed (if applicable) and recorded (or caused to be recorded), or agreed to record (or agreed to cause to be recorded), in each appropriate governmental office all relevant filings and recordations deemed necessary by Company or the Grantors and the holder of such Additional Secured Debt, or its Priority Lien Representative, to ensure that the Additional Secured Debt will be secured by the Collateral in accordance with the Priority Lien Security Documents, in each case to the extent and as required by the Priority Lien Security Documents; and (iv) states that the Company has caused a copy of the Additional Secured Debt Designation and the related Collateral Trust Joinder to be delivered to each then existing Priority Lien Representative and that, as applicable, such Additional First Lien Debt shall constitute First Lien Debt for the purposes of this Agreement or such Additional Collateral Bond and/or related obligations under First-Out Documents shall constitute First-Out Obligations for the purposes of this Agreement. Although the Company shall be required to deliver a copy of each Additional Secured Debt Designation and each Collateral Trust Joinder to each then existing Priority Lien Representative, the failure to so deliver a copy of the Additional Secured Debt Designation and/or Collateral Trust Joinder to any then existing Priority Lien Representative shall not affect the status of such debt as Additional Secured Debt, if the other requirements of this Section 3.8 are complied with. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow Company or any other Grantor to incur additional secured Indebtedness unless permitted by the terms of all applicable Priority Lien Documents. Liens upon the Collateral to secure Additional Secured Debt, shall be created pursuant to the Security Documents that create Liens upon the Collateral to secure the other Priority Lien Obligations; provided that, to the extent required by applicable law, such Liens upon the Collateral to secure Additional Secured Debt may be created pursuant to separate Security Documents, which shall be in substantially the same form as the applicable Security Documents creating the Liens upon the Collateral to secure the other Priority Lien Obligations. Except in respect of Mined Land Under Permit and Other Credit Support, Additional Secured Debt shall not be secured by Liens upon any property of the Grantors unless the other Priority Lien Obligations are also secured by Liens on such property. Additional Secured Debt may be guaranteed by all of the applicable Guarantors, but shall not be guaranteed by any Person that is not a Guarantor. (c) With respect to any Priority Lien Obligations constituting Additional Secured Debt that is issued or incurred after the date hereof, the Company and each of the other Grantors agrees to take such actions (if any) as necessary and as may from time to time reasonably be requested by the Collateral Trustee, any Priority Lien Representative or any Controlling Priority Lien Representative, and enter into such technical amendments, modifications and/or supplements to the then existing Guarantees and Security Documents (or execute and deliver such additional Security Documents) as necessary and as may from time to time be reasonably requested by such Persons (including as contemplated by clause (d) below), to ensure that the Additional Secured Debt, as applicable, is secured by, and entitled to the benefits of, the Security Documents, and each Priority Lien Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Collateral Trustee to enter into, any such technical amendments, modifications and/or supplements (and additional Security Documents). The Company and each other Grantor hereby further agrees that, if there are any recording, filing or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.8(c), all such amounts shall be paid by, and shall be for the account of, the Company and the respective other Grantors, on a joint and several basis. (d) The Company shall have the right, at any time on or after the occurrence of the Discharge of First-Out Obligations, to enter into any First-Out Document evidencing replacement First-Out Obligations so long as the incurrence thereof is not prohibited by any Priority Lien Documents, and to designate such obligations as First-Out Obligations in accordance with Section 3.8(b). At any time from and after the date of such designation pursuant to Section 3.8(b), subject to compliance with Sections 3.8(c), the obligations under such First-Out Document shall automatically and without further action be treated as First-Out Obligations for all purposes of this Agreement.

Additional Secured Debt. (a) The Collateral Trustee will, as collateral trustee hereunder, perform its undertakings set forth in Section 3.1(a) with respect to any First Lien Obligations constituting a Series of First Lien Debt that is issued or incurred after the date hereof or any First-Out Obligations constituting Additional Collateral Bonds and/or related obligations under First-Out Documents, as applicable, provided after the date hereof; provided that: (i) such First Lien Obligations are identified as First Lien Debt or such First-Out Obligations are identified as an Additional Collateral Bond and/or related obligations under First-Out Documents in accordance with the procedures set forth in Section 3.8(b); and (ii) unless such debt or bond is issued under an existing Priority Lien Document for any Series of First Lien Debt whose First Lien Representative is already party to this Agreement or under an existing Collateral Bond with respect to which the First-Out Representative is already a party to this Agreement, the designated Priority, the designated First Lien Representative identified pursuant to Section 3.8(b) signs a Collateral Trust Joinder and promptly delivers the same to the Collateral Trustee. (b) The Company will be permitted to designate as an additional holder of First Lien Debt Obligations or First-Out Obligations Subordinated Lien Obligations, as applicable, hereunder each Person who is, or who becomes, the registered holder of First Lien Debt or First-Out Obligationsthe holder of Subordinated Lien Debt, as applicable, incurred by the Company or any such other Grantor after the date of this Agreement in accordance with the terms respective definitions of all applicable Priority First Lien DocumentsDebt or Subordinated Lien Debt, as the case may be, contained herein as additional First Lien Debt or Subordinated Lien Debt hereunder, respectively. The Company may only effect such designation by delivering to the First Lien Collateral Agent and the Subordinated Collateral Trustee an Additional Secured Debt Designation thateach of the following: (i) states that an Officer’s Certificate describing in reasonable detail the Company or other applicable Grantor intends to incur additional First Lien Debt (“Additional First Lien Debt”) or an Additional Collateral Bond and/or related obligations under First-Out Documents (any Additional respective First Lien Debt or Additional Collateral Bond and/or related obligations under First-Out Documents, Subordinated Lien Debt (“Additional Secured Debt”) and stating that is not prohibited the Company or such other Grantor has incurred or intends to incur such obligations as additional Secured Debt which will either be (i) First Lien Debt permitted by each applicable Priority Lien Secured Debt Document to be incurred and secured by a First Lien or (ii) Subordinated Lien Debt permitted by each applicable Secured Debt Document to be secured with a Priority Lien equally and ratably with all previously existing and future Priority Lien Debtsecond or third priority lien, but subject to the prior payment rights of the holders of all First-Out Obligations and certain other Priority Lien Obligations as set forth in Section 3.4(a);applicable; and (ii) specifies a written notice specifying the name, name and address and contact information of the Priority Lien Representative for such series of Additional Secured First Lien Debt or Subordinated Lien Debt, as applicable, for purposes of Section 7.6; (iii) states that the Company or applicable Grantor has duly authorized, executed (if applicable) and recorded (or caused to be recorded), or agreed to record (or agreed to cause to be recorded), in each appropriate governmental office all relevant filings and recordations deemed necessary by Company or the Grantors and the holder of such Additional Secured Debt, or its Priority Lien Representative, to ensure that the Additional Secured Debt will be secured by the Collateral in accordance with the Priority Lien Security Documents, in each case to the extent and as required by the Priority Lien Security Documents; and (iv) states that the Company has caused a copy of the Additional Secured Debt Designation and the related Collateral Trust Joinder to be delivered to each then existing Priority Lien Representative and that, as applicable, such Additional First Lien Debt shall constitute First Lien Debt for the purposes of this Agreement or such Additional Collateral Bond and/or related obligations under First-Out Documents shall constitute First-Out Obligations for the purposes of this Agreement. Although the Company shall be required to deliver a copy of each Additional Secured Debt Designation and each Collateral Trust Joinder to each then existing Priority Lien Representative, the failure to so deliver a copy of the Additional Secured Debt Designation and/or Collateral Trust Joinder to any then existing Priority Lien Representative shall not affect the status of such debt as Additional Secured Debt, if the other requirements of this Section 3.8 are complied with8.8. Notwithstanding the foregoing, but in no way limiting Section 2.3, nothing in this Agreement will be construed to allow the Company or any other Grantor to incur additional secured Indebtedness or grant additional Liens unless in each case otherwise permitted by the terms of all applicable Priority Lien Documents. Liens upon the Collateral to secure Additional Secured Debt, shall be created pursuant to the Security Documents that create Liens upon the Collateral to secure the other Priority Lien Obligations; provided that, to the extent required by applicable law, such Liens upon the Collateral to secure Additional Secured Debt may be created pursuant to separate Security Documents, which shall be in substantially the same form as the applicable Security Documents creating the Liens upon the Collateral to secure the other Priority Lien Obligations. Except in respect of Mined Land Under Permit and Other Credit Support, Additional Secured Debt shall not be secured by Liens upon any property of the Grantors unless the other Priority Lien Obligations are also secured by Liens on such property. Additional Secured Debt may be guaranteed by all of the applicable Guarantors, but shall not be guaranteed by any Person that is not a Guarantor. (cb) With respect to any Priority First Lien Obligations constituting Additional Secured Debt that is issued or Subordinated Lien Debt incurred after the date hereofof this Agreement, the Company and each of the other Grantors parties hereto agrees to take such actions (if any) (including, without limitation, any acknowledgements by the Company or any of the other Guarantors of guarantees or security that are applicable to First Lien Debt or Subordinated Lien Debt, as necessary and the case may be) as may from time to time reasonably be requested by the First Lien Collateral Agent or the Subordinated Collateral Trustee, any Priority Lien Representative or any Controlling Priority Lien Representative, and enter into such technical amendments, modifications and/or supplements to the then existing Guarantees guarantees, First Lien Collateral Documents and Security Subordinated Lien Collateral Documents (or execute and deliver such additional Security guarantees, First Lien Collateral Documents and Subordinated Lien Collateral Documents) as necessary and as may from time to time be reasonably requested by such Persons (including as contemplated by clause (d) below)the First Lien Collateral Agent or the Subordinated Collateral Trustee, to ensure that the Additional Secured Debtrelevant additional First Lien Obligations or Subordinated Lien Obligations, as applicablethe case may be, is are secured by, and entitled to the benefits of, the Security relevant guarantees, First Lien Collateral Documents and Subordinated Lien Collateral Documents, as applicable, and each Priority additional holder of First Lien Secured Party Obligations and each additional holder of Subordinated Lien Obligations (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the First Lien Collateral Agent and the Subordinated Collateral Trustee to enter into, any such technical amendments, modifications and/or supplements (and additional Security guarantees, First Lien Collateral Documents and Subordinated Lien Collateral Documents, as applicable). The Company and each other Grantor hereby further agrees agree that, if there are any recording, filing or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.8(c5.6(b), all such amounts shall be paid by, and shall be for the account of, the Company and the respective other Grantors, on a joint and several basis. (d) The Company shall have the right, at any time on or after the occurrence of the Discharge of First-Out Obligations, to enter into any First-Out Document evidencing replacement First-Out Obligations so long as the incurrence thereof is not prohibited by any Priority Lien Documents, and to designate such obligations as First-Out Obligations in accordance with Section 3.8(b). At any time from and after the date of such designation pursuant to Section 3.8(b), subject to compliance with Sections 3.8(c), the obligations under such First-Out Document shall automatically and without further action be treated as First-Out Obligations for all purposes of this Agreement.

Additional Secured Debt. (a) The Collateral Trustee will, as collateral trustee hereunder, perform its undertakings set forth in Section 3.1(a) with respect to any First Lien each holder of Secured Obligations constituting of a Series of First Lien Secured Debt that is issued or incurred after the date hereof or any First-Out Obligations constituting Additional Collateral Bonds and/or related obligations under First-Out Documents, as applicable, provided after the date hereof; provided that: (i1) such holds Secured Obligations that constitute First Lien Obligations Debt in accordance with clause (1) of the definition of “First Lien Debt” contained herein, or are identified as Second Lien Debt or First Lien Debt or such First-Out Obligations are identified as an Additional Collateral Bond and/or related obligations under First-Out Documents in accordance with the procedures set forth in Section 3.8(b); and; (ii2) unless such debt or bond is issued under an existing Priority Lien Document for any Series of First Lien signs, through its designated Secured Debt whose First Lien Representative is already party to this Agreement or under an existing Collateral Bond with respect to which the First-Out Representative is already a party to this Agreement, the designated Priority, the designated First Lien Representative identified pursuant to Section 3.8(b), a Joinder; and (3) signs becomes bound by and delivers a Collateral Trust Joinder Lien Sharing and promptly delivers Priority Confirmation; provided that the same actions required by the preceding clauses (2) and (3), and the following Section 3.8(b), shall not be required to be taken with respect to (i) First Lien Debt as described in clause (1) of the Collateral Trusteedefinition of “First Lien Debt” contained herein and (ii) Specified Cash Management Obligations and First Lien Hedging Obligations as described in clause (2) of the definition of “First Lien Debt” contained herein. (b) The Company will be permitted to designate as an additional holder of First Lien Debt or First-Out Secured Obligations hereunder each Person who is, or who becomes, the registered holder of First Lien Debt or First-Out Obligations, as applicable, the holder of Second Lien Debt incurred by the Company or any such other Grantor after the date of this Agreement in accordance with the terms respective definitions of all applicable Priority First Lien DocumentsDebt or Second Lien Debt, as the case may be, contained herein as additional First Lien Debt or Second Lien Debt hereunder, respectively. The Company may only effect such designation by delivering to the Collateral Trustee an Additional Secured Debt Designation thateach of the following: (i1) states an Officer’s Certificate describing in reasonable detail the respective First Lien Debt or Second Lien Debt and stating that the Company or such other applicable Grantor has incurred or intends to incur such obligations as additional First Lien Secured Debt (“Additional First Lien Debt”) or an Additional Collateral Bond and/or related obligations under First-Out Documents (any Additional First Lien Debt or Additional Collateral Bond and/or related obligations under First-Out Documents, “Additional Secured Debt”) that is not prohibited which will either be (i) First Lien Debt permitted by each applicable Priority Lien Secured Debt Document to be incurred and to be secured with by a Priority First Lien equally and ratably with all previously existing and future Priority First Lien Debt, but subject to the prior payment rights of the holders of all First-Out Obligations and certain other Priority Lien Obligations as set forth in Section 3.4(a); Debt or (ii) specifies Second Lien Debt permitted by each applicable Secured Debt Document to be secured with a Second Lien equally and ratably with all previously existing and future Second Lien Debt; and (2) a written notice specifying the name, name and address and contact information of the Priority Lien Secured Debt Representative for such series of Additional Secured Debt for purposes of Section 7.6; (iii) states that the Company or applicable Grantor has duly authorized, executed (if applicable) and recorded (or caused to be recorded), or agreed to record (or agreed to cause to be recorded), in each appropriate governmental office all relevant filings and recordations deemed necessary by Company or the Grantors and the holder of such Additional Secured Debt, or its Priority Lien Representative, to ensure that the Additional Secured Debt will be secured by the Collateral in accordance with the Priority Lien Security Documents, in each case to the extent and as required by the Priority Lien Security Documents; and (iv) states that the Company has caused a copy of the Additional Secured Debt Designation and the related Collateral Trust Joinder to be delivered to each then existing Priority Lien Representative and that, as applicable, such Additional First Lien Debt shall constitute First Lien Debt for the purposes of this Agreement or such Additional Collateral Bond and/or related obligations under First-Out Documents shall constitute First-Out Obligations for the purposes of this Agreement. Although the Company shall be required to deliver a copy of each Additional Secured Debt Designation and each Collateral Trust Joinder to each then existing Priority Lien Representative, the failure to so deliver a copy of the Additional Secured Debt Designation and/or Collateral Trust Joinder to any then existing Priority Lien Representative shall not affect the status of such debt as Additional Secured Debt, if the other requirements of this Section 3.8 are complied with8.6. Notwithstanding the foregoing, but in no way limiting Section 2.3(d), nothing in this Agreement will be construed to allow the Company or any other Grantor to incur additional secured Indebtedness or grant additional Liens unless in each case otherwise permitted by the terms of all applicable Priority Lien Documents. Liens upon the Collateral to secure Additional Secured Debt, shall be created pursuant to the Security Documents that create Liens upon the Collateral to secure the other Priority Lien Obligations; provided that, to the extent required by applicable law, such Liens upon the Collateral to secure Additional Secured Debt may be created pursuant to separate Security Documents, which shall be in substantially the same form as the applicable Security Documents creating the Liens upon the Collateral to secure the other Priority Lien Obligations. Except in respect of Mined Land Under Permit and Other Credit Support, Additional Secured Debt shall not be secured by Liens upon any property of the Grantors unless the other Priority Lien Obligations are also secured by Liens on such property. Additional Secured Debt may be guaranteed by all of the applicable Guarantors, but shall not be guaranteed by any Person that is not a Guarantor. (c) With respect to any Priority Series of First Lien Obligations constituting Additional Secured Debt that is issued or Series of Second Lien Debt incurred after the date hereofof this Agreement, the Company and Company, each of the other Grantors and the Collateral Trustee agrees to take such actions (if any) (including, without limitation, any acknowledgements by the Company or any of the other Guarantors of guarantees or security that are applicable to First Lien Debt or Second Lien Debt, as necessary and the case may be) as may from time to time reasonably be requested by the Collateral Trustee, any Priority Lien Secured Debt Representative or any Controlling Priority Lien RepresentativeAct of Required Debtholders, and enter into such technical amendments, modifications and/or supplements to the then existing Guarantees guarantees and Security Documents (or execute and deliver such additional guarantees and Security Documents) as necessary and as may from time to time be reasonably requested by such Persons the Collateral Trustee, any Secured Debt Representative, any Act of Required Debtholders or the Company (including or as contemplated by clause (d) belowfollowing Section 3.8(d)), to ensure that the Additional Secured Debtrelevant additional First Lien Obligations or Second Lien Obligations, as applicablethe case may be, is are secured by, and entitled to the benefits of, the relevant guarantees and Security Documents, and each Priority Lien Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Collateral Trustee to enter into, any such technical amendments, modifications and/or supplements (and additional guarantees and Security Documents). The Company and each other Grantor hereby further agrees agree that, if there are any recording, filing or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.8(c), all such amounts shall be paid by, and shall be for the account of, the Company and the respective other Grantors, on a joint and several basis. (d) The Company shall have the rightAll parties hereto acknowledge and agree that, at any time on or after the occurrence of the Discharge of First-Out Obligations, to enter into any First-Out Document evidencing replacement First-Out Obligations so long as the incurrence thereof is not prohibited by any Priority Lien Documents, and to designate such obligations as First-Out Obligations in accordance with Section 3.8(b). At any time from and after the date of such designation pursuant to Section 3.8(b), subject to compliance with Sections 3.8(c)this Agreement, the obligations under Security Documents do not secure any Second Lien Obligations. At such First-Out Document shall automatically and without further action be treated time (if any) as First-Out Obligations for all purposes any Second Lien Debt becomes entitled to the benefits of this Agreement, Security Documents as contemplated by the last sentence of the definition “Security Documents” contained herein shall be required to be entered into to secure such Second Lien Debt. Any such Security Documents shall be required to apply only to Common Collateral (after giving effect thereto) and shall be in form and substance substantially the same (although providing Second Liens) as the respective Security Documents securing the First Lien Obligations.

Additional Secured Debt. (a) The Collateral Trustee Agent will, as collateral trustee agent hereunder, perform its undertakings set forth in Section 3.1(a) this Agreement with respect to any First Lien Obligations constituting a Series of First Lien Secured Debt that is issued or incurred after the date hereof or any First-Out Obligations constituting Additional Collateral Bonds and/or related obligations under First-Out Documents, as applicable, provided after the date hereof; provided thatif: (i1) such First Lien Obligations are Secured Debt is identified as First Junior Lien Debt or such First-Out Obligations are identified as an Additional Collateral Bond and/or related obligations under First-Out Documents Priority Lien Debt in accordance with the procedures set forth in Section 3.8(b); and (ii2) unless such debt or bond Secured Debt is issued under an existing Priority Lien Secured Debt Document for any Series of First Lien Secured Debt whose First Lien Secured Debt Representative is already party to this Agreement or under an existing Collateral Bond with respect to which the First-Out Representative is already a party to this Agreement, the designated Priority, the designated First Lien Secured Debt Representative identified pursuant to Section 3.8(b) signs a Collateral Trust Agency Joinder and promptly delivers the same to the Collateral TrusteeAgent. Notwithstanding the foregoing, (x) the incurrence of revolving credit obligations under commitments that have previously been designated as Secured Debt and (y) the issuance of letters of credit and incurrence of reimbursement obligations in respect thereof under commitments that have previously been designated as Secured Debt, shall automatically constitute Secured Debt and shall not require compliance with the procedures set forth in Section 3.8(b). (b) The Company Issuers will be permitted to designate as an additional holder of First Lien Secured Debt or First-Out Obligations hereunder each Person who is, or who becomes, the registered holder of First Lien any Funded Debt or First-Out Obligations, as applicable, that is incurred by the Company or any other Grantor after the date of this Agreement in accordance with the terms of all applicable Priority Lien Secured Debt Documents. The Company Issuers may only effect such designation by delivering to the Collateral Trustee Agent an Additional Secured Debt Designation that: (i1) states that the Company or other applicable Grantor intends to incur additional First Lien Secured Debt (“Additional First Lien Debt”) or an Additional Collateral Bond and/or related obligations under First-Out Documents (any Additional First Lien Debt or Additional Collateral Bond and/or related obligations under First-Out Documents, “Additional Secured Debt”) that is which will either be (as specified in such Additional Secured Debt Designation) (i) Priority Lien Debt not prohibited by each applicable Priority Lien any Secured Debt Document to be incurred and to be secured with by a Priority Lien equally and ratably with all previously existing and future Priority Lien Debt or (ii) Junior Lien Debt not prohibited by any Secured Debt Document to be incurred and secured with a Junior Lien equally and ratably with all previously existing and future Junior Lien Debt, but subject to the prior payment rights of the holders of all First-Out Obligations and certain other Priority Lien Obligations as set forth in Section 3.4(a); (ii2) specifies the name, name and address and contact information of the Priority Lien Secured Debt Representative for such series of Additional Secured Debt for purposes of this Agreement including Section 7.67.7; (iii3) states that the Company or applicable each Issuer and each other Grantor has duly authorized, executed (if applicable) and recorded (or caused to be recorded), or agreed to record (or agreed to cause to be recorded), ) in each appropriate governmental office all relevant filings and recordations deemed necessary by Company or the Grantors and the holder of such Additional Secured Debt, or its Priority Lien Representative, to ensure that the Additional Secured Debt will be is secured by the Collateral in accordance with the Priority Lien Security Documents; (4) attaches as Exhibit 1 to such Additional Secured Debt Designation a Reaffirmation Agreement in substantially the form attached as Exhibit 1 to Exhibit A of this Agreement, in each case to the extent and as required which Reaffirmation Agreement has been duly executed by the Priority Lien Security DocumentsIssuers and each other Grantor and Guarantor; and (iv5) states that the Company has Issuers have caused a copy of the Additional Secured Debt Designation and the related Collateral Trust Agency Joinder to be delivered to each then existing Priority Lien Representative and that, as applicable, such Additional First Lien Secured Debt shall constitute First Lien Debt for the purposes of this Agreement or such Additional Collateral Bond and/or related obligations under First-Out Documents shall constitute First-Out Obligations for the purposes of this AgreementRepresentative. Although the Company Issuers shall be required to deliver a copy of each Additional Secured Debt Designation and each Collateral Trust Agency Joinder to each then existing Priority Lien Secured Debt Representative, the failure to so deliver a copy of the Additional Secured Debt Designation and/or Collateral Trust Agency Joinder to any then existing Priority Lien Secured Debt Representative shall not affect the status of such debt as Additional Secured Debt, Debt if the other requirements of this Section 3.8 are complied with. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow Company the Issuers or any other Grantor to incur additional secured Indebtedness unless permitted Funded Debt or Liens if prohibited by the terms of all applicable Priority Lien Documents. Liens upon the Collateral to secure Additional Secured Debt, shall be created pursuant to the Security Documents that create Liens upon the Collateral to secure the other Priority Lien Obligations; provided that, to the extent required by applicable law, such Liens upon the Collateral to secure Additional any Secured Debt may be created pursuant to separate Security Documents, which shall be in substantially the same form as the applicable Security Documents creating the Liens upon the Collateral to secure the other Priority Lien Obligations. Except in respect of Mined Land Under Permit and Other Credit Support, Additional Secured Debt shall not be secured by Liens upon any property of the Grantors unless the other Priority Lien Obligations are also secured by Liens on such property. Additional Secured Debt may be guaranteed by all of the applicable Guarantors, but shall not be guaranteed by any Person that is not a Guarantor. (c) With respect to any Priority Lien Obligations constituting Additional Secured Debt that is issued or incurred after the date hereof, the Company and each of the other Grantors party hereto agrees to take such actions (if any) as necessary and as may from time to time reasonably be requested by the Collateral Trustee, any Priority Lien Representative or any Controlling Priority Lien Representative, and enter into such technical amendments, modifications and/or supplements to the then existing Guarantees and Security Documents (or execute and deliver such additional Security Documents) as necessary and as may from time to time be reasonably requested by such Persons (including as contemplated by clause (d) below)another party hereto, to ensure that the Additional Secured Debt, as applicable, Debt is secured by, and entitled to the benefits of, the relevant Security Documents, and each Priority Lien Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Collateral Trustee Agent to enter into, any such technical amendments, modifications and/or supplements (and additional Security Documents). The Company Each Issuer and each other Grantor hereby further agrees agree that, if there are any recording, filing or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.8(c), all such amounts shall be paid by, and shall be for the account of, the Company Issuers and the respective other Grantors, on a joint and several basis. (d) The Company Grantors shall have the right, right at any time on or after the occurrence of the Discharge of First-Out ObligationsPriority Lien Obligations has occurred, to enter into any First-Out Priority Lien Document evidencing replacement First-Out Obligations so long as the a Priority Lien Debt which incurrence thereof is not prohibited by any Priority Lien the applicable Secured Debt Documents, and to designate such obligations Funded Debt as First-Out Obligations Priority Lien Debt in accordance with Section 3.8(b). At any time from and after the date of such designation pursuant to Section 3.8(b) (the “Reference Date”), subject to compliance with Sections Section 3.8(c), the obligations under such First-Out Priority Lien Document shall automatically and without further action be treated as First-Out Obligations Priority Lien Debt for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the Junior Lien Obligations shall be at all times subordinated and junior to such Priority Liens Obligations pursuant to the terms of this Agreement, including with respect to Junior Lien Obligations that were incurred or outstanding on or prior to the Reference Date.

Additional Secured Debt. (a) The Collateral Trustee will, as collateral trustee hereunder, perform its undertakings set forth in Section 3.1(a) this Agreement with respect to any First Lien Obligations constituting a Series of First Lien Secured Debt that is issued or incurred after the date hereof or any First-Out Obligations constituting Additional Collateral Bonds and/or related obligations under First-Out Documents, as applicable, provided after the date hereof; provided that: (i) such First Lien Obligations are identified as First Lien Debt or such First-Out Obligations are identified as an Additional Collateral Bond and/or related obligations under First-Out Documents in accordance with the procedures set forth in Section 3.8(b); and (ii) unless such debt or bond is issued under an existing Priority Lien Document for any Series of First Lien Debt whose First Lien Representative is already party to this Agreement or under an existing Collateral Bond with respect to which the First-Out Representative is already a party to this Agreement, if the designated Priority, the designated First Lien Secured Debt Representative identified pursuant to this Section 3.8(b) 3.8 signs a Collateral Trust Agreement Joinder and promptly delivers the same to the Collateral Trustee; provided that, if such Funded Debt is issued under an existing Secured Debt Document for any Series of Secured Debt whose Secured Debt Representative is already party to this Agreement, no such Collateral Trust Agreement Joinder shall be a condition to the performance by the Collateral Trustee of its undertakings set forth in this Agreement with respect to such Funded Debt. (b) The Company Parent will be permitted to designate as an additional holder of First Lien Secured Debt or First-Out Obligations hereunder each Person who is, or who becomes, the registered holder of First Lien any Funded Debt or First-Out Obligations, as applicable, that is incurred by the Company or any other Grantor after the date of this Agreement in accordance with the terms of all the applicable Priority Lien Secured Debt Documents. The Company Parent may only effect such designation by delivering to the Collateral Trustee an Additional Secured Debt Designation that: (i1) states that the Company or other applicable such Grantor intends to incur additional First Lien Funded Debt (“Additional First Lien Debt”) or an Additional Collateral Bond and/or related obligations under First-Out Documents (any Additional First Lien Debt or Additional Collateral Bond and/or related obligations under First-Out Documents, “Additional Secured Debt”) that is which will be Secured Debt not prohibited by each applicable Priority Lien any Secured Debt Document to be incurred and to be secured with by a Priority Lien equally and ratably with all previously existing and future Priority Lien Secured Debt, but subject to the prior payment rights of the holders of all First-Out Obligations and certain other Priority Lien Obligations as set forth in Section 3.4(a); (ii2) specifies the name, name and address and contact information of the Priority Lien Secured Debt Representative (or, in the case of any Additional Secured Debt of which there is a single holder, such holder) for such series of Additional Secured Debt for purposes of this Agreement including Section 7.6; (iii3) states that the Company or applicable such Grantor has and any other Grantors party thereto have duly authorized, authorized and executed (if applicable) and recorded (or caused to be recorded), or agreed to record (or agreed to cause to be recorded), in each appropriate governmental office all relevant filings and recordations deemed necessary by Company or the Grantors and the holder of such Additional Secured Debt, or its Priority Lien Representative, to ensure that the Additional Secured Debt will be is secured by the Collateral in accordance with the Priority Lien Security Documents, in each case to the extent and as required by the Priority Lien Security Documents; and (iv4) states that attaches as Exhibit 1 to such Additional Secured Debt Designation a Reaffirmation Agreement in substantially the Company form attached as Exhibit 1 to Exhibit A of this Agreement, which Reaffirmation Agreement has caused been duly executed by each Grantor. Parent shall deliver a copy of the Additional Secured Debt Designation and the related Collateral Trust Joinder to be delivered to each then existing Priority Lien Representative and that, as applicable, such Additional First Lien Debt shall constitute First Lien Debt for the purposes of this Agreement or such Additional Collateral Bond and/or related obligations under First-Out Documents shall constitute First-Out Obligations for the purposes of this Agreement. Although the Company shall be required to deliver a copy of each Additional Secured Debt Designation and each Collateral Trust Joinder to each then existing Priority Lien Secured Debt Representative, ; provided that the failure to do so deliver a copy of the Additional Secured Debt Designation and/or Collateral Trust Joinder to any then existing Priority Lien Representative shall not affect the status of such debt as Additional Secured Debt, Debt if the other requirements of this Section 3.8 are complied with. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow Company or any other Grantor to incur additional secured Indebtedness unless permitted Funded Debt or Liens if prohibited by the terms of all applicable Priority Lien any Secured Debt Documents. Liens upon Notwithstanding the Collateral to secure Additional foregoing, (x) the incurrence of revolving credit obligations under commitments that have previously been designated as Secured Debt, shall be created pursuant to (y) the Security Documents issuance of letters of credit and incurrence of reimbursement obligations in respect thereof under commitments that create Liens upon have previously been designated as Secured Debt and (z) the Collateral to secure obtaining of Incremental Commitments and/or the incurrence of Incremental Loans (each as defined in the Credit Agreement under the Credit Agreement or the incurrence of any incremental facilities under any other Priority Lien Obligations; provided that, to the extent required by applicable law, such Liens upon the Collateral to secure Credit Facility that constitutes Additional Secured Debt may be created pursuant to separate Security Documentsshall, which shall be in substantially the same form as the applicable Security Documents creating the Liens upon the Collateral to secure the other Priority Lien Obligations. Except in respect of Mined Land Under Permit and Other Credit Supporteach case, Additional automatically constitute Secured Debt and shall not be secured by Liens upon any property of require compliance with the Grantors unless the other Priority Lien Obligations are also secured by Liens on such property. Additional Secured Debt may be guaranteed by all of the applicable Guarantors, but shall not be guaranteed by any Person that is not a Guarantorprocedures set forth in Section 3.8(a) and this Section 3.8(b). (c) With respect to any Priority Lien Obligations constituting Additional Secured Debt that is issued or incurred after the date hereof, the Company and each of the other Grantors Grantor agrees to take such actions (if any) as necessary and or as otherwise may from time to time reasonably be requested by the Collateral Trustee, any Priority Lien Representative Trustee or any Controlling Priority Lien Representative, Secured Debt Representative and enter into such technical amendments, modifications and/or supplements to the then existing Guarantees and Security Documents (or execute and deliver such additional Security Documents) as necessary and as may from time to time be reasonably requested by such Persons (including as contemplated by clause (d) below), to ensure that the Additional Secured Debt, as applicable, Debt is secured by, and entitled to the benefits of, the relevant Security Documents, and each Priority Lien Secured Party (by its acceptance of the benefits hereofhereof and the execution of this Agreement) hereby agrees to, and authorizes the Collateral Trustee to enter into, any such technical amendments, modifications and/or supplements (and additional Security Documents). The Company and each other Each Grantor hereby further agrees that, if there are any recording, filing or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.8(c) or Section 3.8(d), all such amounts shall be paid by, and shall be for the account of, the Company and the respective other Grantors, on a joint and several basis. (d) The Company Without limitation of the foregoing, each Grantor agrees to take the following actions with respect to any real property Collateral with respect to all Additional Secured Debt: (1) each applicable Grantor shall have enter into, and deliver to the rightCollateral Trustee a mortgage modification (each such modification, a “Modification”) or new mortgage or deed of trust (only to the extent a new mortgage or deed of trust is required to effect such Modification) with regard to each real property located in the United States of America subject to a mortgage or deed of trust (each such mortgage or deed of trust a “Mortgage,” and each such property a “Mortgaged Property”), with such changes as may be required to account for local law matters, at the time of such incurrence, in proper form for recording in all applicable jurisdictions, in a form and substance reasonably satisfactory to the Administrative Agent, and each applicable Grantor is jointly and severally liable to pay all filing and recording fees and taxes, documentary stamp taxes and other taxes, charges and fees, if any, necessary for filing or recording in the recording office of each jurisdiction where such real property to be encumbered thereby is situated; and (2) in connection with any time on Modification required under clause (1) above, Parent or after the occurrence applicable Grantor will cause to be delivered such Mortgage Instruments (as such term is defined in the Credit Agreement as of the Discharge of First-Out Obligations, to enter into any First-Out Document evidencing replacement First-Out Obligations so long date hereof) as reasonably requested by the incurrence thereof is not prohibited by any Priority Lien Documents, and to designate such obligations as First-Out Obligations in accordance with Section 3.8(b). At any time from and after the date of such designation pursuant to Section 3.8(b), subject to compliance with Sections 3.8(c), the obligations under such First-Out Document shall automatically and without further action be treated as First-Out Obligations for all purposes of this AgreementAdministrative Agent.

Additional Secured Debt. (a) The Collateral Trustee will, as collateral trustee hereunder, perform its undertakings set forth in this Agreement, including in Section 3.1(a) ), with respect to any First Lien each holder of Secured Obligations constituting of a Series of First Lien Secured Debt that is issued issued, incurred or incurred assumed after the date hereof or any First-Out Obligations constituting Additional Collateral Bonds and/or related obligations under First-Out Documents, as applicable, provided after the date hereof; provided that: (i1) such First Lien holds Secured Obligations that are identified as First Subordinated Lien Debt or such First-Out Obligations are identified as an Additional Collateral Bond and/or related obligations under First-Out Documents Priority Lien Debt in accordance with the procedures set forth in Section 3.8(b); and (ii2) unless such debt signs, directly or bond is issued under an existing Priority Lien Document for any Series of First Lien through its designated Secured Debt whose First Lien Representative is already party to this Agreement or under an existing Collateral Bond with respect to which the First-Out Representative is already a party to this Agreement, the designated Priority, the designated First Lien Representative identified pursuant to Section 3.8(b) signs ), a Collateral Trust Joinder and promptly delivers the same to the Collateral TrusteeTrustee at the time of incurrence of such Series of Secured Debt. (b) The Subject to the terms of Section 5.6 of the Intercreditor Agreement, the Company will be permitted to designate as an additional holder of First Lien Debt or First-Out Secured Obligations hereunder each Person who is, or who becomes, the registered holder of First Subordinated Lien Debt or First-Out Obligations, as applicablethe registered holder of Priority Lien Debt issued, incurred or assumed by the Company or any other Grantor Guarantor after the date of this Agreement in accordance with the terms of all applicable Priority Lien Secured Debt Documents. The Company may only effect such designation by delivering to the Collateral Trustee (with a copy delivered by the Company to each other Secured Debt Representative) an Additional Secured Debt Designation stating that: (i1) states that the Company or other applicable Grantor such Guarantor intends to incur additional First Lien Secured Debt (“Additional First Lien Debt”) or an Additional Collateral Bond and/or related obligations under First-Out Documents (any Additional First Lien Debt or Additional Collateral Bond and/or related obligations under First-Out Documents, “Additional Secured Debt”) that is not prohibited which will either be (i) Priority Lien Debt permitted by each applicable Priority Lien Secured Debt Document to be incurred and to be secured with by a Priority Lien equally Equally and ratably Ratably with all previously existing and future Priority Lien Debt, but subject to the prior payment rights of the holders of all First-Out Obligations and certain other Priority Lien Obligations as set forth in Section 3.4(a); Debt or (ii) specifies Subordinated Lien Debt permitted by each applicable Secured Debt Document to be secured with a Subordinated Lien Equally and Ratably with all previously existing and future Subordinated Lien Debt; and (2) specifying the name, name and address and contact information of the Priority Lien Secured Debt Representative for such series of Additional Secured Debt for purposes of Section 7.6; (iii) states that the Company or applicable Grantor has duly authorized, executed (if applicable) and recorded (or caused to be recorded), or agreed to record (or agreed to cause to be recorded), in each appropriate governmental office all relevant filings and recordations deemed necessary by Company or the Grantors and the holder of such Additional Secured Debt, or its Priority Lien Representative, to ensure that the Additional Secured Debt will be secured by the Collateral in accordance with the Priority Lien Security Documents, in each case to the extent and as required by the Priority Lien Security Documents; and (iv) states that the Company has caused a copy of the Additional Secured Debt Designation and the related Collateral Trust Joinder to be delivered to each then existing Priority Lien Representative and that, as applicable, such Additional First Lien Debt shall constitute First Lien Debt for the purposes of this Agreement or such Additional Collateral Bond and/or related obligations under First-Out Documents shall constitute First-Out Obligations for the purposes of this Agreement7.7. Although the Company shall be required to deliver a copy of each Additional Secured Debt Designation and each Collateral Trust Joinder to each then existing Priority Lien Secured Debt Representative, the failure to so deliver a copy of the Additional Secured Debt Designation and/or Collateral Trust Joinder to any then existing Priority Lien Secured Debt Representative shall not affect the status of such debt as Additional Secured Debt, Debt if the other requirements of this Section 3.8 are complied with. Each of the Collateral Trustee and the other then existing Secured Debt Representative shall have the right to request that the Company shall provide a copy of any legal opinion of counsel (which may be provided by internal counsel to the Company) provided to the holders of Additional Secured Debt or their Secured Debt Representatives as to the Additional Secured Debt being secured by a valid and perfected security interest; provided, however, that such legal opinion or opinions need not address any collateral of a type or located in a jurisdiction not previously covered by any legal opinion delivered by or on behalf of the Company. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow the Company or any other Grantor Guarantor to issue, incur or assume additional secured Indebtedness unless otherwise permitted by the terms of all applicable Secured Debt Documents. The Security Documents creating or evidencing the Priority Liens and the Subordinated Liens for the Priority Lien Documents. Liens upon Obligations and the Collateral to secure Additional Secured DebtSubordinated Lien Obligations, respectively, shall be created pursuant to the Security Documents that create Liens upon the Collateral to secure the other Priority Lien Obligations; provided that, to the extent required by applicable law, such Liens upon the Collateral to secure Additional Secured Debt may be created pursuant to separate Security Documents, which shall be in all material respects substantially the same form as forms of documents other than with respect to the applicable Security Documents creating Obligations thereunder and the Liens upon the Collateral to secure the other Priority Lien Obligations. Except in respect of Mined Land Under Permit and Other Credit Supportfirst priority lien, Additional Secured Debt shall not be secured by Liens upon any property second priority lien or third priority lien nature of the Grantors unless the other Priority Lien Obligations are also secured by Liens on such property. Additional Secured Debt may be guaranteed by all of the applicable Guarantors, but shall not be guaranteed by any Person that is not a Guarantorthereunder. (c) With respect to any Priority Lien Obligations constituting Additional Secured Debt that is issued or incurred after the date hereof, the Company and each of the other Grantors agrees to take such actions (if any) as necessary and as may from time to time reasonably be requested by the Collateral Trustee, any Priority Lien Representative or any Controlling Priority Lien Representative, and enter into such technical amendments, modifications and/or supplements to the then existing Guarantees and Security Documents (or execute and deliver such additional Security Documents) as necessary and as may from time to time be reasonably requested by such Persons (including as contemplated by clause (d) below), to ensure that the Additional Secured Debt, as applicable, is secured by, and entitled to the benefits of, the Security Documents, and each Priority Lien Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Collateral Trustee to enter into, any such technical amendments, modifications and/or supplements (and additional Security Documents). The Company and each other Grantor hereby further agrees that, if there are any recording, filing or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.8(c), all such amounts shall be paid by, and shall be for the account of, the Company and the respective other Grantors, on a joint and several basis. (d) The Company shall have the right, at any time on or after the occurrence of the Discharge of First-Out Obligations, to enter into any First-Out Document evidencing replacement First-Out Obligations so long as the incurrence thereof is not prohibited by any Priority Lien Documents, and to designate such obligations as First-Out Obligations in accordance with Section 3.8(b). At any time from and after the date of such designation pursuant to Section 3.8(b), subject to compliance with Sections 3.8(c), the obligations under such First-Out Document shall automatically and without further action be treated as First-Out Obligations for all purposes of this Agreement.

Additional Secured Debt. (a) The Collateral Trustee willParent Borrower will be permitted to designate additional Revolving Credit Secured Obligations, Pari Passu Secured Obligations or Subordinated Lien Secured Obligations, as collateral trustee hereunderthe case may be, perform its undertakings set forth in Section 3.1(a) with respect to incurred by any First Lien Obligations constituting a Series of First Lien Debt that is issued or incurred Grantor after the date hereof or any First-Out Obligations constituting Additional Collateral Bonds and/or related obligations under First-Out of this Agreement permitted by the terms of all applicable Revolving Credit Loan Documents, as applicablePari Passu Loan Documents or Subordinated Lien Loan Documents (collectively, provided after the date hereof; provided “Secured Debt Loan Documents”). The Borrower may effect such designation by delivering to each Revolving Credit Agent, each Pari Passu Representative and each Subordinated Lien Representative an Additional Secured Debt Designation stating that: (i) such First Lien Obligations are identified as First Lien Debt or such First-Out Obligations are identified as an Additional Collateral Bond and/or related obligations under First-Out Documents in accordance with the procedures set forth in Section 3.8(b); and (ii) unless such debt or bond is issued under an existing Priority Lien Document for any Series of First Lien Debt whose First Lien Representative is already party to this Agreement or under an existing Collateral Bond with respect to which the First-Out Representative is already a party to this Agreement, the designated Priority, the designated First Lien Representative identified pursuant to Section 3.8(b) signs a Collateral Trust Joinder and promptly delivers the same to the Collateral Trustee. (b) The Company will be permitted to designate as an additional holder of First Lien Debt or First-Out Obligations hereunder each Person who is, or who becomes, the registered holder of First Lien Debt or First-Out Obligations, as applicable, incurred by the Company or any other Grantor after the date of this Agreement in accordance with the terms of all applicable Priority Lien Documents. The Company may only effect such designation by delivering to the Collateral Trustee an Additional Secured Debt Designation that: (i) states that the Company or other applicable Grantor intends (x) to incur additional First secured debt (or (y) to secure, as Subordinated Lien Debt Secured Obligations, existing unsecured debt (“Additional First Lien Debt”) or an Additional Collateral Bond and/or related obligations under First-Out Documents (any Additional First Lien Debt or Additional Collateral Bond and/or related obligations under First-Out Documentssuch debt, in either of the foregoing cases, “Additional Secured Debt”) that is not prohibited which will be one of the following: (x) Revolving Credit Secured Obligations permitted by each applicable Priority Lien Secured Debt Loan Document to be incurred secured by the Collateral, including Liens on the Revolving Credit Priority Collateral entitled to priority over the Liens securing the Pari Passu Secured Obligations and the Subordinated Lien Secured Obligations (provided, there may only be one series of Revolving Credit Secured Obligations outstanding at any time), (y) Pari Passu Debt permitted by each applicable Secured Debt Loan Document to be secured with by the Collateral (to the extent provided in the documentation for such Additional Secured Debt), including a Lien on the Pari Passu Priority Collateral (to the extent provided in the documentation for such Additional Secured Debt) entitled to priority over the Liens securing the Revolving Credit Secured Obligations and the Subordinated Lien equally Secured Obligations (Equally and ratably Ratably with all previously existing and future Priority Pari Passu Debt); it being acknowledged that Revolving Credit Secured Obligations may be Refinanced as Pari Passu Secured Obligations if so designated pursuant to this Section 7.5, and (z) Subordinated Lien Debt, but subject to the prior payment rights of the holders of all First-Out Obligations and certain other Priority Lien Obligations as set forth in Section 3.4(a); (ii) specifies the name, address and contact information of the Priority Lien Representative for such series of Additional Debt permitted by each applicable Secured Debt for purposes of Section 7.6; (iii) states that the Company or applicable Grantor has duly authorized, executed (if applicable) and recorded (or caused Loan Document to be recorded), or agreed to record (or agreed to cause to be recorded), in each appropriate governmental office all relevant filings and recordations deemed necessary by Company or the Grantors and the holder of such Additional Secured Debt, or its Priority Lien Representative, to ensure that the Additional Secured Debt will be secured by the Collateral in accordance with the Priority Lien Security Documents, in each case (to the extent provided in the documentation for such Additional Secured Debt), subject to the senior Liens securing the Revolving Credit Secured Obligations and as required by the Priority Lien Security Documents; andPari Passu Secured 844805.3D-Chicago Server 2A - MSW (ivb) states that the Company has caused a copy of the No Revolving Credit Claimholder under any Additional Secured Debt Designation shall be entitled to the benefits of this Intercreditor Agreement unless the Revolving Credit Agent, acting on its behalf and pursuant to the authority provided in the Revolving Credit Loan Documents governing the terms of the related Collateral Trust Revolving Credit Secured Obligations signs an Intercreditor Joinder to be delivered Agreement and delivers the same to each then Secured Debt Representative existing Priority Lien Representative and that, as applicable, at the time such Additional First Lien Debt shall constitute First Lien Debt for the purposes of this Agreement or such Additional Collateral Bond and/or related obligations under First-Out Documents shall constitute First-Out Obligations for the purposes of this Agreement. Although the Company shall be required to deliver a copy of each Additional Secured Debt Designation is incurred. (c) No Pari Passu Secured Party shall be entitled to the benefits of this Intercreditor Agreement unless the Pari Passu Representative, acting on its behalf and pursuant to the authority provided in the Loan Documents governing the terms of the related Pari Passu Secured Obligations signs an Intercreditor Joinder Agreement and delivers the same to each Revolving Credit Agent and each Collateral Trust Joinder to each then Secured Debt Representative existing Priority Lien Representative, at the failure to so deliver a copy of the time such Additional Secured Debt Designation and/or Collateral Trust Joinder is incurred. (d) The Security Documents creating or evidencing the Liens securing the Revolving Credit Secured Obligations, the Pari Passu Secured Obligation and the Subordinated Lien Secured Obligations in relation to any then existing Priority Lien Representative Additional Secured Debt shall not affect be in all material respects substantially the status same forms of documents other than with respect to the first lien, second lien or third lien nature of the Obligations thereunder and except (i) to the extent that the creditors who have the direct benefit of such debt as Additional Secured Debt, agreements or documents agree that such documents and agreements may grant Liens in less than all the Collateral and/or are less restrictive on the Grantors (or provide fewer rights or remedies to the secured party) than the forms of documents and agreements on the date hereof (and the satisfaction of such requirement will be conclusively established if the other Parent Borrower delivers to each Secured Debt Representative and the Revolving Credit Agents an officers’ certificate certifying that the Parent Borrower has determined in good faith that such Pari Passu Documents satisfy the foregoing requirements unless any Senior Secured Debt Representative or any Revolving Credit Agent notifies the Borrower within five Business Days that it disagrees with such determination (including a reasonable description of this Section 3.8 are complied withthe basis upon which it disagrees)), (ii) the representations and covenants relating to Revolving Credit Priority Collateral contained in the Revolving Credit Loan Documents may be more restrictive that those contained in the Pari Passu Loan Documents and (iii) the representations and covenants relating to Pari Passu Secured Obligations contained in the Pari Passu Loan Documents may be more restrictive that those contained in the Revolving Credit Loan Documents. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow Company or any other Grantor to incur additional secured Indebtedness unless permitted or Liens if prohibited by the terms of all any applicable Priority Lien Documents. Liens upon the Collateral to secure Additional Secured Debt, shall be created pursuant to the Security Documents that create Liens upon the Collateral to secure the other Priority Lien Obligations; provided that, to the extent required by applicable law, such Liens upon the Collateral to secure Additional Secured Debt may be created pursuant to separate Security Loan Documents, which shall be in substantially the same form as the applicable Security Documents creating the Liens upon the Collateral to secure the other Priority Lien Obligations. Except in respect of Mined Land Under Permit and Other Credit Support, Additional Secured Debt shall not be secured by Liens upon any property of the Grantors unless the other Priority Lien Obligations are also secured by Liens on such property. Additional Secured Debt may be guaranteed by all of the applicable Guarantors, but shall not be guaranteed by any Person that is not a Guarantor. (ce) With respect to any Priority No Subordinated Lien Obligations constituting Additional Secured Debt that is issued or incurred after the date hereof, the Company and each of the other Grantors agrees to take such actions (if any) as necessary and as may from time to time reasonably Party shall be requested by the Collateral Trustee, any Priority Lien Representative or any Controlling Priority Lien Representative, and enter into such technical amendments, modifications and/or supplements to the then existing Guarantees and Security Documents (or execute and deliver such additional Security Documents) as necessary and as may from time to time be reasonably requested by such Persons (including as contemplated by clause (d) below), to ensure that the Additional Secured Debt, as applicable, is secured by, and entitled to the benefits ofof this Intercreditor Agreement unless the Subordinated Lien Representative, acting on its behalf and pursuant to the Security Documents, authority provided in the Loan Documents governing the terms of the related Subordinated Lien Secured Obligations signs an Intercreditor Joinder Agreement and delivers the same to each Revolving Credit Agent and each Priority Lien Secured Party (by its acceptance of Debt Representative existing at the benefits hereof) hereby agrees to, and authorizes the Collateral Trustee to enter into, any time such technical amendments, modifications and/or supplements (and additional Security Documents). The Company and each other Grantor hereby further agrees that, if there are any recording, filing or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.8(c), all such amounts shall be paid by, and shall be for the account of, the Company and the respective other Grantors, on a joint and several basisAdditional Secured Debt is incurred. (d) The Company shall have the right, at any time on or after the occurrence of the Discharge of First-Out Obligations, to enter into any First-Out Document evidencing replacement First-Out Obligations so long as the incurrence thereof is not prohibited by any Priority Lien Documents, and to designate such obligations as First-Out Obligations in accordance with Section 3.8(b). At any time from and after the date of such designation pursuant to Section 3.8(b), subject to compliance with Sections 3.8(c), the obligations under such First-Out Document shall automatically and without further action be treated as First-Out Obligations for all purposes of this Agreement.

Additional Secured Debt. (a) The Collateral Trustee will, as collateral trustee hereunder, perform its undertakings set forth in Section 3.1(a) with respect to any First Lien each holder of Secured Debt Obligations constituting of a Series of First Secured Lien Debt that is issued or incurred after the date hereof (including any refinancing or any First-Out Obligations constituting Additional Collateral Bonds and/or related obligations under First-Out Documents, as applicable, provided after the date hereof; provided replacement of a Series of Secured Lien Debt) that: (i1) such First Lien holds Secured Debt Obligations that are identified as First Junior Lien Debt or such First-Out Obligations are identified as an Additional Collateral Bond and/or related obligations under First-Out Documents Parity Lien Debt in accordance with the procedures set forth in Section 3.8(b); and (ii2) unless such debt or bond is issued under an existing Priority Lien Document for any Series of First Lien signs, through its designated Secured Debt whose First Lien Representative is already party to this Agreement or under an existing Collateral Bond with respect to which the First-Out Representative is already a party to this Agreement, the designated Priority, the designated First Lien Representative identified pursuant to Section 3.8(b) signs ), a Collateral Trust Joinder and promptly delivers the same to the Collateral TrusteeTrustee and each other Secured Debt Representative at the time of incurrence of such Series of Secured Lien Debt. (b) The Company EFH and EFIH will be permitted to designate as an additional holder of First Lien Secured Debt or First-Out Obligations hereunder each Person who is, or who becomes, the registered holder of First Junior Lien Debt or First-Out Obligations, as applicable, the registered holder of Parity Lien Debt incurred by the Company EFH or any other Grantor EFIH after the date of this Agreement in accordance with the terms of all applicable Priority Lien Secured Debt Documents. The Company may only effect such designation by delivering to the Collateral Trustee and each Secured Debt Representative an Additional Secured Debt Designation stating that: (i1) states that the Company EFH or other applicable Grantor EFIH intends to incur additional First Lien Secured Debt (“Additional First Lien Debt”) or an Additional Collateral Bond and/or related obligations under First-Out Documents (any Additional First Lien Debt or Additional Collateral Bond and/or related obligations under First-Out Documents, “Additional Secured Debt”) that is not prohibited which will either be (i) Parity Lien Debt permitted by each applicable Priority Lien Secured Debt Document to be incurred secured by a Parity Lien Equally and to be secured with a Priority Lien equally and ratably Ratably with all previously existing and future Priority Parity Lien Debt or (ii) Junior Lien Debt permitted by each applicable Secured Debt Document to be secured with a Junior Lien Equally and Ratably with all previously existing and future Junior Lien Debt, but subject to the prior payment rights of the holders of all First-Out Obligations and certain other Priority Lien Obligations as set forth in Section 3.4(a); (ii2) specifies specifying the name, name and address and contact information of the Priority Lien Secured Debt Representative for such series of Additional Secured Debt for purposes of Section 7.6;7.7; and (iii3) states that the Company EFH or applicable Grantor EFIH, as applicable, has duly authorized, executed (if applicable) and recorded (or caused to be recorded), or agreed to record (or agreed to cause to be recorded), ) in each appropriate governmental office all relevant filings and recordations deemed necessary by Company or the Grantors and the holder of such Additional Secured Debt, or its Priority Lien Representative, to ensure that the Additional Secured Debt will be is secured by the Collateral in accordance with the Priority Lien Security Documents, in each case to the extent and as required by the Priority Lien Security Documents; and (iv) states that the Company has caused a copy of the Additional Secured Debt Designation and the related Collateral Trust Joinder to be delivered to each then existing Priority Lien Representative and that, as applicable, such Additional First Lien Debt shall constitute First Lien Debt for the purposes of this Agreement or such Additional Collateral Bond and/or related obligations under First-Out Documents shall constitute First-Out Obligations for the purposes of this Agreement. Although the Company EFIH shall be required to deliver a copy of each Additional Secured Debt Designation and each Collateral Trust Joinder to each then existing Priority Lien Secured Debt Representative, the failure to so deliver a copy of the Additional Secured Debt Designation and/or Collateral Trust Joinder to any then existing Priority Lien Secured Debt Representative shall not affect the status of such debt as Additional Secured Debt, Debt if the other requirements of this Section 3.8 are complied with. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow Company EFH or any other Grantor EFIH to incur additional secured Indebtedness unless otherwise permitted by the terms of all applicable Priority Lien Secured Debt Documents. Liens upon the Collateral to secure Additional Secured Debt, shall be created pursuant to the The Security Documents that create creating or evidencing the Parity Liens upon and the Collateral to secure Junior Liens and Guarantees for the other Priority Parity Lien Obligations; provided that, to Obligations and the extent required by applicable law, such Liens upon the Collateral to secure Additional Secured Debt may be created pursuant to separate Security Documents, which Junior Lien Obligations shall be in substantially all material respects the same form as forms of documents other than with respect to the applicable Security Documents creating first lien and the Liens upon the Collateral to secure the other Priority Lien Obligations. Except in respect of Mined Land Under Permit and Other Credit Support, Additional Secured Debt shall not be secured by Liens upon any property second lien nature of the Grantors unless the other Priority Lien Obligations are also secured by Liens on such property. Additional Secured Debt may be guaranteed by all of the applicable Guarantors, but shall not be guaranteed by any Person that is not a Guarantorthereunder. (c) With respect to any Priority Lien Obligations constituting Additional Secured Debt that is issued or incurred after the date hereof, the Company and each of the other Grantors agrees to take such actions (if any) as necessary and as may from time to time reasonably be requested by the Collateral Trustee, any Priority Lien Representative or any Controlling Priority Lien Representative, and enter into such technical amendments, modifications and/or supplements to the then existing Guarantees and Security Documents (or execute and deliver such additional Security Documents) as necessary and as may from time to time be reasonably requested by such Persons (including as contemplated by clause (d) below), to ensure that the Additional Secured Debt, as applicable, is secured by, and entitled to the benefits of, the Security Documents, and each Priority Lien Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Collateral Trustee to enter into, any such technical amendments, modifications and/or supplements (and additional Security Documents). The Company and each other Grantor hereby further agrees that, if there are any recording, filing or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.8(c), all such amounts shall be paid by, and shall be for the account of, the Company and the respective other Grantors, on a joint and several basis. (d) The Company shall have the right, at any time on or after the occurrence of the Discharge of First-Out Obligations, to enter into any First-Out Document evidencing replacement First-Out Obligations so long as the incurrence thereof is not prohibited by any Priority Lien Documents, and to designate such obligations as First-Out Obligations in accordance with Section 3.8(b). At any time from and after the date of such designation pursuant to Section 3.8(b), subject to compliance with Sections 3.8(c), the obligations under such First-Out Document shall automatically and without further action be treated as First-Out Obligations for all purposes of this Agreement.

Additional Secured Debt. (a) The Collateral Trustee will, as collateral trustee hereunder, perform its undertakings set forth in Section 3.1(a) with respect to any First Lien each holder of Secured Obligations constituting of a Series of First Lien Secured Debt that is issued or incurred after the date hereof or any First-Out Obligations constituting Additional Collateral Bonds and/or related obligations under First-Out Documents, as applicable, provided after the date hereof; provided that: (i1) such First Lien holds Secured Obligations that are identified as First Parity Lien Debt or such First-Out Obligations are identified as an Additional Collateral Bond and/or related obligations under First-Out Documents Priority Lien Debt in accordance with the procedures set forth in Section 3.8(b); and; (ii2) unless such debt or bond is issued under an existing Priority Lien Document for any Series of First Lien signs, through its designated Secured Debt whose First Lien Representative is already party to this Agreement or under an existing Collateral Bond with respect to which the First-Out Representative is already a party to this Agreement, the designated Priority, the designated First Lien Representative identified pursuant to Section 3.8(b) signs ), a Collateral Trust Joinder Joinder; and (3) delivers a Lien Sharing and promptly delivers the same to the Collateral TrusteePriority Confirmation. (b) The Company Borrower or other applicable Pledgor will be permitted to designate as an additional holder of First Lien Debt or First-Out Secured Obligations hereunder each Person who is, or who becomes, the registered holder of First Parity Lien Debt or First-Out Obligations, as applicable, the holder of Priority Lien Debt incurred by the Company Borrower or any such other Grantor Pledgor after the date of this Agreement in accordance with the terms of all applicable Priority Lien Secured Debt Documents. The Company Borrower or other applicable Pledgor may only effect such designation by delivering to the Collateral Trustee an Additional Trustee, with copies to each previously identified Secured Debt Designation thatRepresentative, each of the following: (i1) states an Officers' Certificate stating that the Company Borrower or such other applicable Grantor Pledgor intends to incur additional First Secured Debt ("ADDITIONAL SECURED DEBT") which will either be (A) Priority Lien Debt (“Additional First Lien Debt”) or an Additional Collateral Bond and/or related obligations under First-Out Documents (any Additional First Lien Debt or Additional Collateral Bond and/or related obligations under First-Out Documents, “Additional Secured Debt”) that is not prohibited permitted by each applicable Priority Lien Secured Debt Document to be incurred and to be secured with by a Priority Lien equally and ratably with all previously existing and future Priority Lien Debt or (B) Parity Lien Debt permitted by each applicable Secured Debt Document to be secured with a Parity Lien equally and ratably with all previously existing and future Parity Lien Debt, but subject to the prior payment rights of the holders of all First-Out Obligations and certain other Priority Lien Obligations as set forth in Section 3.4(a); (ii2) specifies the name, address and contact information of the Priority Lien Representative for such series of Additional Secured Debt for purposes of Section 7.6; (iii) states evidence that the Company Borrower or applicable Grantor such other Pledgor has duly authorized, executed (if applicable) and recorded (or caused to be recorded), or agreed to record (or agreed to cause to be recorded), ) in each appropriate governmental office all relevant filings and recordations deemed necessary by Company or the Grantors and the holder of such Additional Secured Debt, or its Priority Lien Representative, to ensure that the Additional Secured Debt will be is secured by some or all of the Collateral in accordance with the Priority Lien applicable Security Documents, in each case to the extent and as required by the Priority Lien Security DocumentsDocuments securing such Additional Secured Debt; and (iv3) states that a written notice specifying the Company has caused a copy name and address of the Secured Debt Representative for such series of Additional Secured Debt Designation and the related Collateral Trust Joinder to be delivered to each then existing Priority Lien Representative and that, as applicable, such Additional First Lien Debt shall constitute First Lien Debt for the purposes of this Agreement or such Additional Collateral Bond and/or related obligations under First-Out Documents shall constitute First-Out Obligations for the purposes of this Agreement. Although the Company shall be required to deliver a copy of each Additional Secured Debt Designation and each Collateral Trust Joinder to each then existing Priority Lien Representative, the failure to so deliver a copy of the Additional Secured Debt Designation and/or Collateral Trust Joinder to any then existing Priority Lien Representative shall not affect the status of such debt as Additional Secured Debt, if the other requirements of this Section 3.8 are complied with7.7. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow Company the Borrower or any other Grantor Pledgor to incur additional secured Indebtedness unless otherwise permitted by the terms of all applicable Priority Lien Documents. Liens upon the Collateral to secure Additional Secured Debt, shall be created pursuant to the Security Documents that create Liens upon the Collateral to secure the other Priority Lien Obligations; provided that, to the extent required by applicable law, such Liens upon the Collateral to secure Additional Secured Debt may be created pursuant to separate Security Documents, which shall be in substantially the same form as the applicable Security Documents creating the Liens upon the Collateral to secure the other Priority Lien Obligations. Except in respect of Mined Land Under Permit and Other Credit Support, Additional Secured Debt shall not be secured by Liens upon any property of the Grantors unless the other Priority Lien Obligations are also secured by Liens on such property. Additional Secured Debt may be guaranteed by all of the applicable Guarantors, but shall not be guaranteed by any Person that is not a Guarantor. (c) With respect to any Priority Lien Obligations constituting Additional Secured Debt that is issued or incurred after the date hereof, the Company and each of the other Grantors agrees to take such actions (if any) as necessary and as may from time to time reasonably be requested by the Collateral Trustee, any Priority Lien Representative or any Controlling Priority Lien Representative, and enter into such technical amendments, modifications and/or supplements to the then existing Guarantees and Security Documents (or execute and deliver such additional Security Documents) as necessary and as may from time to time be reasonably requested by such Persons (including as contemplated by clause (d) below), to ensure that the Additional Secured Debt, as applicable, is secured by, and entitled to the benefits of, the Security Documents, and each Priority Lien Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Collateral Trustee to enter into, any such technical amendments, modifications and/or supplements (and additional Security Documents). The Company and each other Grantor hereby further agrees that, if there are any recording, filing or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.8(c), all such amounts shall be paid by, and shall be for the account of, the Company and the respective other Grantors, on a joint and several basis. (d) The Company shall have the right, at any time on or after the occurrence of the Discharge of First-Out Obligations, to enter into any First-Out Document evidencing replacement First-Out Obligations so long as the incurrence thereof is not prohibited by any Priority Lien Documents, and to designate such obligations as First-Out Obligations in accordance with Section 3.8(b). At any time from and after the date of such designation pursuant to Section 3.8(b), subject to compliance with Sections 3.8(c), the obligations under such First-Out Document shall automatically and without further action be treated as First-Out Obligations for all purposes of this Agreement.

Additional Secured Debt. (a) The Collateral Trustee will, as collateral trustee hereunder, perform its undertakings set forth in Section 3.1(a) with respect to any First Lien each holder of Secured Obligations constituting of a Series of First Lien Secured Debt that is issued or incurred after the date hereof or any First-Out Obligations constituting Additional Collateral Bonds and/or related obligations under First-Out Documents, as applicable, provided after the date hereof; provided that: (i1) such First Lien holds Secured Obligations that are identified as First Parity Lien Debt or such First-Out Obligations are identified as an Additional Collateral Bond and/or related obligations under First-Out Documents Junior Lien Debt in accordance with the procedures set forth in Section 3.8(b); and; (ii2) unless such debt or bond is issued under an existing Priority Lien Document for any Series of First Lien signs, through its designated Secured Debt whose First Lien Representative is already party to this Agreement or under an existing Collateral Bond with respect to which the First-Out Representative is already a party to this Agreement, the designated Priority, the designated First Lien Representative identified pursuant to Section 3.8(b) signs ), a Collateral Trust Joinder and promptly delivers the same to the Collateral TrusteeTrustee and each other Secured Debt Representative at the time of incurrence of such Series of Secured Debt; and (3) if Permitted Priority Debt Obligations are then in existence, signs, through its designated Secured Debt Representative identified pursuant to Section 3.8(b), an Intercreditor Agreement Joinder and delivers the same to the Collateral Trustee (for further delivery to the Permitted Priority Lien Representative in accordance with the terms of the Intercreditor Agreement). (b) The Company will be permitted to designate as an additional holder of First Lien Debt or First-Out Secured Obligations hereunder each Person who is, or who becomes, the registered holder of First Junior Lien Debt or First-Out Obligations, as applicable, the registered holder of Parity Lien Debt incurred by the Company or any other Grantor Guarantor after the date of this Agreement in accordance with the terms of all applicable Priority Lien Secured Debt Documents. The Company may only effect such designation by delivering to the Collateral Trustee an Additional Secured Debt Designation stating that: (i1) states that the Company or other applicable Grantor such Guarantor intends to incur additional First Lien Secured Debt (“Additional First Lien Debt”) or an Additional Collateral Bond and/or related obligations under First-Out Documents (any Additional First Lien Debt or Additional Collateral Bond and/or related obligations under First-Out Documents, “Additional Secured Debt”) that is not prohibited which will either be (i) Parity Lien Debt permitted by each applicable Priority Lien Secured Debt Document to be incurred secured by a Parity Lien Equally and to be secured with a Priority Lien equally and ratably Ratably with all previously existing and future Priority Parity Lien Debt or (ii) Junior Lien Debt permitted by each applicable Secured Debt Document to be secured with a Junior Lien Equally and Ratably with all previously existing and future Junior Lien Debt, but subject to the prior payment rights of the holders of all First-Out Obligations and certain other Priority Lien Obligations as set forth in Section 3.4(a); (ii2) specifies specifying the name, name and address and contact information of the Priority Lien Secured Debt Representative for such series of Additional Secured Debt for purposes of Section 7.6;7.7. (iii3) states that the Company or applicable Grantor and each Guarantor has duly authorized, executed (if applicable) and recorded (or caused to be recorded), or agreed to record (or agreed to cause to be recorded), ) in each appropriate governmental office all relevant filings and recordations deemed necessary by Company or the Grantors and the holder of such Additional Secured Debt, or its Priority Lien Representative, to ensure that the Additional Secured Debt will be is secured by the Collateral in accordance with the Priority Lien Security Documents, in each case to the extent and as required by the Priority Lien Security Documents; and (iv4) states that the Company has caused a copy of the Additional Secured Debt Designation and the related Collateral Trust Joinder to be delivered to each then existing Priority Lien Representative and that, as applicable, such Additional First Lien Secured Debt shall constitute First Lien Debt for the purposes of this Agreement or such Additional Collateral Bond and/or related obligations under First-Out Documents shall constitute First-Out Obligations for the purposes of this AgreementRepresentative. Although the Company shall be required to deliver a copy of each Additional Secured Debt Designation and each Collateral Trust Joinder to each then existing Priority Lien Secured Debt Representative, the failure to so deliver a copy of the Additional Secured Debt Designation and/or Collateral Trust Joinder to any then existing Priority Lien Secured Debt Representative shall not affect the status of such debt as Additional Secured Debt, Debt if the other requirements of this Section 3.8 are complied with. Each of the Collateral Trustee and the other then existing Secured Debt Representative shall have the right to request that the Company shall provide a copy of any legal opinion of counsel (which may be provided by internal counsel to the Company) provided to the holders of Additional Secured Debt or their Secured Debt Representatives as to the Additional Secured Debt being secured by a valid and perfected security interest. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow the Company or any other Grantor Guarantor to incur additional secured Indebtedness unless otherwise permitted by the terms of all applicable Priority Lien Secured Debt Documents. The Security Documents creating or evidencing the Parity Liens upon and the Collateral Junior Liens and Guarantees for the Parity Lien Obligations and the Junior Lien Obligations shall be in all material respects the same forms of documents other than with respect to the first lien and the second lien nature of the Obligations thereunder. So long as the Discharge of Parity Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any Guarantor, the parties hereto agree that the Company shall not, and shall not permit any other Guarantor to grant or permit any additional Liens on any asset or property to secure Additional Secured Debt, shall be created pursuant to the Security Documents that create Liens upon the Collateral any Junior Lien Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure the other Priority Parity Lien Obligations; provided that, to the extent required by applicable law, such Liens upon the Collateral to secure Additional Secured Debt may be created pursuant to separate Security Documents, which shall be in substantially the same form as the applicable Security Documents creating the Liens upon the Collateral to secure the other Priority Lien Obligations. Except in respect of Mined Land Under Permit and Other Credit Support, Additional Secured Debt shall not be secured by Liens upon any property of the Grantors unless the other Priority Lien Obligations are also secured by Liens on such property. Additional Secured Debt may be guaranteed by all of the applicable Guarantors, but shall not be guaranteed by any Person that is not a Guarantor. (c) With respect to any Priority Lien Obligations constituting Additional Secured Debt that is issued or incurred after the date hereof, the Company and each of the other Grantors agrees to take such actions (if any) as necessary and as may from time to time reasonably be requested by the Collateral Trustee, any Priority Lien Representative or any Controlling Priority Lien Representative, and enter into such technical amendments, modifications and/or supplements to the then existing Guarantees and Security Documents (or execute and deliver such additional Security Documents) as necessary and as may from time to time be reasonably requested by such Persons (including as contemplated by clause (d) below), to ensure that the Additional Secured Debt, as applicable, is secured by, and entitled to the benefits of, the Security Documents, and each Priority Lien Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Collateral Trustee to enter into, any such technical amendments, modifications and/or supplements (and additional Security Documents). The Company and each other Grantor hereby further agrees that, if there are any recording, filing or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.8(c), all such amounts shall be paid by, and shall be for the account of, the Company and the respective other Grantors, on a joint and several basis. (d) The Company shall have the right, at any time on or after the occurrence of the Discharge of First-Out Obligations, to enter into any First-Out Document evidencing replacement First-Out Obligations so long as the incurrence thereof is not prohibited by any Priority Lien Documents, and to designate such obligations as First-Out Obligations in accordance with Section 3.8(b). At any time from and after the date of such designation pursuant to Section 3.8(b), subject to compliance with Sections 3.8(c), the obligations under such First-Out Document shall automatically and without further action be treated as First-Out Obligations for all purposes of this Agreement.

Additional Secured Debt. (a) The Collateral Trustee will, as collateral trustee hereunder, perform its undertakings set forth in Section 3.1(a) this Agreement with respect to any First Lien Obligations constituting a Series of First Lien Secured Debt that is issued or incurred after the date hereof or any First-Out Obligations constituting Additional Collateral Bonds and/or related obligations under First-Out Documents, as applicable, provided after the date hereof; provided thatif: (i1) such First Lien Obligations are that Secured Debt is identified as First Parity Lien Debt or such First-Out Obligations are identified as an Additional Collateral Bond and/or related obligations under First-Out Documents Priority Lien Debt in accordance with the procedures set forth in Section 3.8(b); and (ii2) unless such debt or bond Funded Debt is issued under an existing Priority Lien Secured Debt Document for any Series of First Lien Secured Debt whose First Lien Secured Debt Representative is already party to this Agreement or under an existing Collateral Bond with respect to which the First-Out Representative is already a party to this Agreement, the designated Priority, the designated First Lien Secured Debt Representative identified pursuant to Section 3.8(b) signs a Collateral Trust Joinder and promptly delivers the same to the Collateral Trustee.; (b) The Company Borrower will be permitted to designate as an additional holder of First Lien Secured Debt or First-Out Obligations hereunder each Person who is, or who becomes, the registered holder of First Lien any Funded Debt or First-Out Obligations, as applicable, incurred by the Company Borrower or any other Grantor Guarantor after the date of this Agreement in accordance with the terms of all applicable Priority Lien Secured Debt Documents. The Company Borrower may only effect such designation by delivering to the Collateral Trustee an Additional Secured Debt Designation that: (i1) states that the Company Borrower or such other applicable Grantor Guarantor intends to incur additional First Lien Secured Debt (“Additional First Lien Debt”) or an Additional Collateral Bond and/or related obligations under First-Out Documents (any Additional First Lien Debt or Additional Collateral Bond and/or related obligations under First-Out Documents, “Additional Secured Debt”) that is not prohibited which will either be (as specified in such Additional Secured Debt Designation) (i) Priority Lien Debt permitted by each applicable Priority Lien Secured Debt Document to be incurred and to be secured with by a Priority Lien equally and ratably with all previously existing and future Priority Lien Debt or (ii) Parity Lien Debt permitted by each applicable Secured Debt Document to be secured with a Parity Lien equally and ratably with all previously existing and future Parity Lien Debt, but subject to the prior payment rights of the holders of all First-Out Obligations and certain other Priority Lien Obligations as set forth in Section 3.4(a); (ii2) specifies the name, name and address and contact information of the Priority Lien Secured Debt Representative for such series of Additional Secured Debt for purposes of this Agreement including Section 7.67.7; (iii3) states that the Company or applicable Grantor Borrower and each other Guarantor has duly authorized, executed (if applicable) and recorded (or caused to be recorded), or agreed to record (or agreed to cause to be recorded), ) in each appropriate governmental office all relevant filings and recordations deemed necessary by Company or the Grantors and the holder of such Additional Secured Debt, or its Priority Lien Representative, to ensure that the Additional Secured Debt will be is secured by the Collateral in accordance with the Priority Lien Security Documents, in each case to the extent and as required by the Priority Lien Security Documents; and (iv4) attaches as Exhibit 1 to such Additional Secured Debt Designation a Reaffirmation Agreement in substantially the form attached as Exhibit 1 to Exhibit A of this Agreement, which Reaffirmation Agreement has been duly executed by the Borrower and each other Guarantor; and (5) states that the Company Borrower has caused a copy of the Additional Secured Debt Designation and the related Collateral Trust Joinder to be delivered to each then existing Priority Lien Representative and that, as applicable, such Additional First Lien Secured Debt shall constitute First Lien Debt for the purposes of this Agreement or such Additional Collateral Bond and/or related obligations under First-Out Documents shall constitute First-Out Obligations for the purposes of this AgreementRepresentative. Although the Company Borrower shall be required to deliver a copy of each Additional Secured Debt Designation and each Collateral Trust Joinder to each then existing Priority Lien Secured Debt Representative, the failure to so deliver a copy of the Additional Secured Debt Designation and/or Collateral Trust Joinder to any then existing Priority Lien Secured Debt Representative shall not affect the status of such debt as Additional Secured Debt, Debt if the other requirements of this Section 3.8 are complied with. Each of the Collateral Trustee and any then existing Secured Debt Representative shall have the right to request that the Borrower shall provide a legal opinion of counsel as to the Additional Secured Debt being secured by a valid and perfected security interest in the Collateral; provided, however, that such legal opinion or opinions need not address any collateral of a type or located in a jurisdiction not previously covered by any legal opinion delivered by or on behalf of the Borrower. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow Company the Borrower or any other Grantor Guarantor to incur additional secured Indebtedness Funded Debt or grant additional Liens unless in each case otherwise permitted by the terms of all applicable Priority Lien Documents. Liens upon the Collateral to secure Additional Secured Debt, shall be created pursuant to the Security Documents that create Liens upon the Collateral to secure the other Priority Lien Obligations; provided that, to the extent required by applicable law, such Liens upon the Collateral to secure Additional Secured Debt may be created pursuant to separate Security Documents, which shall be in substantially the same form as the applicable Security Documents creating the Liens upon the Collateral to secure the other Priority Lien Obligations. Except in respect of Mined Land Under Permit and Other Credit Support, Additional Secured Debt shall not be secured by Liens upon any property of the Grantors unless the other Priority Lien Obligations are also secured by Liens on such property. Additional Secured Debt may be guaranteed by all of the applicable Guarantors, but shall not be guaranteed by any Person that is not a Guarantor. (c) With respect to any Priority Lien Obligations constituting Additional Secured Debt that is issued or incurred after the date hereof, the Company Borrower and each of the other Grantors Guarantors agrees to take such actions (if any) as necessary and as may from time to time reasonably be necessary or requested by the Collateral Trustee, any Priority Lien Representative, any Parity Lien Representative or any Controlling Priority Lien RepresentativeAct of Required Debtholders, and enter into such technical amendments, modifications and/or supplements to the then existing Guarantees and Security Documents (or execute and deliver such additional Security Documents) as necessary and as may from time to time be necessary or reasonably requested by such Persons (including as contemplated by clause (d) below), to ensure that the Additional Secured Debt, as applicable, Debt is secured by, and entitled to the benefits of, the relevant Security Documents, and each Priority Lien Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Collateral Trustee to enter into, any such technical amendments, modifications and/or supplements (and additional Security Documents). The Company Borrower and each other Grantor Guarantor hereby further agrees agree that, if there are any recording, filing or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.8(c) or Section 3.8(d), all such amounts shall be paid by, and shall be for the account of, the Company Borrower and the respective other GrantorsGuarantors, on a joint and several basis. (d) Without limitation of the foregoing, Borrower and each of the other Guarantors agrees to take the following actions with respect to any real property Collateral with respect to all Additional Secured Debt: (1) Borrower and the other applicable Guarantor shall enter into, and deliver to the Collateral Trustee a mortgage modification (each such modification, a “Modification”) or new mortgage or deed of trust with regard to each real property subject to a mortgage or deed of trust (each such mortgage or deed of trust a “Mortgage,” and each such property a “Mortgaged Property”), with such changes as may be required to account for local law matters, at the time of such incurrence, in proper form for recording in all applicable jurisdictions, in a form and substance reasonably satisfactory to the Collateral Trustee, the Controlling Representative and the Borrower and such other Guarantor are jointly and severally liable to pay all filing and recording fees and taxes, documentary stamp taxes and other taxes, charges and fees, if any, necessary for filing or recording in the recording office of each jurisdiction where such real property to be encumbered thereby is situated; and (2) Borrower or the applicable Guarantor will cause to be delivered a local counsel opinion with respect to each such Mortgaged Property in form and substance, and issued by law firms, in each case, reasonably satisfactory to the Collateral Trustee and the Controlling Representative; (e) The Company Borrower shall have the right, right at any time on or after the occurrence of the Discharge of First-Out ObligationsPriority Lien Obligations has occurred, to enter into any First-Out Priority Lien Document evidencing replacement First-Out Obligations so long as the a Priority Lien Debt which incurrence thereof is not prohibited by any Priority Lien the applicable Secured Debt Documents, and to designate such obligations Funded Debt as First-Out Obligations Priority Lien Debt in accordance with Section 3.8(b). At any time from and after the date of such designation pursuant to Section 3.8(b) (the “Reference Date”), subject to compliance with Sections 3.8(c) and (d), the obligations under such First-Out Priority Lien Document shall automatically and without further action be treated as First-Out Obligations Priority Lien Debt for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the Parity Lien Obligations shall be at all times subordinated and junior to such Priority Liens Obligations pursuant to the terms of this Agreement, including with respect to Parity Lien Obligations that were incurred or outstanding on or prior to the Reference Date.

Additional Secured Debt. (a) The Collateral Trustee will, as collateral trustee hereunder, perform its undertakings set forth in Section 3.1(a) with respect to any First Lien each holder of Secured Debt Obligations constituting of a Series of First Lien Secured Debt that is issued or incurred after the date hereof or any First-Out Obligations constituting Additional Collateral Bonds and/or related obligations under First-Out Documents, as applicable, provided after the date hereof; provided that: (i1) such First Lien holds Secured Debt Obligations that are identified as First Junior Lien Debt or such First-Out Obligations are identified as an Additional Collateral Bond and/or related obligations under First-Out Documents Priority Lien Debt in accordance with the procedures set forth in Section 3.8(b); and (ii2) unless such debt or bond is issued under an existing Priority Lien Document for any Series of First Lien signs, through its designated Secured Debt whose First Lien Representative is already party to this Agreement or under an existing Collateral Bond with respect to which the First-Out Representative is already a party to this Agreement, the designated Priority, the designated First Lien Representative identified pursuant to Section 3.8(b) signs ), a Collateral Trust Joinder and promptly delivers the same to the Collateral Trustee. (b) The Company GXS will be permitted to designate as an additional holder of First Lien Secured Debt or First-Out Obligations hereunder each Person who is, or who becomes, the registered holder of First Junior Lien Debt or First-Out Obligations, as applicable, the registered holder of Priority Lien Debt incurred by the Company GXS or any other Grantor after the date of this Agreement in accordance with the terms of all applicable Priority Lien Secured Debt Documents. The Company GXS may only effect such designation by delivering to the Collateral Trustee an Additional Secured Debt Designation stating that: (i1) states that the Company GXS or such other applicable Grantor intends to incur additional First Lien Secured Debt (“Additional First Lien Debt”) or an Additional Collateral Bond and/or related obligations under First-Out Documents (any Additional First Lien Debt or Additional Collateral Bond and/or related obligations under First-Out Documents, ““ Additional Secured Debt”) that is not prohibited which will either be (i) Priority Lien Debt permitted by each applicable Priority Lien Document to be incurred Secured Debt Document, and permitted to be secured with by a Priority Lien equally and ratably with all previously existing and future Priority Lien Debt or (ii) Junior Lien Debt permitted by each applicable Secured Debt Document, and permitted to be secured with a Junior Lien equally and ratably with all previously existing and future Junior Lien Debt, but subject to the prior payment rights of the holders of all First-Out Obligations and certain other Priority Lien Obligations as set forth in Section 3.4(a); (ii2) specifies specifying the name, name and address and contact information of the Priority Lien Secured Debt Representative for such series of Additional Secured Debt (if any) for purposes of Section 7.6;7.7. (iii3) states that the Company or applicable GXS and each other Grantor has duly authorized, executed (if applicable) and recorded (or caused to be recorded), or agreed to record (or agreed to cause to be recorded), ) in each appropriate governmental office all relevant filings and recordations deemed necessary by Company or the Grantors and the holder of such Additional Secured Debt, or its Priority Lien Representative, to ensure that the Additional Secured Debt will be is secured by the Collateral in accordance with the Priority Lien Security Documents; (4) attaching as Exhibit 1 to such Additional Secured Debt Designation a Reaffirmation Agreement duly executed by GXS, each other Grantor and each Guarantor, which Reaffirmation Agreement shall be substantially in each case the form of Exhibit 1 to the extent and as required by the Priority Lien Security DocumentsExhibit A hereto; and (iv5) states that the Company GXS has caused a copy of the Additional Secured Debt Designation and the related Collateral Trust Joinder to be delivered to each then existing Priority Lien Representative and that, as applicable, such Additional First Lien Secured Debt shall constitute First Lien Debt for the purposes of this Agreement or such Additional Collateral Bond and/or related obligations under First-Out Documents shall constitute First-Out Obligations for the purposes of this AgreementRepresentative. Although the Company GXS shall be required to deliver a copy of each Additional Secured Debt Designation and each Collateral Trust Joinder to each then existing Priority Lien Secured Debt Representative, the failure to so deliver a copy of the Additional Secured Debt Designation and/or Collateral Trust Joinder Lien Sharing and Priority Confirmation to any then existing Priority Lien Secured Debt Representative shall not affect the status of such debt as Additional Secured Debt, Debt if the other requirements of this Section 3.8 are complied with. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow Company GXS or any other Grantor to incur additional secured Indebtedness or Liens unless otherwise permitted by the terms of all applicable Priority Lien Documents. Liens upon the Collateral to secure Additional Secured Debt, shall be created pursuant to the Security Documents that create Liens upon the Collateral to secure the other Priority Lien Obligations; provided that, to the extent required by applicable law, such Liens upon the Collateral to secure Additional Secured Debt may be created pursuant to separate Security Documents, which shall be in substantially the same form as the applicable Security Documents creating the Liens upon the Collateral to secure the other Priority Lien Obligations. Except in respect of Mined Land Under Permit and Other Credit Support, Additional Secured Debt shall not be secured by Liens upon any property of the Grantors unless the other Priority Lien Obligations are also secured by Liens on such property. Additional Secured Debt may be guaranteed by all of the applicable Guarantors, but shall not be guaranteed by any Person that is not a Guarantor. (c) With respect to any Priority Lien Obligations constituting Additional Secured Debt that is issued or incurred after the date hereof, the Company and each of the other Grantors agrees to take such actions (if any) as necessary and as may from time to time reasonably be requested by the Collateral Trustee, any Priority Lien Representative or any Controlling Priority Lien Representative, and enter into such technical amendments, modifications and/or supplements to the then existing Guarantees and Security Documents (or execute and deliver such additional Security Documents) as necessary and as may from time to time be reasonably requested by such Persons (including as contemplated by clause (d) below), to ensure that the Additional Secured Debt, as applicable, is secured by, and entitled to the benefits of, the Security Documents, and each Priority Lien Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Collateral Trustee to enter into, any such technical amendments, modifications and/or supplements (and additional Security Documents). The Company and each other Grantor hereby further agrees that, if there are any recording, filing or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.8(c), all such amounts shall be paid by, and shall be for the account of, the Company and the respective other Grantors, on a joint and several basis. (d) The Company shall have the right, at any time on or after the occurrence of the Discharge of First-Out Obligations, to enter into any First-Out Document evidencing replacement First-Out Obligations so long as the incurrence thereof is not prohibited by any Priority Lien Documents, and to designate such obligations as First-Out Obligations in accordance with Section 3.8(b). At any time from and after the date of such designation pursuant to Section 3.8(b), subject to compliance with Sections 3.8(c), the obligations under such First-Out Document shall automatically and without further action be treated as First-Out Obligations for all purposes of this Agreement.

Additional Secured Debt. (a) The Collateral Trustee will, as collateral trustee hereunder, also perform its undertakings set forth in Section 3.1(a3.1(b) with respect to any First Lien each holder of Secured Obligations constituting a Series of First Lien Debt that is issued or incurred after the date hereof or any First-Out Obligations constituting Additional Collateral Bonds and/or related obligations under First-Out Documents, as applicable, provided after the date hereof; provided that: : (i) such First Lien Obligations are of a Series of Secured Debt that is identified as First Second Lien Debt or such First-Out Obligations are identified as an Additional Collateral Bond and/or related obligations under First-Out Documents Priority Lien Debt in accordance with the procedures set forth in Section 3.8(b); and ) and (ii) unless such debt or bond is issued under an existing Priority Lien Document for any Series of First Lien that signs, through its designated Secured Debt whose First Lien Representative is already party to this Agreement or under an existing Collateral Bond with respect to which the First-Out Representative is already a party to this Agreement, the designated Priority, the designated First Lien Representative identified pursuant to Section 3.8(b) signs ), a Collateral Trust Joinder and promptly delivers the same to the Collateral Trustee. Notwithstanding the foregoing, (x) the incurrence of revolving credit obligations under commitments that have previously been designated as Secured Debt under the Existing Collateral Trust Agreement and (y) the issuance of letters of credit and incurrence of reimbursement obligations in respect thereof under commitments that have previously been designated as Secured Debt under the Existing Collateral Trust Agreement, including the “Credit Agreement Obligations” as defined in the Existing Collateral Trust Agreement, constitutes and will continue to constitute automatically and without any further action Secured Debt and Priority Lien Debt (and to the extent of any Excess Credit Agreement Obligations, if any, Second Lien Debt) and shall not require compliance with the procedures set forth in Section 3.8(b). (b) The Company will or other applicable Obligor shall be permitted to designate as an additional holder Indebtedness, including any Refinancing of First Lien Debt the Credit Agreement, whether incurred prior to, on or First-Out Obligations hereunder each Person who is, or who becomes, the registered holder of First Lien Debt or First-Out Obligations, as applicable, incurred by the Company or any other Grantor after the date of this Agreement Agreement, as additional Secured Debt hereunder; provided that in accordance with the terms case of all applicable Priority Lien DocumentsDebt or Second Lien Debt, as applicable, represented by Commodity Hedging Agreements, the designation of additional Secured Debt as such must be permitted by Section 3.8(c). The Company or other applicable Obligor may only effect such designation by delivering to the Collateral Trustee an Additional Trustee, with copies to each previously identified Secured Debt Designation thatRepresentative, each of the following: (i) states that An Officers’ Certificate stating that: (A) the Company or such other applicable Grantor Obligor intends to incur designate additional First Indebtedness as Secured Debt and identifying such Secured Debt as either (x) Priority Lien Debt (“Additional First and in the case of Priority Lien Debt”, as either Priority Lien DFBM Obligations or Priority Lien Commodity Hedging Obligations and, if such Indebtedness Refinances the Credit Agreement, whether such Indebtedness is to be the Credit Agreement hereunder, or (y) Second Lien Debt, and in the case of Second Lien Debt, as either Second Lien DFBM Obligations or an Additional Second Lien Commodity Hedging Obligations; (B) after taking into account the effects of any Designated Collateral Bond and/or related obligations under First-Out Documents (any Additional First Lien Debt or Additional Collateral Bond and/or related obligations under First-Out Documents, “Additional Designated Obligations with respect to such Series of Secured Debt”, (x) that is in the case of additional Priority Lien Debt, such Indebtedness, when incurred, and the Liens in respect thereof, was not prohibited by each applicable Priority Lien Document any agreement governing Secured Debt (to be incurred and the extent then in effect) to be secured with a Priority Lien equally on an Equal and ratably Ratable basis with all previously existing Priority Lien Debt and future which, when incurred and after giving pro forma effect to the incurrence of such Priority Lien Debt, but subject the Liens in respect thereof and the application of the proceeds therefrom, is in an aggregate principal amount that is not prohibited by the terms of the Secured Debt Documents then in effect or (y) in the case of additional Second Lien Debt, such Indebtedness, when incurred, and the Liens in respect thereof, was not prohibited by any agreement governing Secured Debt (to the prior payment rights extent then in effect) to be secured with a Second Lien on a junior basis to all existing Priority Lien Debt and on an Equal and Ratable basis with all existing Second Lien Debt and which, when incurred and after giving pro forma effect to the incurrence of such Second Lien Debt, the Liens in respect thereof and the application of the holders proceeds therefrom (if any), is in an aggregate principal amount that is not prohibited by the terms of all First-Out Obligations and certain other Priority Lien Obligations as set forth any Secured Debt Document then in Section 3.4(a)effect; (iiC) specifies after giving pro forma effect to the nameincurrence of such additional Secured Debt, address the Liens in respect thereof and contact information the application of the proceeds therefrom (if any), no Secured Debt Default shall have occurred and be continuing in respect of any Priority Lien Representative Debt for such series Borrowed Money or Second Lien Debt for Borrowed Money and, to the best of Additional the signatory’s knowledge after due inquiry, no event or condition shall have occurred which could reasonably be expected to result in a Secured Debt Default in respect of any Priority Lien Debt or Second Lien Debt for purposes of Section 7.6Borrowed Money; (iiiD) states that each Borrower and each of the Company or applicable Grantor other Obligors has duly authorized, executed (if applicable) and recorded (or caused to be recorded), or agreed to record (or agreed to cause to be recorded), recorded in each appropriate governmental office offices all relevant documents, filings and recordations deemed necessary by Company or the Grantors and the holder of such Additional Secured Debt, or its Priority Lien Representative, to ensure that the Additional Secured Debt will be such Obligations are secured by the Collateral in accordance with the Priority Lien Security Documents, in each case to the extent and as required by the Priority Lien Security DocumentsCollateral; and (ivE) states if any of the Obligations with respect to such additional Secured Debt constitute Unsecured Obligations or are secured by Designated Collateral, identifying the portion of such Obligations constituting Unsecured Obligations and/or the Designated Collateral securing such Obligations; (ii) evidence that the Company Officers’ Certificate delivered pursuant to clause (i) above has caused a copy been duly authorized by the Board of Directors of the Additional Company and has been duly executed and delivered (which evidence may be in the form of an opinion provided by the General Counsel or an Assistant General Counsel of the Company and shall include such other documentation reasonably requested by the Collateral Trustee); and (iii) a written notice specifying the name and address of the Secured Debt Designation and the related Collateral Trust Joinder to be delivered to each then existing Priority Lien Representative and that, as applicable, for such Additional First Lien Debt shall constitute First Lien series of additional Secured Debt for the purposes of this Agreement or such Additional Collateral Bond and/or related obligations under First-Out Documents shall constitute First-Out Obligations for the purposes of this Agreement. Although the Company shall be required to deliver a copy of each Additional Secured Debt Designation and each Collateral Trust Joinder to each then existing Priority Lien Representative, the failure to so deliver a copy of the Additional Secured Debt Designation and/or Collateral Trust Joinder to any then existing Priority Lien Representative shall not affect the status of such debt as Additional Secured Debt, if the other requirements of this Section 3.8 are complied with7.5. Notwithstanding the foregoingforegoing or anything else in this Agreement to the contrary, nothing in this Agreement will shall be construed to (x) allow Company any Borrower or any other Grantor Obligor to incur additional secured Indebtedness or to designate such Indebtedness as Priority Lien Debt or Second Lien Debt entitled to the security and other benefits of this Agreement or (y) entitle the holders of any such Indebtedness to any benefits as Secured Debt hereunder unless such incurrence and, if applicable, such designation are otherwise permitted by the terms of all the applicable Priority Lien Documents. Liens upon the Collateral to secure Additional Secured Debt, shall be created pursuant to the Security Documents that create Liens upon the Collateral to secure the other Priority Lien Obligations; provided that, to the extent required by applicable law, such Liens upon the Collateral to secure Additional Secured Debt may be created pursuant to separate Security Documents, which shall be in substantially the same form as the applicable Security Documents creating the Liens upon the Collateral to secure the other Priority Lien Obligations. Except in respect of Mined Land Under Permit and Other Credit Support, Additional Secured Debt shall not be secured by Liens upon any property of the Grantors unless the other Priority Lien Obligations are also secured by Liens on such property. Additional Secured Debt may be guaranteed by all of the applicable Guarantors, but shall not be guaranteed by any Person that is not a Guarantor. (c) With respect The Company and the other Obligors shall be entitled to any designate persons who hold Priority Lien Obligations constituting Additional Secured Debt that is issued or incurred after the date hereof, the Company and each of the other Grantors agrees to take such actions (if any) as necessary and as may from time to time reasonably be requested by the Collateral Trustee, any Priority Second Lien Representative or any Controlling Priority Lien Representative, and enter into such technical amendments, modifications and/or supplements to the then existing Guarantees and Security Documents (or execute and deliver such additional Security Documents) as necessary and as may from time to time be reasonably requested by such Persons (including as contemplated by clause (d) below), to ensure that the Additional Secured Debt, as applicable, represented by Commodity Hedging Agreements that are Capacity Commodity Hedging Agreements (in their capacity as such) as additional Secured Debtholders pursuant to Section 3.8(a) if and only to the extent that, as of the date such Lien is secured byto be granted, the net amount, as more fully described below, of electric power generation capacity represented by all Capacity Commodity Hedging Agreements, the Obligations with respect to which constitute Priority Lien Debt or Second Lien Debt (including the proposed new Capacity Commodity Hedging Agreement(s)) is no greater than (i) 80% of the aggregate Available Baseload Capacity plus 10% of the Non-Baseload Capacity for all monthly periods covered by such proposed new Capacity Commodity Hedging Agreement(s) not to exceed 60 monthly periods, (ii) 60% of the aggregate Available Baseload Capacity for all monthly periods covered by such proposed new Capacity Commodity Hedging Agreement(s) in excess of 60 monthly periods but not to exceed 72 monthly periods, (iii) 40% of the aggregate Available Baseload Capacity for all monthly periods covered by such proposed new Capacity Commodity Hedging Agreement(s) in excess of 72 monthly periods but not to exceed 84 monthly periods, and entitled to the benefits of, the Security Documents, and each Priority Lien Secured Party (by its acceptance iv) 20% of the benefits hereofaggregate Available Baseload Capacity for all monthly periods covered by such proposed new Capacity Commodity Hedging Agreement(s) hereby agrees to, and authorizes in excess of 84 monthly periods. Except as provided in the Collateral Trustee to enter into, any such technical amendments, modifications and/or supplements (and additional Security Documents). The Company and each other Grantor hereby further agrees that, if there are any recording, filing or other similar fees payable in connection with any foregoing provisions of the actions to be taken pursuant to this Section 3.8(c), all such amounts no other persons who hold Indebtedness represented by Commodity Hedging Agreements (in their capacity as such) may be designated as additional Secured Debtholders pursuant to Section 3.8(a). For purposes of determining the “net amount” in this Section 3.8(c), a transaction shall be paid bytreated as nettable to the extent that it is entered into under an industry standard agreement (including an ISDA Master Agreement, EEI Master Purchase and shall be for the account of, Sale Agreement or a long form confirmation incorporating an industry standard master agreement by reference) that provides the Company and or any Subsidiary with the respective other Grantors, on right to net transactions in the event of a joint and several basiscounterparty default or bankruptcy or insolvency in respect of which agreement the Company has a reasonable basis to believe that such netting terms would be enforceable against the Company’s or such Subsidiary’s counterparty even in the event of a bankruptcy or insolvency of such counterparty. (d) The Company Borrowers shall have the right, right at any time on or after the occurrence of the Discharge of First-Out ObligationsPriority Lien Obligations has occurred, to enter into any First-Out Priority Lien Document evidencing replacement First-Out Obligations so long as a Priority Lien Debt the incurrence thereof of which is not prohibited by any Priority Lien the applicable Secured Debt Documents, and to designate such obligations Indebtedness as First-Out Obligations Priority Lien Debt in accordance with Section 3.8(b). At any time from and after the date of such designation pursuant to Section 3.8(b), subject to compliance with Sections 3.8(c) (the “Reference Date”), the obligations under such First-Out Priority Lien Document shall automatically and without further action be treated as First-Out Obligations Priority Lien Debt for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the Second Lien Obligations shall be at all times subordinated and junior to such Priority Liens Obligations pursuant to the terms of this Agreement, including with respect to Second Lien Obligations that were incurred or outstanding on or prior to the Reference Date.

Additional Secured Debt. (a) The Collateral Trustee will, as collateral trustee hereunder, perform its undertakings set forth in Section 3.1(a) with respect to any First Lien each holder of Secured Obligations constituting of a Series of First Lien Secured Debt that is issued or incurred after the date hereof or any First-Out Obligations constituting Additional Collateral Bonds and/or related obligations under First-Out Documents, as applicable, provided after the date hereof; provided that: (i1) such First Lien holds Secured Obligations that are identified as First Priority Lien Obligations or Junior Lien Debt or such First-Out Obligations are identified as an Additional Collateral Bond and/or related obligations under First-Out Documents in accordance with the procedures set forth in Section 3.8(b); and (ii2) unless such debt or bond is issued under an existing Priority Lien Document for any Series of First Lien signs, through its designated Secured Debt whose First Lien Representative is already party to this Agreement or under an existing Collateral Bond with respect to which the First-Out Representative is already a party to this Agreement, the designated Priority, the designated First Lien Representative identified pursuant to Section 3.8(b) signs ), a Collateral Trust Joinder and promptly delivers the same to the Collateral Trustee. (b) The Company Satmex will be permitted to designate as an additional holder of First Lien Debt or First-Out Secured Obligations hereunder each Person who is, or who becomes, the registered holder of First Priority Lien Obligations or the registered holder of Junior Lien Debt or First-Out Obligations, as applicable, incurred by the Company or any other Grantor Satmex after the date of this Agreement in accordance with the terms of all applicable Priority Lien Secured Debt Documents. The Company Satmex may only effect such designation by delivering to the Collateral Trustee an Additional Secured Debt Designation thatstating: (i1) states that the Company or other applicable Grantor Satmex intends to incur additional First Lien Secured Debt (“Additional First Lien Debt”) or an Additional Collateral Bond and/or related obligations under First-Out Documents (any Additional First Lien Debt or Additional Collateral Bond and/or related obligations under First-Out Documents, “Additional Secured Debt”) that is not prohibited which will either be (i) Priority Lien Obligations permitted by each applicable Priority Lien Secured Debt Document to be incurred and to be secured with by a Priority Lien equally and ratably with all previously existing and future Priority Lien Obligations or (ii) Junior Lien Debt permitted by each applicable Secured Debt Document to be secured with a Junior Lien equally and ratably with all previously existing and future Junior Lien Debt, but subject to the prior payment rights of the holders of all First-Out Obligations and certain other Priority Lien Obligations as set forth in Section 3.4(a); (ii2) specifies the name, name and address and contact information of the Priority Lien Secured Debt Representative for such series of Additional Secured Debt for purposes of Section 7.6;7.7. (iii3) states that the Company or applicable Grantor Satmex and each Guarantor has duly authorized, executed (if applicable) and recorded (or caused to be recorded), or agreed to record (or agreed to cause to be recorded), ) in each appropriate governmental office all relevant filings and recordations deemed necessary by Company or the Grantors and the holder of such Additional Secured Debt, or its Priority Lien Representative, to ensure that the Additional Secured Debt will be is secured by the Collateral in accordance with the Priority Lien Security Documents; (4) that attached as Exhibit 1 to such Additional Secured Debt Designation is a Reaffirmation Agreement duly executed by Satmex and each Guarantor, which Reaffirmation Agreement shall be substantially in each case the form of Exhibit 1 to the extent and as required by the Priority Lien Security DocumentsExhibit A hereto; and (iv5) states that the Company Satmex has caused a copy of the Additional Secured Debt Designation and the related Collateral Trust Joinder to be delivered to each then existing Priority Lien Representative and that, as applicable, such Additional First Lien Secured Debt shall constitute First Lien Debt for the purposes of this Agreement or such Additional Collateral Bond and/or related obligations under First-Out Documents shall constitute First-Out Obligations for the purposes of this AgreementRepresentative. Although the Company Satmex shall be required to deliver a copy of each Additional Secured Debt Designation and each Collateral Trust Joinder to each then existing Priority Lien Secured Debt Representative, the failure to so deliver a copy of the Additional Secured Debt Designation and/or Collateral Trust Joinder to any then existing Priority Lien Representative Secured Debt Representatives shall not affect the status of such debt as Additional Secured Debt, Debt if the other requirements of this Section 3.8 are complied with. Each of the Collateral Trustee and the other then existing Secured Debt Representative shall have the right to receive from Satmex an Opinion of Counsel as to the Additional Secured Debt being secured by a valid and perfected security interest; provided, however, that such legal opinion or opinions need not address any collateral of a type or located in a jurisdiction not previously covered by any legal opinion delivered by or on behalf of Satmex. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow Company Satmex or any other Grantor Guarantor to incur additional secured Indebtedness unless otherwise permitted by the terms of all applicable Priority Lien Documents. Liens upon the Collateral to secure Additional Secured Debt, shall be created pursuant to the Security Documents that create Liens upon the Collateral to secure the other Priority Lien Obligations; provided that, to the extent required by applicable law, such Liens upon the Collateral to secure Additional Secured Debt may be created pursuant to separate Security Documents, which shall be in substantially the same form as the applicable Security Documents creating the Liens upon the Collateral to secure the other Priority Lien Obligations. Except in respect of Mined Land Under Permit and Other Credit Support, Additional Secured Debt shall not be secured by Liens upon any property of the Grantors unless the other Priority Lien Obligations are also secured by Liens on such property. Additional Secured Debt may be guaranteed by all of the applicable Guarantors, but shall not be guaranteed by any Person that is not a Guarantor. (c) With respect to any Priority Lien Obligations constituting Additional Secured Debt that is issued or incurred after the date hereof, the Company and each of the other Grantors agrees to take such actions (if any) as necessary and as may from time to time reasonably be requested by the Collateral Trustee, any Priority Lien Representative or any Controlling Priority Lien Representative, and enter into such technical amendments, modifications and/or supplements to the then existing Guarantees and Security Documents (or execute and deliver such additional Security Documents) as necessary and as may from time to time be reasonably requested by such Persons (including as contemplated by clause (d) below), to ensure that the Additional Secured Debt, as applicable, is secured by, and entitled to the benefits of, the Security Documents, and each Priority Lien Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Collateral Trustee to enter into, any such technical amendments, modifications and/or supplements (and additional Security Documents). The Company and each other Grantor hereby further agrees that, if there are any recording, filing or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.8(c), all such amounts shall be paid by, and shall be for the account of, the Company and the respective other Grantors, on a joint and several basis. (d) The Company shall have the right, at any time on or after the occurrence of the Discharge of First-Out Obligations, to enter into any First-Out Document evidencing replacement First-Out Obligations so long as the incurrence thereof is not prohibited by any Priority Lien Documents, and to designate such obligations as First-Out Obligations in accordance with Section 3.8(b). At any time from and after the date of such designation pursuant to Section 3.8(b), subject to compliance with Sections 3.8(c), the obligations under such First-Out Document shall automatically and without further action be treated as First-Out Obligations for all purposes of this Agreement.

Additional Secured Debt. (a) The Collateral Trustee will, as collateral trustee hereunder, perform its undertakings set forth in Section 3.1(a) with respect to any First Lien each holder of Secured Obligations constituting of a Series of First Lien Secured Debt that is issued or incurred after the date hereof or any First-Out Obligations constituting Additional Collateral Bonds and/or related obligations under First-Out Documents, as applicable, provided after the date hereof; provided that: that (i) such First Lien holds Secured Obligations that are identified as First a holder of Parity Lien Debt or such First-Out Obligations are identified as an Additional Collateral Bond and/or related obligations under First-Out Documents Priority Lien Debt in accordance with the procedures set forth in Section 3.8(b); and ) and (ii) unless such debt or bond is issued under an existing Priority Lien Document for any Series of First Lien signs, through its designated Secured Debt whose First Lien Representative is already party to this Agreement or under an existing Collateral Bond with respect to which the First-Out Representative is already a party to this Agreement, the designated Priority, the designated First Lien Representative identified pursuant to Section 3.8(b) signs ), a Collateral Trust Joinder and promptly delivers the same to the Collateral TrusteeJoinder. (b) The Company will or other applicable Obligor shall be permitted to designate as an additional holder of First Lien Debt or First-Out Obligations Secured Debtholders hereunder each Person who is, or who becomes, the registered holder of First Parity Lien Debt or First-Out Obligations, as applicable, the holder of Priority Lien Debt incurred by the Company or any such other Grantor Obligor after the date of this Agreement in accordance with the terms of the Secured Debt Documents; provided that for purposes of this Section 3.8, all applicable extensions of credit under the Credit Agreement (including issuances of letters of credit) shall be deemed to be incurred on the date hereof so that no such further designation shall be required to be made so that all such extensions of credit under the Credit Agreement (regardless when made or incurred) shall be deemed Priority Lien DocumentsDebt. The Company or other applicable Obligor may only effect such designation by delivering to the Collateral Trustee an Additional Trustee, with copies to each previously identified Secured Debt Designation thatRepresentative, each of the following: (i) states that An officer’s certificate of the Company stating that: (A) the Company or such other applicable Grantor Obligor intends to incur additional First Lien Secured Debt (“Additional First Lien Debt”) or an Additional Collateral Bond and/or related obligations under First-Out Documents (any Additional First Lien Debt or Additional Collateral Bond and/or related obligations under First-Out Documents, “Additional New Secured Debt”) that is not prohibited which shall either be (x) Priority Lien Debt permitted by each applicable Priority Lien Document to be incurred and agreement governing Secured Debt to be secured with a Priority Lien equally and ratably on a pari passu basis with all previously existing and future Priority Lien DebtDebt and which, but subject when incurred and after giving pro forma effect to the prior payment rights incurrence of such Priority Lien Debt and the application of the holders proceeds therefrom, shall be in an aggregate principal amount that is permitted by the terms of the Secured Debt Documents or (y) Parity Lien Debt permitted by each agreement governing Secured Debt to be secured with a Parity Lien on a pari passu basis with all First-Out Obligations previously existing Parity Lien Debt and certain other Priority which, when incurred and after giving pro forma effect to the incurrence of such Parity Lien Obligations as set forth Debt and the application of the proceeds therefrom, shall be in Section 3.4(a)an aggregate principal amount that is permitted by the terms of each Secured Debt Document; and (B) after giving pro forma effect to the incurrence of such New Secured Debt and the application of the proceeds therefrom, no Secured Debt Default shall have occurred and be continuing and, to the best of the signatory’s knowledge after due inquiry, no event or condition shall have occurred which could reasonably be expected to result in a Secured Debt Default; (ii) specifies the name, address and contact information of the Priority Lien Representative for such series of Additional Secured Debt for purposes of Section 7.6; (iii) states evidence that the Company or applicable Grantor such other Obligor has duly authorized, executed (if applicable) and recorded (or caused to be recorded), or agreed to record (or agreed to cause to be recorded), ) in each appropriate governmental office all relevant filings and recordations deemed necessary by Company or the Grantors and the holder of such Additional Secured Debt, or its Priority Lien Representative, to ensure that the Additional New Secured Debt will be is secured by the Collateral in accordance with Collateral; (iii) evidence that the Priority Lien Security Documents, in each case officer’s certificate delivered pursuant to the extent and as required clause (i) above has been duly authorized by the Priority Lien Security DocumentsBoard of Directors of the Company and has been duly executed and delivered; and (iv) states that a written notice specifying the Company has caused a copy name and address of the Additional Secured Debt Designation and the related Collateral Trust Joinder to be delivered to each then existing Priority Lien Representative and that, as applicable, for such Additional First Lien Debt shall constitute First Lien series of New Secured Debt for the purposes of this Agreement or such Additional Collateral Bond and/or related obligations under First-Out Documents shall constitute First-Out Obligations for the purposes of this Agreement. Although the Company shall be required to deliver a copy of each Additional Secured Debt Designation and each Collateral Trust Joinder to each then existing Priority Lien Representative, the failure to so deliver a copy of the Additional Secured Debt Designation and/or Collateral Trust Joinder to any then existing Priority Lien Representative shall not affect the status of such debt as Additional Secured Debt, if the other requirements of this Section 3.8 are complied with7.5. Notwithstanding the foregoing, nothing in this Agreement will shall be construed to allow the Company or any other Grantor Obligor to incur additional secured Indebtedness unless otherwise permitted by the terms of all applicable Priority Lien Documents. Liens upon the Collateral to secure Additional Secured Debt, shall be created pursuant to the Security Documents that create Liens upon the Collateral to secure the other Priority Lien Obligations; provided that, to the extent required by applicable law, such Liens upon the Collateral to secure Additional Secured Debt may be created pursuant to separate Security Documents, which shall be in substantially the same form as the applicable Security Documents creating the Liens upon the Collateral to secure the other Priority Lien Obligations. Except in respect of Mined Land Under Permit and Other Credit Support, Additional Secured Debt shall not be secured by Liens upon any property of the Grantors unless the other Priority Lien Obligations are also secured by Liens on such property. Additional Secured Debt may be guaranteed by all of the applicable Guarantors, but shall not be guaranteed by any Person that is not a Guarantor. (c) With respect to any Priority Lien Obligations constituting Additional Secured Debt that is issued or incurred after the date hereof, the Company and each of the other Grantors agrees to take such actions (if any) as necessary and as may from time to time reasonably be requested by the Collateral Trustee, any Priority Lien Representative or any Controlling Priority Lien Representative, and enter into such technical amendments, modifications and/or supplements to the then existing Guarantees and Security Documents (or execute and deliver such additional Security Documents) as necessary and as may from time to time be reasonably requested by such Persons (including as contemplated by clause (d) below), to ensure that the Additional Secured Debt, as applicable, is secured by, and entitled to the benefits of, the Security Documents, and each Priority Lien Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Collateral Trustee to enter into, any such technical amendments, modifications and/or supplements (and additional Security Documents). The Company and each other Grantor hereby further agrees that, if there are any recording, filing or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.8(c), all such amounts shall be paid by, and shall be for the account of, the Company and the respective other Grantors, on a joint and several basis. (d) The Company shall have the right, at any time on or after the occurrence of the Discharge of First-Out Obligations, to enter into any First-Out Document evidencing replacement First-Out Obligations so long as the incurrence thereof is not prohibited by any Priority Lien Documents, and to designate such obligations as First-Out Obligations in accordance with Section 3.8(b). At any time from and after the date of such designation pursuant to Section 3.8(b), subject to compliance with Sections 3.8(c), the obligations under such First-Out Document shall automatically and without further action be treated as First-Out Obligations for all purposes of this Agreement.

Additional Secured Debt. (a) The Collateral Trustee Agent will, as collateral trustee agent hereunder, perform its undertakings set forth in Section 3.1(a) this Agreement with respect to any First Lien Obligations constituting a Series of First Lien Secured Debt that is issued or incurred after the date hereof or any First-Out Obligations constituting Additional Collateral Bonds and/or related obligations under First-Out Documents, as applicable, provided after the date hereof; provided thatif: (i1) such First Lien Obligations are Secured Debt is identified as First Junior Lien Debt or such First-Out Obligations are identified as an Additional Collateral Bond and/or related obligations under First-Out Documents Priority Lien Debt in accordance with the procedures set forth in Section 3.8(b); and (ii2) unless such debt or bond Secured Debt is issued under an existing Priority Lien Secured Debt Document for any Series of First Lien Secured Debt whose First Lien Secured Debt Representative is already party to this Agreement or under an existing Collateral Bond with respect to which the First-Out Representative is already a party to this Agreement, the designated Priority, the designated First Lien Secured Debt Representative identified pursuant to Section 3.8(b) signs a Collateral Trust Agency Joinder and promptly delivers the same to the Collateral TrusteeAgent. Notwithstanding the foregoing, (x) the incurrence of revolving credit obligations under commitments that have previously been designated as Secured Debt and (y) the issuance of letters of credit and incurrence of reimbursement obligations in respect thereof under commitments that have previously been designated as Secured Debt, shall automatically constitute Secured Debt and shall not require compliance with the procedures set forth in Section 3.8(b). (b) The Company Issuers will be permitted to designate as an additional holder of First Lien Secured Debt or First-Out Obligations hereunder each Person who is, or who becomes, the registered holder of First Lien any Funded Debt or First-Out Obligations, as applicable, that is incurred by the Company or any other Grantor after the date of this Agreement in accordance with the terms of all applicable Priority Lien Secured Debt Documents. The Company Issuers may only effect such designation by delivering to the Collateral Trustee Agent an Additional Secured Debt Designation that: (i1) states that the Company or other applicable Grantor intends to incur additional First Lien Secured Debt (“Additional First Lien Debt”) or an Additional Collateral Bond and/or related obligations under First-Out Documents (any Additional First Lien Debt or Additional Collateral Bond and/or related obligations under First-Out Documents, “Additional Secured Debt”) that is which will either be (as specified in such Additional Secured Debt Designation) (i) Priority Lien Debt not prohibited by each applicable Priority Lien any Secured Debt Document to be incurred and to be secured with by a Priority Lien equally and ratably with all previously existing and future Priority Lien Debt or (ii) Junior Lien Debt not prohibited by any Secured Debt Document to be incurred and secured with a Junior Lien equally and ratably with all previously existing and future Junior Lien Debt, but subject to the prior payment rights of the holders of all First-Out Obligations and certain other Priority Lien Obligations as set forth in Section 3.4(a); (ii2) specifies the name, name and address and contact information of the Priority Lien Secured Debt Representative for such series of Additional Secured Debt for purposes of this Agreement including Section 7.67.7; (iii3) states that the Company or applicable each Issuer and each other Grantor has duly authorized, executed (if applicable) and recorded (or caused to be recorded), or agreed to record (or agreed to cause to be recorded), ) in each appropriate governmental office all relevant filings and recordations deemed necessary by Company or the Grantors and the holder of such Additional Secured Debt, or its Priority Lien Representative, to ensure that the Additional Secured Debt will be is secured by the Collateral in accordance with the Priority Lien Security Documents; (4) attaches as Exhibit 1 to such Additional Secured Debt Designation a Reaffirmation Agreement in substantially the form attached as Exhibit 1 to Exhibit A of this Agreement, in each case to the extent and as required which Reaffirmation Agreement has been duly executed by the Priority Lien Security DocumentsIssuers and each other Grantor and Guarantor; and (iv5) states that the Company has Issuers have caused a copy of the Additional Secured Debt Designation and the related Collateral Trust Agency Joinder to be delivered to each then existing Priority Lien Representative and that, as applicable, such Additional First Lien Secured Debt shall constitute First Lien Debt for the purposes of this Agreement or such Additional Collateral Bond and/or related obligations under First-Out Documents shall constitute First-Out Obligations for the purposes of this AgreementRepresentative. Although the Company Issuers shall be required to deliver a copy of each Additional Secured Debt Designation and each Collateral Trust Agency Joinder to each then existing Priority Lien Secured Debt Representative, the failure to so deliver a copy of the Additional Secured Debt Designation and/or Collateral Trust Agency Joinder to any then existing Priority Lien Secured Debt Representative shall not affect the status of such debt as Additional Secured Debt, Debt if the other requirements of this Section 3.8 are complied with. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow Company the Issuers or any other Grantor to incur additional secured Indebtedness unless permitted Funded Debt or Liens if prohibited by the terms of all applicable Priority Lien Documents. Liens upon the Collateral to secure Additional Secured Debt, shall be created pursuant to the Security Documents that create Liens upon the Collateral to secure the other Priority Lien Obligations; provided that, to the extent required by applicable law, such Liens upon the Collateral to secure Additional any Secured Debt may be created pursuant to separate Security Documents, which shall be in substantially the same form as the applicable Security Documents creating the Liens upon the Collateral to secure the other Priority Lien Obligations. Except in respect of Mined Land Under Permit and Other Credit Support, Additional Secured Debt shall not be secured by Liens upon any property of the Grantors unless the other Priority Lien Obligations are also secured by Liens on such property. Additional Secured Debt may be guaranteed by all of the applicable Guarantors, but shall not be guaranteed by any Person that is not a Guarantor. (c) With respect to any Priority Lien Obligations constituting Additional Secured Debt that is issued or incurred after the date hereof, the Company each Issuer and each of the other Grantors agrees to take such actions (if any) as necessary and as may from time to time reasonably be requested by the Collateral TrusteeAgent, any Priority Lien Representative, any Junior Lien Representative or any Controlling Priority Lien RepresentativeAct of Required Secured Parties, and enter into such technical amendments, modifications and/or supplements to the then existing Guarantees and Security Documents (or execute and deliver such additional Security Documents) as necessary and as may from time to time be reasonably requested by such Persons (including as contemplated by clause (d) below)Persons, to ensure that the Additional Secured Debt, as applicable, Debt is secured by, and entitled to the benefits of, the relevant Security Documents, and each Priority Lien Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Collateral Trustee Agent to enter into, any such technical amendments, modifications and/or supplements (and additional Security Documents). The Company Each Issuer and each other Grantor hereby further agrees agree that, if there are any recording, filing or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.8(c), all such amounts shall be paid by, and shall be for the account of, the Company Issuers and the respective other Grantors, on a joint and several basis. (d) The Company Grantors shall have the right, right at any time on or after the occurrence of the Discharge of First-Out ObligationsPriority Lien Obligations has occurred, to enter into any First-Out Priority Lien Document evidencing replacement First-Out Obligations so long as the a Priority Lien Debt which incurrence thereof is not prohibited by any Priority Lien the applicable Secured Debt Documents, and to designate such obligations Funded Debt as First-Out Obligations Priority Lien Debt in accordance with Section 3.8(b). At any time from and after the date of such designation pursuant to Section 3.8(b) (the “Reference Date”), subject to compliance with Sections Section 3.8(c), the obligations under such First-Out Priority Lien Document shall automatically and without further action be treated as First-Out Obligations Priority Lien Debt for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the Junior Lien Obligations shall be at all times subordinated and junior to such Priority Liens Obligations pursuant to the terms of this Agreement, including with respect to Junior Lien Obligations that were incurred or outstanding on or prior to the Reference Date.

Additional Secured Debt. (a) The Collateral Trustee will, as collateral trustee hereunder, perform its undertakings set forth in Section 3.1(a) with respect to any First Lien each holder of Secured Obligations constituting of a Series of First Lien Secured Debt that is issued or incurred after the date hereof or any First-Out Obligations constituting Additional Collateral Bonds and/or related obligations under First-Out Documents, as applicable, provided after the date hereof; provided that: (i1) such First Lien holds Secured Obligations that are identified as First Parity Lien Debt or such First-Out Obligations are identified as an Additional Collateral Bond and/or related obligations under First-Out Documents Priority Lien Debt in accordance with the procedures set forth in Section 3.8(b); and (ii2) unless such debt or bond is issued under an existing Priority Lien Document for any Series of First Lien signs, through its designated Secured Debt whose First Lien Representative is already party to this Agreement or under an existing Collateral Bond with respect to which the First-Out Representative is already a party to this Agreement, the designated Priority, the designated First Lien Representative identified pursuant to Section 3.8(b) signs ), a Collateral Trust Joinder and promptly delivers the same to the Collateral TrusteeJoinder. (b) The Company Borrower or other applicable Obligor will be permitted to designate as an additional holder of First Lien Debt or First-Out Obligations Secured Debtholders hereunder each Person who is, or who becomes, the registered holder of First Parity Lien Debt or First-Out Obligations, as applicable, the holder of Priority Lien Debt incurred by the Company Borrower or any such other Grantor Obligor after the date of this Agreement in accordance with the terms of all applicable Priority Lien the Secured Debt Documents. The Company Borrower or other applicable Obligor may only effect such designation by delivering to the Collateral Trustee an Additional Trustee, with copies to each previously identified Secured Debt Designation Representative, each of the following: (1) an Officers' Certificate stating that: (iA) states that the Company Borrower or such other applicable Grantor Obligor intends to incur additional First Secured Debt ("New Secured Debt") which will either be (x) Priority Lien Debt (“Additional First permitted by each applicable Secured Debt Document to be secured by a Priority Lien Debt”) or an Additional Collateral Bond and/or related obligations under First-Out Documents (any Additional First on a pari passu basis with all previously existing Priority Lien Debt or Additional Collateral Bond and/or related obligations under First-Out Documents, “Additional Secured Debt”(y) that is not prohibited Parity Lien Debt permitted by each applicable Priority Lien Secured Debt Document to be incurred and to be secured with a Priority Parity Lien equally and ratably on a pari passu basis with all previously existing and future Priority Parity Lien Debt, but subject to the prior payment rights of the holders of all First-Out Obligations and certain other Priority Lien Obligations as set forth in Section 3.4(a);; and (ii2) specifies the name, address and contact information of the Priority Lien Representative for such series of Additional Secured Debt for purposes of Section 7.6; (iii) states evidence that the Company Borrower or applicable Grantor such other Obligor has duly authorized, executed (if applicable) and recorded (or caused to be recorded), or agreed to record (or agreed to cause to be recorded), ) in each appropriate governmental office all relevant filings and recordations deemed necessary by Company or the Grantors and the holder of such Additional Secured Debt, or its Priority Lien Representative, to ensure that the Additional New Secured Debt will be is secured by the Collateral in accordance with the Priority Lien Security Documents, in each case to the extent and as required by the Priority Lien Security Documents; andCollateral; (iv3) states that a written notice specifying the Company has caused a copy name and address of the Additional Secured Debt Designation and the related Collateral Trust Joinder to be delivered to each then existing Priority Lien Representative and that, as applicable, for such Additional First Lien Debt shall constitute First Lien series of New Secured Debt for the purposes of this Agreement or such Additional Collateral Bond and/or related obligations under First-Out Documents shall constitute First-Out Obligations for the purposes of this Agreement. Although the Company shall be required to deliver a copy of each Additional Secured Debt Designation and each Collateral Trust Joinder to each then existing Priority Lien Representative, the failure to so deliver a copy of the Additional Secured Debt Designation and/or Collateral Trust Joinder to any then existing Priority Lien Representative shall not affect the status of such debt as Additional Secured Debt, if the other requirements of this Section 3.8 are complied with. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow Company or any other Grantor to incur additional secured Indebtedness unless permitted by the terms of all applicable Priority Lien Documents. Liens upon the Collateral to secure Additional Secured Debt, shall be created pursuant to the Security Documents that create Liens upon the Collateral to secure the other Priority Lien Obligations; provided that, to the extent required by applicable law, such Liens upon the Collateral to secure Additional Secured Debt may be created pursuant to separate Security Documents, which shall be in substantially the same form as the applicable Security Documents creating the Liens upon the Collateral to secure the other Priority Lien Obligations. Except in respect of Mined Land Under Permit and Other Credit Support, Additional Secured Debt shall not be secured by Liens upon any property of the Grantors unless the other Priority Lien Obligations are also secured by Liens on such property. Additional Secured Debt may be guaranteed by all of the applicable Guarantors, but shall not be guaranteed by any Person that is not a Guarantor7.7. (c) With respect to any Priority Lien Obligations constituting Additional Secured Debt that is issued or incurred after the date hereof, the Company and each of the other Grantors agrees to take such actions (if any) as necessary and as may from time to time reasonably be requested by the Collateral Trustee, any Priority Lien Representative or any Controlling Priority Lien Representative, and enter into such technical amendments, modifications and/or supplements to the then existing Guarantees and Security Documents (or execute and deliver such additional Security Documents) as necessary and as may from time to time be reasonably requested by such Persons (including as contemplated by clause (d) below), to ensure that the Additional Secured Debt, as applicable, is secured by, and entitled to the benefits of, the Security Documents, and each Priority Lien Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Collateral Trustee to enter into, any such technical amendments, modifications and/or supplements (and additional Security Documents). The Company and each other Grantor hereby further agrees that, if there are any recording, filing or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.8(c), all such amounts shall be paid by, and shall be for the account of, the Company and the respective other Grantors, on a joint and several basis. (d) The Company shall have the right, at any time on or after the occurrence of the Discharge of First-Out Obligations, to enter into any First-Out Document evidencing replacement First-Out Obligations so long as the incurrence thereof is not prohibited by any Priority Lien Documents, and to designate such obligations as First-Out Obligations in accordance with Section 3.8(b). At any time from and after the date of such designation pursuant to Section 3.8(b), subject to compliance with Sections 3.8(c), the obligations under such First-Out Document shall automatically and without further action be treated as First-Out Obligations for all purposes of this Agreement.

Additional Secured Debt. (a) The Collateral Security Trustee will, as collateral trustee a Security Trustee hereunder, perform its undertakings set forth in Section 3.1(a3.02(a) with respect to any First Lien each holder of Additional Debt Secured Obligations constituting a Series of First Lien Debt that is issued or incurred on or after the date hereof or any First-Out Obligations constituting Additional Collateral Bonds and/or related obligations under First-Out Documents, as applicable, provided after the date hereof; provided that: (i) such First Lien holds Secured Obligations that are identified as First Lien Additional Debt or such First-Out Secured Obligations are identified as an Additional Collateral Bond and/or related obligations under First-Out Documents in accordance with the procedures set forth in Section 3.8(b3.08(b) and (c); and (ii) unless such debt or bond is issued under an existing Priority Lien Document for any Series of First Lien Debt whose First Lien Representative is already party to this Agreement or under an existing Collateral Bond with respect to which the First-Out Representative is already a party to this Agreementsigns, the through its designated Priority, the designated First Secured Lien Representative identified pursuant to Section 3.8(b) signs a Collateral Trust 3.08(b), an Intercreditor Joinder and promptly delivers the same to the Collateral Security Trustee. (b) In addition to the Borrower’s right to request increased commitments under and in accordance with the terms of the Loan Agreement, the Borrower will be permitted to incur additional secured debt (“Additional Secured Debt”) by way of issuing private placement notes, or entering into further secured loan facilities, provided that: (i) the total amount of the aggregate of the Loan Secured Obligations and the Additional Debt Secured Obligations shall not exceed $2,500,000,000; (ii) no Secured Debt Default or Event of Default shall have occurred and be continuing on the date on which such Additional Secured Debt comes into effect and after giving effect to such Additional Secured Debt; (iii) the Borrower shall not be entitled to have more than two revolving credit facilities at any one time, save that any Borrowing under a second revolving facility will be subject to the First Revolving Facility then being fully drawn; (iv) prior to entering into any Additional Debt Documents, the Borrower shall inform the Administrative Agent of its intention to incur Additional Secured Debt and the proposed terms of such Additional Secured Debt and shall give all holders of the Secured Obligations at such time such further non-confidential information in relation to the such Additional Secured Debt as they may reasonably request; (v) the Security Trustee shall be appointed as security trustee pursuant to the Additional Debt Documents, to act as Security Trustee in respect thereof, in accordance with the terms of this Agreement and Citibank, N.A. shall be appointed as administrative agent (or equivalent position), as applicable, in respect of such Additional Secured Debt; (vi) the payment and satisfaction of all of the Additional Debt Secured Obligations and the Loan Secured Obligations will be secured equally and ratably by the Liens established in favor of the Security Trustee for the benefit of the Secured Parties; and (vii) the Borrower shall deliver an Additional Secured Debt Designation in accordance with 3.08(c) below. (c) The Company Borrower will (subject to 3.08(b) above) be permitted to designate as an additional holder of First Lien Debt or First-Out Secured Obligations hereunder each Person who is, or who becomes, the registered holder of First Lien Additional Secured Debt on or First-Out Obligations, as applicable, incurred by the Company or any other Grantor after the date of this Agreement in accordance with the terms of all applicable Priority Lien DocumentsAdditional Debt Documents and this Agreement. The Company Borrower may only effect such designation by delivering to the Collateral Security Trustee an Additional Secured Debt Designation thatupon entry into any new Additional Debt Document, which: (i) states that the Company or other applicable Grantor Borrower intends to incur additional First Lien Debt (“Additional First Lien Debt”) or an Additional Collateral Bond and/or related obligations under First-Out Documents (any Additional First Lien Debt or Additional Collateral Bond and/or related obligations under First-Out Documents, “has incurred Additional Secured Debt”) that is not prohibited by each applicable Priority Lien Document to be incurred and to Debt which will be secured with a Priority by the Lien of the Collateral equally and ratably with the Loan Secured Obligations and all previously existing and future Priority Lien Debt, but subject to the prior payment rights of the holders of all First-Out Obligations and certain other Priority Lien Obligations as set forth in Section 3.4(a)Additional Debt Secured Obligations; (ii) specifies the name, name and address and contact information of the Priority Lien Additional Debt Representative for such series of Additional Secured Debt for purposes of Section 7.6Debt; (iii) states that the Company or applicable Grantor Borrower has duly authorized, executed (if applicable) and recorded or registered (or caused to be recorded), recorded or agreed to record (or agreed to cause to be recorded), registered) in each appropriate governmental office all relevant filings filings, applications for registration and recordations deemed necessary by Company or the Grantors and the holder of such Additional Secured Debt, or its Priority Lien Representative, to ensure that the Additional Secured Debt will be is secured by the Collateral in accordance with the Priority Lien Security applicable Collateral Documents, in each case ; (iv) attaches as Exhibit 1 to the extent and as required such Additional Secured Debt Designation a Reaffirmation Agreement duly executed by the Priority Lien Security DocumentsBorrower and the Primary Guarantor, which Reaffirmation Agreement shall be substantially in the form of Exhibit 1 to Exhibit A hereto; and (ivv) states that the Company Borrower has caused a copy of the Additional Secured Debt Designation and the related Collateral Trust Intercreditor Joinder to be delivered to each then existing Priority Lien Representative and that, as applicable, such Additional First Lien Debt shall constitute First Lien Debt for the purposes of this Agreement or such Additional Collateral Bond and/or related obligations under First-Out Documents shall constitute First-Out Obligations for the purposes of this Agreement. Although the Company shall be required to deliver a copy of each Additional Secured Debt Designation and each Collateral Trust Joinder to each then existing Priority Lien Representative, the failure to so deliver a copy of the Additional Secured Debt Designation and/or Collateral Trust Joinder to any then existing Priority Lien Representative shall not affect the status of such debt as Additional Secured Debt, if the other requirements of this Section 3.8 are complied with. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow Company the Borrower (or any other Grantor Vessel Owner) to incur additional secured Indebtedness unless expressly permitted by the terms of all applicable Priority Lien Documents. Liens upon the Collateral to secure Additional Secured Debt, shall be created pursuant to the Security Documents that create Liens upon the Collateral to secure the other Priority Lien Obligations; provided that, to the extent required by applicable law, such Liens upon the Collateral to secure Additional Secured Debt may be created pursuant to separate Security Documents, which shall be in substantially the same form as the applicable Security Documents creating the Liens upon the Collateral to secure the other Priority Lien Obligations. Except in respect of Mined Land Under Permit and Other Credit Support, Additional Secured Debt shall not be secured by Liens upon any property of the Grantors unless the other Priority Lien Obligations are also secured by Liens on such property. Additional Secured Debt may be guaranteed by all of the applicable Guarantors, but shall not be guaranteed by any Person that is not a Guarantor. (c) With respect to any Priority Lien Obligations constituting Additional Secured Debt that is issued or incurred after the date hereof, the Company and each of the other Grantors agrees to take such actions (if any) as necessary and as may from time to time reasonably be requested by the Collateral Trustee, any Priority Lien Representative or any Controlling Priority Lien Representative, and enter into such technical amendments, modifications and/or supplements to the then existing Guarantees and Security Documents (or execute and deliver such additional Security Documents) as necessary and as may from time to time be reasonably requested by such Persons (including as contemplated by clause (d) below), to ensure that the Additional Secured Debt, as applicable, is secured by, and entitled to the benefits of, the Security Documents, and each Priority Lien Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Collateral Trustee to enter into, any such technical amendments, modifications and/or supplements (and additional Security Documents). The Company and each other Grantor hereby further agrees that, if there are any recording, filing or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.8(c), all such amounts shall be paid by, and shall be for the account of, the Company and the respective other Grantors, on a joint and several basis. (d) The Company shall have the right, at any time on or after the occurrence of the Discharge of First-Out Obligations, to enter into any First-Out Document evidencing replacement First-Out Obligations so long as the incurrence thereof is not prohibited by any Priority Lien Documents, and to designate such obligations as First-Out Obligations carried out in accordance with Section 3.8(b). At any time from and after the date of such designation pursuant to Section 3.8(b), subject to compliance with Sections 3.8(c), the obligations under such First-Out Document shall automatically and without further action be treated as First-Out Obligations for all purposes terms of this Agreement.

Additional Secured Debt. (a) The Collateral Trustee will, as collateral trustee hereunder, perform its undertakings set forth in Section 3.1(a) with respect to any First Lien each holder of Secured Obligations constituting of a Series of First Lien Secured Debt that is issued or incurred after the date hereof or any First-Out Obligations constituting Additional Collateral Bonds and/or related obligations under First-Out Documents, as applicable, provided after the date hereof; provided that: (i1) such First Lien holds Secured Obligations that are identified as First Parity Lien Debt or such First-Out Obligations are identified as an Additional Collateral Bond and/or related obligations under First-Out Documents Priority Lien Debt in accordance with the procedures set forth in Section 3.8(b); and (ii2) unless such debt or bond is issued under an existing Priority Lien Document for any Series of First Lien signs, through its designated Secured Debt whose First Lien Representative is already party to this Agreement or under an existing Collateral Bond with respect to which the First-Out Representative is already a party to this Agreement, the designated Priority, the designated First Lien Representative identified pursuant to Section 3.8(b) signs ), a Collateral Trust Joinder and promptly delivers the same to the Collateral TrusteeJoinder. (b) The Company Borrower or other applicable Obligor will be permitted to designate as an additional holder of First Lien Debt or First-Out Obligations Secured Debtholders hereunder each Person who is, or who becomes, the registered holder of First Parity Lien Debt or First-Out Obligations, as applicable, the registered holder of Priority Lien Debt incurred by the Company Borrower or any such other Grantor Obligor after the date of this Agreement in accordance with the terms of all applicable Priority Lien the Secured Debt Documents. The Company Borrower or other applicable Obligor may only effect such designation by delivering to the Collateral Trustee an Additional Trustee, with copies to each previously identified Secured Debt Designation Representative, each of the following: (1) an Officers' Certificate stating that: (iA) states that the Company Borrower or such other applicable Grantor Obligor intends to incur additional First Secured Debt ("New Secured Debt") which will either be (x) Priority Lien Debt (“Additional First permitted by each applicable Secured Debt Document to be secured by a Priority Lien Debt”) or an Additional Collateral Bond and/or related obligations under First-Out Documents (any Additional First on a pari passu basis with all previously existing Priority Lien Debt or Additional Collateral Bond and/or related obligations under First-Out Documents, “Additional Secured Debt”(y) that is not prohibited Parity Lien Debt permitted by each applicable Priority Lien Secured Debt Document to be incurred and to be secured with a Priority Parity Lien equally and ratably on a pari passu basis with all previously existing and future Priority Parity Lien Debt, but subject to the prior payment rights of the holders of all First-Out Obligations and certain other Priority Lien Obligations as set forth in Section 3.4(a);; and (ii2) specifies the name, address and contact information of the Priority Lien Representative for such series of Additional Secured Debt for purposes of Section 7.6; (iii) states evidence that the Company Borrower or applicable Grantor such other Obligor has duly authorized, executed (if applicable) and recorded (or caused to be recorded), or agreed to record (or agreed to cause to be recorded), ) in each appropriate governmental office all relevant filings and recordations deemed necessary by Company or the Grantors and the holder of such Additional Secured Debt, or its Priority Lien Representative, to ensure that the Additional New Secured Debt will be is secured by the Collateral in accordance with the Priority Lien Security Documents, in each case to the extent and as required by the Priority Lien Security Documents; andCollateral; (iv3) states that a written notice specifying the Company has caused a copy name and address of the Additional Secured Debt Designation and the related Collateral Trust Joinder to be delivered to each then existing Priority Lien Representative and that, as applicable, for such Additional First Lien Debt shall constitute First Lien series of New Secured Debt for the purposes of this Agreement or such Additional Collateral Bond and/or related obligations under First-Out Documents shall constitute First-Out Obligations for the purposes of this Agreement. Although the Company shall be required to deliver a copy of each Additional Secured Debt Designation and each Collateral Trust Joinder to each then existing Priority Lien Representative, the failure to so deliver a copy of the Additional Secured Debt Designation and/or Collateral Trust Joinder to any then existing Priority Lien Representative shall not affect the status of such debt as Additional Secured Debt, if the other requirements of this Section 3.8 are complied with7.7. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow Company the Borrower or any other Grantor Obligor to incur additional secured Indebtedness unless otherwise permitted by the terms of all applicable Priority Lien Documents. Liens upon the Collateral to secure Additional Secured Debt, shall be created pursuant to the Security Documents that create Liens upon the Collateral to secure the other Priority Lien Obligations; provided that, to the extent required by applicable law, such Liens upon the Collateral to secure Additional Secured Debt may be created pursuant to separate Security Documents, which shall be in substantially the same form as the applicable Security Documents creating the Liens upon the Collateral to secure the other Priority Lien Obligations. Except in respect of Mined Land Under Permit and Other Credit Support, Additional Secured Debt shall not be secured by Liens upon any property of the Grantors unless the other Priority Lien Obligations are also secured by Liens on such property. Additional Secured Debt may be guaranteed by all of the applicable Guarantors, but shall not be guaranteed by any Person that is not a Guarantor. (c) With respect to any Priority Lien Obligations constituting Additional Secured Debt that is issued or incurred after the date hereof, the Company and each of the other Grantors agrees to take such actions (if any) as necessary and as may from time to time reasonably be requested by the Collateral Trustee, any Priority Lien Representative or any Controlling Priority Lien Representative, and enter into such technical amendments, modifications and/or supplements to the then existing Guarantees and Security Documents (or execute and deliver such additional Security Documents) as necessary and as may from time to time be reasonably requested by such Persons (including as contemplated by clause (d) below), to ensure that the Additional Secured Debt, as applicable, is secured by, and entitled to the benefits of, the Security Documents, and each Priority Lien Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Collateral Trustee to enter into, any such technical amendments, modifications and/or supplements (and additional Security Documents). The Company and each other Grantor hereby further agrees that, if there are any recording, filing or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.8(c), all such amounts shall be paid by, and shall be for the account of, the Company and the respective other Grantors, on a joint and several basis. (d) The Company shall have the right, at any time on or after the occurrence of the Discharge of First-Out Obligations, to enter into any First-Out Document evidencing replacement First-Out Obligations so long as the incurrence thereof is not prohibited by any Priority Lien Documents, and to designate such obligations as First-Out Obligations in accordance with Section 3.8(b). At any time from and after the date of such designation pursuant to Section 3.8(b), subject to compliance with Sections 3.8(c), the obligations under such First-Out Document shall automatically and without further action be treated as First-Out Obligations for all purposes of this Agreement.

Additional Secured Debt. (a) The Collateral Trustee will, as collateral trustee hereunder, perform its undertakings set forth in Section 3.1(a) with respect to any First Lien each holder of Secured Obligations constituting of a Series of First Lien Secured Debt that is issued or incurred after the date hereof or any First-Out Obligations constituting Additional Collateral Bonds and/or related obligations under First-Out Documents, as applicable, provided after the date hereof; provided that: (i1) such First Lien holds Secured Obligations that are identified as First Parity Lien Debt or such First-Out Obligations are identified as an Additional Collateral Bond and/or related obligations under First-Out Documents Priority Lien Debt in accordance with the procedures set forth in Section 3.8(b); and; (ii2) unless such debt or bond is issued under an existing Priority Lien Document for any Series of First Lien signs, through its designated Secured Debt whose First Lien Representative is already party to this Agreement or under an existing Collateral Bond with respect to which the First-Out Representative is already a party to this Agreement, the designated Priority, the designated First Lien Representative identified pursuant to Section 3.8(b) signs ), a Collateral Trust Joinder Joinder; and (3) delivers a Lien Sharing and promptly delivers the same to the Collateral TrusteePriority Confirmation. (b) The Company Borrower or other applicable Pledgor will be permitted to designate as an additional holder of First Lien Debt or First-Out Secured Obligations hereunder each Person who is, or who becomes, the registered holder of First Parity Lien Debt or First-Out Obligations, as applicable, the registered holder of Priority Lien Debt incurred by the Company Borrower or any such other Grantor Pledgor after the date of this Agreement in accordance with the terms of all applicable Priority Lien Secured Debt Documents. The Company Borrower or other applicable Pledgor may only effect such designation by delivering to the Collateral Trustee an Additional Trustee, with copies to each previously identified Secured Debt Designation Representative, each of the following: (1) an Officer's Certificate stating that: (iA) states that the Company Borrower or such other applicable Grantor Pledgor intends to incur additional First Secured Debt ("ADDITIONAL SECURED DEBT") which will either be (i) Priority Lien Debt (“Additional First Lien Debt”) or an Additional Collateral Bond and/or related obligations under First-Out Documents (any Additional First Lien Debt or Additional Collateral Bond and/or related obligations under First-Out Documents, “Additional Secured Debt”) that is not prohibited permitted by each applicable Priority Lien Secured Debt Document to be incurred and to be secured with by a Priority Lien equally and ratably with all previously existing and future Priority Lien Debt or (ii) Parity Lien Debt permitted by each applicable Secured Debt Document to be secured with a Parity Lien equally and ratably with all previously existing and future Parity Lien Debt, but subject to the prior payment rights of the holders of all First-Out Obligations and certain other Priority Lien Obligations as set forth in Section 3.4(a); (ii2) specifies the name, address and contact information of the Priority Lien Representative for such series of Additional Secured Debt for purposes of Section 7.6; (iii) states evidence that the Company Borrower or applicable Grantor such other Pledgor has duly authorized, executed (if applicable) and recorded (or caused to be recorded), or agreed to record (or agreed to cause to be recorded), ) in each appropriate governmental office all relevant filings and recordations deemed necessary by Company or the Grantors and the holder of such Additional Secured Debt, or its Priority Lien Representative, to ensure that the Additional Secured Debt will be is secured by the Collateral in accordance with the Priority Lien Security Documents, in each case to the extent and as required by the Priority Lien Security Documents; and (iv3) states that a written notice specifying the Company has caused a copy name and address of the Secured Debt Representative for such series of Additional Secured Debt Designation and the related Collateral Trust Joinder to be delivered to each then existing Priority Lien Representative and that, as applicable, such Additional First Lien Debt shall constitute First Lien Debt for the purposes of this Agreement or such Additional Collateral Bond and/or related obligations under First-Out Documents shall constitute First-Out Obligations for the purposes of this Agreement. Although the Company shall be required to deliver a copy of each Additional Secured Debt Designation and each Collateral Trust Joinder to each then existing Priority Lien Representative, the failure to so deliver a copy of the Additional Secured Debt Designation and/or Collateral Trust Joinder to any then existing Priority Lien Representative shall not affect the status of such debt as Additional Secured Debt, if the other requirements of this Section 3.8 are complied with7.7. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow Company the Borrower or any other Grantor Pledgor to incur additional secured Indebtedness unless otherwise permitted by the terms of all applicable Priority Lien Documents. Liens upon the Collateral to secure Additional Secured Debt, shall be created pursuant to the Security Documents that create Liens upon the Collateral to secure the other Priority Lien Obligations; provided that, to the extent required by applicable law, such Liens upon the Collateral to secure Additional Secured Debt may be created pursuant to separate Security Documents, which shall be in substantially the same form as the applicable Security Documents creating the Liens upon the Collateral to secure the other Priority Lien Obligations. Except in respect of Mined Land Under Permit and Other Credit Support, Additional Secured Debt shall not be secured by Liens upon any property of the Grantors unless the other Priority Lien Obligations are also secured by Liens on such property. Additional Secured Debt may be guaranteed by all of the applicable Guarantors, but shall not be guaranteed by any Person that is not a Guarantor. (c) With respect to any Priority Lien Obligations constituting Additional Secured Debt that is issued or incurred after the date hereof, the Company and each of the other Grantors agrees to take such actions (if any) as necessary and as may from time to time reasonably be requested by the Collateral Trustee, any Priority Lien Representative or any Controlling Priority Lien Representative, and enter into such technical amendments, modifications and/or supplements to the then existing Guarantees and Security Documents (or execute and deliver such additional Security Documents) as necessary and as may from time to time be reasonably requested by such Persons (including as contemplated by clause (d) below), to ensure that the Additional Secured Debt, as applicable, is secured by, and entitled to the benefits of, the Security Documents, and each Priority Lien Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Collateral Trustee to enter into, any such technical amendments, modifications and/or supplements (and additional Security Documents). The Company and each other Grantor hereby further agrees that, if there are any recording, filing or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.8(c), all such amounts shall be paid by, and shall be for the account of, the Company and the respective other Grantors, on a joint and several basis. (d) The Company shall have the right, at any time on or after the occurrence of the Discharge of First-Out Obligations, to enter into any First-Out Document evidencing replacement First-Out Obligations so long as the incurrence thereof is not prohibited by any Priority Lien Documents, and to designate such obligations as First-Out Obligations in accordance with Section 3.8(b). At any time from and after the date of such designation pursuant to Section 3.8(b), subject to compliance with Sections 3.8(c), the obligations under such First-Out Document shall automatically and without further action be treated as First-Out Obligations for all purposes of this Agreement.

Additional Secured Debt. (a) The Collateral Trustee will, as collateral trustee hereunder, perform its undertakings set forth in Section 3.1(a) this Agreement with respect to any First Lien Obligations constituting a Series of First Lien Funded Debt that is issued or incurred after the date hereof or any First-Out Obligations constituting Additional Collateral Bonds and/or related obligations under First-Out Documents, as applicable, provided after the date hereof; provided that: if: (i) such First Lien Obligations are Funded Debt is identified as First Junior Lien Debt or such First-Out Obligations are identified as an Additional Collateral Bond and/or related obligations under First-Out Documents Priority Lien Debt in accordance with the procedures set forth in Section 3.8(b4.8(b); and and (ii) unless such debt or bond Funded Debt is issued under an existing Priority Lien Secured Debt Document for any Series of First Lien Secured Debt whose First Lien Secured Debt Representative is already party to this Agreement or under an existing Collateral Bond with respect to which the First-Out Representative is already a party to this Agreement, the designated Priority, the designated First Lien Secured Debt Representative identified pursuant to Section 3.8(b4.8(b) signs a Collateral Trust Joinder and promptly delivers the same to the Collateral Trustee. . Notwithstanding the foregoing, (x) the incurrence of revolving credit obligations under commitments that have previously been designated as Secured Debt and (y) the issuance of letters of credit and incurrence of reimbursement obligations in respect thereof under commitments that have previously been designated as Secured Debt shall automatically constitute Secured Debt and shall not require compliance with the procedures set forth in Section 4.8(b). (b) The Company Issuer will be permitted to designate as an additional holder of First Lien Secured Debt or First-Out Obligations hereunder each Person who is, or who becomes, the registered holder of First Lien any Funded Debt or First-Out Obligations, as applicable, that is incurred by the Company Issuer or any other Grantor Guarantor after the date of this Agreement in accordance with the terms of all applicable Priority Lien Documents. The Company may only effect such designation by delivering to the Collateral Trustee an Additional Secured Debt Designation that:42 (i) states that the Company or other applicable Grantor intends to incur additional First Priority Lien Debt (“Additional First Lien Debt”) or an Additional Collateral Bond and/or related obligations under First-Out Documents (any Additional First Lien Debt or Additional Collateral Bond and/or related obligations under First-Out Documents, “Additional Secured Debt”) that is not prohibited by each applicable Priority Lien any Secured Debt Document to be incurred and secured by a Priority Lien or (ii) Junior Lien Debt not prohibited by any Secured Debt Document to be incurred and secured with a Priority Lien equally and ratably with all previously existing and future Priority Lien Debt, but subject to the prior payment rights of the holders of all First-Out Obligations and certain other Priority Lien Obligations as set forth in Section 3.4(a); Junior Lien; (ii) specifies the name, name and address and contact information of the Priority Lien Secured Debt Representative for such series of Additional Secured Debt for purposes of this Agreement including Section 7.6; 8.8; (iii) states that the Company or applicable Grantor Issuer and each other Guarantor has duly authorized, executed (if applicable) and recorded (or caused to be recorded), or agreed to record (or agreed to cause to be recorded), ) in each appropriate governmental office all relevant filings and recordations deemed necessary by Company or the Grantors and the holder of such Additional Secured Debt, or its Priority Lien Representative, to ensure that the Additional Secured Debt will be is secured by the Collateral in accordance with the Priority Lien Security Documents, in each case to the extent and as required by the Priority Lien Security Documents; and (iv) attaches as Exhibit 1 to such Additional Secured Debt Designation a Reaffirmation Agreement in substantially the form attached as Exhibit 1 to Exhibit A of this Agreement, which Reaffirmation Agreement has been duly executed by the Issuer and each other Guarantor; and (v) states that the Company Issuer has caused a copy of the Additional Secured Debt Designation and the related Collateral Trust Joinder to be delivered to each then existing Priority Lien Representative and that, as applicable, such Additional First Lien Secured Debt shall constitute First Lien Debt for the purposes of this Agreement or such Additional Collateral Bond and/or related obligations under First-Out Documents shall constitute First-Out Obligations for the purposes of this AgreementRepresentative. Although the Company Issuer shall be required to deliver a copy of each Additional Secured Debt Designation and each Collateral Trust Joinder to each then existing Priority Lien Secured Debt Representative, the failure to so deliver a copy of the Additional Secured Debt Designation and/or Collateral Trust Joinder to any then existing Priority Lien Secured Debt Representative shall not affect the status of such debt as Additional Secured Debt, Debt if the other requirements of this Section 3.8 4.8 are complied with. Each of the Collateral Trustee and any then existing Secured Debt Representative shall have the right to request that the Issuer provide a legal opinion of counsel that the relevant Security Documents are enforceable and sufficient to secure the Additional Secured Debt; provided, however, that such legal opinion or opinions need not address any collateral of a type or located in a jurisdiction not previously covered by any legal opinion delivered by or on behalf of the Issuer. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow Company the Issuer or any other Grantor Guarantor to incur additional secured Indebtedness unless permitted Funded Debt or Liens if prohibited by the terms of all applicable Priority Lien Documents. Liens upon the Collateral to secure Additional Secured Debt, shall be created pursuant to the Security Documents that create Liens upon the Collateral to secure the other Priority Lien Obligations; provided that, to the extent required by applicable law, such Liens upon the Collateral to secure Additional any Secured Debt may be created pursuant to separate Security Documents, which shall be in substantially the same form as the applicable Security Documents creating the Liens upon the Collateral to secure the other Priority Lien Obligations. Except in respect of Mined Land Under Permit and Other Credit Support, Additional Secured Debt shall not be secured by Liens upon any property of the Grantors unless the other Priority Lien Obligations are also secured by Liens on such property. Additional Secured Debt may be guaranteed by all of the applicable Guarantors, but shall not be guaranteed by any Person that is not a GuarantorDocument. (c) With respect to any Priority Lien Obligations constituting Additional Secured Debt that is issued or incurred after the date hereof, the Company Issuer and each of the other Grantors Guarantors agrees to take such actions (if any) as necessary and as may from time to time reasonably be requested by the Collateral Trustee, any Priority Lien Representative, any Junior Lien Representative or any Controlling Priority Lien RepresentativeAct of Required Secured Parties, and including, without limitation, to enter into such technical amendments, modifications and/or supplements to the then existing Guarantees and Security Documents (or execute and deliver such additional Security Documents) as necessary and as may from time to time be reasonably requested by such Persons (including as contemplated by clause (d) below), to ensure that the Additional Secured Debt, as applicable, is secured by, and entitled to the benefits of, the Security Documents, and each Priority Lien Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Collateral Trustee to enter into, any such technical amendments, modifications and/or supplements (and additional Security Documents). The Company and each other Grantor hereby further agrees that, if there are any recording, filing or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.8(c), all such amounts shall be paid by, and shall be for the account of, the Company and the respective other Grantors, on a joint and several basis.43 (d) [Reserved]. (e) The Company Issuer shall have the right, right at any time on or after the occurrence of the Discharge of First-Out Obligations, Priority Lien Obligations has occurred to enter into any First-Out Priority Lien Document evidencing replacement First-Out Obligations so long as Priority Lien Debt the incurrence thereof of which is not prohibited by any Priority Lien Documents, the applicable Secured Debt Documents and to designate such obligations Funded Debt as First-Out Obligations Priority Lien Debt in accordance with Section 3.8(b4.8(b). At any time from and after the date of such designation pursuant to Section 3.8(b4.8(b) (the “Reference Date”), subject to compliance with Sections 3.8(cSection 4.8(c), the obligations under such First-Out Priority Lien Document shall automatically and without further action be treated as First-Out Obligations Priority Lien Debt for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the Junior Lien Obligations shall be at all times subordinated and junior to such Priority Liens Obligations pursuant to the terms of this Agreement, including with respect to Junior Lien Obligations that were incurred or outstanding on or prior to the Reference Date.

Additional Secured Debt. (a) The Collateral Trustee will, as collateral trustee hereunder, perform its undertakings set forth in Section 3.1(a) this Agreement with respect to any First Lien Obligations constituting a Series of First Lien Secured Debt that is issued or incurred after the date hereof or any First-Out Obligations constituting Additional Collateral Bonds and/or related obligations under First-Out Documents, as applicable, provided after the date hereof; provided that: (i) such First Lien Obligations are identified as First Lien Debt or such First-Out Obligations are identified as an Additional Collateral Bond and/or related obligations under First-Out Documents in accordance with the procedures set forth in Section 3.8(b); and (ii) unless such debt or bond is issued under an existing Priority Lien Document for any Series of First Lien Debt whose First Lien Representative is already party to this Agreement or under an existing Collateral Bond with respect to which the First-Out Representative is already a party to this Agreement, if the designated Priority, the designated First Lien Secured Debt Representative identified pursuant to this Section 3.8(b) 3.8 signs a Collateral Trust Agreement Joinder and promptly delivers the same to the Collateral Trustee; provided that, if such Funded Debt is issued under an existing Secured Debt Document for any Series of Secured Debt whose Secured Debt Representative is already party to this Agreement, no such Collateral Trust Agreement Joinder shall be a condition to the performance by the Collateral Trustee of its undertakings set forth in this Agreement with respect to such Funded Debt. (b) The Company Parent will be permitted to designate as an additional holder of First Lien Secured Debt or First-Out Obligations hereunder each Person who is, or who becomes, the registered holder of First Lien any Funded Debt or First-Out Obligations, as applicable, that is incurred by the Company or any other Grantor after the date of this Agreement in accordance with the terms of all the applicable Priority Lien Secured Debt Documents. The Company Parent may only effect such designation by delivering to the Collateral Trustee an Additional Secured Debt Designation that: (i1) states that the Company or other applicable such Grantor intends to incur additional First Lien Funded Debt (“Additional First Lien Debt”) or an Additional Collateral Bond and/or related obligations under First-Out Documents (any Additional First Lien Debt or Additional Collateral Bond and/or related obligations under First-Out Documents, “Additional Secured Debt”) that is which will be Secured Debt not prohibited by each applicable Priority Lien any Secured Debt Document to be incurred and to be secured with by a Priority Lien equally and ratably with all previously existing and future Priority Lien Secured Debt, but subject to the prior payment rights of the holders of all First-Out Obligations and certain other Priority Lien Obligations as set forth in Section 3.4(a); (ii2) specifies the name, name and address and contact information of the Priority Lien Secured Debt Representative (or, in the case of any Additional Secured Debt of which there is a single holder, such holder) for such series of Additional Secured Debt for purposes of this Agreement including Section 7.6; (iii3) states that the Company or applicable such Grantor has and any other Grantors party thereto have duly authorized, authorized and executed (if applicable) and recorded (or caused to be recorded), or agreed to record (or agreed to cause to be recorded), in each appropriate governmental office all relevant filings and recordations deemed necessary by Company or the Grantors and the holder of such Additional Secured Debt, or its Priority Lien Representative, to ensure that the Additional Secured Debt will be is secured by the Collateral in accordance with the Priority Lien Security Documents, in each case to the extent and as required by the Priority Lien Security Documents; and (iv4) states that attaches as Exhibit 1 to such Additional Secured Debt Designation a Reaffirmation Agreement in substantially the Company form attached as Exhibit 1 to Exhibit A of this Agreement, which Reaffirmation Agreement has caused been duly executed by each Grantor. Parent shall deliver a copy of the Additional Secured Debt Designation and the related Collateral Trust Joinder to be delivered to each then existing Priority Lien Representative and that, as applicable, such Additional First Lien Debt shall constitute First Lien Debt for the purposes of this Agreement or such Additional Collateral Bond and/or related obligations under First-Out Documents shall constitute First-Out Obligations for the purposes of this Agreement. Although the Company shall be required to deliver a copy of each Additional Secured Debt Designation and each Collateral Trust Joinder to each then existing Priority Lien Secured Debt Representative, ; provided that the failure to do so deliver a copy of the Additional Secured Debt Designation and/or Collateral Trust Joinder to any then existing Priority Lien Representative shall not affect the status of such debt as Additional Secured Debt, Debt if the other requirements of this Section 3.8 are complied with. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow Company or any other Grantor to incur additional secured Indebtedness unless permitted Funded Debt or Liens if prohibited by the terms of all applicable Priority Lien any Secured Debt Documents. Liens upon Notwithstanding the Collateral to secure Additional foregoing, (x) the incurrence of revolving credit obligations under commitments that have previously been designated as Secured Debt, shall be created pursuant to (y) the Security Documents issuance of letters of credit and incurrence of reimbursement obligations in respect thereof under commitments that create Liens upon have previously been designated as Secured Debt and (z) the Collateral to secure the other Priority Lien Obligations; provided that, to the extent required by applicable law, such Liens upon the Collateral to secure incurrence of any incremental facilities under any Credit Facility that constitutes Additional Secured Debt may be created pursuant to separate Security Documentsshall, which shall be in substantially the same form as the applicable Security Documents creating the Liens upon the Collateral to secure the other Priority Lien Obligations. Except in respect of Mined Land Under Permit and Other Credit Supporteach case, Additional automatically constitute Secured Debt and shall not be secured by Liens upon any property of require compliance with the Grantors unless the other Priority Lien Obligations are also secured by Liens on such property. Additional Secured Debt may be guaranteed by all of the applicable Guarantors, but shall not be guaranteed by any Person that is not a Guarantorprocedures set forth in Section 3.8(a) and this Section 3.8(b). (c) With respect to any Priority Lien Obligations constituting Additional Secured Debt that is issued or incurred after the date hereof, the Company and each of the other Grantors Grantor agrees to take such actions (if any) as necessary and or as otherwise may from time to time reasonably be requested by the Collateral Trustee, any Priority Lien Representative Trustee or any Controlling Priority Lien Representative, Secured Debt Representative and enter into such technical amendments, modifications and/or supplements to the then existing Guarantees and Security Documents (or execute and deliver such additional Security Documents) as necessary and as may from time to time be reasonably requested by such Persons (including as contemplated by clause (d) below), to ensure that the Additional Secured Debt, as applicable, Debt is secured by, and entitled to the benefits of, the relevant Security Documents, and each Priority Lien Secured Party (by its acceptance of the benefits hereofhereof and the execution of this Agreement) hereby agrees to, and authorizes the Collateral Trustee to enter into, any such technical amendments, modifications and/or supplements (and additional Security Documents). The Company and each other Each Grantor hereby further agrees that, if there are any recording, filing or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.8(c) or Section 3.8(d), all such amounts shall be paid by, and shall be for the account of, the Company and the respective other Grantors, on a joint and several basis. (d) The Company Without limitation of the foregoing, each Grantor agrees to take the following actions with respect to any real property Collateral with respect to all Additional Secured Debt: (1) each applicable Grantor shall have enter into, and deliver to the rightCollateral Trustee a mortgage modification (each such modification, a “Modification”) or new mortgage or deed of trust (only to the extent a new mortgage or deed of trust is required to effect such Modification) with regard to each real property located in the United States of America subject to a mortgage or deed of trust (each such mortgage or deed of trust a “Mortgage,” and each such property a “Mortgaged Property”), with such changes as may be required to account for local law matters, at any the time on or after of such incurrence, in proper form for recording in all applicable jurisdictions, in a form and substance reasonably satisfactory to the occurrence of the Discharge of First-Out Obligations, to enter into any First-Out Document evidencing replacement First-Out Obligations so long as the incurrence thereof is not prohibited by any Priority Lien DocumentsCollateral Trustee, and each applicable Grantor is jointly and severally liable to designate pay all filing and recording fees and taxes, documentary stamp taxes and other taxes, charges and fees, if any, necessary for filing or recording in the recording office of each jurisdiction where such obligations real property to be encumbered thereby is situated; and (2) in connection with any Modification required under clause (1) above, Parent or the applicable Grantor will cause to be delivered such Mortgage Instruments as First-Out Obligations in accordance with Section 3.8(b). At any time from and after reasonably requested by the date of such designation pursuant to Section 3.8(b), subject to compliance with Sections 3.8(c), the obligations under such First-Out Document shall automatically and without further action be treated as First-Out Obligations for all purposes of this AgreementCollateral Trustee.

Additional Secured Debt. (a) The Collateral Trustee will, as collateral trustee hereunder, perform its undertakings set forth in Section 3.1(a) with respect to any First Lien each holder of Secured Obligations constituting of a Series of First Lien Secured Debt that is issued or incurred after the date hereof or any First-Out Obligations constituting Additional Collateral Bonds and/or related obligations under First-Out Documents, as applicable, provided after the date hereof; provided that: (i1) such First Lien holds Secured Obligations that are identified as First Subordinated Lien Debt or such First-Out Obligations are identified as an Additional Collateral Bond and/or related obligations under First-Out Documents Priority Lien Debt in accordance with the procedures set forth in Section 3.8(b); and (ii2) unless such debt or bond is issued under an existing Priority Lien Document for any Series of First Lien signs, through its designated Secured Debt whose First Lien Representative is already party to this Agreement or under an existing Collateral Bond with respect to which the First-Out Representative is already a party to this Agreement, the designated Priority, the designated First Lien Representative identified pursuant to Section 3.8(b) signs ), a Collateral Trust Joinder and promptly delivers the same to the Collateral TrusteeTrustee and each other Secured Debt Representative at the time of incurrence of such Series of Secured Debt. (b) The Company Subject to the terms of Section 2.10 of the Intercreditor Agreement, the Issuers will be permitted to designate as an additional holder of First Lien Debt or First-Out Secured Obligations hereunder each Person who is, or who becomes, the registered holder of First Subordinated Lien Debt or First-Out Obligations, as applicable, the registered holder of Priority Lien Debt incurred by the Company Issuers or any other Grantor Guarantor after the date of this Agreement in accordance with the terms of all applicable Priority Lien Secured Documents. The Company Issuers may only effect such designation by delivering to the Collateral Trustee an Additional Secured Debt Designation stating that: (i1) states that the Company Issuers or other applicable Grantor such Guarantor intends to incur additional First Lien Secured Debt (“Additional First Lien Debt”) or an Additional Collateral Bond and/or related obligations under First-Out Documents (any Additional First Lien Debt or Additional Collateral Bond and/or related obligations under First-Out Documents, “Additional Secured Debt”) that is not prohibited which will either be (i) Priority Lien Debt permitted by each applicable Priority Lien Secured Document to be incurred and to be secured with by a Priority Lien equally Equally and ratably Ratably with all previously existing and future Priority Lien Debt or (ii) Subordinated Lien Debt permitted by each applicable Secured Document to be secured (pursuant to a security agreement in substantially the form attached as Exhibit E) with a Subordinated Lien Equally and Ratably with all previously existing and future Subordinated Lien Debt, but subject to the prior payment rights of the holders of all First-Out Obligations and certain other Priority Lien Obligations as set forth in Section 3.4(a); (ii2) specifies specifying the name, name and address and contact information of the Priority Lien Secured Debt Representative for such series of Additional Secured Debt for purposes of Section 7.67.7; (iii3) states that the Company or applicable Grantor Issuers and each Guarantor has duly authorized, executed (if applicable) and recorded (or caused to be recorded), or agreed to record (or agreed to cause to be recorded), in each appropriate governmental office all relevant filings and recordations deemed necessary by Company the Issuers or the Grantors Guarantors and the holder of such Additional Secured Debt, or its Priority Lien Secured Debt Representative, to ensure that the Additional Secured Debt will be is secured by the Collateral in accordance with the Priority Lien Security Documents, in each case to the extent and as required by the Priority Lien Security Documents; and (iv4) states that the Company has Issuers have caused a copy of the Additional Secured Debt Designation and the related Collateral Trust Joinder to be delivered to each then existing Priority Lien Representative and that, as applicable, such Additional First Lien Secured Debt shall constitute First Lien Debt for the purposes of this Agreement or such Additional Collateral Bond and/or related obligations under First-Out Documents shall constitute First-Out Obligations for the purposes of this AgreementRepresentative. Although the Company Issuers shall be required to deliver a copy of each Additional Secured Debt Designation and each Collateral Trust Joinder to each then existing Priority Lien Secured Debt Representative, the failure to so deliver a copy of the Additional Secured Debt Designation and/or Collateral Trust Joinder to any then existing Priority Lien Secured Debt Representative shall not affect the status of such debt as Additional Secured Debt, Debt if the other requirements of this Section 3.8 are complied with. Each of the Collateral Trustee and the other then existing Secured Debt Representative shall have the right to request that the Issuers shall provide a copy of any legal opinion of counsel (which may be provided by internal counsel to the Issuers) provided to the holders of Additional Secured Debt or their Secured Debt Representatives as to the Additional Secured Debt being secured by a valid and perfected security interest; provided, however, that such legal opinion or opinions need not address any collateral of a type or located in a jurisdiction not previously covered by any legal opinion delivered by or on behalf of the Issuers. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow Company the Issuers or any other Grantor Guarantor to incur additional secured Indebtedness unless otherwise permitted by the terms of all applicable Secured Documents. The Security Documents creating or evidencing the Priority Lien Documents. Liens upon Collateral and the Subordinated Lien Collateral to secure Additional Secured Debt, shall be created pursuant to and Guarantees for the Security Documents that create Liens upon the Collateral to secure the other Priority Lien Obligations; provided that, to Obligations and the extent required by applicable law, such Liens upon the Collateral to secure Additional Secured Debt may be created pursuant to separate Security Documents, which Subordinated Lien Obligations shall be in substantially all material respects the same form as forms of documents other than with respect to the applicable Security Documents creating the Liens upon the Collateral to secure the other Priority Lien Obligations. Except in respect of Mined Land Under Permit and Other Credit Supportfirst lien, Additional Secured Debt shall not be secured by Liens upon any property second lien or third lien nature of the Grantors unless the other Priority Lien Obligations are also secured by Liens on such property. Additional Secured Debt may be guaranteed by all of the applicable Guarantors, but shall not be guaranteed by any Person that is not a Guarantorthereunder. (c) With respect to any Priority Lien Obligations constituting Additional Secured Debt that is issued or incurred after the date hereof, the Company and each of the other Grantors agrees to take such actions (if any) as necessary and as may from time to time reasonably be requested by the Collateral Trustee, any Priority Lien Representative or any Controlling Priority Lien Representative, and enter into such technical amendments, modifications and/or supplements to the then existing Guarantees and Security Documents (or execute and deliver such additional Security Documents) as necessary and as may from time to time be reasonably requested by such Persons (including as contemplated by clause (d) below), to ensure that the Additional Secured Debt, as applicable, is secured by, and entitled to the benefits of, the Security Documents, and each Priority Lien Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Collateral Trustee to enter into, any such technical amendments, modifications and/or supplements (and additional Security Documents). The Company and each other Grantor hereby further agrees that, if there are any recording, filing or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.8(c), all such amounts shall be paid by, and shall be for the account of, the Company and the respective other Grantors, on a joint and several basis. (d) The Company shall have the right, at any time on or after the occurrence of the Discharge of First-Out Obligations, to enter into any First-Out Document evidencing replacement First-Out Obligations so long as the incurrence thereof is not prohibited by any Priority Lien Documents, and to designate such obligations as First-Out Obligations in accordance with Section 3.8(b). At any time from and after the date of such designation pursuant to Section 3.8(b), subject to compliance with Sections 3.8(c), the obligations under such First-Out Document shall automatically and without further action be treated as First-Out Obligations for all purposes of this Agreement.

Additional Secured Debt. (a) The Collateral Trustee will, as collateral trustee hereunder, perform its undertakings set forth in Section 3.1(a) this Agreement with respect to any First Lien Obligations constituting a Series of First Lien Funded Debt that is issued or incurred after the date hereof or any First-Out Obligations constituting Additional Collateral Bonds and/or related obligations under First-Out Documents, as applicable, provided after the date hereof; provided thatif: (i) such First Lien Obligations are Funded Debt is identified as First Parity Lien Debt or such First-Out Obligations are identified as an Additional Collateral Bond and/or related obligations under First-Out Documents Priority Lien Debt in accordance with the procedures set forth in Section 3.8(b); and (ii) unless such debt or bond Funded Debt is issued under an existing Priority Lien Secured Debt Document for any Series of First Lien Secured Debt whose First Lien Secured Debt Representative is already party to this Agreement or under an existing Collateral Bond with respect to which the First-Out Representative is already a party to this Agreement, the designated Priority, the designated First Lien Secured Debt Representative identified pursuant to Section 3.8(b) signs a Collateral Trust Joinder and promptly delivers the same to the Collateral Trustee. Notwithstanding the foregoing, (x) the incurrence of revolving credit obligations under commitments that have previously been designated as Secured Debt and (y) the issuance of letters of credit and incurrence of reimbursement obligations in respect thereof under commitments that have previously been designated as Secured Debt shall automatically 41 US-DOCS\104188909.12 constitute Secured Debt and shall not require compliance with the procedures set forth in Section 3.8(b). (b) The Company Borrower will be permitted to designate as an additional holder of First Lien Secured Debt or First-Out Obligations hereunder each Person who is, or who becomes, the registered holder of First Lien any Funded Debt or First-Out Obligations, as applicable, that is incurred by the Company Borrower or any other Grantor Guarantor after the date of this Agreement in accordance with the terms of all applicable Priority Lien DocumentsSecured Debt Documents and all Hedge Agreements. The Company Borrower may only effect such designation by delivering to the Collateral Trustee an Additional Secured Debt Designation that: (i) states that the Company Borrower or such other applicable Grantor Guarantor intends to incur additional First Lien Secured Debt (“Additional First Lien Debt”) or an Additional Collateral Bond and/or related obligations under First-Out Documents (any Additional First Lien Debt or Additional Collateral Bond and/or related obligations under First-Out Documents, “Additional Secured Debt”) that is which will either be (as specified in such Additional Secured Debt Designation) (i) Priority Lien Debt not prohibited by each applicable Priority Lien any Secured Debt Document to be incurred and to be secured with by a Priority Lien equally and ratably with all previously existing and future Priority Lien Debt or (ii) Parity Lien Debt not prohibited by any Secured Debt Document to be incurred and secured with a Parity Lien equally and ratably with all previously existing and future Parity Lien Debt, but subject to the prior payment rights of the holders of all First-Out Obligations and certain other Priority Lien Obligations as set forth in Section 3.4(a); (ii) specifies the name, name and address and contact information of the Priority Lien Secured Debt Representative for such series of Additional Secured Debt for purposes of this Agreement including Section 7.67.8; (iii) states that the Company or applicable Grantor Borrower and each other Guarantor has duly authorized, executed (if applicable) and recorded (or caused to be recorded), or agreed to record (or agreed to cause to be recorded), ) in each appropriate governmental office all relevant filings and recordations deemed necessary by Company or the Grantors and the holder of such Additional Secured Debt, or its Priority Lien Representative, to ensure that the Additional Secured Debt will be is secured by the Collateral in accordance with the Priority Lien Security Documents; (iv) attaches as Exhibit 1 to such Additional Secured Debt Designation a Reaffirmation Agreement in substantially the form attached as Exhibit 1 to Exhibit A of this Agreement, in each case to the extent and as required which Reaffirmation Agreement has been duly executed by the Priority Lien Security DocumentsBorrower and each other Guarantor; and (ivv) states that the Company Borrower has caused a copy of the Additional Secured Debt Designation and the related Collateral Trust Joinder to be delivered to each then existing Priority Lien Representative and that, as applicable, such Additional First Lien Secured Debt shall constitute First Lien Debt for the purposes of this Agreement or such Additional Collateral Bond and/or related obligations under First-Out Documents shall constitute First-Out Obligations for the purposes of this AgreementRepresentative. Although the Company Borrower shall be required to deliver a copy of each Additional Secured Debt Designation and each Collateral Trust Joinder to each then existing Priority Lien Secured Debt Representative, the failure to so deliver a copy of the Additional Secured Debt Designation and/or Collateral Trust Joinder to any then existing Priority Lien Secured Debt Representative shall not affect the status of such debt as Additional Secured Debt, Debt if the other requirements of this Section 3.8 are complied with. Each of the Collateral Trustee and any then existing Secured Debt Representative shall have the right to request that the Borrower provide a legal opinion of counsel that the relevant Security Documents are enforceable and sufficient to secure the Additional Secured Debt; provided, however, that such legal opinion or opinions need not address any collateral of a type or located in a jurisdiction not previously covered by any legal opinion delivered by or on behalf of the Borrower. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow Company the Borrower or any other Grantor Guarantor to incur additional secured Indebtedness unless permitted Funded Debt or Liens if prohibited by the terms of all applicable Priority Lien Documents. Liens upon the Collateral to secure Additional Secured Debt, shall be created pursuant to the Security Documents that create Liens upon the Collateral to secure the other Priority Lien Obligations; provided that, to the extent required by applicable law, such Liens upon the Collateral to secure Additional any Secured Debt may be created pursuant to separate Security Documents, which shall be in substantially the same form as the applicable Security Documents creating the Liens upon the Collateral to secure the other Priority Lien Obligations. Except in respect of Mined Land Under Permit and Other Credit Support, Additional Secured Debt shall not be secured by Liens upon any property of the Grantors unless the other Priority Lien Obligations are also secured by Liens on such property. Additional Secured Debt may be guaranteed by all of the applicable Guarantors, but shall not be guaranteed by any Person that is not a GuarantorDocument. (c) With respect to any Priority Lien Obligations constituting Additional Secured Debt that is issued or incurred after the date hereof, the Company and each of the other Grantors agrees to take such actions (if any) as necessary and as may from time to time reasonably be requested by the Collateral Trustee, any Priority Lien Representative or any Controlling Priority Lien Representative, and enter into such technical amendments, modifications and/or supplements to the then existing Guarantees and Security Documents (or execute and deliver such additional Security Documents) as necessary and as may from time to time be reasonably requested by such Persons (including as contemplated by clause (d) below), to ensure that the Additional Secured Debt, as applicable, is secured by, and entitled to the benefits of, the Security Documents, and each Priority Lien Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Collateral Trustee to enter into, any such technical amendments, modifications and/or supplements (and additional Security Documents). The Company and each other Grantor hereby further agrees that, if there are any recording, filing or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.8(c), all such amounts shall be paid by, and shall be for the account of, the Company and the respective other Grantors, on a joint and several basis. (d) The Company shall have the right, at any time on or after the occurrence of the Discharge of First-Out Obligations, to enter into any First-Out Document evidencing replacement First-Out Obligations so long as the incurrence thereof is not prohibited by any Priority Lien Documents, and to designate such obligations as First-Out Obligations in accordance with Section 3.8(b). At any time from and after the date of such designation pursuant to Section 3.8(b), subject to compliance with Sections 3.8(c), the obligations under such First-Out Document shall automatically and without further action be treated as First-Out Obligations for all purposes of this Agreement.

Additional Secured Debt. (a) The Collateral Trustee will, as collateral trustee hereunder, perform its undertakings set forth in Section 3.1(a) with respect to any First Lien Obligations constituting a Series of First Lien Debt that is issued or incurred after the date hereof or any First-Out Obligations constituting Additional Collateral Bonds and/or related obligations under First-Out Documents, as applicable, provided after the date hereof; provided that: (i) such First Lien Obligations are identified as First Lien Debt or such First-Out Obligations are identified as an Additional Collateral Bond and/or related obligations under First-Out Documents in accordance with the procedures set forth in Section 3.8(b); and (ii) unless such debt or bond is issued under an existing Priority Lien Document for any Series of First Lien Debt whose First Lien Representative is already party to this Agreement or under an existing Collateral Bond with respect to which the First-Out Representative is already a party to this Agreement, the designated Priority, the designated First Lien Representative identified pursuant to Section 3.8(b) signs a Collateral Trust Joinder and promptly delivers the same to the Collateral Trustee. (b) The Company AA USA will be permitted to designate as an additional holder of First Lien Debt or First-Out Secured Obligations hereunder each Person who is, or who becomes, the registered holder of First Priority Lien Debt or First-Out Obligations, as applicable, the registered holder of Subordinated Lien Debt incurred by the Company or any other Grantor after the date of this Agreement in accordance with the terms of all applicable Priority Lien Secured Debt Documents. The Company AA USA may only effect such designation by delivering to the Collateral Trustee each Secured Debt Representative an Additional Secured Debt Designation that: (i) states that the Company or other applicable such Grantor intends to incur additional First Priority Lien Debt (“Additional First and/or Subordinated Lien Debt”) or an Additional Collateral Bond and/or related obligations under First-Out Documents , as applicable (any Additional First Lien Debt or Additional Collateral Bond and/or related obligations under First-Out Documents, “Additional Secured Debt”) that is not prohibited which will either be (i) Priority Lien Debt permitted by each applicable Priority Lien Secured Debt Document to be incurred and to be secured with by a Priority Lien equally and ratably with all previously existing and future Priority Lien Debt or (ii) Subordinated Lien Debt permitted by each applicable Secured Debt Document to be secured with a Subordinated Lien equally and ratably with all previously existing and future Subordinated Lien Debt, but subject to the prior payment rights of the holders of all First-Out Obligations and certain other Priority Lien Obligations as set forth in Section 3.4(a); (ii) specifies the name, name and address and contact information of the Priority Lien Secured Debt Representative for such series of Additional Secured Debt for purposes of Section 7.6;Debt. (iii) states that the Company or each applicable Grantor has duly authorized, executed (if applicable) and recorded (or caused to be recorded), or agreed to record (or agreed to cause to be recorded)will concurrently authorize, execute and record, in each appropriate governmental office all relevant filings and recordations deemed necessary by Company or the Grantors and the holder of such Additional Secured Debt, or its Priority Lien Representative, to ensure that the Additional Secured Debt will be is secured by the Common Collateral in accordance with the Priority Lien Security Collateral Documents; (iv) attaches as Exhibit 1 to such Additional Secured Debt Designation a Reaffirmation Agreement in substantially the form attached as Exhibit 1 to Exhibit A of this Agreement, in which Reaffirmation Agreement has been duly executed by each case to the extent and as required by the Priority Lien Security Documentsapplicable Grantor; and (ivv) states that the Company AA USA has caused or will concurrently cause a copy of the Additional Secured Debt Designation and the related Collateral Trust Intercreditor Joinder to be delivered to each then existing Priority Lien Representative and that, as applicable, such Additional First Lien Secured Debt shall constitute First Lien Debt for the purposes of this Agreement or such Additional Collateral Bond and/or related obligations under First-Out Documents shall constitute First-Out Obligations for the purposes of this AgreementRepresentative. Although the Company AA USA shall be required to deliver a copy of each Additional Secured Debt Designation and each Collateral Trust Joinder to each then existing Priority Lien Secured Debt Representative, the failure to so deliver a copy of the Additional Secured Debt Designation and/or Collateral Trust Joinder to any then then-existing Priority Lien Secured Debt Representative shall not affect the status of such debt as Additional Secured Debt, Debt if the other requirements of this Section 3.8 8.17 are complied with. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow Company or any other Grantor to incur additional secured Indebtedness unless otherwise permitted by the terms of all applicable Priority Lien Secured Debt Documents. Liens upon the Collateral to secure Additional Secured Debt, shall be created pursuant to the Security Documents that create Liens upon the Collateral to secure the other Priority Lien Obligations; provided that, to the extent required by applicable law, such Liens upon the Collateral to secure Additional Secured Debt may be created pursuant to separate Security Documents, which shall be in substantially the same form as the applicable Security Documents creating the Liens upon the Collateral to secure the other Priority Lien Obligations. Except in respect of Mined Land Under Permit and Other Credit Support, Additional Secured Debt shall not be secured by Liens upon any property of the Grantors unless the other Priority Lien Obligations are also secured by Liens on such property. Additional Secured Debt may be guaranteed by all of the applicable Guarantors, but shall not be guaranteed by any Person that is not a Guarantor. (c) With respect to any Priority Lien Secured Obligations constituting Additional a Series of Secured Debt that is issued or incurred after the date hereofhereof and permitted by the Secured Debt Documents, the Company and each of the other Grantors Grantor agrees to take such actions (if any) as necessary and as may from time to time reasonably be requested by the Collateral TrusteeCredit Facility Agent, any Priority Lien Representative or any Controlling Priority Subordinated Lien Representative, and enter into such technical amendments, modifications and/or supplements to the then existing Guarantees and Security Collateral Documents (or execute and deliver such additional Security Collateral Documents) as necessary and ), in each case, including amendments or supplements thereto as may from time to time be reasonably requested by such Persons (including as contemplated by clause (d) below)Persons, to ensure that the Additional Secured Debt, as applicable, Debt is secured by, and entitled to the benefits of, the Security Documentsrelevant Collateral Documents in accordance with the terms of this Agreement, and each Priority Lien Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Collateral Trustee to enter into, into any such technical amendments, modifications and/or supplements (and additional Security Collateral Documents). The Company and each other Each Grantor hereby further agrees agree that, if there are any recording, filing or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.8(c8.17(b), all such amounts shall be paid by, and shall be for the account of, the Company and the respective other Grantors, on a joint and several basis. (d) The Company shall have the right, at any time on or after the occurrence of the Discharge of First-Out Obligations, to enter into any First-Out Document evidencing replacement First-Out Obligations so long as the incurrence thereof is not prohibited by any Priority Lien Documents, and to designate such obligations as First-Out Obligations in accordance with Section 3.8(b). At any time from and after the date of such designation pursuant to Section 3.8(b), subject to compliance with Sections 3.8(c), the obligations under such First-Out Document shall automatically and without further action be treated as First-Out Obligations for all purposes of this Agreement.

Additional Secured Debt. (a) The Collateral Trustee willParent Borrower will be permitted to designate additional Revolving Credit Secured Obligations, Pari Passu Secured Obligations or Subordinated Lien Secured Obligations, as collateral trustee hereunderthe case may be, perform its undertakings set forth in Section 3.1(a) with respect to incurred by any First Lien Obligations constituting a Series of First Lien Debt that is issued or incurred Grantor after the date hereof or any First-Out Obligations constituting Additional Collateral Bonds and/or related obligations under First-Out of this Agreement permitted by the terms of all applicable Revolving Credit Loan Documents, as applicablePari Passu Loan Documents or Subordinated Lien Loan Documents (collectively, provided after the date hereof; provided “Secured Debt Loan Documents”). The Borrower may effect such designation by delivering to each Revolving Credit Agent, each Pari Passu Representative and each Subordinated Lien Representative an Additional Secured Debt Designation stating that: (i) such First Lien Obligations are identified as First Lien Debt or such First-Out Obligations are identified as an Additional Collateral Bond and/or related obligations under First-Out Documents in accordance with the procedures set forth in Section 3.8(b); and (ii) unless such debt or bond is issued under an existing Priority Lien Document for any Series of First Lien Debt whose First Lien Representative is already party to this Agreement or under an existing Collateral Bond with respect to which the First-Out Representative is already a party to this Agreement, the designated Priority, the designated First Lien Representative identified pursuant to Section 3.8(b) signs a Collateral Trust Joinder and promptly delivers the same to the Collateral Trustee. (b) The Company will be permitted to designate as an additional holder of First Lien Debt or First-Out Obligations hereunder each Person who is, or who becomes, the registered holder of First Lien Debt or First-Out Obligations, as applicable, incurred by the Company or any other Grantor after the date of this Agreement in accordance with the terms of all applicable Priority Lien Documents. The Company may only effect such designation by delivering to the Collateral Trustee an Additional Secured Debt Designation that: (i) states that the Company or other applicable Grantor intends (x) to incur additional First secured debt or (y) to secure, as Subordinated Lien Debt Secured Obligations, existing unsecured debt (“Additional First Lien Debt”) or an Additional Collateral Bond and/or related obligations under First-Out Documents (any Additional First Lien Debt or Additional Collateral Bond and/or related obligations under First-Out Documentssuch debt, in either of the foregoing cases, “Additional Secured Debt”) that is not prohibited which will be one of the following: (x) Revolving Credit Secured Obligations permitted by each applicable Priority Lien Secured Debt Loan Document to be incurred secured by the Collateral, including Liens on the Revolving Credit Priority Collateral entitled to priority over the Liens securing the Pari Passu Secured Obligations and the Subordinated Lien Secured Obligations (provided, there may only be one series of Revolving Credit Secured Obligations outstanding at any time), (y) Pari Passu Debt permitted by each applicable Secured Debt Loan Document to be secured with by the Collateral (to the extent provided in the documentation for such Additional Secured Debt), including a Lien on the Pari Passu Priority Collateral (to the extent provided in the documentation for such Additional Secured Debt) entitled to priority over the Liens securing the Revolving Credit Secured Obligations and the Subordinated Lien equally Secured Obligations (Equally and ratably Ratably with all previously existing and future Priority Pari Passu Debt); it being acknowledged that Revolving 1148983.07A-CHISR01A - MSW Credit Secured Obligations may be Refinanced as Pari Passu Secured Obligations if so designated pursuant to this Section 7.5, and (z) Subordinated Lien Debt permitted 1148983.07A-CHISR01A - MSW by each applicable Secured Debt Loan Document to be secured by the Collateral (to the extent provided in the documentation for such Additional Secured Debt), but subject to the prior payment rights of senior Liens securing the holders of all First-Out Revolving Credit Secured Obligations and certain other Priority the Pari Passu Secured Obligations (Equally and Ratably with all previously existing and future Subordinated Lien Obligations as set forth in Section 3.4(aDebt); (ii) specifies specifying the name, name and address and contact information of the Priority Lien Revolving Credit Agent or Secured Debt Representative for such series of Additional Secured Debt for purposes of Section 7.6;11.9; and (iii) states that the Company or applicable Grantor has duly authorized, executed (if applicable) and recorded attaching complete copies (or caused substantially final drafts) of the material operative agreements constituting Revolving Credit Loan Documents, Pari Passu Loan Documents or Subordinated Lien Loan Documents, as the case may be, relating to be recorded), or agreed to record (or agreed to cause to be recorded), in each appropriate governmental office all relevant filings and recordations deemed necessary by Company or the Grantors and the holder of such Additional Secured Debt, or its Priority Lien Representative, to ensure that the Additional Secured Debt will be secured by the Collateral in accordance with the Priority Lien Security Documents, in each case to the extent and as required by the Priority Lien Security Documents; and (iv) states that the Company has caused a copy of the Additional Secured Debt Designation and the related Collateral Trust Joinder to be delivered to each then existing Priority Lien Representative and that, as applicable, such Additional First Lien Debt shall constitute First Lien Debt for the purposes of this Agreement or such Additional Collateral Bond and/or related obligations under First-Out Documents shall constitute First-Out Obligations for the purposes of this Agreement. Although the Company Parent Borrower shall be required to deliver a copy of each Additional Secured Debt Designation and each Collateral Trust Joinder to each then existing Priority Lien Revolving Credit Agent and Secured Debt Representative, the failure to so deliver a copy of the Additional Secured Debt Designation and/or Collateral Trust Joinder to any then existing Priority Lien Representative Revolving Credit Agents and Secured Debt Representatives shall not affect the status of such debt as Additional Secured Debt, Debt if the other requirements of this Section 3.8 7.5 are complied with. Each Revolving Credit Agent and Secured Debt Representative shall have the right to request that the Parent Borrower provide a legal opinion (in form and substance customary in the jurisdiction(s) covered by such opinions at such time, and subject to customary qualifications and assumptions, which opinion may be a copy of a legal opinion of counsel provided to the holders of Additional Secured Debt or their Secured Debt Representatives) as to the Additional Secured Debt being secured by a valid and perfected security interest (which legal opinion may be provided by internal counsel to the extent the holders of Additional Secured Debt or their Secured Debt Representatives relied on an opinion of internal counsel on such matters); provided, however, that such legal opinion or opinions need not address any collateral of a type or located in a jurisdiction not previously covered by any legal opinion delivered by or on behalf of the Parent Borrower. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow Company or any other Grantor to incur additional secured Indebtedness unless permitted or Liens if prohibited by the terms of all any applicable Priority Lien Secured Debt Loan Documents or the Revolving Credit Loan Documents. Liens upon Each Revolving Credit Agent and Secured Debt Representative shall have the Collateral right to secure Additional Secured Debtrequest that the Grantors (i) reaffirm, shall be created pursuant amend and/or re-execute any of the then-existing Security Documents (and do all acts and execute all documents required or advisable in connection therewith) to the Security Documents that create Liens upon extent such reaffirmation, amendment and/or re-execution is required or advisable to maintain the Collateral to secure the other Priority Lien Obligations; provided thatvalidity, enforceability, perfection and, to the extent required by applicable lawpossible, such Liens upon the Collateral to secure Additional Secured Debt may be created pursuant to separate Security Documents, which shall be in substantially the same form as the applicable Security Documents creating priority of the Liens upon the Collateral to secure the other Priority Lien Obligations. Except in respect of Mined Land Under Permit and Other Credit Support, Additional Secured Debt shall not be secured by Liens upon any property of the Grantors unless the other Priority Lien Obligations are also secured by Liens on such property. Additional Secured Debt may be guaranteed by all of the applicable Guarantors, but shall not be guaranteed by any Person that is not a Guarantor. granted thereunder and/or (cii) With respect to any Priority Lien Obligations constituting Additional Secured Debt that is issued or incurred after the date hereof, the Company and each of the other Grantors agrees to take such actions (if any) as necessary and as may from time to time reasonably be requested by the Collateral Trustee, any Priority Lien Representative or any Controlling Priority Lien Representative, and enter into such technical amendments, modifications and/or supplements to the then existing Guarantees and Security Documents (extent required or advisable, execute and deliver such any additional Security DocumentsDocument (and do all acts and execute all documents required or advisable in connection therewith) as necessary and as may from time to time be reasonably requested by such Persons (including as contemplated by clause (d) below)establish the validity, enforceability, perfection and, to ensure that the Additional Secured Debtextent possible, as applicable, is secured by, and entitled to priority of new Lien(s) over the benefits of, the Security Documents, and each Priority Lien Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Collateral Trustee to enter into, any such technical amendments, modifications and/or supplements (and additional Security Documents). The Company and each other Grantor hereby further agrees that, if there are any recording, filing or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.8(c), all such amounts shall be paid by, and shall be for the account of, the Company and the respective other Grantors, on a joint and several basisCollateral. (d) The Company shall have the right, at any time on or after the occurrence of the Discharge of First-Out Obligations, to enter into any First-Out Document evidencing replacement First-Out Obligations so long as the incurrence thereof is not prohibited by any Priority Lien Documents, and to designate such obligations as First-Out Obligations in accordance with Section 3.8(b). At any time from and after the date of such designation pursuant to Section 3.8(b), subject to compliance with Sections 3.8(c), the obligations under such First-Out Document shall automatically and without further action be treated as First-Out Obligations for all purposes of this Agreement.

Additional Secured Debt. (a) The Collateral Trustee Agent will, as collateral trustee agent hereunder, perform its undertakings set forth in Section 3.1(a) with respect to any First Lien each holder of Secured Obligations constituting of a Series of First Lien Secured Debt that is issued or incurred after the date hereof or any First-Out Obligations constituting Additional Collateral Bonds and/or related obligations under First-Out Documents, as applicable, provided after the date hereof; provided that: (i) such First Lien holds Secured Obligations that are identified as First Parity Lien Debt or such First-Out Obligations are identified as an Additional Collateral Bond and/or related obligations under First-Out Documents Priority Lien Debt in accordance with the procedures set forth in Section 3.8(b); and (ii) unless such debt or bond is issued under an existing Priority Lien Document for any Series of First Lien signs, through its designated Secured Debt whose First Lien Representative is already party to this Agreement or under an existing Collateral Bond with respect to which the First-Out Representative is already a party to this Agreement, the designated Priority, the designated First Lien Representative identified pursuant to Section 3.8(b) signs ), a Collateral Trust Joinder and promptly delivers the same to the Collateral TrusteeJoinder. (b) The Company Borrower or any other Obligor will be permitted to designate as an additional holder of First Lien Debt or First-Out Obligations Secured Debtholders hereunder each Person who is, or who becomes, the registered holder of First Parity Lien Debt or First-Out Obligations, as applicable, the registered holder of Priority Lien Debt incurred by the Company such Borrower or any other Grantor Obligor after the date of this Agreement in accordance with the terms of all applicable Priority Lien the Secured Debt Documents. The Company Such Borrower or Obligor may only effect such designation by delivering to the Collateral Trustee an Additional Agent, with copies to each previously identified Secured Debt Designation thatRepresentative, each of the following: (i) states an Officers’ Certificate stating that the Company Borrower or other applicable Grantor Obligor intends to incur additional First Lien Secured Debt (“Additional First Lien Debt”) or an Additional Collateral Bond and/or related obligations under First-Out Documents (any Additional First Lien Debt or Additional Collateral Bond and/or related obligations under First-Out Documents, “Additional New Secured Debt”) that is not prohibited which will either be (A) Priority Lien Debt permitted by each applicable Priority Lien Secured Debt Document to be incurred and secured by a Priority Lien on a pari passu basis with all previously existing Priority Lien Debt or (B) Parity Lien Debt permitted by each applicable Secured Debt Document to be secured with a Priority Parity Lien equally and ratably on a pari passu basis with all previously existing and future Priority Parity Lien Debt, but subject to the prior payment rights of the holders of all First-Out Obligations and certain other Priority Lien Obligations as set forth in Section 3.4(a); (ii) specifies the name, address and contact information of the Priority Lien Representative for such series of Additional Secured Debt for purposes of Section 7.6; (iii) states evidence that the Company Borrower or applicable Grantor Obligor has duly authorized, executed (if applicable) and recorded (or caused to be recorded), or agreed to record (or agreed to cause to be recorded), ) in each appropriate governmental office all relevant financing statements, filings and recordations deemed necessary by Company or the Grantors and the holder of such Additional Secured Debtrecordations, or its Priority Lien Representativeif any, to ensure that the Additional New Secured Debt will be is secured by the Collateral in accordance with the Priority Lien Security Documents, in each case to the extent and as required by the Priority Lien Security DocumentsCollateral; and (iviii) states that a written notice specifying the Company has caused a copy name and address of the Additional Secured Debt Designation and the related Collateral Trust Joinder to be delivered to each then existing Priority Lien Representative and that, as applicable, for such Additional First Lien Debt shall constitute First Lien series of New Secured Debt for the purposes of this Agreement or such Additional Collateral Bond and/or related obligations under First-Out Documents shall constitute First-Out Obligations for the purposes of this Agreement. Although the Company shall be required to deliver a copy of each Additional Secured Debt Designation and each Collateral Trust Joinder to each then existing Priority Lien Representative, the failure to so deliver a copy of the Additional Secured Debt Designation and/or Collateral Trust Joinder to any then existing Priority Lien Representative shall not affect the status of such debt as Additional Secured Debt, if the other requirements of this Section 3.8 are complied with9.9. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow Company the Borrower or any other Grantor Obligor to incur additional secured Indebtedness unless otherwise permitted by the terms of all applicable Priority Lien Documents. Liens upon the Collateral to secure Additional Secured Debt, shall be created pursuant to the Security Documents that create Liens upon the Collateral to secure the other Priority Lien Obligations; provided that, to the extent required by applicable law, such Liens upon the Collateral to secure Additional Secured Debt may be created pursuant to separate Security Documents, which shall be in substantially the same form as the applicable Security Documents creating the Liens upon the Collateral to secure the other Priority Lien Obligations. Except in respect of Mined Land Under Permit and Other Credit Support, Additional Secured Debt shall not be secured by Liens upon any property of the Grantors unless the other Priority Lien Obligations are also secured by Liens on such property. Additional Secured Debt may be guaranteed by all of the applicable Guarantors, but shall not be guaranteed by any Person that is not a Guarantor. (c) With respect to any Priority Lien Obligations constituting Additional Secured Debt that is issued or incurred after the date hereof, the Company and each of the other Grantors agrees to take such actions (if any) as necessary and as may from time to time reasonably be requested by the Collateral Trustee, any Priority Lien Representative or any Controlling Priority Lien Representative, and enter into such technical amendments, modifications and/or supplements to the then existing Guarantees and Security Documents (or execute and deliver such additional Security Documents) as necessary and as may from time to time be reasonably requested by such Persons (including as contemplated by clause (d) below), to ensure that the Additional Secured Debt, as applicable, is secured by, and entitled to the benefits of, the Security Documents, and each Priority Lien Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Collateral Trustee to enter into, any such technical amendments, modifications and/or supplements (and additional Security Documents). The Company and each other Grantor hereby further agrees that, if there are any recording, filing or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.8(c), all such amounts shall be paid by, and shall be for the account of, the Company and the respective other Grantors, on a joint and several basis. (d) The Company shall have the right, at any time on or after the occurrence of the Discharge of First-Out Obligations, to enter into any First-Out Document evidencing replacement First-Out Obligations so long as the incurrence thereof is not prohibited by any Priority Lien Documents, and to designate such obligations as First-Out Obligations in accordance with Section 3.8(b). At any time from and after the date of such designation pursuant to Section 3.8(b), subject to compliance with Sections 3.8(c), the obligations under such First-Out Document shall automatically and without further action be treated as First-Out Obligations for all purposes of this Agreement.

Additional Secured Debt. (a) The Collateral Trustee Agent will, as collateral trustee agent hereunder, perform its undertakings set forth in Section 3.1(a) with respect to any First Lien each holder of Secured Obligations constituting of a Series of First Lien Secured Debt that is issued or incurred after the date hereof or any First-Out Obligations constituting Additional Collateral Bonds and/or related obligations under First-Out Documents, as applicable, provided after the date hereof; provided that: (i) such First Lien holds Secured Obligations that are identified as First Parity Lien Debt or such First-Out Obligations are identified as an Additional Collateral Bond and/or related obligations under First-Out Documents Priority Lien Debt in accordance with the procedures set forth in Section 3.8(b); and (ii) unless such debt or bond is issued under an existing Priority Lien Document for any Series of First Lien signs, through its designated Secured Debt whose First Lien Representative is already party to this Agreement or under an existing Collateral Bond with respect to which the First-Out Representative is already a party to this Agreement, the designated Priority, the designated First Lien Representative identified pursuant to Section 3.8(b) signs ), a Collateral Trust Joinder and promptly delivers the same to the Collateral TrusteeJoinder. (b) The Company or any other Obligor will be permitted to designate as an additional holder of First Lien Debt or First-Out Obligations Secured Debtholders hereunder each Person who is, or who becomes, the registered holder of First Parity Lien Debt or First-Out Obligations, as applicable, the holder of Priority Lien Debt incurred by the Company or any other Grantor such Obligor after the date of this Agreement in accordance with the terms of all applicable Priority Lien the Secured Debt Documents. The Company or such Obligor may only effect such designation by delivering to the Collateral Trustee an Additional Agent, with copies to each previously identified Secured Debt Designation thatRepresentative, each of the following: (i) states an Officers’ Certificate stating that the Company or other applicable Grantor Obligor intends to incur additional First Lien Secured Debt (“Additional First Lien Debt”) or an Additional Collateral Bond and/or related obligations under First-Out Documents (any Additional First Lien Debt or Additional Collateral Bond and/or related obligations under First-Out Documents, “Additional New Secured Debt”) that is not prohibited which will either be (A) Priority Lien Debt permitted by each applicable Priority Lien Secured Debt Document to be incurred and secured by a Priority Lien on a pari passu basis with all previously existing Priority Lien Debt or (B) Parity Lien Debt permitted by each applicable Secured Debt Document to be secured with a Priority Parity Lien equally and ratably on a pari passu basis with all previously existing and future Priority Parity Lien Debt, but subject to the prior payment rights of the holders of all First-Out Obligations and certain other Priority Lien Obligations as set forth in Section 3.4(a); (ii) specifies the name, address and contact information of the Priority Lien Representative for such series of Additional Secured Debt for purposes of Section 7.6; (iii) states evidence that the Company or applicable Grantor Obligor has duly authorized, executed (if applicable) and recorded (or caused to be recorded), or agreed to record (or agreed to cause to be recorded), ) in each appropriate governmental office all relevant financing statements, filings and recordations deemed necessary by Company or the Grantors and the holder of such Additional Secured Debtrecordations, or its Priority Lien Representativeif any, to ensure that the Additional New Secured Debt will be is secured by the Collateral in accordance with the Priority Lien Security Documents, in each case to the extent and as required by the Priority Lien Security DocumentsCollateral; and (iviii) states that a written notice specifying the Company has caused a copy name and address of the Additional Secured Debt Designation and the related Collateral Trust Joinder to be delivered to each then existing Priority Lien Representative and that, as applicable, for such Additional First Lien Debt shall constitute First Lien series of New Secured Debt for the purposes of this Agreement or such Additional Collateral Bond and/or related obligations under First-Out Documents shall constitute First-Out Obligations for the purposes of this Agreement. Although the Company shall be required to deliver a copy of each Additional Secured Debt Designation and each Collateral Trust Joinder to each then existing Priority Lien Representative, the failure to so deliver a copy of the Additional Secured Debt Designation and/or Collateral Trust Joinder to any then existing Priority Lien Representative shall not affect the status of such debt as Additional Secured Debt, if the other requirements of this Section 3.8 are complied with9.9. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow the Company or any other Grantor Obligor to incur additional secured Indebtedness unless otherwise permitted by the terms of all applicable Priority Lien Documents. Liens upon the Collateral to secure Additional Secured Debt, shall be created pursuant to the Security Documents that create Liens upon the Collateral to secure the other Priority Lien Obligations; provided that, to the extent required by applicable law, such Liens upon the Collateral to secure Additional Secured Debt may be created pursuant to separate Security Documents, which shall be in substantially the same form as the applicable Security Documents creating the Liens upon the Collateral to secure the other Priority Lien Obligations. Except in respect of Mined Land Under Permit and Other Credit Support, Additional Secured Debt shall not be secured by Liens upon any property of the Grantors unless the other Priority Lien Obligations are also secured by Liens on such property. Additional Secured Debt may be guaranteed by all of the applicable Guarantors, but shall not be guaranteed by any Person that is not a Guarantor. (c) With respect to any Priority Lien Obligations constituting Additional Secured Debt that is issued or incurred after the date hereof, the Company and each of the other Grantors agrees to take such actions (if any) as necessary and as may from time to time reasonably be requested by the Collateral Trustee, any Priority Lien Representative or any Controlling Priority Lien Representative, and enter into such technical amendments, modifications and/or supplements to the then existing Guarantees and Security Documents (or execute and deliver such additional Security Documents) as necessary and as may from time to time be reasonably requested by such Persons (including as contemplated by clause (d) below), to ensure that the Additional Secured Debt, as applicable, is secured by, and entitled to the benefits of, the Security Documents, and each Priority Lien Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Collateral Trustee to enter into, any such technical amendments, modifications and/or supplements (and additional Security Documents). The Company and each other Grantor hereby further agrees that, if there are any recording, filing or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.8(c), all such amounts shall be paid by, and shall be for the account of, the Company and the respective other Grantors, on a joint and several basis. (d) The Company shall have the right, at any time on or after the occurrence of the Discharge of First-Out Obligations, to enter into any First-Out Document evidencing replacement First-Out Obligations so long as the incurrence thereof is not prohibited by any Priority Lien Documents, and to designate such obligations as First-Out Obligations in accordance with Section 3.8(b). At any time from and after the date of such designation pursuant to Section 3.8(b), subject to compliance with Sections 3.8(c), the obligations under such First-Out Document shall automatically and without further action be treated as First-Out Obligations for all purposes of this Agreement.

Additional Secured Debt. (a) The Each Lender and each Issuing Bank acknowledges that Additional Secured Debt may be secured by Liens on the Collateral Trustee will, as collateral trustee hereunder, perform its undertakings set forth in Section 3.1(a) with respect to any First Lien Obligations constituting a Series of First Lien Debt that is issued or incurred after the date hereof or any First-Out Obligations constituting Additional Collateral Bonds and/or related obligations under First-Out Documents, as applicable, provided after the date hereof; provided that: having (i) such junior priority to the Liens securing the Obligations on the ABL Facility First Lien Obligations are identified as First Lien Debt or such First-Out Obligations are identified as an Additional Priority Collateral Bond and/or related obligations under First-Out Documents in accordance with the procedures set forth in Section 3.8(b); and and (ii) unless such debt or bond is issued under an existing Priority Lien Document for any Series of First Lien Debt whose First Lien Representative is already party to this Agreement or under an existing Collateral Bond with respect to which the First-Out Representative is already a party to this Agreement, the designated Priority, the designated First Lien Representative identified pursuant to Section 3.8(b) signs a Collateral Trust Joinder and promptly delivers the same senior priority to the Liens securing the Obligations on the Term Facility First Priority Collateral Trusteeand hereby consents thereto. (b) The Company In connection with the incurrence by the Borrower or any Subsidiary of Additional Secured Debt, each Lender and each Issuing Bank (i) acknowledges that, at the request of the Borrower, each of the Administrative Agent and/or the Collateral Agent shall enter into one or more Additional Secured Debt Intercreditor Agreements, (ii) authorizes and directs each Agent to execute and deliver any Additional Secured Debt Intercreditor Agreement and any documents relating thereto, in each case on behalf of such Lender or Issuing Bank and without any further consent, authorization or other action by such Lender or Issuing Bank, (iii) authorizes and directs each Agent to act as its representative under, and in connection with, any Additional Secured Debt Intercreditor Agreement, and (iv) agrees that, upon the execution and delivery thereof, it will be bound by the provisions of any Additional Secured Debt Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions thereof. Each Lender and each Issuing Bank further authorizes and directs each Agent to enter into such amendments, supplements or other modifications to any Additional Secured Debt Intercreditor Agreement as are reasonably acceptable to the Administrative Agent in order to (A) enable any extension, renewal, refinancing, replacement or additional incurrence of any Additional Secured Debt permitted under this Agreement and (B) provide for the Additional Secured Debt thereunder to be secured by Liens on the Collateral having junior priority to the Liens securing the Obligations on the ABL Facility First Priority Collateral and senior priority to the Liens securing the Obligations on the Term Facility First Priortiy Collateral, in each case on behalf of such Lender or each Issuing Bank and without any further consent, authorization or other action by such Lender or such Issuing Bank. (c) Each Lender and each Issuing Bank (i) acknowledges that, at the request of the Borrower, each of the Administrative Agent and/or the Collateral Agent shall (A) amend, substitute, supplement or otherwise modify the Guarantee and Collateral Agreement, (B) amend, substitute, replace, supplement or otherwise modify any other Security Document, (C) enter into additional Security Documents and (D) take such further actions as are reasonably incidental to the foregoing, in each case as are reasonably acceptable to the Administrative Agent and the Collateral Agent in order to (1) enable the Borrower or any Subsidiary to incur Additional Secured Debt otherwise permitted to designate as an additional holder of First Lien be incurred hereunder, and (2) provide for any Additional Secured Debt or First-Out Obligations hereunder each Person who isthereunder to be secured, or who becomes, the registered holder of First Lien Debt or First-Out Obligations, as applicable, incurred by the Company or any other Grantor after the date of this Agreement in accordance with the terms of all applicable Priority Lien Documents. The Company may only effect such designation by delivering to the Collateral Trustee an any Additional Secured Debt Designation that: (i) states that the Company or other applicable Grantor intends to incur additional First Lien Debt (“Additional First Lien Debt”) or an Additional Collateral Bond and/or related obligations under First-Out Documents (any Additional First Lien Debt or Additional Collateral Bond and/or related obligations under First-Out DocumentsIntercreditor Agreement, “Additional Secured Debt”) that is not prohibited by each applicable Priority Lien Document to be incurred and to be secured with a Priority Lien equally and ratably with all previously existing and future Priority Lien Debt, but subject Liens having junior priority to the prior payment rights of Liens securing the holders of all First-Out Obligations on the ABL Facility First Priority Collateral and certain other senior priority to the Liens securing the Obligations on the Term Facility First Priority Lien Obligations as set forth in Section 3.4(a); Collateral, (ii) specifies the nameauthorizes and directs each Agent to execute and deliver any such amendments, address supplements, agreements and contact information other documents, in each case on behalf of the Priority Lien Representative for such series of Additional Secured Debt for purposes of Section 7.6; Lender or Issuing Bank and without any further consent, authorization or other action by such Lender or Issuing Bank and (iii) states that agrees that, upon the Company or applicable Grantor has duly authorizedexecution and delivery thereof, executed (if applicable) and recorded (or caused to it will be recorded), or agreed to record (or agreed to cause to be recorded), in each appropriate governmental office all relevant filings and recordations deemed necessary bound by Company or the Grantors and the holder provisions of such Additional amendments, supplements, agreements and other documents as if it were a signatory thereto and will take no actions contrary to the provisions thereof. (d) Without limiting the foregoing, no Secured DebtParty shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, or its Priority Lien Representativeit being understood and agreed that all powers, to ensure that rights and remedies under the Additional Secured Debt will Loan Documents may be secured exercised solely by the Collateral Agents on behalf of the Secured Parties in accordance with the Priority Lien Security Documentsterms thereof (subject, in each the case of the Collateral, to the extent and as required by the Priority Lien Security Documents; and (iv) states that the Company has caused a copy provisions of the ABL Intercreditor Agreement and any Additional Secured Debt Designation and Intercreditor Agreement). In the related Collateral Trust Joinder to be delivered to each then existing Priority Lien Representative and that, as applicable, such Additional First Lien Debt shall constitute First Lien Debt for the purposes event of this Agreement or such Additional Collateral Bond and/or related obligations under First-Out Documents shall constitute First-Out Obligations for the purposes of this Agreement. Although the Company shall be required to deliver a copy of each Additional Secured Debt Designation and each Collateral Trust Joinder to each then existing Priority Lien Representative, the failure to so deliver a copy of the Additional Secured Debt Designation and/or Collateral Trust Joinder to any then existing Priority Lien Representative shall not affect the status of such debt as Additional Secured Debt, if the other requirements of this Section 3.8 are complied with. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow Company or any other Grantor to incur additional secured Indebtedness unless permitted by the terms of all applicable Priority Lien Documents. Liens upon the Collateral to secure Additional Secured Debt, shall be created pursuant to the Security Documents that create Liens upon the Collateral to secure the other Priority Lien Obligations; provided that, to the extent required by applicable law, such Liens upon the Collateral to secure Additional Secured Debt may be created pursuant to separate Security Documents, which shall be in substantially the same form as the applicable Security Documents creating the Liens upon the Collateral to secure the other Priority Lien Obligations. Except in respect of Mined Land Under Permit and Other Credit Support, Additional Secured Debt shall not be secured by Liens upon any property of the Grantors unless the other Priority Lien Obligations are also secured by Liens on such property. Additional Secured Debt may be guaranteed by all of the applicable Guarantors, but shall not be guaranteed by any Person that is not a Guarantor. (c) With respect to any Priority Lien Obligations constituting Additional Secured Debt that is issued or incurred after the date hereof, the Company and each of the other Grantors agrees to take such actions (if any) as necessary and as may from time to time reasonably be requested foreclosure by the Collateral TrusteeAgent on any of the Collateral pursuant to a public or private sale or other disposition, any Priority Lien Representative Lender may be the purchaser of any or all of such Collateral at any such sale or other disposition, and such Collateral Agent as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any Controlling Priority Lien Representativeportion of the Collateral sold at any such sale, to use and enter into such technical amendments, modifications and/or supplements to apply any of the then existing Guarantees and Security Documents (or execute and deliver such additional Security Documents) Obligations as necessary and as may from time to time be reasonably requested a credit on account of the purchase price for any Collateral payable by such Persons (including as contemplated by clause (d) below)Collateral Agent on behalf of the Secured Parties at such sale or other disposition. Each Secured Party, to ensure that the Additional Secured Debtwhether or not a party hereto, as applicablewill be deemed, is secured by, and entitled to the benefits of, the Security Documents, and each Priority Lien Secured Party (by its acceptance of the benefits hereof) hereby agrees of the Collateral and of the Guarantees of the Obligations provided under the Loan Documents, to have agreed to the foregoing provisions. The provisions of this paragraph are for the sole benefit of the Lenders and shall not afford any right to, or constitute a defense available to, any Loan Party. (e) Each Lender and Issuing Bank (i) acknowledges that it has received a copy of the ABL Intercreditor Agreement, (ii) agrees that it will be bound by and will take no actions contrary to the provisions of the ABL Intercreditor Agreement and (iii) acknowledges that the Collateral Agent will enter into the ABL Intercreditor Agreement, and hereby authorizes the Collateral Trustee to enter intoAgent or the Administrative Agent, any such technical amendments, modifications and/or supplements (and additional Security Documents). The Company and each other Grantor hereby further agrees that, if there are any recording, filing or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.8(c), all such amounts shall be paid by, and shall be for the account of, the Company and the respective other Grantors, on a joint and several basis. (d) The Company shall have the right, at any time on or after the occurrence of the Discharge of First-Out Obligationsas applicable, to enter into (and be a party to) the ABL Intercreditor Agreement and any First-Out Document evidencing replacement First-Out Obligations so long documents related thereto (including any amendments to the Security Documents) on behalf of itself, such Lender, the Issuing Banks and other holders of Secured Obligations, in each case as the incurrence thereof is not prohibited Collateral Agent or the Administrative Agent, as applicable, shall determine to be appropriate to cause the applicable Indebtedness, and the obligations related thereto, to be secured as permitted hereunder without any further consent, authorization or other action by any Priority Lien Documents, and to designate such obligations as First-Out Obligations in accordance with Section 3.8(b). At any time from and after the date of such designation pursuant to Section 3.8(b), subject to compliance with Sections 3.8(c), the obligations under such First-Out Document shall automatically and without further action be treated as First-Out Obligations for all purposes of this AgreementLender or Issuing Bank.

Additional Secured Debt. (a) The Collateral Trustee will, as collateral trustee hereundertrustee, perform its undertakings set forth in Section 3.1(a) recognize a holder of Additional Secured Debt entitled to the benefits of holders of Secured Debt under this Agreement with respect to any First Lien each holder of Secured Debt Obligations constituting of a Series of First Lien Secured Debt that is issued or incurred after the date hereof or any First-Out Obligations constituting Additional Collateral Bonds and/or related obligations under First-Out Documents, as applicable, provided after the date hereof; provided that: (i1) such First Lien holds Secured Debt Obligations that are identified as First Lien Secured Debt or such First-Out Obligations are identified as an Additional Collateral Bond and/or related obligations under First-Out Documents in accordance with the procedures set forth in Section 3.8(b); and (ii2) unless such debt or bond is issued under an existing Priority Lien Document for any Series of First Lien executes, through its designated Secured Debt whose First Lien Representative is already party to this Agreement or under an existing Collateral Bond with respect to which the First-Out Representative is already a party to this Agreement, the designated Priority, the designated First Lien Representative identified pursuant to Section 3.8(b) signs ), a Collateral Trust Joinder and promptly delivers the same to the Collateral Trustee. (b) The Company Issuers will be permitted to designate as an additional holder of First Lien Secured Debt or First-Out Obligations hereunder each Person who is, or who becomes, the registered holder of First Lien Secured Debt or First-Out Obligations, as applicable, incurred by the Company any Issuer or any other Grantor Guarantor after the date of this Agreement in accordance with the terms of all applicable Priority Lien Secured Debt Documents. The Company Issuers may only effect such designation by delivering to the Collateral Trustee an Additional Secured Debt Designation stating that: (i1) states that the Company applicable Issuer or other applicable Grantor Guarantor intends to incur additional First Lien Secured Debt (“Additional First Lien Debt”) or an Additional Collateral Bond and/or related obligations under First-Out Documents (any Additional First Lien Debt or Additional Collateral Bond and/or related obligations under First-Out Documents, “Additional Secured Debt”) that is not prohibited which will be Secured Debt permitted by each applicable Priority Lien Secured Debt Document to be incurred secured by a Secured Debt Lien Equally and to be secured with a Priority Lien equally and ratably Ratably with all previously existing and future Priority Lien Secured Debt, but subject to the prior payment rights of the holders of all First-Out Obligations and certain other Priority Lien Obligations as set forth in Section 3.4(a); (ii2) specifies specifying the name, name and address and contact information of the Priority Lien Secured Debt Representative for such series of Additional Secured Debt for purposes of Section 7.6;. (iii3) states that the Company or applicable Grantor each Issuer and Guarantor has duly authorized, executed (if applicable) and filed, registered or recorded (or caused to be filed, registered or recorded), or agreed to record (or agreed to cause to be recorded), ) in each appropriate governmental office all relevant filings filings, registrations and recordations deemed recordations, if any, as are necessary by Company or the Grantors and the holder of such Additional Secured Debt, or its Priority Lien Representative, to ensure that cause the Additional Secured Debt will to be secured by the Collateral in accordance with the Priority Lien Security Documents, in each case ; (4) attached as Exhibit 1 to the extent and as required such Additional Secured Debt Designation is a Reaffirmation Agreement duly executed by the Priority Lien Security DocumentsIssuers and each Guarantor, which Reaffirmation Agreement shall be substantially in the form of Exhibit 1 to Exhibit A hereto; and (iv5) states that the Company has Issuers have caused a copy of the Additional Secured Debt Designation and the related Collateral Trust Joinder to be delivered to each then then-existing Priority Lien Representative and that, as applicable, such Additional First Lien Secured Debt shall constitute First Lien Debt for the purposes of this Agreement or such Additional Collateral Bond and/or related obligations under First-Out Documents shall constitute First-Out Obligations for the purposes of this AgreementRepresentative. Although the Company Issuers shall be required to deliver a copy of each Additional Secured Debt Designation and each Collateral Trust Joinder to each then existing Priority Lien Secured Debt Representative, the failure to so deliver a copy of the Additional Secured Debt Designation and/or Collateral Trust Joinder to any then existing Priority Lien Secured Debt Representative shall not affect the status of such debt as Additional Secured Debt, Debt if the other requirements of this Section 3.8 are complied with. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow Company any Issuer or any other Grantor Guarantor to incur additional secured Indebtedness unless otherwise permitted by the terms of all applicable Priority Lien Secured Debt Documents. Liens upon the Collateral to secure Additional Secured Debt, Debt shall be created pursuant to the Security Documents that create Liens upon the Collateral to secure the Notes and all other Priority Lien ObligationsObligations in respect of the Notes; provided provided, that, to the extent required by applicable law, such Liens upon the Collateral to secure Additional Secured Debt may be created pursuant to separate Security Documents, which shall be in substantially the same form as the applicable Security Documents creating the Liens upon the Collateral to secure the Notes and all other Priority Lien Obligations. Except Obligations in respect of Mined Land Under Permit and Other Credit Support, the Notes. Additional Secured Debt shall not be secured by Liens upon any property Collateral to the extent that the Notes and all other Obligations in respect of the Grantors unless the other Priority Lien Obligations Notes are not also secured by Liens on such propertyCollateral. Additional Secured Debt may be guaranteed by all of the applicable Guarantors, but shall not be guaranteed by any Person that is not unless such Person also executes a GuarantorNote Guarantee. (c) With respect to any Priority Lien Obligations constituting Additional Secured Debt that is issued or incurred after the date hereof, the Company and each of the other Grantors agrees to take such actions (if any) as necessary and as may from time to time reasonably be requested by the Collateral Trustee, any Priority Lien Representative or any Controlling Priority Lien Representative, and enter into such technical amendments, modifications and/or supplements to the then existing Guarantees and Security Documents (or execute and deliver such additional Security Documents) as necessary and as may from time to time be reasonably requested by such Persons (including as contemplated by clause (d) below), to ensure that the Additional Secured Debt, as applicable, is secured by, and entitled to the benefits of, the Security Documents, and each Priority Lien Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Collateral Trustee to enter into, any such technical amendments, modifications and/or supplements (and additional Security Documents). The Company and each other Grantor hereby further agrees that, if there are any recording, filing or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.8(c), all such amounts shall be paid by, and shall be for the account of, the Company and the respective other Grantors, on a joint and several basis. (d) The Company shall have the right, at any time on or after the occurrence of the Discharge of First-Out Obligations, to enter into any First-Out Document evidencing replacement First-Out Obligations so long as the incurrence thereof is not prohibited by any Priority Lien Documents, and to designate such obligations as First-Out Obligations in accordance with Section 3.8(b). At any time from and after the date of such designation pursuant to Section 3.8(b), subject to compliance with Sections 3.8(c), the obligations under such First-Out Document shall automatically and without further action be treated as First-Out Obligations for all purposes of this Agreement.

Additional Secured Debt. (a) The Collateral Trustee willParent Borrower will be permitted to designate additional Revolving Credit Secured Obligations, Pari Passu Secured Obligations or Subordinated Lien Secured Obligations, as collateral trustee hereunderthe case may be, perform its undertakings set forth in Section 3.1(a) with respect to incurred by any First Lien Obligations constituting a Series of First Lien Debt that is issued or incurred Grantor after the date hereof or any First-Out Obligations constituting Additional Collateral Bonds and/or related obligations under First-Out of this Agreement permitted by the terms of all applicable Revolving Credit Loan Documents, as applicablePari Passu Loan Documents or Subordinated Lien Loan Documents (collectively, provided after the date hereof; provided “Secured Debt Loan Documents”). The Borrower may effect such designation by delivering to each Revolving Credit Agent, each Pari Passu Representative and each Subordinated Lien Representative an Additional Secured Debt Designation stating that: (i) such First Lien Obligations are identified as First Lien Debt or such First-Out Obligations are identified as an Additional Collateral Bond and/or related obligations under First-Out Documents in accordance with the procedures set forth in Section 3.8(b); and (ii) unless such debt or bond is issued under an existing Priority Lien Document for any Series of First Lien Debt whose First Lien Representative is already party to this Agreement or under an existing Collateral Bond with respect to which the First-Out Representative is already a party to this Agreement, the designated Priority, the designated First Lien Representative identified pursuant to Section 3.8(b) signs a Collateral Trust Joinder and promptly delivers the same to the Collateral Trustee. (b) The Company will be permitted to designate as an additional holder of First Lien Debt or First-Out Obligations hereunder each Person who is, or who becomes, the registered holder of First Lien Debt or First-Out Obligations, as applicable, incurred by the Company or any other Grantor after the date of this Agreement in accordance with the terms of all applicable Priority Lien Documents. The Company may only effect such designation by delivering to the Collateral Trustee an Additional Secured Debt Designation that: (i) states that the Company or other applicable Grantor intends (x) to incur additional First secured debt (or (y) to secure, as Subordinated Lien Debt Secured Obligations, existing unsecured debt (“Additional First Lien Debt”) or an Additional Collateral Bond and/or related obligations under First-Out Documents (any Additional First Lien Debt or Additional Collateral Bond and/or related obligations under First-Out Documentssuch debt, in either of the foregoing cases, “Additional Secured Debt”) that is not prohibited which will be one of the following: (x) Revolving Credit Secured Obligations permitted by each applicable Priority Lien Secured Debt Loan Document to be incurred secured by the Collateral, including Liens on the Revolving Credit Priority Collateral entitled to priority over the Liens securing the Pari Passu Secured Obligations and the Subordinated Lien Secured Obligations (provided, there may only be one series of Revolving Credit Secured Obligations outstanding at any time), (y) Pari Passu Debt permitted by each applicable Secured Debt Loan Document to be secured with by the Collateral (to the extent provided in the documentation for such Additional Secured Debt), including a Lien on the Pari Passu Priority Collateral (to the extent provided in the documentation for such Additional Secured Debt) entitled to priority over the Liens securing the Revolving Credit Secured Obligations and the Subordinated Lien equally Secured Obligations (Equally and ratably Ratably with all previously existing and future Priority Pari Passu Debt); it being acknowledged that Revolving Credit Secured Obligations may be Refinanced as Pari Passu Secured Obligations if so designated pursuant to this Section 7.5, and (z) Subordinated Lien Debt, but subject to the prior payment rights of the holders of all First-Out Obligations and certain other Priority Lien Obligations as set forth in Section 3.4(a); (ii) specifies the name, address and contact information of the Priority Lien Representative for such series of Additional Debt permitted by each applicable Secured Debt for purposes of Section 7.6; (iii) states that the Company or applicable Grantor has duly authorized, executed (if applicable) and recorded (or caused Loan Document to be recorded), or agreed to record (or agreed to cause to be recorded), in each appropriate governmental office all relevant filings and recordations deemed necessary by Company or the Grantors and the holder of such Additional Secured Debt, or its Priority Lien Representative, to ensure that the Additional Secured Debt will be secured by the Collateral in accordance with the Priority Lien Security Documents, in each case (to the extent provided in the documentation for such Additional Secured Debt), subject to the senior Liens securing the Revolving Credit Secured Obligations and as required by the Priority Lien Security Documents; andPari Passu Secured 844805.3D-Chicago Server 2A - MSW (ivb) states that the Company has caused a copy of the No Revolving Credit Claimholder under any Additional Secured Debt Designation shall be entitled to the benefits of this Intercreditor Agreement unless the Revolving Credit Agent, acting on its behalf and pursuant to the authority provided in the Revolving Credit Loan Documents governing the terms of the related Collateral Trust Revolving Credit Secured Obligations signs an Intercreditor Joinder to be delivered Agreement and delivers the same to each then Secured Debt Representative existing Priority Lien Representative and that, as applicable, at the time such Additional First Lien Debt shall constitute First Lien Debt for the purposes of this Agreement or such Additional Collateral Bond and/or related obligations under First-Out Documents shall constitute First-Out Obligations for the purposes of this Agreement. Although the Company shall be required to deliver a copy of each Additional Secured Debt Designation is incurred. (c) No Pari Passu Secured Party shall be entitled to the benefits of this Intercreditor Agreement unless the Pari Passu Representative, acting on its behalf and pursuant to the authority provided in the Loan Documents governing the terms of the related Pari Passu Secured Obligations signs an Intercreditor Joinder Agreement and delivers the same to each Revolving Credit Agent and each Collateral Trust Joinder to each then Secured Debt Representative existing Priority Lien Representative, at the failure to so deliver a copy of the time such Additional Secured Debt Designation and/or Collateral Trust Joinder is incurred. (d) The Security Documents creating or evidencing the Liens securing the Revolving Credit Secured Obligations, the Pari Passu Secured Obligation and the Subordinated Lien Secured Obligations in relation to any then existing Priority Lien Representative Additional Secured Debt shall not affect be in all material respects substantially the status same forms of documents other than with respect to the first lien, second lien or third lien nature of the Obligations thereunder and except (i) to the extent that the creditors who have the direct benefit of such debt as Additional Secured Debt, agreements or documents agree that such documents and agreements may grant Liens in less than all the Collateral and/or are less restrictive on the Grantors (or provide fewer rights or remedies to the secured party) than the forms of documents and agreements on the date hereof (and the satisfaction of such requirement will be conclusively established if the other Parent Borrower delivers to each Secured Debt Representative and the Revolving Credit Agents an officers’ certificate certifying that the Parent Borrower has determined in good faith that such Pari Passu Documents satisfy the foregoing requirements unless any Senior Secured Debt Representative or any Revolving Credit Agent notifies the Borrower within five Business Days that it disagrees with such determination (including a reasonable description of this Section 3.8 are complied withthe basis upon which it disagrees)), (ii) the representations and covenants relating to Revolving Credit Priority Collateral contained in the Revolving Credit Loan Documents may be more restrictive that those contained in the Pari Passu Loan Documents and (iii) the representations and covenants relating to Pari Passu Secured Obligations contained in the Pari Passu Loan Documents may be more restrictive that those contained in the Revolving Credit Loan Documents. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow Company or any other Grantor to incur additional secured Indebtedness unless permitted or Liens if prohibited by the terms of all any applicable Priority Lien Documents. Liens upon the Collateral to secure Additional Secured Debt, shall be created pursuant to the Security Documents that create Liens upon the Collateral to secure the other Priority Lien Obligations; provided that, to the extent required by applicable law, such Liens upon the Collateral to secure Additional Secured Debt may be created pursuant to separate Security Loan Documents, which shall be in substantially the same form as the applicable Security Documents creating the Liens upon the Collateral to secure the other Priority Lien Obligations. Except in respect of Mined Land Under Permit and Other Credit Support, Additional Secured Debt shall not be secured by Liens upon any property of the Grantors unless the other Priority Lien Obligations are also secured by Liens on such property. Additional Secured Debt may be guaranteed by all of the applicable Guarantors, but shall not be guaranteed by any Person that is not a Guarantor. (c) With respect to any Priority Lien Obligations constituting Additional Secured Debt that is issued or incurred after the date hereof, the Company and each of the other Grantors agrees to take such actions (if any) as necessary and as may from time to time reasonably be requested by the Collateral Trustee, any Priority Lien Representative or any Controlling Priority Lien Representative, and enter into such technical amendments, modifications and/or supplements to the then existing Guarantees and Security Documents (or execute and deliver such additional Security Documents) as necessary and as may from time to time be reasonably requested by such Persons (including as contemplated by clause (d) below), to ensure that the Additional Secured Debt, as applicable, is secured by, and entitled to the benefits of, the Security Documents, and each Priority Lien Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Collateral Trustee to enter into, any such technical amendments, modifications and/or supplements (and additional Security Documents). The Company and each other Grantor hereby further agrees that, if there are any recording, filing or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.8(c), all such amounts shall be paid by, and shall be for the account of, the Company and the respective other Grantors, on a joint and several basis. (d) The Company shall have the right, at any time on or after the occurrence of the Discharge of First-Out Obligations, to enter into any First-Out Document evidencing replacement First-Out Obligations so long as the incurrence thereof is not prohibited by any Priority Lien Documents, and to designate such obligations as First-Out Obligations in accordance with Section 3.8(b). At any time from and after the date of such designation pursuant to Section 3.8(b), subject to compliance with Sections 3.8(c), the obligations under such First-Out Document shall automatically and without further action be treated as First-Out Obligations for all purposes of this Agreement.

Additional Secured Debt. (a) The Collateral Trustee will, as collateral trustee hereunder, perform its undertakings set forth in Section 3.1(a) with respect to any First Lien each holder of Secured Debt Obligations constituting of a Series of First Lien Secured Debt that is issued or incurred after the date hereof or any First-Out Obligations constituting Additional Collateral Bonds and/or related obligations under First-Out Documents, as applicable, provided after the date hereof; provided that: (i1) such First Lien holds Secured Debt Obligations that are identified as First Subordinated Lien Debt or such First-Out Obligations are identified as an Additional Collateral Bond and/or related obligations under First-Out Documents Priority Lien Debt in accordance with the procedures set forth in Section 3.8(b); and (ii2) unless such debt or bond is issued under an existing Priority Lien Document for any Series of First Lien signs, through its designated Secured Debt whose First Lien Representative is already party to this Agreement or under an existing Collateral Bond with respect to which the First-Out Representative is already a party to this Agreement, the designated Priority, the designated First Lien Representative identified pursuant to Section 3.8(b) signs ), a Collateral Trust Joinder and promptly delivers the same to the Collateral TrusteeTrustee and each other Secured Debt Representative at the time of incurrence of such Series of Secured Debt. (b) The Company Subject to the terms of Section 2.10 of the Intercreditor Agreement, the Issuer will be permitted to designate as an additional holder of First Lien Secured Debt or First-Out Obligations hereunder each Person who is, or who becomes, the registered holder of First Subordinated Lien Debt or First-Out Obligations, as applicable, the registered holder of Priority Lien Debt incurred by the Company Issuer or any other Grantor Guarantor after the date of this Agreement in accordance with the terms of all applicable Priority Lien Secured Debt Documents and ABL Debt Documents. The Company Issuer may only effect such designation by delivering to the Collateral Trustee an Additional Secured Debt Designation stating that: (i1) states that the Company Issuer or other applicable Grantor such Guarantor intends to incur additional First Lien Secured Debt (“Additional First Lien Debt”) or an Additional Collateral Bond and/or related obligations under First-Out Documents (any Additional First Lien Debt or Additional Collateral Bond and/or related obligations under First-Out Documents, “Additional Secured Debt”) that is not prohibited which will either be (i) Priority Lien Debt permitted by each applicable Priority Lien Secured Document to be incurred and to be secured with by a Priority Lien equally Equally and ratably Ratably with all previously existing and future Priority Lien Debt or (ii) Subordinated Lien Debt permitted by each applicable Secured Document to be secured with a Subordinated Lien Equally and Ratably with all previously existing and future Subordinated Lien Debt, but subject to the prior payment rights of the holders of all First-Out Obligations and certain other Priority Lien Obligations as set forth in Section 3.4(a); (ii2) specifies specifying the name, name and address and contact information of the Priority Lien Secured Debt Representative for such series of Additional Secured Debt for purposes of Section 7.67.7; (iii3) states that the Company or applicable Grantor Issuer and each Guarantor has duly authorized, executed (if applicable) and recorded (or caused to be recorded), or agreed to record (or agreed to cause to be recorded), in each appropriate governmental office all relevant filings and recordations deemed necessary by Company the Issuer or the Grantors Guarantors and the holder of such Additional Secured Debt, or its Priority Lien Secured Debt Representative, to ensure that the Additional Secured Debt will be is secured by the Collateral in accordance with the Priority Lien Security Documents, in each case to the extent and as required by the Priority Lien Security Documents; and (iv4) states that the Company Issuer has caused a copy of the Additional Secured Debt Designation and the related Collateral Trust Joinder to be delivered to each then existing Priority Lien Representative and that, as applicable, such Additional First Lien Secured Debt shall constitute First Lien Debt for the purposes of this Agreement or such Additional Collateral Bond and/or related obligations under First-Out Documents shall constitute First-Out Obligations for the purposes of this AgreementRepresentative. Although the Company Issuer shall be required to deliver a copy of each Additional Secured Debt Designation and each Collateral Trust Joinder to each then existing Priority Lien Secured Debt Representative, the failure to so deliver a copy of the Additional Secured Debt Designation and/or Collateral Trust Joinder to any then existing Priority Lien Secured Debt Representative shall not affect the status of such debt as Additional Secured Debt, Debt if the other requirements of this Section 3.8 are complied with. Each of the Collateral Trustee and the other then existing Secured Debt Representatives shall have the right to request that the Issuer provide a copy of any legal opinion of counsel (which may be provided by internal counsel to the Issuer) provided to the holders of Additional Secured Debt or their Secured Debt Representatives as to the Additional Secured Debt being secured by a valid and perfected security interest; provided, however, that such legal opinion or opinions need not address any collateral of a type or located in a jurisdiction not previously covered by any legal opinion delivered by or on behalf of the Issuer. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow Company the Issuer or any other Grantor Guarantor to incur additional secured Indebtedness unless otherwise permitted by the terms of all applicable Secured Debt Documents and ABL Debt Documents. The Security Documents creating or evidencing the Priority Lien Documents. Liens upon Collateral and the Subordinated Lien Collateral to secure Additional Secured Debt, shall be created pursuant to and Guarantees for the Security Documents that create Liens upon the Collateral to secure the other Priority Lien Obligations; provided that, to Obligations and the extent required by applicable law, such Liens upon the Collateral to secure Additional Secured Debt may be created pursuant to separate Security Documents, which Subordinated Lien Obligations shall be in substantially all material respects the same form as forms of documents other than with respect to the applicable Security Documents creating the Liens upon the Collateral to secure the other Priority Lien Obligations. Except in respect of Mined Land Under Permit and Other Credit Supportfirst lien, Additional Secured Debt shall not be secured by Liens upon any property second lien or third lien nature of the Grantors unless the other Priority Lien Obligations are also secured by Liens on such property. Additional Secured Debt may be guaranteed by all of the applicable Guarantors, but shall not be guaranteed by any Person that is not a Guarantorthereunder. (c) With respect to any Priority Lien Obligations constituting Additional Secured Debt that is issued or incurred after the date hereof, the Company and each of the other Grantors agrees to take such actions (if any) as necessary and as may from time to time reasonably be requested by the Collateral Trustee, any Priority Lien Representative or any Controlling Priority Lien Representative, and enter into such technical amendments, modifications and/or supplements to the then existing Guarantees and Security Documents (or execute and deliver such additional Security Documents) as necessary and as may from time to time be reasonably requested by such Persons (including as contemplated by clause (d) below), to ensure that the Additional Secured Debt, as applicable, is secured by, and entitled to the benefits of, the Security Documents, and each Priority Lien Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Collateral Trustee to enter into, any such technical amendments, modifications and/or supplements (and additional Security Documents). The Company and each other Grantor hereby further agrees that, if there are any recording, filing or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.8(c), all such amounts shall be paid by, and shall be for the account of, the Company and the respective other Grantors, on a joint and several basis. (d) The Company shall have the right, at any time on or after the occurrence of the Discharge of First-Out Obligations, to enter into any First-Out Document evidencing replacement First-Out Obligations so long as the incurrence thereof is not prohibited by any Priority Lien Documents, and to designate such obligations as First-Out Obligations in accordance with Section 3.8(b). At any time from and after the date of such designation pursuant to Section 3.8(b), subject to compliance with Sections 3.8(c), the obligations under such First-Out Document shall automatically and without further action be treated as First-Out Obligations for all purposes of this Agreement.

Additional Secured Debt. (a) The Collateral Trustee will, as collateral trustee hereunder, perform its undertakings set forth in Section 3.1(a) with respect to any First Lien each holder of Secured Obligations constituting of a Series of First Lien Secured Debt that is issued or incurred after the date hereof or any First-Out Obligations constituting Additional Collateral Bonds and/or related obligations under First-Out Documents, as applicable, provided after the date hereof; provided that: (i1) such First Lien holds Secured Obligations that are identified as First Junior Lien Debt, Parity Lien Debt or such First-Out Obligations are identified as an Additional Collateral Bond and/or related obligations under First-Out Documents Priority Lien Debt in accordance with the procedures set forth in Section 3.8(b3.7(b); and (ii2) unless such debt or bond is issued under an existing Priority Lien Document for any Series of First Lien signs, through its designated Secured Debt whose First Lien Representative is already party to this Agreement or under an existing Collateral Bond with respect to which the First-Out Representative is already a party to this Agreement, the designated Priority, the designated First Lien Representative identified pursuant to Section 3.8(b) signs 3.7(b), a Collateral Trust Joinder and promptly delivers the same to the Collateral Trustee. (b) The Company Issuer will be permitted to designate as an additional holder of First Lien Debt or First-Out Secured Obligations hereunder each Person who is, or who becomes, the registered holder of First Junior Lien Debt, the registered holder of Parity Lien Debt or First-Out Obligations, as applicable, the registered holder of Priority Lien Debt incurred by the Company Issuer or any other Grantor Guarantor after the date of this Agreement in accordance with the terms of all applicable Priority Lien Secured Debt Documents. The Company Issuer may only effect such designation by delivering to the Collateral Trustee an Additional Secured Debt Designation stating that: (i1) states that the Company Issuer or other applicable Grantor such Guarantor intends to incur additional First Lien Secured Debt (“Additional First Lien Debt”) or an Additional Collateral Bond and/or related obligations under First-Out Documents (any Additional First Lien Debt or Additional Collateral Bond and/or related obligations under First-Out Documents, “Additional Secured Debt”) that is not prohibited which will either be (i) Priority Lien Debt permitted by each applicable Priority Lien Secured Debt Document to be incurred and to be secured with by a Priority Lien equally and ratably with all previously existing and future Priority Lien Debt, but subject (ii) Parity Lien Debt permitted by each applicable Secured Debt Document to the prior payment rights of the holders of be secured with a Parity Lien equally and ratably with all First-Out Obligations previously existing and certain other Priority future Parity Lien Obligations as set forth in Section 3.4(a)Debt or (iii) Junior Lien Debt permitted by each applicable Secured Debt Document to be secured with a Junior Lien equally and ratably with all previously existing and future Junior Lien Debt; (ii2) specifies specifying the name, name and address and contact information of the Priority Lien Secured Debt Representative for such series of Additional Secured Debt for purposes of Section 7.67.7; (iii3) states that the Company or applicable Issuer and each Grantor has duly authorized, executed (if applicable) and recorded (or caused to be recorded), or agreed to record (or agreed to cause to be recorded), ) in each appropriate governmental office all relevant agreements, documents, filings and recordations deemed necessary by Company or the Grantors and the holder of such Additional Secured Debt, or its Priority Lien Representative, to ensure that the Additional Secured Debt will be is secured by the Collateral in accordance with the Priority Lien Security Documents; (4) the Issuer and the Grantors have entered into any supplemental Security Documents that are necessary to grant to each Secured Debt Representative, for the ratable benefit of the holders of any Secured Debt outstanding on or prior to the date of the incurrence of such Additional Secured Debt, a security interest in each case any assets or property of Issuer and the Grantors not otherwise granted under the Security Documents then in effect to the extent that such grantors grant a security interest in such assets to the holders of such Additional Secured Debt or to any of their representatives (such supplemental Security Documents shall contain such additional customary covenants, representations, conditions (including delivery of customary legal opinions) and other provisions relating to such additional assets or the granting of such security interest as required by the Priority Lien Collateral Trustee or any such Secured Debt Representative in respect of such existing Secured Debt may reasonably request (collectively, “Supplemental Security Documents”)); and (iv5) states that the Company Issuer has caused a copy of the Additional Secured Debt Designation and the related Collateral Trust Joinder to be delivered to each then existing Priority Lien Representative and that, as applicable, such Additional First Lien Secured Debt shall constitute First Lien Debt for the purposes of this Agreement or such Additional Collateral Bond and/or related obligations under First-Out Documents shall constitute First-Out Obligations for the purposes of this AgreementRepresentative. Although the Company Issuer shall be required to deliver a copy of each Additional Secured Debt Designation Designation, Supplemental Security Document and each Collateral Trust Joinder to each then existing Priority Lien Secured Debt Representative, the failure to so deliver a copy of the Additional Secured Debt Designation Designation, Supplemental Security Document and/or Collateral Trust Joinder to any then existing Priority Lien Secured Debt Representative shall not affect the status of such debt as Additional Secured Debt, Debt if the other requirements of this Section 3.8 3.7 are complied with. Each of the Collateral Trustee and the other existing Secured Debt Representatives shall have the right to request that the Issuer shall provide a copy of any legal opinion of counsel (which may be provided by internal counsel to the Issuer) provided to holders of Additional Secured Debt or their Secured Debt Representative as to the Additional Secured Debt being secured by a valid and perfected security interest; provided, however, that such legal opinion or opinions (i) need not address any collateral of a type or located in a jurisdiction not previously covered by any legal opinion delivered by or on behalf of the Issuer and (ii) need not be provided if doing so would violate any confidentiality provision or similar restriction or limitation. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow Company the Issuer or any other Grantor Guarantor to incur additional secured Indebtedness or grant additional Liens unless in each case otherwise permitted by the terms of all applicable Priority Lien Documents. Liens upon the Collateral to secure Additional Secured Debt, shall be created pursuant to the Security Documents that create Liens upon the Collateral to secure the other Priority Lien Obligations; provided that, to the extent required by applicable law, such Liens upon the Collateral to secure Additional Secured Debt may be created pursuant to separate Security Documents, which shall be in substantially the same form as the applicable Security Documents creating the Liens upon the Collateral to secure the other Priority Lien Obligations. Except in respect of Mined Land Under Permit and Other Credit Support, Additional Secured Debt shall not be secured by Liens upon any property of the Grantors unless the other Priority Lien Obligations are also secured by Liens on such property. Additional Secured Debt may be guaranteed by all of the applicable Guarantors, but shall not be guaranteed by any Person that is not a Guarantor. (c) With respect to any Series of Priority Lien Obligations constituting Additional Secured Debt, Series of Parity Lien Debt that is issued or Series of Junior Lien Debt incurred after the date hereofof this Agreement, the Company Issuer and each of the other Grantors Grantor agrees to take such actions (if any) (including any acknowledgments by the Issuer or any of the Guarantors of guarantees or security that are applicable to Priority Lien Debt, Parity Lien Debt or Junior Lien Debt, as necessary and the case may be, or the execution of any Supplemental Security Documents) as may (subject to Section 5.12) from time to time reasonably be requested by the Collateral Trustee, any Priority Lien Secured Debt Representative or any Controlling Priority Lien RepresentativeAct of Required Debtholders, and enter into any Supplemental Security Documents and such technical other agreements, amendments, modifications and/or supplements to the then existing Guarantees guarantees and Security Documents (or execute and deliver such additional guarantees and Security Documents) as necessary and as may (subject to Section 5.12) from time to time be reasonably requested by such Persons the Collateral Trustee in order to cure any ambiguity, mistake, defect or inconsistency that does not adversely affect the legal rights under this Agreement of any holder of Secured Obligations (including or as contemplated by clause (d) belowthe following Section 3.7(d)), to ensure that the Additional Secured Debtrelevant additional Priority Lien Obligations, Parity Lien Obligations, or Junior Lien Obligations, as applicablethe case may be, is are secured by, and entitled to the benefits of, the relevant guarantees and Security Documents, and each Priority Lien Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Collateral Trustee to enter into, any such technical Supplemental Security Documents, agreements, amendments, modifications and/or supplements (and additional guarantees and Security Documents). The Company and each other Grantor hereby further agrees that, if there are any recording, filing or other similar fees payable in connection with any of Notwithstanding the actions to be taken pursuant to this Section 3.8(c), all such amounts shall be paid by, and shall be for the account offoregoing, the Company Issuer and the respective other Grantors, on a joint and several basisGrantors shall not be required to take any action under this Agreement unless such action is also required by the applicable Security Document. (d) The Company shall have the rightAll parties hereto acknowledge and agree that, at any time on or after the occurrence as of the Discharge date of First-Out Obligationsthis Agreement, to enter into any First-Out Document evidencing replacement First-Out Obligations so long the Security Documents as the incurrence thereof is then in effect may not prohibited by secure any Priority Lien Documents, and to designate such obligations as First-Out Obligations in accordance with Section 3.8(b)or Junior Lien Obligations. At such time (if any) as any time from and after Priority Lien Debt or Junior Lien Debt, as the date of such designation pursuant case may be, becomes entitled to Section 3.8(b), subject to compliance with Sections 3.8(c), the obligations under such First-Out Document shall automatically and without further action be treated as First-Out Obligations for all purposes benefits of this Agreement, additional Security Documents shall be required to be entered into to secure such Priority Lien Debt or Junior Lien Debt, as applicable. Any such Security Documents shall be required to apply only to the Collateral (after giving effect thereto) and shall be in form and substance substantially the same (although providing Priority Liens or Junior Liens, as applicable, and other appropriate modifications) as the respective Security Documents securing the Parity Lien Obligations (after giving effect to any Supplemental Security Documents executed for the benefit of the holders of such Parity Lien Obligations) and otherwise in form and substance reasonably satisfactory to the Collateral Trustee and the Issuer and the Grantors party thereto (subject to Section 5.12).

Additional Secured Debt. (a) The Collateral Trustee will, as collateral trustee hereunder, Agent will perform its undertakings set forth in Section 3.1(a3.1 (a) with respect to any First Lien each holder of Secured Obligations constituting of a Series of First Lien Secured Debt that is issued or incurred after the date hereof or any First-Out Obligations constituting Additional Collateral Bonds and/or related obligations under First-Out Documents, as applicable, provided after the date hereof; provided that: (i1) such First Lien holds Secured Obligations that are identified as First Priority Lien Debt, Second Priority Lien Debt, Third Priority Lien Debt or such First-Out Obligations are identified as an Additional Collateral Bond and/or related obligations under First-Out Documents Other Junior Lien Debt in accordance with the procedures set forth in Section 3.8(b); ): and (ii2) unless such debt or bond is issued under an existing Priority Lien Document for any Series of First Lien signs, through its designated Secured Debt whose First Lien Representative is already party to this Agreement or under an existing Collateral Bond with respect to which the First-Out Representative is already a party to this Agreement, the designated Priority, the designated First Lien Representative identified pursuant to Section 3.8(b) signs ). a Collateral Trust Joinder and promptly delivers a Lien Priority Confirmation and an agreement by the same holders thereof and the applicable Secured Party Debt Representative to the Collateral Trusteevote with respect to such Indebtedness in accordance with this Agreement. (b) The Company or other applicable Obligor will be permitted to designate as an additional holder of First Lien Debt or First-Out Obligations Secured Debtholders hereunder each Person who is, or who becomes, the registered holder of First Priority Lien Debt, Second Priority Lien Debt, Third Priority Lien Debt or First-Out Obligations, as applicable, Other Junior Lien Debt incurred by the Company or any such other Grantor Obligor after the date of this Agreement in accordance with the terms of all applicable Priority Lien the Secured Debt Documents. The Company or other applicable Obligor may only effect such designation by delivering to the Collateral Trustee an Additional Agent, with copies to each previously identified Secured Debt Designation Representative, each of the following: (1) An Officer's Certificate stating that: (iA) states that the Company or such other applicable Grantor Obligor intends to incur additional Secured Debt ("New Secured Debt") which will either be (w) First Priority Lien Debt (“Additional First Lien Debt”) or an Additional Collateral Bond and/or related obligations under First-Out Documents (any Additional First Lien Debt or Additional Collateral Bond and/or related obligations under First-Out Documents, “Additional Secured Debt”) that is not prohibited permitted by each applicable Priority Lien Secured Debt Document to be incurred and secured by a First Priority Lien on a pari passu basis with all previously existing First Priority Lien Debt, (x) Second Priority Lien Debt permitted by each applicable Secured Debt Document to be secured by a Second Priority Lien on a pari passu basis with all previously existing Second Priority Lien Debt, (y) Third Priority Lien Debt permitted by each applicable Secured Debt Document to be secured with a Third Priority Lien equally and ratably on a pari passu basis with all previously existing and future Third Priority Lien Debt or (z) Other Junior Lien Debt permitted by each applicable Secured Debt Document to be secured with an Other Junior Lien on a pari passu basis with all previously existing Other Junior Lien Debt or as has otherwise been agreed by the affected parties with respect to such Other Junior Lien Debt, but subject to the prior payment rights of the holders of all First-Out Obligations and certain other Priority Lien Obligations as set forth in Section 3.4(a);; and (ii2) specifies the name, address and contact information of the Priority Lien Representative for such series of Additional Secured Debt for purposes of Section 7.6; (iii) states evidence that the Company or applicable Grantor such other Obligor has duly authorized, executed (if applicable) and recorded (or caused to be recorded), or agreed to record (or agreed to cause to be recorded), ) in each appropriate governmental office all relevant filings and recordations deemed necessary by Company or the Grantors and the holder of such Additional Secured Debt, or its Priority Lien Representative, to ensure that the Additional New Secured Debt will be is secured by the Collateral in accordance with the Priority Lien Security Documents, in each case to the extent and as required by the Priority Lien Security Documents; andCollateral; (iv3) states that a written notice specifying the Company has caused a copy name and address of the Additional Secured Debt Designation and the related Collateral Trust Joinder to be delivered to each then existing Priority Lien Representative and that, as applicable, for such Additional First Lien Debt shall constitute First Lien series of New Secured Debt for the purposes of this Agreement or such Additional Collateral Bond and/or related obligations under First-Out Documents shall constitute First-Out Obligations for the purposes of this Agreement. Although the Company shall be required to deliver a copy of each Additional Secured Debt Designation and each Collateral Trust Joinder to each then existing Priority Lien Representative, the failure to so deliver a copy of the Additional Secured Debt Designation and/or Collateral Trust Joinder to any then existing Priority Lien Representative shall not affect the status of such debt as Additional Secured Debt, if the other requirements of this Section 3.8 are complied with8.5. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow the Company or any other Grantor Obligor to incur additional secured Indebtedness unless otherwise permitted by the terms of all applicable Priority Lien Documents. Liens upon the Collateral to secure Additional Secured Debt, shall be created pursuant to the Security Documents that create Liens upon the Collateral to secure the other Priority Lien Obligations; provided that, to the extent required by applicable law, such Liens upon the Collateral to secure Additional Secured Debt may be created pursuant to separate Security Documents, which shall be in substantially the same form as the applicable Security Documents creating the Liens upon the Collateral to secure the other Priority Lien Obligations. Except in respect of Mined Land Under Permit and Other Credit Support, Additional Secured Debt shall not be secured by Liens upon any property of the Grantors unless the other Priority Lien Obligations are also secured by Liens on such property. Additional Secured Debt may be guaranteed by all of the applicable Guarantors, but shall not be guaranteed by any Person that is not a Guarantor. (c) With respect to any Priority Lien Obligations constituting Additional Secured Debt that is issued or incurred after the date hereof, the Company and each of the other Grantors agrees to take such actions (if any) as necessary and as may from time to time reasonably be requested by the Collateral Trustee, any Priority Lien Representative or any Controlling Priority Lien Representative, and enter into such technical amendments, modifications and/or supplements to the then existing Guarantees and Security Documents (or execute and deliver such additional Security Documents) as necessary and as may from time to time be reasonably requested by such Persons (including as contemplated by clause (d) below), to ensure that the Additional Secured Debt, as applicable, is secured by, and entitled to the benefits of, the Security Documents, and each Priority Lien Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Collateral Trustee to enter into, any such technical amendments, modifications and/or supplements (and additional Security Documents). The Company and each other Grantor hereby further agrees that, if there are any recording, filing or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.8(c), all such amounts shall be paid by, and shall be for the account of, the Company and the respective other Grantors, on a joint and several basis. (d) The Company shall have the right, at any time on or after the occurrence of the Discharge of First-Out Obligations, to enter into any First-Out Document evidencing replacement First-Out Obligations so long as the incurrence thereof is not prohibited by any Priority Lien Documents, and to designate such obligations as First-Out Obligations in accordance with Section 3.8(b). At any time from and after the date of such designation pursuant to Section 3.8(b), subject to compliance with Sections 3.8(c), the obligations under such First-Out Document shall automatically and without further action be treated as First-Out Obligations for all purposes of this Agreement.

Additional Secured Debt. (a) The Collateral Trustee will, as collateral trustee hereunder, perform its undertakings set forth in Section 3.1(a) with respect to any First Lien each holder of Secured Obligations constituting of a Series of First Lien Secured Debt that is issued or incurred after the date hereof or any First-Out Obligations constituting Additional Collateral Bonds and/or related obligations under First-Out Documents, as applicable, provided after the date hereof; provided that: (i1) such First Lien holds Secured Obligations that are identified as First Parity Lien Debt or such First-Out Obligations are identified as an Additional Collateral Bond and/or related obligations under First-Out Documents Junior Lien Debt in accordance with the procedures set forth in Section 3.8(b); and; (ii2) unless such debt or bond is issued under an existing Priority Lien Document for any Series of First Lien signs, through its designated Secured Debt whose First Lien Representative is already party to this Agreement or under an existing Collateral Bond with respect to which the First-Out Representative is already a party to this Agreement, the designated Priority, the designated First Lien Representative identified pursuant to Section 3.8(b) signs ), a Collateral Trust Joinder and promptly delivers the same to the Collateral Trustee.Trustee and each other Secured Debt Representative at the time of incurrence of such Series of Secured Debt; and (b) The Company will be permitted to designate as an additional holder of First Lien Debt or First-Out Secured Obligations hereunder each Person who is, or who becomes, the registered holder of First Junior Lien Debt or First-Out Obligations, as applicable, the registered holder of Parity Lien Debt incurred by the Company or any other Grantor Guarantor after the date of this Agreement in accordance with the terms of all applicable Priority Lien Secured Debt Documents. The Company may only effect such designation by delivering to the Collateral Trustee an Additional Secured Debt Designation stating that: (i1) states that the Company or other applicable Grantor such Guarantor intends to incur additional First Lien Secured Debt (“Additional First Lien Debt”) or an Additional Collateral Bond and/or related obligations under First-Out Documents (any Additional First Lien Debt or Additional Collateral Bond and/or related obligations under First-Out Documents, “Additional Secured Debt”) that is not prohibited which will either be (i) Parity Lien Debt permitted by each applicable Priority Lien Secured Debt Document to be incurred secured by a Parity Lien Equally and to be secured with a Priority Lien equally and ratably Ratably with all previously existing and future Priority Parity Lien Debt or (ii) Junior Lien Debt permitted by each applicable Secured Debt Document to be secured with a Junior Lien Equally and Ratably with all previously existing and future Junior Lien Debt, but subject to the prior payment rights of the holders of all First-Out Obligations and certain other Priority Lien Obligations as set forth in Section 3.4(a); (ii2) specifies specifying the name, name and address and contact information of the Priority Lien Secured Debt Representative for such series of Additional Secured Debt for purposes of Section 7.6;7.7. (iii3) states that the Company or applicable Grantor and each Guarantor has duly authorized, executed (if applicable) and recorded (or caused to be recorded), or agreed to record (or agreed to cause to be recorded), ) in each appropriate governmental office all relevant filings and recordations deemed necessary by Company or the Grantors and the holder of such Additional Secured Debt, or its Priority Lien Representative, to ensure that the Additional Secured Debt will be is secured by the Collateral in accordance with the Priority Lien Security Documents, including, without limitation, the applicable Required Mortgage Amendment Deliverables (as defined in each case to the extent and as required by the Priority Lien Security DocumentsMortgage); and (iv4) states that the Company has caused a copy of the Additional Secured Debt Designation and the related Collateral Trust Joinder to be delivered to each then existing Priority Lien Representative and that, as applicable, such Additional First Lien Secured Debt shall constitute First Lien Debt for the purposes of this Agreement or such Additional Collateral Bond and/or related obligations under First-Out Documents shall constitute First-Out Obligations for the purposes of this AgreementRepresentative. Although the Company shall be required to deliver a copy of each Additional Secured Debt Designation and each Collateral Trust Joinder to each then existing Priority Lien Secured Debt Representative, the failure to so deliver a copy of the Additional Secured Debt Designation and/or Collateral Trust Joinder to any then existing Priority Lien Secured Debt Representative shall not affect the status of such debt as Additional Secured Debt, Debt if the other requirements of this Section 3.8 are complied with. Each of the Collateral Trustee and the other then existing Secured Debt Representative shall have the right to request that the Company provide a copy of any legal opinion of counsel (which may be provided by internal counsel to the Company) provided to the holders of Additional Secured Debt or their Secured Debt Representatives as to the Additional Secured Debt being secured by a valid and perfected security interest. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow the Company or any other Grantor Guarantor to incur additional secured Indebtedness unless otherwise permitted by the terms of all applicable Priority Lien Secured Debt Documents. The Security Documents creating or evidencing the Parity Liens upon and the Collateral Junior Liens and Guarantees for the Parity Lien Obligations and the Junior Lien Obligations shall be in all material respects the same forms of documents other than with respect to the first lien and the second lien nature of the Obligations thereunder. So long as the Discharge of Parity Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any Guarantor, the parties hereto agree that the Company shall not, and shall not permit any other Guarantor to grant or permit any additional Liens on any asset or property to secure Additional Secured Debt, shall be created pursuant to the Security Documents that create Liens upon the Collateral any Junior Lien Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure the other Priority Parity Lien Obligations; provided that, to the extent required by applicable law, such Liens upon the Collateral to secure Additional Secured Debt may be created pursuant to separate Security Documents, which shall be in substantially the same form as the applicable Security Documents creating the Liens upon the Collateral to secure the other Priority Lien Obligations. Except in respect of Mined Land Under Permit and Other Credit Support, Additional Secured Debt shall not be secured by Liens upon any property of the Grantors unless the other Priority Lien Obligations are also secured by Liens on such property. Additional Secured Debt may be guaranteed by all of the applicable Guarantors, but shall not be guaranteed by any Person that is not a Guarantor. (c) With respect to any Priority Lien Obligations constituting Additional Secured Debt that is issued or incurred after the date hereof, the Company and each of the other Grantors agrees to take such actions (if any) as necessary and as may from time to time reasonably be requested by the Collateral Trustee, any Priority Lien Representative or any Controlling Priority Lien Representative, and enter into such technical amendments, modifications and/or supplements to the then existing Guarantees and Security Documents (or execute and deliver such additional Security Documents) as necessary and as may from time to time be reasonably requested by such Persons (including as contemplated by clause (d) below), to ensure that the Additional Secured Debt, as applicable, is secured by, and entitled to the benefits of, the Security Documents, and each Priority Lien Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Collateral Trustee to enter into, any such technical amendments, modifications and/or supplements (and additional Security Documents). The Company and each other Grantor hereby further agrees that, if there are any recording, filing or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.8(c), all such amounts shall be paid by, and shall be for the account of, the Company and the respective other Grantors, on a joint and several basis. (d) The Company shall have the right, at any time on or after the occurrence of the Discharge of First-Out Obligations, to enter into any First-Out Document evidencing replacement First-Out Obligations so long as the incurrence thereof is not prohibited by any Priority Lien Documents, and to designate such obligations as First-Out Obligations in accordance with Section 3.8(b). At any time from and after the date of such designation pursuant to Section 3.8(b), subject to compliance with Sections 3.8(c), the obligations under such First-Out Document shall automatically and without further action be treated as First-Out Obligations for all purposes of this Agreement.

Additional Secured Debt. (a) The Collateral Trustee will, as collateral trustee hereunder, perform its undertakings set forth in Section 3.1(a) with respect to any First Lien each holder of Secured Obligations constituting of a Series of First Lien Secured Debt that is issued or incurred after the date hereof or any First-Out Obligations constituting Additional Collateral Bonds and/or related obligations under First-Out Documents, as applicable, provided after the date hereof; provided that: (i1) such First Lien holds Secured Obligations that are identified as First Lien First-Priority Stock Secured Debt, Junior Stock Secured Debt, First-Priority Asset Secured Debt or such First-Out Obligations are identified as an Additional Collateral Bond and/or related obligations under First-Out Documents Junior Asset Secured Debt in accordance with the procedures set forth in Section 3.8(b); and (ii2) unless such debt or bond is issued under an existing Priority Lien Document for any Series of First Lien signs, through its designated Secured Debt whose First Lien Representative is already party to this Agreement or under an existing Collateral Bond with respect to which the First-Out Representative is already a party to this Agreement, the designated Priority, the designated First Lien Representative identified pursuant to Section 3.8(b) signs ), a Collateral Trust Joinder and promptly delivers the same to the Collateral Trustee. (b) The Company will be permitted to designate as an additional holder of First Lien Debt or First-Out Secured Obligations hereunder each Person who is, or who becomes, the registered holder of First Lien First-Priority Stock Secured Debt, Junior Stock Secured Debt, First-Priority Asset Secured Debt or First-Out Obligations, as applicable, Junior Asset Secured Debt incurred by the Company or any other Grantor Pledgor after the date of this Agreement in accordance with the terms of all applicable Priority Lien Secured Debt Documents. The Company may only effect such designation by delivering to the Collateral Trustee an Additional Secured Debt Designation thatDesignation: (i1) states stating that the Company or such other applicable Grantor Pledgor intends to incur additional First Lien Secured Debt (“Additional First Lien Debt”) or an Additional Collateral Bond and/or related obligations under First-Out Documents (any Additional First Lien Debt or Additional Collateral Bond and/or related obligations under First-Out Documents, “Additional Secured Debt”) that is not prohibited which will either be (i) First-Priority Stock Secured Debt permitted by each applicable Priority Lien Stock Secured Debt Document to be incurred secured by a First-Priority Stock Lien Equally and to be secured with a Priority Lien equally and ratably Ratably with all previously existing and future First-Priority Lien Stock Secured Debt, but subject (ii) Junior Stock Secured Debt permitted by each applicable Stock Secured Debt Document to the prior payment rights of the holders of be secured with a Junior Stock Lien Equally and Ratably with all previously existing and future Junior Stock Secured Debt, (iii) First-Out Obligations Priority Asset Secured Debt permitted by each applicable Asset Secured Debt Document to be secured by a First-Priority Asset Lien Equally and certain other Ratably with all previously existing and future First-Priority Asset Secured Debt or (iv) Junior Asset Secured Debt permitted by each applicable Asset Secured Debt Document to be secured with a Junior Asset Lien Obligations as set forth in Section 3.4(a)Equally and Ratably with all previously existing and future Junior Asset Secured Debt; (ii2) specifies specifying the name, name and address and contact information of the Priority Lien Secured Debt Representative for such series of Additional Secured Debt for purposes of Section 7.6; (iii) states that the Company or applicable Grantor has duly authorized, executed (if applicable) and recorded (or caused to be recorded), or agreed to record (or agreed to cause to be recorded), in each appropriate governmental office all relevant filings and recordations deemed necessary by Company or the Grantors and the holder of such Additional Secured Debt, or its Priority Lien Representative, to ensure that the Additional Secured Debt will be secured by the Collateral in accordance with the Priority Lien Security Documents, in each case to the extent and as required by the Priority Lien Security Documents7.7; and (iv3) states that stating the Company has caused a copy of the Additional Secured Debt Designation and the related Collateral Trust Joinder to be delivered to (i) each then existing Priority Lien Representative and thatStock Secured Debt Representative, as applicableif the Additional Secured Debt is Stock Secured Debt or (ii) each then existing Asset Secured Debt Representative, such if the Additional First Lien Secured Debt shall constitute First Lien Debt for the purposes of this Agreement or such Additional Collateral Bond and/or related obligations under First-Out Documents shall constitute First-Out Obligations for the purposes of this Agreementis Asset Secured Debt. Although the Company shall be required to deliver a copy of each Additional Secured Debt Designation and each Collateral Trust Joinder to each then existing Priority Lien Stock Secured Debt Representative, if the Additional Secured Debt is Stock Secured Debt, or each then existing Asset Secured Debt Representative, if the Additional Secured Debt is Asset Secured Debt, the failure to so deliver a copy of the Additional Secured Debt Designation and/or Collateral Trust Joinder to any then existing Priority Lien Stock Secured Debt Representative or to any then existing Asset Secured Debt Representative, as the case may be, shall not affect the status of such debt as Additional Secured Debt, Debt if the other requirements of this Section 3.8 are complied with. Each of the Collateral Trustee and the other then existing Stock Secured Debt Representatives or the other then existing Asset Secured Debt Representatives, as the case may be, shall have the right to request that the Company use commercially reasonable efforts to provide a copy of any legal opinion of counsel provided to the holders of Additional Secured Debt or their Secured Debt Representative as to the Additional Secured Debt being secured by a valid and perfected security interest; provided, however, that such legal opinion or opinions need not address any collateral of a type or located in a jurisdiction not previously covered by any legal opinion delivered by or on behalf of the Company. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow the Company or any other Grantor Pledgor to incur additional secured Indebtedness Debt unless otherwise permitted by the terms of all applicable Priority Lien Documents. Liens upon the Collateral to secure Additional Secured Debt, shall be created pursuant to the Security Documents that create Liens upon the Collateral to secure the other Priority Lien Obligations; provided that, to the extent required by applicable law, such Liens upon the Collateral to secure Additional Secured Debt may be created pursuant to separate Security Documents, which shall be in substantially the same form as the applicable Security Documents creating the Liens upon the Collateral to secure the other Priority Lien Obligations. Except in respect of Mined Land Under Permit and Other Credit Support, Additional Secured Debt shall not be secured by Liens upon any property of the Grantors unless the other Priority Lien Obligations are also secured by Liens on such property. Additional Secured Debt may be guaranteed by all of the applicable Guarantors, but shall not be guaranteed by any Person that is not a Guarantor. (c) With respect to any Priority Lien Obligations constituting Additional Secured Debt that is issued or incurred after the date hereof, the Company and each of the other Grantors agrees to take such actions (if any) as necessary and as may from time to time reasonably be requested by the Collateral Trustee, any Priority Lien Representative or any Controlling Priority Lien Representative, and enter into such technical amendments, modifications and/or supplements to the then existing Guarantees and Security Documents (or execute and deliver such additional Security Documents) as necessary and as may from time to time be reasonably requested by such Persons (including as contemplated by clause (d) below), to ensure that the Additional Secured Debt, as applicable, is secured by, and entitled to the benefits of, the Security Documents, and each Priority Lien Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Collateral Trustee to enter into, any such technical amendments, modifications and/or supplements (and additional Security Documents). The Company and each other Grantor hereby further agrees that, if there are any recording, filing or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.8(c), all such amounts shall be paid by, and shall be for the account of, the Company and the respective other Grantors, on a joint and several basis. (d) The Company shall have the right, at any time on or after the occurrence of the Discharge of First-Out Obligations, to enter into any First-Out Document evidencing replacement First-Out Obligations so long as the incurrence thereof is not prohibited by any Priority Lien Documents, and to designate such obligations as First-Out Obligations in accordance with Section 3.8(b). At any time from and after the date of such designation pursuant to Section 3.8(b), subject to compliance with Sections 3.8(c), the obligations under such First-Out Document shall automatically and without further action be treated as First-Out Obligations for all purposes of this Agreement.

Additional Secured Debt. (a) The Collateral Trustee will, as collateral trustee hereunder, perform its undertakings set forth in Section 3.1(a3.1 (a) with respect to any First Lien each future holder of Secured Obligations constituting a Series of First Lien Debt that is issued or incurred after the date hereof or any First-Out Obligations constituting Additional Collateral Bonds and/or related obligations under First-Out Documents, as applicable, provided after the date hereof; provided that: (i) such First Lien Obligations are is identified as First a holder of Parity Lien Debt or such First-Out Obligations are identified as an Additional Collateral Bond and/or related obligations under First-Out Documents Priority Lien Debt in accordance with the procedures set forth in Section 3.8(b); and ) and (ii) unless such debt or bond is issued under an existing Priority Lien Document for any Series of First Lien signs, through its designated Secured Debt whose First Lien Representative is already party to this Agreement or under an existing Collateral Bond with respect to which the First-Out Representative is already a party to this Agreement, the designated Priority, the designated First Lien Representative identified pursuant to Section 3.8(b) signs ), a Collateral Trust Joinder and promptly delivers the same to the Collateral TrusteeJoinder. (b) The Company will shall be permitted to designate as an additional holder of First Lien Debt or First-Out Obligations Secured Debtholders hereunder each Person person who is, or who becomes, the registered holder of First Parity Lien Debt or First-Out Obligations, as applicable, the holder of Priority Lien Debt incurred by the Company or any other Grantor after the date of this Agreement in accordance with the terms of all applicable Priority Lien DocumentsAgreement. The Company may only effect such designation by delivering to the Collateral Trustee an Additional Trustee, with copies to each previously identified Secured Debt Designation thatRepresentative, each of the following: (i) states that the An Officer's Certificate stating that: (A) The Company or other applicable Grantor intends to incur additional First Secured Debt ("New Secured Debt") which shall either be (x) Priority Lien Debt (“Additional First Lien Debt”) or an Additional Collateral Bond and/or related obligations under First-Out Documents (any Additional First Lien Debt or Additional Collateral Bond and/or related obligations under First-Out Documents, “Additional Secured Debt”) that is not prohibited permitted by each applicable Priority Lien Document to be incurred and indenture or agreement governing Secured Debt to be secured with a Priority Lien equally and ratably on a pari passu basis with all previously existing Priority Lien Debt and future which, when the principal amount thereof is added to the principal amount of all previously existing Priority Lien Debt, but shall be in an aggregate principal amount that is permitted by the terms of the Secured Debt Documents or (y) Parity Lien Debt permitted by each indenture or agreement governing Secured Debt to be secured with a Parity Lien on a pari passu basis with all previously existing Parity Lien Debt and which, when incurred and after giving pro forma effect to the incurrence of such Parity Lien Debt and the application of the proceeds therefrom, shall be in an amount that is permitted by the terms of each Secured Debt Document; (B) After giving pro forma effect to the incurrence of such New Secured Debt and the application of the proceeds therefrom no Secured Debt Default shall have occurred and be continuing and, to the best of the signatory's knowledge after due inquiry, no event or condition shall have occurred which could reasonably be expected to result in a Secured Debt Default; (C) If the incurrence of such New Secured Debt provides, pursuant to the indenture or agreement governing such New Secured Debt, that additional Collateral shall be required as security therefor, the Company has duly authorized, executed and filed or recorded, as applicable, in each appropriate governmental office financing statements and/or mortgages, as applicable, creating in favor of the Collateral Trustee, in its capacity as trustee hereunder, a valid and perfected first priority Lien on such additional Collateral, subject to the prior payment rights provisions of Section 3.4 and any Permitted Prior Liens; and (D) The Company has duly authorized, executed and recorded in each appropriate governmental office a Notice of Advance declaring that the holders of all First-Out Obligations and certain other Priority Lien Obligations as set forth in Section 3.4(a)New Secured Debt is secured by the Collateral; (ii) specifies an Opinion of Company Counsel stating that the name, address and contact information Officer's Certificate delivered pursuant to clause (i) above has been duly authorized by the Board of Directors of the Priority Lien Company and has been duly executed and delivered; and (iii) a written notice specifying the name and address of the Secured Debt Representative for such series of Additional New Secured Debt for purposes of Section 7.6; (iii) states that the Company or applicable Grantor has duly authorized, executed (if applicable) and recorded (or caused to be recorded), or agreed to record (or agreed to cause to be recorded), in each appropriate governmental office all relevant filings and recordations deemed necessary by Company or the Grantors and the holder of such Additional Secured Debt, or its Priority Lien Representative, to ensure that the Additional Secured Debt will be secured by the Collateral in accordance with the Priority Lien Security Documents, in each case to the extent and as required by the Priority Lien Security Documents; and (iv) states that the Company has caused a copy of the Additional Secured Debt Designation and the related Collateral Trust Joinder to be delivered to each then existing Priority Lien Representative and that, as applicable, such Additional First Lien Debt shall constitute First Lien Debt for the purposes of this Agreement or such Additional Collateral Bond and/or related obligations under First-Out Documents shall constitute First-Out Obligations for the purposes of this Agreement. Although the Company shall be required to deliver a copy of each Additional Secured Debt Designation and each Collateral Trust Joinder to each then existing Priority Lien Representative, the failure to so deliver a copy of the Additional Secured Debt Designation and/or Collateral Trust Joinder to any then existing Priority Lien Representative shall not affect the status of such debt as Additional Secured Debt, if the other requirements of this Section 3.8 are complied with. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow Company or any other Grantor to incur additional secured Indebtedness unless permitted by the terms of all applicable Priority Lien Documents. Liens upon the Collateral to secure Additional Secured Debt, shall be created pursuant to the Security Documents that create Liens upon the Collateral to secure the other Priority Lien Obligations; provided that, to the extent required by applicable law, such Liens upon the Collateral to secure Additional Secured Debt may be created pursuant to separate Security Documents, which shall be in substantially the same form as the applicable Security Documents creating the Liens upon the Collateral to secure the other Priority Lien Obligations. Except in respect of Mined Land Under Permit and Other Credit Support, Additional Secured Debt shall not be secured by Liens upon any property of the Grantors unless the other Priority Lien Obligations are also secured by Liens on such property. Additional Secured Debt may be guaranteed by all of the applicable Guarantors, but shall not be guaranteed by any Person that is not a Guarantor7.5. (c) With respect to any Priority Lien Obligations constituting Additional Secured Debt that is issued or incurred after the date hereof, the Company and each of the other Grantors agrees to take such actions (if any) as necessary and as may from time to time reasonably be requested by the Collateral Trustee, any Priority Lien Representative or any Controlling Priority Lien Representative, and enter into such technical amendments, modifications and/or supplements to the then existing Guarantees and Security Documents (or execute and deliver such additional Security Documents) as necessary and as may from time to time be reasonably requested by such Persons (including as contemplated by clause (d) below), to ensure that the Additional Secured Debt, as applicable, is secured by, and entitled to the benefits of, the Security Documents, and each Priority Lien Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Collateral Trustee to enter into, any such technical amendments, modifications and/or supplements (and additional Security Documents). The Company and each other Grantor hereby further agrees that, if there are any recording, filing or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.8(c), all such amounts shall be paid by, and shall be for the account of, the Company and the respective other Grantors, on a joint and several basis. (d) The Company shall have the right, at any time on or after the occurrence of the Discharge of First-Out Obligations, to enter into any First-Out Document evidencing replacement First-Out Obligations so long as the incurrence thereof is not prohibited by any Priority Lien Documents, and to designate such obligations as First-Out Obligations in accordance with Section 3.8(b). At any time from and after the date of such designation pursuant to Section 3.8(b), subject to compliance with Sections 3.8(c), the obligations under such First-Out Document shall automatically and without further action be treated as First-Out Obligations for all purposes of this Agreement.

Additional Secured Debt. (a) The Collateral Trustee will, as collateral trustee hereunder, will perform its undertakings set forth in Section 3.1(a) with respect to any First Lien each holder of Secured Obligations constituting of a Series of First Lien Secured Debt that is issued or incurred after the date hereof or any First-Out Obligations constituting Additional Collateral Bonds and/or related obligations under First-Out Documents, as applicable, provided after the date hereof; provided that: (i1) such First Lien holds Secured Obligations that are identified as First Subordinated Lien Debt or such First-Out Obligations are identified as an Additional Collateral Bond and/or related obligations under First-Out Documents Priority Lien Debt in accordance with the procedures set forth in Section 3.8(b); and (ii2) unless such debt or bond is issued under an existing Priority Lien Document for any Series of First Lien signs, through its designated Secured Debt whose First Lien Representative is already party to this Agreement or under an existing Collateral Bond with respect to which the First-Out Representative is already a party to this Agreement, the designated Priority, the designated First Lien Representative identified pursuant to Section 3.8(b) signs ), a Collateral Trust Joinder and promptly delivers the same to the Collateral TrusteeTrustee at the time of incurrence of such Series of Secured Debt. Each such holder shall also have an obligation to deliver, through its designated Secured Debt Representative identified pursuant to Section 3.8(b), or any agent, a Collateral Trust Joinder simultaneously to each other Secured Debt Representative at the time of incurrence of such Series of Secured Debt. (b) The Company Subject to the terms of Section 2.10 of the Intercreditor Agreement, Stream will be permitted to designate as an additional holder of First Lien Debt or First-Out Secured Obligations hereunder each Person who is, or who becomes, the registered holder of First Subordinated Lien Debt or First-Out Obligations, as applicable, the registered holder of Priority Lien Debt incurred by the Company Stream or any other Grantor Guarantor after the date of this Agreement in accordance with the terms of all applicable Priority Lien Secured Documents. The Company Stream may only effect such designation by delivering to the Collateral Trustee an Additional Secured Debt Designation stating that: (i1) states that the Company Stream or other applicable Grantor such Guarantor intends to incur additional First Lien Secured Debt (“Additional First Lien Debt”) or an Additional Collateral Bond and/or related obligations under First-Out Documents (any Additional First Lien Debt or Additional Collateral Bond and/or related obligations under First-Out Documents, “Additional Secured Debt”) that is not prohibited which will either be (i) Priority Lien Debt permitted by each applicable Priority Lien Secured Document to be incurred and to be secured with by a Priority Lien equally Equally and ratably Ratably with all previously existing and future Priority Lien Debt or (ii) Subordinated Lien Debt COLLATERAL TRUST AGREEMENT permitted by each applicable Secured Document to be secured (pursuant to a security agreement in substantially the form attached as Exhibit E) with a Subordinated Lien Equally and Ratably with all previously existing and future Subordinated Lien Debt, but subject to the prior payment rights of the holders of all First-Out Obligations and certain other Priority Lien Obligations as set forth in Section 3.4(a); (ii2) specifies specifying the name, name and address and contact information of the Priority Lien Secured Debt Representative for such series of Additional Secured Debt for purposes of Section 7.67.7; (iii3) states that the Company or applicable Grantor Stream and each Guarantor has duly authorized, executed (if applicable) and recorded (or caused to be recorded), or agreed to record (or agreed to cause to be recorded), in each appropriate governmental office all relevant filings and recordations deemed necessary by Company Stream or the Grantors Guarantors and the holder of such Additional Secured Debt, or its Priority Lien Secured Debt Representative, to ensure that the Additional Secured Debt will be is secured by the Collateral in accordance with the Priority Lien Security Documents, in each case to the extent and as required by the Priority Lien Security Documents; and (iv4) states that the Company Stream has caused a copy of the Additional Secured Debt Designation and the related Collateral Trust Joinder to be delivered to each then existing Priority Lien Representative and that, as applicable, such Additional First Lien Secured Debt shall constitute First Lien Debt for the purposes of this Agreement or such Additional Collateral Bond and/or related obligations under First-Out Documents shall constitute First-Out Obligations for the purposes of this AgreementRepresentative. Although the Company Stream shall be required to deliver a copy of each Additional Secured Debt Designation and each Collateral Trust Joinder to each then existing Priority Lien Secured Debt Representative, the failure to so deliver a copy of the Additional Secured Debt Designation and/or Collateral Trust Joinder to any then existing Priority Lien Secured Debt Representative shall not affect the status of such debt as Additional Secured Debt, Debt if the other requirements of this Section 3.8 are complied with. Each of the Collateral Trustee and the other then existing Secured Debt Representatives shall have the right to request that Stream shall provide a copy of any legal opinion of counsel (which may be provided by internal counsel to Stream) and may request reliance thereon provided to the holders of Additional Secured Debt or their Secured Debt Representatives as to the Additional Secured Debt being secured by a valid and perfected security interest; provided, however, that such legal opinion or opinions need not address any collateral of a type or located in a jurisdiction not previously covered by any legal opinion delivered by or on behalf of Stream. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow Company Stream or any other Grantor Guarantor to incur additional secured Indebtedness unless otherwise permitted by the terms of all applicable Secured Documents. The Security Documents creating or evidencing the Priority Lien Documents. Liens upon Collateral and the Subordinated Lien Collateral to secure Additional Secured Debt, shall be created pursuant to and Guarantees for the Security Documents that create Liens upon the Collateral to secure the other Priority Lien Obligations; provided that, to Obligations and the extent required by applicable law, such Liens upon the Collateral to secure Additional Secured Debt may be created pursuant to separate Security Documents, which Subordinated Lien Obligations shall be in substantially all material respects the same form as forms of documents other than with respect to the applicable Security Documents creating the Liens upon the Collateral to secure the other Priority Lien Obligations. Except in respect of Mined Land Under Permit and Other Credit Supportfirst lien, Additional Secured Debt shall not be secured by Liens upon any property second lien or third lien nature of the Grantors unless the other Priority Lien Obligations are also secured by Liens on such property. Additional Secured Debt may be guaranteed by all of the applicable Guarantors, but shall not be guaranteed by any Person that is not a Guarantorthereunder. (c) With respect to any Priority Lien Obligations constituting Additional Secured Debt that is issued or incurred after the date hereof, the Company and each of the other Grantors agrees to take such actions (if any) as necessary and as may from time to time reasonably be requested by the Collateral Trustee, any Priority Lien Representative or any Controlling Priority Lien Representative, and enter into such technical amendments, modifications and/or supplements to the then existing Guarantees and Security Documents (or execute and deliver such additional Security Documents) as necessary and as may from time to time be reasonably requested by such Persons (including as contemplated by clause (d) below), to ensure that the Additional Secured Debt, as applicable, is secured by, and entitled to the benefits of, the Security Documents, and each Priority Lien Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Collateral Trustee to enter into, any such technical amendments, modifications and/or supplements (and additional Security Documents). The Company and each other Grantor hereby further agrees that, if there are any recording, filing or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.8(c), all such amounts shall be paid by, and shall be for the account of, the Company and the respective other Grantors, on a joint and several basis. (d) The Company shall have the right, at any time on or after the occurrence of the Discharge of First-Out Obligations, to enter into any First-Out Document evidencing replacement First-Out Obligations so long as the incurrence thereof is not prohibited by any Priority Lien Documents, and to designate such obligations as First-Out Obligations in accordance with Section 3.8(b). At any time from and after the date of such designation pursuant to Section 3.8(b), subject to compliance with Sections 3.8(c), the obligations under such First-Out Document shall automatically and without further action be treated as First-Out Obligations for all purposes of this Agreement.

Additional Secured Debt. (a) The Collateral Trustee will, as collateral trustee hereunder, perform its undertakings set forth in Section 3.1(a) with respect to any First Lien each holder of Parity Secured Obligations constituting of a Series of First Parity Lien Debt that is issued or incurred after the date hereof or any First-Out Obligations constituting Additional Collateral Bonds and/or related obligations under First-Out Documents, as applicable, provided after the date hereof; provided that: (i1) such First Lien holds Secured Obligations that are identified as First Parity Lien Debt or such First-Out Obligations are identified as an Additional Collateral Bond and/or related obligations under First-Out Documents in accordance with the procedures set forth in Section 3.8(b); ) and (ii2) unless such debt or bond is issued under an existing Priority Lien Document for any Series of First Lien signs, through its designated Secured Debt whose First Lien Representative is already party to this Agreement or under an existing Collateral Bond with respect to which the First-Out Representative is already a party to this Agreement, the designated Priority, the designated First Lien Representative identified pursuant to Section 3.8(b) signs ), a Collateral Trust Joinder and promptly delivers the same to the Collateral TrusteeJoinder. (b) The Company or other applicable Pledgor will be permitted to designate as an additional holder of First Lien Debt or First-Out Parity Secured Obligations hereunder each Person who is, or who becomes, the registered holder of First Parity Lien Debt or First-Out Obligations, as applicable, the registered holder of Priority Lien Debt incurred by the Company or any such other Grantor Pledgor after the date of this Agreement in accordance with the terms of all applicable Priority Lien Secured Debt Documents. The Company or other applicable Pledgor may only effect such designation by delivering to the Collateral Trustee an Additional Trustee, with copies to each previously identified Secured Debt Designation Representative, each of the following: (1) an Officers' Certificate stating that: (iA) states that the Company or such other applicable Grantor Pledgor intends to incur additional First Secured Debt ("ADDITIONAL SECURED DEBT") which will be Parity Lien Debt (“Additional First Lien Debt”) or an Additional Collateral Bond and/or related obligations under First-Out Documents (any Additional First Lien Debt or Additional Collateral Bond and/or related obligations under First-Out Documents, “Additional Secured Debt”) that is not prohibited permitted by each applicable Priority Lien Secured Debt Document to be incurred and to be secured with a Priority Parity Lien equally and ratably with all previously existing and future Priority Parity Lien Debt, but subject to the prior payment rights of the holders of all First-Out Obligations and certain other Priority Lien Obligations as set forth in Section 3.4(a);; and (iiB) specifies the name, address and contact information of the Priority Lien Representative for such series of Additional Secured Debt for purposes of Section 7.6; (iii) states that the Company or applicable Grantor such other Pledgor has duly authorized, executed (if applicable) and recorded (or caused to be recorded), or agreed to record (or agreed to cause to be recorded), ) in each appropriate governmental office all relevant filings and recordations deemed necessary by Company or the Grantors and the holder of such Additional Secured Debt, or its Priority Lien Representative, to ensure that the Additional Secured Debt will be is secured by the Collateral in accordance with the Priority Lien Security Documents, in each case Documents and has attached to the extent Officer's Certificate a copy of all such recorded filings and as required by the Priority Lien Security Documentsrecordations; and (iv2) states that a written notice specifying the Company has caused a copy name and address of the Secured Debt Representative for such series of Additional Secured Debt Designation and the related Collateral Trust Joinder to be delivered to each then existing Priority Lien Representative and that, as applicable, such Additional First Lien Debt shall constitute First Lien Debt for the purposes of this Agreement or such Additional Collateral Bond and/or related obligations under First-Out Documents shall constitute First-Out Obligations for the purposes of this Agreement. Although the Company shall be required to deliver a copy of each Additional Secured Debt Designation and each Collateral Trust Joinder to each then existing Priority Lien Representative, the failure to so deliver a copy of the Additional Secured Debt Designation and/or Collateral Trust Joinder to any then existing Priority Lien Representative shall not affect the status of such debt as Additional Secured Debt, if the other requirements of this Section 3.8 are complied with7.7. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow the Company or any other Grantor Pledgor to incur additional secured Indebtedness unless otherwise permitted by the terms of all applicable Priority Lien Documents. Liens upon the Collateral to secure Additional Secured Debt, shall be created pursuant to the Security Documents that create Liens upon the Collateral to secure the other Priority Lien Obligations; provided that, to the extent required by applicable law, such Liens upon the Collateral to secure Additional Secured Debt may be created pursuant to separate Security Documents, which shall be in substantially the same form as the applicable Security Documents creating the Liens upon the Collateral to secure the other Priority Lien Obligations. Except in respect of Mined Land Under Permit and Other Credit Support, Additional Secured Debt shall not be secured by Liens upon any property of the Grantors unless the other Priority Lien Obligations are also secured by Liens on such property. Additional Secured Debt may be guaranteed by all of the applicable Guarantors, but shall not be guaranteed by any Person that is not a Guarantor. (c) With respect to any Priority Lien Obligations constituting Additional Secured Debt that is issued or incurred after the date hereof, the Company and each of the other Grantors agrees to take such actions (if any) as necessary and as may from time to time reasonably be requested by the Collateral Trustee, any Priority Lien Representative or any Controlling Priority Lien Representative, and enter into such technical amendments, modifications and/or supplements to the then existing Guarantees and Security Documents (or execute and deliver such additional Security Documents) as necessary and as may from time to time be reasonably requested by such Persons (including as contemplated by clause (d) below), to ensure that the Additional Secured Debt, as applicable, is secured by, and entitled to the benefits of, the Security Documents, and each Priority Lien Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Collateral Trustee to enter into, any such technical amendments, modifications and/or supplements (and additional Security Documents). The Company and each other Grantor hereby further agrees that, if there are any recording, filing or other similar fees payable shall notify the Indenture Trustee in connection with any writing of the actions to be taken pursuant to this Section 3.8(c), all such amounts shall be paid by, existence of any Parity Lien Debt other than the Note Obligations and shall be for the account of, the Company and the respective other Grantors, on provide a joint and several basis. (d) The Company shall have the right, at any time on or after the occurrence copy of the Discharge of First-Out Obligations, relevant Parity Lien Documents to enter into any First-Out Document evidencing replacement First-Out Obligations so long as the incurrence thereof is not prohibited by any Priority Lien Documents, and to designate such obligations as First-Out Obligations in accordance with Section 3.8(b). At any time from and after the date of such designation pursuant to Section 3.8(b), subject to compliance with Sections 3.8(c), the obligations under such First-Out Document shall automatically and without further action be treated as First-Out Obligations for all purposes of this AgreementIndenture Trustee.

Additional Secured Debt. (ai) The Collateral Trustee will, as collateral trustee hereunder, perform its undertakings set forth in Section 3.1(a) with respect to any First Lien Obligations constituting a Series of First Lien Collateral Trust Debt that is issued or incurred after the date hereof or any First-Out Obligations constituting Additional Collateral Bonds and/or related hereof., and (ii) the Applicable Controlling Agent will have the rights and obligations under First-Out Documents, as applicable, provided this Agreement with respect to any Series of Secured Debt that is issued or incurred after the date hereof; provided that, in each case, if: (i1) such First Lien Obligations are Series of Collateral Trust Debt or Secured Debt, respectively, is identified as First Parity Lien Debt or such First-Out Obligations are identified as an Additional Collateral Bond and/or related obligations under First-Out Documents Junior Lien Debt in accordance with the procedures set forth in Section 3.8(b3.9(b); and; (ii2) unless such debt or bond is issued under an existing Priority Lien Document for any Series of First Lien Debt whose First Lien Representative is already party to this Agreement or under an existing Collateral Bond with respect to which the First-Out Representative is already a party to this Agreement, the designated Priority, the designated First Lien Secured Debt Representative identified pursuant to Section 3.8(b3.9(b) signs a Collateral Trust Joinder and promptly delivers the same to the Collateral Trustee; and (3) if a Future ABL Facility is in existence, the designated Secured Debt Representative pursuant to Section 3.9(b) signs and delivers the joinders or supplements to the ABL Intercreditor Agreement, if any, as provided thereunder. (b) The Company Subject to Section 3.9(d), the Borrower will be permitted to designate as an additional holder Series of First Lien Secured Debt or First-Out Obligations hereunder each Person who is, or who becomes, the registered holder of First Lien Debt or First-Out Obligations, as applicable, incurred by the Company or any other Grantor after the date of this Agreement in accordance with the terms of all applicable Priority Lien Documents. The Company may only effect such designation by delivering to the Collateral Trustee an Additional Secured Debt Designation that: (i1) states that the Company Borrower or other applicable Grantor another Pledgor intends to incur additional First Lien Secured Debt (“Additional First Lien Debt”) or an Additional Collateral Bond and/or related obligations under First-Out Documents (any Additional First Lien Debt or Additional Collateral Bond and/or related obligations under First-Out Documents, “Additional Secured Debt”) that is which will either be (i) Collateral Trust Parity Lien Debt or Credit Agreement Debt not prohibited by each applicable Priority Lien any Secured Debt Document to be incurred and to be secured with by a Priority Parity Lien equally and ratably with all previously existing and future Priority Parity Lien Debt (and, if Credit Agreement Debt, designates it as such) or (ii) Junior Lien Debt not prohibited by any Secured Debt Document to be incurred and secured with a Junior Lien equally and ratably with all previously existing and future Junior Lien Debt, but subject to the prior payment rights of the holders of all First-Out Obligations and certain other Priority Lien Obligations as set forth in Section 3.4(a); (ii2) specifies the name, name and address and contact information of the Priority Lien Secured Debt Representative for such series of Additional Secured Debt for purposes of this Agreement including Section 7.67.9; (iii3) states that the Company or applicable Grantor each Pledgor has duly authorized, executed (if applicable) and recorded (or caused to be recorded), or agreed to record (or agreed to cause to be recorded), in each appropriate governmental office authorized all relevant filings and recordations deemed necessary by Company or the Grantors and the holder of such Additional Secured Debt, or its Priority Lien Representative, with regard to Collateral to ensure that the Additional Secured Debt will be is secured by the Collateral in accordance with the Priority Lien Security Documents, in each case to the extent Documents and as required describes such material filings and recordations that are contemplated by the Priority Lien Security DocumentsBorrower in respect of such Additional Secured Debt as of the date of such Additional Secured Debt Designation; (4) attaches as Exhibit 1 to such Additional Secured Debt Designation a Reaffirmation Agreement in substantially the form attached as Exhibit 1 to Exhibit A of this Agreement, which Reaffirmation Agreement has been duly executed by each Pledgor; and (iv5) states that the Company Borrower has caused a copy of the Additional Secured Debt Designation and the related Collateral Trust Joinder to be delivered to each then existing Priority Lien Representative and that, as applicable, Secured Debt Representative. Upon receipt by the Collateral Trustee of such Additional First Lien Secured Debt shall constitute First Lien Debt for the purposes Designation that complies with clauses (1)-(5) of this Agreement or such Section 3.9(b), the Collateral Trustee shall sign the Acknowledgement of Receipt in respect of each of the Additional Secured Debt Designation and the related Collateral Bond and/or related obligations under First-Out Documents shall constitute First-Out Obligations for Trust Joinder in connection with the purposes of this Agreementdelivery thereof. Although the Company Borrower shall be required to deliver a copy of each Additional Secured Debt Designation and each Collateral Trust Joinder to each then existing Priority Lien Secured Debt Representative, the failure to so deliver a copy of the Additional Secured Debt Designation and/or Collateral Trust Joinder to any then existing Priority Lien Secured Debt Representative shall not affect the status of such debt as Additional Secured Debt, Debt if the other requirements of this Section 3.8 3.9 are complied with. Each of the Collateral Trustee and any then existing Secured Debt Representative shall have the right to request that the Borrower provide a copy of any legal opinion of counsel (which may be provided by internal counsel to the Borrower) provided to the holders of Additional Secured Debt or their Secured Debt Representative as to the Additional Secured Debt being secured by a valid and perfected security interest in the Collateral. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow Company or any other Grantor Pledgor to incur additional secured Indebtedness unless permitted or Liens if prohibited by the terms of all applicable Priority Lien Documents. Liens upon the Collateral to secure Additional Secured Debt, shall be created pursuant to the Security Documents that create Liens upon the Collateral to secure the other Priority Lien Obligations; provided that, to the extent required by applicable law, such Liens upon the Collateral to secure Additional any Secured Debt may be created pursuant to separate Security Documents, which shall be in substantially the same form as the applicable Security Documents creating the Liens upon the Collateral to secure the other Priority Lien Obligations. Except in respect of Mined Land Under Permit and Other Credit Support, Additional Secured Debt shall not be secured by Liens upon any property of the Grantors unless the other Priority Lien Obligations are also secured by Liens on such property. Additional Secured Debt may be guaranteed by all of the applicable Guarantors, but shall not be guaranteed by any Person that is not a Guarantor. (c) With respect to any Priority Lien Obligations constituting Additional Secured Series of Collateral Trust Debt that is issued or incurred after the date hereof, the Company and each of the other Grantors agrees Pledgors, the Collateral Trustee and the Collateral Trust Representatives, as applicable, agree to take such actions (if any) as necessary and as may from time to time reasonably be requested by the Collateral Trustee, any Priority Lien Representative or any Controlling Priority Lien Representative, and enter into such technical amendments, modifications and/or supplements to the then existing Guarantees and Collateral Trust Security Documents (or execute and deliver such additional Collateral Trust Security Documents) as necessary and as may from time to time be reasonably requested by any such Persons (including as contemplated by clause (d) below)Persons, to ensure that the Additional Secured Debt, as applicable, Debt is secured by, and entitled to the benefits of, the relevant Collateral Trust Security Documents, and each Priority Lien of the Collateral Trust Secured Party Parties (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Collateral Trustee to enter into, any such technical amendments, modifications and/or supplements (and additional Collateral Trust Security Documents). The Company Borrower and each other Grantor Guarantor hereby further agrees agree that, if there are any recording, filing or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.8(c3.9(c), all such amounts shall be paid by, and shall be for the account of, the Company Borrower and the respective other GrantorsGuarantors, on a joint and several basis. (d) In the event that any Pledgor intends to incur additional Limited Parity Lien Debt, then the Liens securing such Parity Limited Lien Debt shall extend solely to the assets and property described in subclause (b) of the proviso to clause (2) in the definition of “Parity Lien Cap” in the Indenture or other applicable provision of the Secured Debt Document that limits the Collateral that may secure such Parity Lien Debt on an equal and ratable basis with other Parity Lien Debt, and therefore such Limited Parity Lien Debt will share equally and ratably (on the terms provided in this Agreement) with the other Series of Parity Lien Debt with respect to such assets and property but not with respect to any other Collateral. (e) Without limitation of the foregoing, each of the Pledgors agrees to take the following actions with respect to any real property Collateral referred to below with respect to all Additional Secured Debt: (1) Within the time period permitted by the Secured Debt Documents relating to such Additional Secured Debt, the applicable Pledgors shall (except as set forth below), with regard to each parcel of real property subject to an existing mortgage or deed of trust in favor of the Collateral Trustee (each such existing mortgage or deed of trust, an “Existing Mortgage” and each property subject to an Existing Mortgage, a “Mortgaged Property”) that is required by the applicable Secured Debt Documents to secure the corresponding Additional Secured Debt, enter into, and deliver to the Collateral Trustee, (x) a mortgage modification (A) to the extent necessary to ensure that such Additional Secured Debt is secured by such Existing Mortgage and/or (B) to preserve the priority of the Existing Mortgage with the inclusion of such Additional Secured Debt in the obligations secured thereby (provided that a mortgage modification described in this clause (B) shall be delivered at the time of the incurrence of such Additional Secured Debt) (each such modification, a “Modification”) and/or (y) a new mortgage or deed of trust (each such new mortgage or deed of trust, a “New Mortgage”) with such changes as may be required to account for local law matters, in the case of clause (x) and (y), as applicable, in proper form for recording in all applicable jurisdictions and otherwise in form and substance reasonably satisfactory to the Applicable Controlling Agent, and the Pledgors are jointly and severally liable to pay all filing and recording fees and taxes, documentary stamp taxes and other taxes, charges and fees, if any, necessary for filing or recording in the recording office of each jurisdiction where such Mortgaged Property is situated; (2) If a Modification or New Mortgage is required to be delivered with respect to a Mortgaged Property, the applicable Pledgors will cause to be delivered a local counsel opinion with respect to each such Mortgaged Property in form and substance, and issued by law firms, in each case, reasonably satisfactory to the Applicable Controlling Agent; (3) If a Modification or New Mortgage is required to be delivered with respect to a Mortgaged Property, the applicable Pledgors will cause a title company reasonably acceptable to the Applicable Controlling Agent to have delivered to the Collateral Trustee a title insurance policy or commitment to issue a title insurance policy (or, as applicable, an endorsement to each title insurance policy previously delivered to the Collateral Trustee with respect to the Existing Mortgage(s) for such Class of Secured Obligations), date down(s) or other evidence reasonably satisfactory to the Applicable Controlling Agent (which may include a new title insurance policy) (each such delivery, a “Title Datedown Product”), in each case insuring that (i) the validity, enforceability and priority of the Liens of the applicable Existing Mortgage(s) as affected by a Modification as security for the Parity Lien Obligations or Junior Lien Obligations, as applicable, (including such Additional Secured Debt) has not changed or a New Mortgage is entered into, that the Lien of such New Mortgage securing the Parity Lien Debt or Junior Lien Debt, as applicable, then being incurred shall be enforceable and have the same priority as any Existing Mortgage securing then existing Parity Lien Obligations or Junior Lien Obligations, as applicable, (ii) confirming and/or insuring that since the later of the original date of such title insurance product and the date of the Title Datedown Product delivered most recently prior to (and not in connection with) such Additional Secured Debt, there has been no material change in the condition of title and (iii) there are no material intervening liens or encumbrances which may then or thereafter take priority over the Lien of the applicable Existing Mortgage(s), as affected by the Modifications or New Mortgages, as applicable, in each case other than with respect to Liens permitted by each Secured Debt Document (without adding any material additional exclusions or exceptions to coverage); and (4) If a Modification or New Mortgage is required to be delivered with respect to a Mortgaged Property, the applicable Pledgor shall, upon the request of the Applicable Controlling Agent, deliver to the approved title company, the Collateral Trustee and/or all other relevant third parties all other items reasonably necessary to record each such New Mortgage and Modification, to issue a Title Datedown Product and to create, perfect or preserve the validity, enforceability and priority of the Lien of the Existing Mortgage(s), as affected by the Modifications or New Mortgages, as applicable, as set forth above and contemplated hereby and by the Secured Debt Documents. (f) The Company Borrower shall have the right, right at any time on or after the occurrence of the Discharge of First-Out ObligationsParity Lien Obligations has occurred, and subject to Section 7.6, to enter into any First-Out Parity Lien Document evidencing replacement First-Out Obligations so long as the a Parity Lien Debt which incurrence thereof is not prohibited by any Priority Lien the applicable Secured Debt Documents, and to designate such obligations Indebtedness as First-Out Obligations Collateral Trust Parity Lien Debt in accordance with Section 3.8(bSections 3.9(a) and (b). At any time from and after the date of such designation pursuant to Section 3.8(b), subject to compliance with Sections 3.8(c(the “Reference Date”), the obligations under such First-Out Parity Lien Document shall automatically and without further action be treated as First-Out Obligations Collateral Trust Parity Lien Debt for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the Junior Lien Obligations shall be at all times subordinated and junior to such Collateral Trust Parity Lien Obligations pursuant to the terms of this Agreement, including with respect to Junior Lien Obligations that were incurred or outstanding on or prior to the Reference Date.

Additional Secured Debt. (a) The Collateral Trustee will, as collateral trustee hereunder, perform its undertakings set forth in Section 3.1(a) with respect to any First Lien Secured Obligations constituting a Series of First Lien Secured Debt that is issued or incurred after the date hereof or any First-Out Obligations constituting Additional Collateral Bonds and/or related obligations under First-Out Documents, as applicable, provided after the date hereof; provided thatif: (i1) such First Lien Secured Obligations are identified as First Parity Lien Debt or such First-Out Obligations are identified as an Additional Collateral Bond and/or related obligations under First-Out Documents Priority Lien Debt in accordance with the procedures set forth in Section 3.8(b); and (ii2) unless such debt or bond is issued under an existing Priority Lien Document for any Series of First Lien Debt whose First Lien Representative is already party to this Agreement or under an existing Collateral Bond with respect to which the First-Out Representative is already a party to this Agreement, the designated Priority, the designated First Lien Secured Debt Representative identified pursuant to Section 3.8(b) signs a Collateral Trust Joinder and promptly delivers the same to the Collateral Trustee. (b) The Company Borrower will be permitted to designate as an additional holder of First Lien Debt or First-Out Secured Obligations hereunder each Person who is, or who becomes, the registered holder of First Parity Lien Debt or First-Out Obligations, as applicable, the holder of Priority Lien Debt incurred by the Company Borrower or any other Grantor Guarantor after the date of this Agreement in accordance with the terms of all applicable Priority Lien Secured Debt Documents. The Company Borrower may only effect such designation by delivering to the Collateral Trustee an Additional Secured Debt Designation that: (i1) states that the Company Borrower or other applicable Grantor such Guarantor intends to incur additional First Lien Secured Debt (“Additional First Lien Debt”) or an Additional Collateral Bond and/or related obligations under First-Out Documents (any Additional First Lien Debt or Additional Collateral Bond and/or related obligations under First-Out Documents, “Additional Secured Debt”) that is which will either be (i) Priority Lien Debt not prohibited by each applicable Priority Lien any Secured Debt Document to be incurred and to be secured with by a Priority Lien equally and ratably with all previously existing and future Priority Lien Debt or (ii) Parity Lien Debt not prohibited by any Secured Debt Document to be incurred and secured with a Parity Lien equally and ratably with all previously existing and future Parity Lien Debt, but subject to the prior payment rights of the holders of all First-Out Obligations and certain other Priority Lien Obligations as set forth in Section 3.4(a); (ii2) specifies the name, name and address and contact information of the Priority Lien Secured Debt Representative for such series of Additional Secured Debt for purposes of this Agreement including Section 7.67.7; (iii3) states that the Company or applicable Grantor Borrower and each Guarantor has duly authorized, executed (if applicable) and recorded (or caused to be recorded), or agreed to record (or agreed to cause to be recorded), ) in each appropriate governmental office all relevant filings and recordations deemed necessary by Company or the Grantors and the holder of such Additional Secured Debt, or its Priority Lien Representative, to ensure that the Additional Secured Debt will be is secured by the Collateral in accordance with the Priority Lien Security Documents; (4) attaches as Exhibit 1 to such Additional Secured Debt Designation a Reaffirmation Agreement in substantially the form attached as Exhibit 1 to Exhibit A of this Agreement, in each case to the extent and as required which Reaffirmation Agreement has been duly executed by the Priority Lien Security DocumentsBorrower and each Guarantor; and (iv5) states that the Company Borrower has caused a copy of the Additional Secured Debt Designation and the related Collateral Trust Joinder to be delivered to each then existing Priority Lien Representative and that, as applicable, such Additional First Lien Secured Debt shall constitute First Lien Debt for the purposes of this Agreement or such Additional Collateral Bond and/or related obligations under First-Out Documents shall constitute First-Out Obligations for the purposes of this AgreementRepresentative. Although the Company Borrower shall be required to deliver a copy of each Additional Secured Debt Designation and each Collateral Trust Joinder to each then existing Priority Lien Secured Debt Representative, the failure to so deliver a copy of the Additional Secured Debt Designation and/or Collateral Trust Joinder to any then existing Priority Lien Secured Debt Representative shall not affect the status of such debt as Additional Secured Debt, Debt if the other requirements of this Section 3.8 are complied with. The Borrower shall also provide a legal opinion of counsel to the Collateral Trustee and any Secured Debt Representative as to the Additional Secured Debt being secured by a valid and perfected security interest in the Collateral; provided, however, that such legal opinion or opinions need not address any collateral of a type or located in a jurisdiction not previously covered by any legal opinion delivered by or on behalf of the Borrower. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow Company the Borrower or any other Grantor Guarantor to incur additional secured Indebtedness unless permitted or Liens if prohibited by the terms of all applicable Priority Lien Documents. Liens upon the Collateral to secure Additional Secured Debt, shall be created pursuant to the Security Documents that create Liens upon the Collateral to secure the other Priority Lien Obligations; provided that, to the extent required by applicable law, such Liens upon the Collateral to secure Additional any Secured Debt may be created pursuant to separate Security Documents, which shall be in substantially the same form as the applicable Security Documents creating the Liens upon the Collateral to secure the other Priority Lien Obligations. Except in respect of Mined Land Under Permit and Other Credit Support, Additional Secured Debt shall not be secured by Liens upon any property of the Grantors unless the other Priority Lien Obligations are also secured by Liens on such property. Additional Secured Debt may be guaranteed by all of the applicable Guarantors, but shall not be guaranteed by any Person that is not a Guarantor. (c) With respect to any Priority Lien Secured Obligations constituting Additional a Series of Secured Debt that is issued or incurred after the date hereof, the Company Borrower and each of the other Grantors Guarantors agrees to take such actions (if any) as necessary and appropriate and as may from time to time reasonably be requested by the Collateral Trustee, any Priority Lien Debt Representative, any Parity Lien Debt Representative or any Controlling Priority Lien RepresentativeAct of Required Secured Parties, and enter into such technical amendments, modifications and/or supplements to the then existing Guarantees and Security Documents (or execute and deliver such additional Security Documents) as necessary and as may from time to time be reasonably requested by such Persons (including as contemplated by clause (d) below), to ensure that the Additional Secured Debt, as applicable, Debt is secured by, and entitled to the benefits of, the relevant Security Documents, and each Priority Lien Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Collateral Trustee to enter into, any such technical amendments, modifications and/or supplements (and additional Security Documents). The Company Borrower and each other Grantor Guarantor hereby further agrees agree that, if there are any recording, filing or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.8(c) or Section 3.8(d), all such amounts shall be paid by, and shall be for the account of, the Company Borrower and the respective other GrantorsGuarantors, on a joint and several basis. (d) The Company Without limitation of the foregoing, the Borrower and each of the Guarantors agree to take the following actions with respect to any real property Collateral with respect to all Additional Secured Debt: (1) the Borrower and the applicable Guarantors shall enter into, and deliver to the Collateral Trustee a mortgage modification (each such modification, a “Modification”) or new mortgage or deed of trust with regard to each real property subject to a mortgage or deed of trust (each such mortgage or deed of trust a “Mortgage,” and each such property a “Mortgaged Property”), with such changes as may be required to account for local law matters, at the time of such incurrence, in proper form for recording in all applicable jurisdictions, in a form and substance reasonably satisfactory to the Collateral Trustee, the Controlling Representative and the Borrower and such Guarantors are jointly and severally liable to pay all filing and recording fees and taxes, documentary stamp taxes and other taxes, charges and fees, if any, necessary for filing or recording in the recording office of each jurisdiction where such real property to be encumbered thereby is situated; (2) the Borrower or the applicable Guarantor will cause to be delivered a local counsel opinion with respect to each such Mortgaged Property in form and substance, and issued by law firms, in each case, reasonably satisfactory to the Collateral Trustee and the Controlling Representative; (3) the Borrower or the applicable Guarantor will cause a title company reasonably acceptable to the Controlling Representative to have delivered to the Collateral Trustee a title insurance policy (or, as applicable, an endorsement to each title insurance policy previously delivered to the Collateral Trustee with respect to the Mortgage or Mortgages for such Class of Secured Obligations), date down(s) or other evidence reasonably satisfactory to the Controlling Representative (which may include a new title insurance policy) (each such delivery, a “Title Datedown Product”), in each case insuring that (i) the validity, enforceability and priority of the Liens of the applicable Mortgage(s) as security for the Priority Lien Debt Obligations or Parity Lien Debt Obligations, as applicable, (including such Additional Secured Debt) has not changed and, if a new Mortgage is entered into, that the Lien of such new Mortgage securing the Priority Lien Debt or Parity Lien Debt, as applicable, then being incurred shall be enforceable and have the same priority as any existing Mortgage securing then existing Priority Lien Debt Obligations or Parity Lien Debt Obligations, as applicable, (ii) confirming and/or insuring that since the later of the original date of such title insurance product and the date of the Title Datedown Product delivered most recently prior to (and not in connection with) such Additional Secured Debt, there has been no change in the condition of title and (iii) there are no intervening liens or encumbrances which may then or thereafter take priority over the Lien of the applicable Mortgage(s), in each case other than with respect to Liens permitted by each Secured Debt Document (without adding any additional exclusions or exceptions to coverage); and (4) the Borrower or the applicable Guarantor shall deliver to the approved title company, the Collateral Trustee and/or all other relevant third parties all other items reasonably necessary to record each such Mortgage and Modification, to issue a Title Datedown Product and to create, perfect or preserve the validity, enforceability and priority of the Lien of the mortgage(s) as set forth above and contemplated hereby and by the Secured Debt Documents. (e) the Borrower shall have the right, right at any time on or after the occurrence of the Discharge of First-Out ObligationsPriority Lien Debt Obligations has occurred, to enter into any First-Out Priority Lien Document evidencing replacement First-Out Obligations so long as the a Priority Lien Debt which incurrence thereof is not prohibited by any Priority Lien the applicable Secured Debt Documents, and to designate such obligations Indebtedness as First-Out Obligations Priority Lien Debt in accordance with Section 3.8(b). At any time from and after the date of such designation pursuant to Section 3.8(b) (the “Reference Date”), subject to compliance with Sections 3.8(c) and (d), the obligations under such First-Out Priority Lien Document shall automatically and without further action be treated as First-Out Obligations Priority Lien Debt for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the Parity Lien Debt Obligations shall be at all times subordinated and junior to such Priority Liens Obligations pursuant to the terms of this Agreement, including with respect to Parity Lien Debt Obligations that were incurred or outstanding on or prior to the Reference Date.

Additional Secured Debt. (a) The Collateral Trustee will, as collateral trustee Collateral Trustee hereunder, perform its undertakings set forth in Section 3.1(a) this Agreement with respect to any First Lien Obligations constituting a Series of First Lien Funded Debt that is issued or incurred after the date hereof or any First-Out Obligations constituting Additional Collateral Bonds and/or related obligations under First-Out Documents, as applicable, provided after the date hereof; provided thatif: (i) such First Lien Obligations are Funded Debt is identified as Junior Lien Debt or First Lien Debt or such First-Out Obligations are identified as an Additional Collateral Bond and/or related obligations under First-Out Documents in accordance with the procedures set forth in Section 3.8(b3.08(b); and (ii) unless such debt or bond Funded Debt is issued under an existing Priority Lien Secured Debt Document for any Series of First Lien Secured Debt whose First Lien Secured Debt Representative is already party to this Agreement or under an existing Collateral Bond with respect to which the First-Out Representative is already a party to this Agreement, the designated Priority, the designated First Lien Secured Debt Representative identified pursuant to Section 3.8(b3.08(b) signs a Collateral Trust Joinder and promptly delivers the same to the Collateral Trustee. Notwithstanding the foregoing, (x) the incurrence of revolving credit obligations under commitments that have previously been designated as Secured Debt, (y) the issuance of letters of credit and incurrence of reimbursement obligations in respect thereof or in respect of Cash Management Obligations or obligations under Swap Agreements under or in connection with commitments that have previously been designated as Secured Debt; and (z) the issuance of additional Notes under the Indenture shall automatically constitute Secured Debt of the same series as the Indenture and shall not require compliance with the procedures set forth in Section 3.08(b). (b) The Company Borrower will be permitted to designate as an additional holder of First Lien Secured Debt or First-Out Obligations hereunder each Person who is, or who becomes, the registered holder of First Lien any Funded Debt or First-Out Obligations, as applicable, that is incurred by the Company Borrower or any other Grantor after the date of this Agreement in accordance with the terms of all applicable Priority Lien Secured Debt Documents. The Company Borrower may only effect such designation by delivering to the Collateral Trustee an Additional Secured Debt Designation that: (i) states that the Company Borrower or such other applicable Grantor intends to incur additional First Lien Secured Debt (“Additional First Lien Debt”) or an Additional Collateral Bond and/or related obligations under First-Out Documents (any Additional First Lien Debt or Additional Collateral Bond and/or related obligations under First-Out Documents, “Additional Secured Debt”) that is which will either be (as specified in such Additional Secured Debt Designation) (A) First Lien Debt not prohibited by each applicable Priority Lien any Secured Debt Document to be incurred and to be secured with by a Priority First Lien equally and ratably with all previously existing and future Priority First Lien Debt or (B) Junior Lien Debt not prohibited by any Secured Debt Document to be incurred and secured with a Junior Lien equally and ratably with all previously existing and future Junior Lien Debt, but subject to the prior payment rights of the holders of all First-Out Obligations and certain other Priority Lien Obligations as set forth in Section 3.4(a); (ii) specifies the name, name and address and contact information of the Priority Lien Secured Debt Representative for such series of Additional Secured Debt for purposes of Section 7.67.08 of this Agreement; (iii) states that the Company or applicable Borrower and each other Grantor has duly authorized, executed (if applicable) and recorded (or caused to be recorded), or agreed to record (or agreed to cause to be recorded), ) in each appropriate governmental office all relevant filings and recordations deemed necessary by Company or the Grantors and the holder of such Additional Secured Debt, or its Priority Lien Representative, to ensure that the Additional Secured Debt will be is secured by the Collateral in accordance with the Priority Lien Security Collateral Documents; (iv) attaches as Exhibit 1 to such Additional Secured Debt Designation a Reaffirmation Agreement in substantially the form attached as Exhibit 1 to Exhibit A of this Agreement, in each case to the extent and as required which Reaffirmation Agreement has been duly executed by the Priority Lien Security DocumentsBorrower and each other Grantor; and (ivv) states that the Company Borrower has caused a copy of the Additional Secured Debt Designation and the related Collateral Trust Joinder to be delivered to each then existing Priority Lien Representative and that, as applicable, such Additional First Lien Secured Debt shall constitute First Lien Debt for the purposes of this Agreement or such Additional Collateral Bond and/or related obligations under First-Out Documents shall constitute First-Out Obligations for the purposes of this AgreementRepresentative. Although the Company Borrower shall be required to deliver a copy of each Additional Secured Debt Designation and each Collateral Trust Joinder to each then existing Priority Lien Secured Debt Representative, the failure to so deliver a copy of the Additional Secured Debt Designation and/or Collateral Trust Joinder to any then then-existing Priority Lien Secured Debt Representative shall not affect the status of such debt as Additional Secured Debt, Debt if the other requirements of this Section 3.8 3.08 are complied with. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow Company the Borrower or any other Grantor to incur additional secured Indebtedness unless permitted Funded Debt or Liens if prohibited by the terms of all applicable Priority Lien Documents. Liens upon the Collateral to secure Additional Secured Debt, shall be created pursuant to the Security Documents that create Liens upon the Collateral to secure the other Priority Lien Obligations; provided that, to the extent required by applicable law, such Liens upon the Collateral to secure Additional any Secured Debt may be created pursuant to separate Security Documents, which shall be in substantially the same form as the applicable Security Documents creating the Liens upon the Collateral to secure the other Priority Lien Obligations. Except in respect of Mined Land Under Permit and Other Credit Support, Additional Secured Debt shall not be secured by Liens upon any property of the Grantors unless the other Priority Lien Obligations are also secured by Liens on such property. Additional Secured Debt may be guaranteed by all of the applicable Guarantors, but shall not be guaranteed by any Person that is not a GuarantorDocument. (c) With respect to any Priority Lien Obligations constituting Additional Secured Debt that is issued or incurred after the date hereof, the Company Borrower and each of the other Grantors agrees to take such actions (if any) as necessary and as may from time to time reasonably be requested by the Collateral Trustee, any Priority First Lien Debt Representative, any Junior Lien Debt Representative or any Controlling Priority Lien RepresentativeAct of Required Secured Parties, and enter into such technical amendments, modifications and/or supplements to the then existing Guarantees and Security Collateral Documents (or execute and deliver such additional Security Collateral Documents) as necessary ), including, without limitation, the execution of an amendment to any vessel mortgage forming part of the Collateral Documents and its recordation with any applicable vessel registry, as may from time to time be reasonably necessary or requested by such Persons (including as contemplated by clause (d) below)Persons, to ensure that the Additional Secured Debt, as applicable, Debt is secured by, and entitled to the benefits of, the Security relevant Collateral Documents, and each Priority Lien Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Collateral Trustee to enter into, any such technical amendments, modifications and/or supplements (and additional Security Collateral Documents). The Company Borrower and each other Grantor hereby further agrees agree that, if there are any recording, filing filing, documentary stamp tax or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.8(c3.08(c), all such amounts shall be paid by, and shall be for the account of, the Company Borrower and the respective other Grantors, on a joint and several basis. (d) [reserved]. (e) The Company Borrower shall have the right, right at any time on or after the occurrence of the Discharge of First-Out Obligations, First Lien Obligations has occurred to enter into any First-Out First Lien Document evidencing replacement First-Out Obligations so long as First Lien Debt the incurrence thereof of which is not prohibited by any Priority Lien Documents, the applicable Secured Debt Documents and to designate such obligations Funded Debt as First-Out Obligations First Lien Debt in accordance with Section 3.8(b3.08(b). At any time from and after the date of such designation pursuant to Section 3.8(b3.08(b) (the “Reference Date”), subject to compliance with Sections 3.8(cSection 3.08(c), the obligations under such First-Out First Lien Document shall automatically and without further action be treated as First-Out Obligations First Lien Debt for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the Junior Lien Obligations shall be at all times subordinated and junior to such First Liens Obligations pursuant to the terms of this Agreement, including with respect to Junior Lien Obligations that were incurred or outstanding on or prior to the Reference Date.

Additional Secured Debt. (a) The Collateral Trustee will, as collateral trustee hereunder, perform its undertakings set forth in Section 3.1(a) this Agreement with respect to any First Lien Obligations constituting a Series of First Lien Secured Debt that is issued or incurred after the date hereof or any First-Out Obligations constituting Additional Collateral Bonds and/or related obligations under First-Out Documents, as applicable, provided after the date hereof; provided thatif: (i1) such First Lien Obligations are Secured Debt is identified as First Parity Lien Debt or such First-Out Obligations are identified as an Additional Collateral Bond and/or related obligations under First-Out Documents Priority Lien Debt in accordance with the procedures set forth in Section 3.8(b); and (ii2) unless such debt or bond Funded Debt is issued under an existing Priority Lien Secured Debt Document for any Series of First Lien Secured Debt whose First Lien Secured Debt Representative is already party to this Agreement or under an existing Collateral Bond with respect to which the First-Out Representative is already a party to this Agreement, the designated Priority, the designated First Lien Secured Debt Representative identified pursuant to Section 3.8(b) signs a Collateral Trust Joinder and promptly delivers the same to the Collateral Trustee. Notwithstanding the foregoing, (x) the incurrence of revolving credit obligations under commitments that have previously been designated as Secured Debt and (y) the issuance of letters of credit and incurrence of reimbursement obligations in respect thereof under commitments that have previously been designated as Secured Debt, shall automatically constitute Secured Debt and shall not require compliance with the procedures set forth in Section 3.8(b). (b) The Company Borrower will be permitted to designate as an additional holder of First Lien Secured Debt or First-Out Obligations hereunder each Person who is, or who becomes, the registered holder of First Lien any Funded Debt or First-Out Obligations, as applicable, incurred by the Company Borrower or any other Grantor after the date of this Agreement in accordance with the terms of all applicable Priority Lien Secured Debt Documents. The Company Borrower may only effect such designation by delivering to the Collateral Trustee an Additional Secured Debt Designation that: (i1) states that the Company Borrower or such other applicable Grantor intends to incur additional First Lien Secured Debt (“Additional First Lien Debt”) or an Additional Collateral Bond and/or related obligations under First-Out Documents (any Additional First Lien Debt or Additional Collateral Bond and/or related obligations under First-Out Documents, “Additional Secured Debt”) that is which will either be (as specified in such Additional Secured Debt Designation) (i) Priority Lien Debt not prohibited by each applicable Priority Lien any Secured Debt Document to be incurred and to be secured with by a Priority Lien equally and ratably with all previously existing and future Priority Lien Debt, but subject to the prior payment rights of the holders of all First-Out Obligations and certain other Priority Lien Obligations as set forth in Section 3.4(a); Debt or (ii) Parity Lien Debt not prohibited by any Secured Debt Document to be incurred and secured with a Parity Lien equally and ratably with all previously existing and future Parity Lien Debt; and (2) specifies the name, name and address and contact information of the Priority Lien Secured Debt Representative for such series of Additional Secured Debt for purposes of Section 7.6; (iii) states that the Company or applicable Grantor has duly authorized, executed (if applicable) and recorded (or caused to be recorded), or agreed to record (or agreed to cause to be recorded), in each appropriate governmental office all relevant filings and recordations deemed necessary by Company or the Grantors and the holder of such Additional Secured Debt, or its Priority Lien Representative, to ensure that the Additional Secured Debt will be secured by the Collateral in accordance with the Priority Lien Security Documents, in each case to the extent and as required by the Priority Lien Security Documents; and (iv) states that the Company has caused a copy of the Additional Secured Debt Designation and the related Collateral Trust Joinder to be delivered to each then existing Priority Lien Representative and that, as applicable, such Additional First Lien Debt shall constitute First Lien Debt for the purposes of this Agreement or such Additional Collateral Bond and/or related obligations under First-Out Documents shall constitute First-Out Obligations for the purposes of this Agreementincluding Section 7.7. Although the Company Borrower shall be required to deliver a copy of each Additional Secured Debt Designation and each Collateral Trust Joinder to each then existing Priority Lien Secured Debt Representative, the failure to so deliver a copy of the Additional Secured Debt Designation and/or Collateral Trust Joinder to any then existing Priority Lien Secured Debt Representative shall not affect the status of such debt as Additional Secured Debt, Debt if the other requirements of this Section 3.8 are complied with. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow Company the Borrower or any other Grantor to incur additional secured Indebtedness unless permitted Funded Debt or Liens if prohibited by the terms of all applicable Priority Lien Documents. Liens upon the Collateral to secure Additional Secured Debt, shall be created pursuant to the Security Documents that create Liens upon the Collateral to secure the other Priority Lien Obligations; provided that, to the extent required by applicable law, such Liens upon the Collateral to secure Additional any Secured Debt may be created pursuant to separate Security Documents, which shall be in substantially the same form as the applicable Security Documents creating the Liens upon the Collateral to secure the other Priority Lien Obligations. Except in respect of Mined Land Under Permit and Other Credit Support, Additional Secured Debt shall not be secured by Liens upon any property of the Grantors unless the other Priority Lien Obligations are also secured by Liens on such property. Additional Secured Debt may be guaranteed by all of the applicable Guarantors, but shall not be guaranteed by any Person that is not a Guarantor. (c) With respect to any Priority Lien Obligations constituting Additional Secured Debt that is issued or incurred after the date hereof, the Company Borrower and each of the other Grantors agrees to take such actions (if any) as necessary and as may from time to time reasonably be requested by the Collateral Trustee, any Priority Lien Representative, any Parity Lien Representative or any Controlling Priority Lien RepresentativeAct of Required Secured Parties, and enter into such technical amendments, modifications and/or supplements to the then existing Guarantees and Security Documents (or execute and deliver such additional Security Documents) as necessary and as may from time to time be reasonably requested by such Persons (including as contemplated by clause (d) below), to ensure that the Additional Secured Debt, as applicable, Debt is secured by, and entitled to the benefits of, the relevant Security Documents, and each Priority Lien Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Collateral Trustee to enter into, any such technical amendments, modifications and/or supplements (and additional Security Documents). The Company Borrower and each other Grantor hereby further agrees agree that, if there are any recording, filing or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.8(c) or Section 3.8(d), all such amounts shall be paid by, and shall be for the account of, the Company Borrower and the respective other Grantors, on a joint and several basis. (d) Without limitation of the foregoing, Borrower and each of the other Grantors agrees to take the following actions with respect to any Real Property Collateral with respect to all Additional Secured Debt: (1) to the extent requested by the Secured Debt Representative for such Additional Secured Debt, within 90 days (as such period may be extended in the reasonable discretion of such Secured Debt Representative) after the effectiveness of the designation of such Additional Secured Debt, (A) Borrower and the other applicable Grantors shall enter into, and deliver to the Collateral Trustee a mortgage modification (each such modification, a “Modification”) or new mortgage or deed of trust with regard to each real property subject to a mortgage or deed of trust (each such mortgage or deed of trust a “Mortgage,” and each such property a “Mortgaged Property”), to the extent, and with such changes, as may be required to account for local law matters, at the time of such incurrence, in proper form for recording in all applicable jurisdictions, in a form and substance reasonably satisfactory to the Collateral Trustee, such Secured Debt Representative and the Borrower and such other Grantors are jointly and severally liable to pay all filing and recording fees and taxes, documentary stamp taxes and other taxes, charges and fees, if any, necessary for filing or recording in the recording office of each jurisdiction where such real property to be encumbered thereby is situated; (B) the Borrower or the applicable Grantor will cause to be delivered a local counsel opinion with respect to each such Modification or Mortgage in form and substance, and issued by law firms, in each case, reasonably satisfactory to the Collateral Trustee and the Controlling Representative; (C) the applicable Grantor shall deliver to the approved title company or other applicable service provider, the Collateral Trustee and/or all other relevant third parties all other items reasonably necessary to record each such Mortgage and Modification, and to create, perfect or preserve the validity, enforceability and priority of the Lien of the Mortgage(s) as set forth above and contemplated hereby and by the Secured Debt Documents; and (2) Borrower and the other applicable Grantors shall deliver to the Collateral Trustee a completed standard “life of loan” flood hazard determination form for each property encumbered by a Mortgage, and if the property is located in an area designated by the U.S. Federal Emergency Management Agency (or any successor agency) as having special flood or mud slide hazards, (i) a notification from the Borrower to the Collateral Trustee (“Borrower Notice”) and (if applicable) notification to the Collateral Trustee that flood insurance coverage under the National Flood Insurance Program (“NFIP”) created by the U.S. Congress pursuant to the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973, the National Flood Insurance Reform Act of 1994 and the Flood Insurance Reform Act of 2004 is not available because the applicable community does not participate in the NFIP, (ii) documentation evidencing the Collateral Trustee’s receipt of the Borrower Notice (e.g., countersigned Borrower Notice, return receipt of certified U.S. Mail, or overnight delivery), and (iii) if a Borrower Notice is required to be given and flood insurance is available in the community in which the property is located, a copy of one of the following: the flood insurance policy, the Borrower’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance reasonably satisfactory to the Collateral Trustee. (e) The Company Borrower shall have the right, right at any time on or after the occurrence of the Discharge of First-Out ObligationsPriority Lien Obligations has occurred, to enter into any First-Out Priority Lien Document evidencing replacement First-Out Obligations so long as the a Priority Lien Debt which incurrence thereof is not prohibited by any Priority Lien the applicable Secured Debt Documents, and to designate such obligations Funded Debt as First-Out Obligations Priority Lien Debt in accordance with Section 3.8(b). At any time from and after the date of such designation pursuant to Section 3.8(b), subject to compliance with Sections 3.8(c) (the “Reference Date”), the obligations under such First-Out Priority Lien Document shall automatically and without further action be treated as First-Out Obligations Priority Lien Debt for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the Parity Lien Obligations shall be at all times subordinated and junior to such Priority Liens Obligations pursuant to the terms of this Agreement, including with respect to Parity Lien Obligations that were incurred or outstanding on or prior to the Reference Date.

Additional Secured Debt. (a) The Collateral Trustee will, as collateral trustee hereunder, perform its undertakings set forth in Section 3.1(a) this Agreement with respect to any First Lien Obligations constituting a Series of First Lien Funded Debt that is issued or incurred after the date hereof or any First-Out Obligations constituting Additional Collateral Bonds and/or related obligations under First-Out Documents, as applicable, provided after the date hereof; provided thatif: (i) such First Lien Obligations are Funded Debt is identified as Junior Lien Debt or First Lien Debt or such First-Out Obligations are identified as an Additional Collateral Bond and/or related obligations under First-Out Documents in accordance with the procedures set forth in Section 3.8(b3.08(b); and (ii) unless such debt or bond Funded Debt is issued under an existing Priority Lien Secured Debt Document for any Series of First Lien Secured Debt whose First Lien Secured Debt Representative is already party to this Agreement or under an existing Collateral Bond with respect to which the First-Out Representative is already a party to this Agreement, the designated Priority, the designated First Lien Secured Debt Representative identified pursuant to Section 3.8(b3.08(b) signs a Collateral Trust Joinder and promptly delivers the same to the Collateral Trustee. Notwithstanding the foregoing, (x) the incurrence of revolving credit obligations under commitments that have previously been designated as Secured Debt, (y) the issuance of letters of credit and incurrence of reimbursement obligations in respect thereof or in respect of Cash Management Obligations or obligations under Swap Agreements under or in connection with commitments that have previously been designated as Secured Debt; and (z) the issuance of additional Notes under the Indenture shall automatically constitute Secured Debt and shall not require compliance with the procedures set forth in Section 3.08(b). (b) The Company Borrower will be permitted to designate as an additional holder of First Lien Secured Debt or First-Out Obligations hereunder each Person who is, or who becomes, the registered holder of First Lien any Funded Debt or First-Out Obligations, as applicable, that is incurred by the Company Borrower or any other Grantor after the date of this Agreement in accordance with the terms of all applicable Priority Lien Secured Debt Documents. The Company Borrower may only effect such designation by delivering to the Collateral Trustee an Additional Secured Debt Designation that: (i) states that the Company Borrower or such other applicable Grantor intends to incur additional First Lien Secured Debt (“Additional First Lien Debt”) or an Additional Collateral Bond and/or related obligations under First-Out Documents (any Additional First Lien Debt or Additional Collateral Bond and/or related obligations under First-Out Documents, “Additional Secured Debt”) that is which will either be (as specified in such Additional Secured Debt Designation) (A) First Lien Debt not prohibited by each applicable Priority Lien any Secured Debt Document to be incurred and to be secured with by a Priority First Lien equally and ratably with all previously existing and future Priority First Lien Debt or (B) Junior Lien Debt not prohibited by any Secured Debt Document to be incurred and secured with a Junior Lien equally and ratably with all previously existing and future Junior Lien Debt, but subject to the prior payment rights of the holders of all First-Out Obligations and certain other Priority Lien Obligations as set forth in Section 3.4(a); (ii) specifies the name, name and address and contact information of the Priority Lien Secured Debt Representative for such series of Additional Secured Debt for purposes of Section 7.67.08 of this Agreement; (iii) states that the Company or applicable Borrower and each other Grantor has duly authorized, executed (if applicable) and recorded (or caused to be recorded), or agreed to record (or agreed to cause to be recorded), ) in each appropriate governmental office all relevant filings and recordations deemed necessary by Company or the Grantors and the holder of such Additional Secured Debt, or its Priority Lien Representative, to ensure that the Additional Secured Debt will be is secured by the Collateral in accordance with the Priority Lien Security Documents; (iv) attaches as Exhibit 1 to such Additional Secured Debt Designation a Reaffirmation Agreement in substantially the form attached as Exhibit 1 to Exhibit A of this Agreement, in each case to the extent and as required which Reaffirmation Agreement has been duly executed by the Priority Lien Security DocumentsBorrower and each other Grantor; and (ivv) states that the Company Borrower has caused a copy of the Additional Secured Debt Designation and the related Collateral Trust Joinder to be delivered to each then existing Priority Lien Representative and that, as applicable, such Additional First Lien Secured Debt shall constitute First Lien Debt for the purposes of this Agreement or such Additional Collateral Bond and/or related obligations under First-Out Documents shall constitute First-Out Obligations for the purposes of this AgreementRepresentative. Although the Company Borrower shall be required to deliver a copy of each Additional Secured Debt Designation and each Collateral Trust Joinder to each then existing Priority Lien Secured Debt Representative, the failure to so deliver a copy of the Additional Secured Debt Designation and/or Collateral Trust Joinder to any then existing Priority Lien Secured Debt Representative shall not affect the status of such debt as Additional Secured Debt, Debt if the other requirements of this Section 3.8 3.08 are complied with. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow Company the Borrower or any other Grantor to incur additional secured Indebtedness unless permitted Funded Debt or Liens if prohibited by the terms of all applicable Priority Lien Documents. Liens upon the Collateral to secure Additional Secured Debt, shall be created pursuant to the Security Documents that create Liens upon the Collateral to secure the other Priority Lien Obligations; provided that, to the extent required by applicable law, such Liens upon the Collateral to secure Additional any Secured Debt may be created pursuant to separate Security Documents, which shall be in substantially the same form as the applicable Security Documents creating the Liens upon the Collateral to secure the other Priority Lien Obligations. Except in respect of Mined Land Under Permit and Other Credit Support, Additional Secured Debt shall not be secured by Liens upon any property of the Grantors unless the other Priority Lien Obligations are also secured by Liens on such property. Additional Secured Debt may be guaranteed by all of the applicable Guarantors, but shall not be guaranteed by any Person that is not a GuarantorDocument. (c) With respect to any Priority Lien Obligations constituting Additional Secured Debt that is issued or incurred after the date hereof, the Company Borrower and each of the other Grantors agrees to take such actions (if any) as necessary and as may from time to time reasonably be necessary or as may be requested by the Collateral Trustee, any Priority First Lien Debt Representative, any Junior Lien Debt Representative or any Controlling Priority Lien RepresentativeAct of Required Secured Parties, and enter into such technical amendments, modifications and/or supplements to the then existing Guarantees and Security Documents (or execute and deliver such additional Security Documents) as necessary ), including, without limitation, the execution of an amendment to any vessel mortgage forming part of the Security Documents and its recordation with any applicable vessel registry, as may from time to time be reasonably necessary or requested by such Persons (including as contemplated by clause (d) below)Persons, to ensure that the Additional Secured Debt, as applicable, Debt is secured by, and entitled to the benefits of, the relevant Security Documents, and each Priority Lien Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Collateral Trustee to enter into, any such technical amendments, modifications and/or supplements (and additional Security Documents). The Company Borrower and each other Grantor hereby further agrees agree that, if there are any recording, filing filing, documentary stamp tax or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.8(c3.08(c), all such amounts shall be paid by, and shall be for the account of, the Company Borrower and the respective other Grantors, on a joint and several basis. (d) [reserved]. (e) The Company Borrower shall have the right, right at any time on or after the occurrence of the Discharge of First-Out Obligations, First Lien Obligations has occurred to enter into any First-Out First Lien Document evidencing replacement First-Out Obligations so long as First Lien Debt the incurrence thereof of which is not prohibited by any Priority Lien Documents, the applicable Secured Debt Documents and to designate such obligations Funded Debt as First-Out Obligations First Lien Debt in accordance with Section 3.8(b3.08(b). At any time from and after the date of such designation pursuant to Section 3.8(b3.08(b) (the “Reference Date”), subject to compliance with Sections 3.8(cSection 3.08(c), the obligations under such First-Out First Lien Document shall automatically and without further action be treated as First-Out Obligations First Lien Debt for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the Junior Lien Obligations shall be at all times subordinated and junior to such First Liens Obligations pursuant to the terms of this Agreement, including with respect to Junior Lien Obligations that were incurred or outstanding on or prior to the Reference Date.

Additional Secured Debt. (a) The Collateral Trustee will, as collateral trustee hereunder, perform its undertakings set forth in Section 3.1(a3.l(a) with respect to any First Lien each holder of Secured Obligations constituting of a Series of First Lien Secured Debt that is issued or incurred after the date hereof or any First-Out Obligations constituting Additional Collateral Bonds and/or related obligations under First-Out Documents, as applicable, provided after the date hereof; provided that: (i1) such First Lien holds Secured Obligations that are identified as First Parity Lien Debt or such First-Out Obligations are identified as an Additional Collateral Bond and/or related obligations under First-Out Documents Priority Lien Debt in accordance with the procedures set forth in Section 3.8(b); and; (ii2) unless such debt or bond is issued under an existing Priority Lien Document for any Series of First Lien signs, through its designated Secured Debt whose First Lien Representative is already party to this Agreement or under an existing Collateral Bond with respect to which the First-Out Representative is already a party to this Agreement, the designated Priority, the designated First Lien Representative identified pursuant to Section 3.8(b) signs ), a Collateral Trust Joinder Joinder; and (3) delivers a Lien Sharing and promptly delivers the same to the Collateral TrusteePriority Confirmation. (b) The Company Borrower or other applicable Pledgor will be permitted to designate as an additional holder of First Lien Debt or First-Out Secured Obligations hereunder each Person who is, or who becomes, the registered holder of First Parity Lien Debt or First-Out Obligations, as applicable, the registered holder of Priority Lien Debt incurred by the Company Borrower or any such other Grantor Pledgor after the date of this Agreement in accordance with the me terms of all applicable Priority Lien Secured Debt Documents. The Company Borrower or other applicable Pledgor may only effect such designation by delivering to the Collateral Trustee an Additional Trustee, with copies to each previously identified Secured Debt Designation thatRepresentative, each of the following: (i1) states that an Officers’ Certificate stating that; (A) the Company Borrower or such other applicable Grantor Pledgor intends to incur additional First Lien Secured Debt (“Additional First Lien Debt”) or an Additional Collateral Bond and/or related obligations under First-Out Documents (any Additional First Lien Debt or Additional Collateral Bond and/or related obligations under First-Out Documents, “Additional Secured Debt”) that is not prohibited which will either be (i) Priority Lien Debt permitted by each applicable Priority Lien Secured Debt Document to be incurred and to be secured with by a Priority Lien equally and ratably with all previously existing and future Priority Lien Debt, but subject or (ii) Parity Lien Debt permitted by each applicable Secured Debt Document to the prior payment rights of the holders of be secured with a Parity Lien equally and ratably with all First-Out Obligations previously existing and certain other Priority future Parity Lien Obligations as set forth in Section 3.4(a)Debt; (ii2) specifies the name, address and contact information of the Priority Lien Representative for such series of Additional Secured Debt for purposes of Section 7.6; (iii) states evidence that the Company Borrower or applicable Grantor such other Pledgor has duly authorized, executed (if applicable) and recorded (or caused to be recorded), or agreed to record (or agreed to cause to be recorded), ) in each appropriate governmental office all relevant filings and recordations deemed necessary by Company or the Grantors and the holder of such Additional Secured Debt, or its Priority Lien Representative, to ensure that the Additional Secured Debt will be is secured by the Collateral in accordance with the Priority Lien Security Documents, in each case to the extent and as required by the Priority Lien Security Documents; and (iv3) states that a written notice specifying the Company has caused a copy name and address of the Secured Debt Representative for such series of Additional Secured Debt Designation and the related Collateral Trust Joinder to be delivered to each then existing Priority Lien Representative and that, as applicable, such Additional First Lien Debt shall constitute First Lien Debt for the purposes of this Agreement or such Additional Collateral Bond and/or related obligations under First-Out Documents shall constitute First-Out Obligations for the purposes of this Agreement. Although the Company shall be required to deliver a copy of each Additional Secured Debt Designation and each Collateral Trust Joinder to each then existing Priority Lien Representative, the failure to so deliver a copy of the Additional Secured Debt Designation and/or Collateral Trust Joinder to any then existing Priority Lien Representative shall not affect the status of such debt as Additional Secured Debt, if the other requirements of this Section 3.8 are complied with8.7. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow Company the Borrower or any other Grantor Pledgor to incur additional secured Indebtedness unless otherwise permitted by the terms of all applicable Priority Lien Documents. Liens upon the Collateral to secure Additional Secured Debt, shall be created pursuant to the Security Documents that create Liens upon the Collateral to secure the other Priority Lien Obligations; provided that, to the extent required by applicable law, such Liens upon the Collateral to secure Additional Secured Debt may be created pursuant to separate Security Documents, which shall be in substantially the same form as the applicable Security Documents creating the Liens upon the Collateral to secure the other Priority Lien Obligations. Except in respect of Mined Land Under Permit and Other Credit Support, Additional Secured Debt shall not be secured by Liens upon any property of the Grantors unless the other Priority Lien Obligations are also secured by Liens on such property. Additional Secured Debt may be guaranteed by all of the applicable Guarantors, but shall not be guaranteed by any Person that is not a Guarantor. (c) With respect to any Priority Lien Obligations constituting Additional Secured Debt that is issued or incurred after the date hereof, the Company and each of the other Grantors agrees to take such actions (if any) as necessary and as may from time to time reasonably be requested by the Collateral Trustee, any Priority Lien Representative or any Controlling Priority Lien Representative, and enter into such technical amendments, modifications and/or supplements to the then existing Guarantees and Security Documents (or execute and deliver such additional Security Documents) as necessary and as may from time to time be reasonably requested by such Persons (including as contemplated by clause (d) below), to ensure that the Additional Secured Debt, as applicable, is secured by, and entitled to the benefits of, the Security Documents, and each Priority Lien Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Collateral Trustee to enter into, any such technical amendments, modifications and/or supplements (and additional Security Documents). The Company and each other Grantor hereby further agrees that, if there are any recording, filing or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.8(c), all such amounts shall be paid by, and shall be for the account of, the Company and the respective other Grantors, on a joint and several basis. (d) The Company shall have the right, at any time on or after the occurrence of the Discharge of First-Out Obligations, to enter into any First-Out Document evidencing replacement First-Out Obligations so long as the incurrence thereof is not prohibited by any Priority Lien Documents, and to designate such obligations as First-Out Obligations in accordance with Section 3.8(b). At any time from and after the date of such designation pursuant to Section 3.8(b), subject to compliance with Sections 3.8(c), the obligations under such First-Out Document shall automatically and without further action be treated as First-Out Obligations for all purposes of this Agreement.

Additional Secured Debt. (a) The Collateral Trustee Agent will, as collateral trustee Collateral Agent hereunder, perform its undertakings set forth in Section 3.1(a) this Agreement with respect to any First Lien Obligations constituting a Series of First Lien Funded Debt that is issued or incurred after the date hereof or any First-Out Obligations constituting Additional Collateral Bonds and/or related obligations under First-Out Documents, as applicable, provided after the date hereof; provided thatif: (i) such First Lien Obligations are Funded Debt is identified as Junior Lien Debt or First Lien Debt or such First-Out Obligations are identified as an Additional Collateral Bond and/or related obligations under First-Out Documents in accordance with the procedures set forth in Section 3.8(b3.08(b); and (ii) unless such debt or bond Funded Debt is issued under an existing Priority Lien Secured Debt Document for any Series of First Lien Secured Debt whose First Lien Secured Debt Representative is already party to this Agreement or under an existing Collateral Bond with respect to which the First-Out Representative is already a party to this Agreement, the designated Priority, the designated First Lien Secured Debt Representative identified pursuant to Section 3.8(b3.08(b) signs a Collateral Trust an Intercreditor Joinder and promptly delivers the same to the Collateral TrusteeAgent. Notwithstanding the foregoing, (x) the incurrence of revolving credit obligations under commitments that have previously been designated as Secured Debt, (y) the issuance of letters of credit and incurrence of reimbursement obligations in respect thereof or in respect of Cash Management Obligations or obligations under Swap Agreements under or in connection with commitments that have previously been designated as Secured Debt; and (z) the issuance of additional Notes under the Indenture shall automatically constitute Secured Debt and shall not require compliance with the procedures set forth in Section 3.08(b). (b) The Company will be permitted to designate as an additional holder of First Lien Secured Debt or First-Out Obligations hereunder each Person who is, or who becomes, the registered holder of First Lien any Funded Debt or First-Out Obligations, as applicable, that is incurred by the Company or any other Grantor after the date of this Agreement in accordance with the terms of all applicable Priority Lien Secured Debt Documents. The Company may only effect such designation by delivering to the Collateral Trustee Agent an Additional Secured Debt Designation that: (i) states that the Company or such other applicable Grantor intends to incur additional First Lien Secured Debt (“Additional First Lien Debt”) or an Additional Collateral Bond and/or related obligations under First-Out Documents (any Additional First Lien Debt or Additional Collateral Bond and/or related obligations under First-Out Documents, “Additional Secured Debt”) that is which will either be (as specified in such Additional Secured Debt Designation) (A) First Lien Debt not prohibited by each applicable Priority Lien any Secured Debt Document to be incurred and to be secured with by a Priority First Lien equally and ratably with all previously existing and future Priority First Lien Debt or (B) Junior Lien Debt not prohibited by any Secured Debt Document to be incurred and secured with a Junior Lien equally and ratably with all previously existing and future Junior Lien Debt, but subject to the prior payment rights of the holders of all First-Out Obligations and certain other Priority Lien Obligations as set forth in Section 3.4(a); (ii) specifies the name, name and address and contact information of the Priority Lien Secured Debt Representative for such series of Additional Secured Debt for purposes of Section 7.67.08 of this Agreement; (iii) states that the Company or applicable and each other Grantor has duly authorized, executed (if applicable) and recorded (or caused to be recorded), or agreed to record (or agreed to cause to be recorded), ) in each appropriate governmental office all relevant filings and recordations deemed necessary by Company or the Grantors and the holder of such Additional Secured Debt, or its Priority Lien Representative, to ensure that the Additional Secured Debt will be is secured by the Collateral in accordance with the Priority Lien Security Documents; (iv) attaches as Exhibit 1 to such Additional Secured Debt Designation a Reaffirmation Agreement in substantially the form attached as Exhibit 1 to Exhibit A of this Agreement, in each case to the extent and as required which Reaffirmation Agreement has been duly executed by the Priority Lien Security DocumentsCompany and each other Grantor; and (ivv) states that the Company has caused a copy of the Additional Secured Debt Designation and the related Collateral Trust Intercreditor Joinder to be delivered to each then existing Priority Lien Representative and that, as applicable, such Additional First Lien Secured Debt shall constitute First Lien Debt for the purposes of this Agreement or such Additional Collateral Bond and/or related obligations under First-Out Documents shall constitute First-Out Obligations for the purposes of this AgreementRepresentative. Although the Company shall be required to deliver a copy of each Additional Secured Debt Designation and each Collateral Trust Intercreditor Joinder to each then existing Priority Lien Secured Debt Representative, the failure to so deliver a copy of the Additional Secured Debt Designation and/or Collateral Trust Intercreditor Joinder to any then existing Priority Lien Secured Debt Representative shall not affect the status of such debt as Additional Secured Debt, Debt if the other requirements of this Section 3.8 3.08 are complied with. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow the Company or any other Grantor to incur additional secured Indebtedness unless permitted Funded Debt or Liens if prohibited by the terms of all applicable Priority Lien Documents. Liens upon the Collateral to secure Additional Secured Debt, shall be created pursuant to the Security Documents that create Liens upon the Collateral to secure the other Priority Lien Obligations; provided that, to the extent required by applicable law, such Liens upon the Collateral to secure Additional any Secured Debt may be created pursuant to separate Security Documents, which shall be in substantially the same form as the applicable Security Documents creating the Liens upon the Collateral to secure the other Priority Lien Obligations. Except in respect of Mined Land Under Permit and Other Credit Support, Additional Secured Debt shall not be secured by Liens upon any property of the Grantors unless the other Priority Lien Obligations are also secured by Liens on such property. Additional Secured Debt may be guaranteed by all of the applicable Guarantors, but shall not be guaranteed by any Person that is not a GuarantorDocument. (c) With respect to any Priority Lien Obligations constituting Additional Secured Debt that is issued or incurred after the date hereof, the Company and each of the other Grantors agrees to take such actions (if any) as necessary and as may from time to time reasonably be necessary or as may be requested by the Collateral TrusteeAgent, any Priority First Lien Debt Representative, any Junior Lien Debt Representative or any Controlling Priority Lien RepresentativeAct of Required Secured Parties, and enter into such technical amendments, modifications and/or supplements to the then existing Guarantees and Security Documents (or execute and deliver such additional Security Documents) as necessary ), including, without limitation, the execution of an amendment to any vessel mortgage forming part of the Security Documents and its recordation with any applicable vessel registry, as may from time to time be reasonably necessary or requested by such Persons (including as contemplated by clause (d) below)Persons, to ensure that the Additional Secured Debt, as applicable, Debt is secured by, and entitled to the benefits of, the relevant Security Documents, and each Priority Lien Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Collateral Trustee Agent to enter into, any such technical amendments, modifications and/or supplements (and additional Security Documents). The Company and each other Grantor hereby further agrees agree that, if there are any recording, filing filing, documentary stamp tax or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.8(c3.08(c), all such amounts shall be paid by, and shall be for the account of, the Company and the respective other Grantors, on a joint and several basis. (d) [reserved]. (e) The Company shall have the right, right at any time on or after the occurrence of the Discharge of First-Out Obligations, First Lien Obligations has occurred to enter into any First-Out First Lien Document evidencing replacement First-Out Obligations so long as First Lien Debt the incurrence thereof of which is not prohibited by any Priority Lien Documents, the applicable Secured Debt Documents and to designate such obligations Funded Debt as First-Out Obligations First Lien Debt in accordance with Section 3.8(b3.08(b). At any time from and after the date of such designation pursuant to Section 3.8(b3.08(b) (the “Reference Date”), subject to compliance with Sections 3.8(cSection 3.08(c), the obligations under such First-Out First Lien Document shall automatically and without further action be treated as First-Out Obligations First Lien Debt for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the Junior Lien Obligations shall be at all times subordinated and junior to such First Liens Obligations pursuant to the terms of this Agreement, including with respect to Junior Lien Obligations that were incurred or outstanding on or prior to the Reference Date.

Additional Secured Debt. (a) The Collateral Trustee will, as collateral trustee hereunder, perform its undertakings set forth in Section 3.1(a) this Agreement with respect to any First Lien Obligations constituting a Series of First Lien Secured Debt that is issued or incurred after the date hereof or any First-Out Obligations constituting Additional Collateral Bonds and/or related obligations under First-Out Documents, as applicable, provided after the date hereof; provided that: (i) such First Lien Obligations are identified as First Lien Debt or such First-Out Obligations are identified as an Additional Collateral Bond and/or related obligations under First-Out Documents in accordance with the procedures set forth in Section 3.8(b); and (ii) unless such debt or bond is issued under an existing Priority Lien Document for any Series of First Lien Debt whose First Lien Representative is already party to this Agreement or under an existing Collateral Bond with respect to which the First-Out Representative is already a party to this Agreement, if the designated Priority, the designated First Lien Secured Debt Representative identified pursuant to this Section 3.8(b) 3.8 signs a Collateral Trust Agreement Joinder and promptly delivers the same to the Collateral Trustee; provided that, if such Funded Debt is issued under an existing Secured Debt Document for any Series of Secured Debt whose Secured Debt Representative is already party to this Agreement, no such Collateral Trust Agreement Joinder shall be a condition to the performance by the Collateral Trustee of its undertakings set forth in this Agreement with respect to such Funded Debt. (b) The Company Issuer will be permitted to designate as an additional holder of First Lien Secured Debt or First-Out Obligations hereunder each Person who is, or who becomes, the registered holder of First Lien any Funded Debt or First-Out Obligations, as applicable, that is incurred by the Company or any other Grantor after the date of this Agreement in accordance with the terms of all the applicable Priority Lien Secured Debt Documents. The Company Issuer may only effect such designation by delivering to the Collateral Trustee an Additional Secured Debt Designation that: (i1) states that the Company or other applicable such Grantor intends to incur additional First Lien Funded Debt (“Additional First Lien Debt”) or an Additional Collateral Bond and/or related obligations under First-Out Documents (any Additional First Lien Debt or Additional Collateral Bond and/or related obligations under First-Out Documents, “Additional Secured Debt”) that is which will be Secured Debt not prohibited by each applicable Priority Lien any Secured Debt Document to be incurred and to be secured with by a Priority Lien equally and ratably with all previously existing and future Priority Lien Secured Debt, but subject to the prior payment rights of the holders of all First-Out Obligations and certain other Priority Lien Obligations as set forth in Section 3.4(a); (ii2) specifies the name, name and address and contact information of the Priority Lien Secured Debt Representative (or, in the case of any Additional Secured Debt of which there is a single holder, such holder) for such series of Additional Secured Debt for purposes of this Agreement including Section 7.6; (iii3) states that the Company or applicable such Grantor has and any other Grantors party thereto have duly authorized, authorized and executed (if applicable) and recorded (or caused to be recorded), or agreed to record (or agreed to cause to be recorded), in each appropriate governmental office all relevant filings and recordations deemed necessary by Company or the Grantors and the holder of such Additional Secured Debt, or its Priority Lien Representative, to ensure that the Additional Secured Debt will be is secured by the Collateral in accordance with the Priority Lien Security Documents, in each case to the extent and as required by the Priority Lien Security Documents; and (iv4) states that attaches as Exhibit 1 to such Additional Secured Debt Designation a Reaffirmation Agreement in substantially the Company form attached as Exhibit 1 to Exhibit A of this Agreement, which Reaffirmation Agreement has caused been duly executed by each Grantor. The Issuer shall deliver a copy of the Additional Secured Debt Designation and the related Collateral Trust Joinder to be delivered to each then existing Priority Lien Representative and that, as applicable, such Additional First Lien Debt shall constitute First Lien Debt for the purposes of this Agreement or such Additional Collateral Bond and/or related obligations under First-Out Documents shall constitute First-Out Obligations for the purposes of this Agreement. Although the Company shall be required to deliver a copy of each Additional Secured Debt Designation and each Collateral Trust Joinder to each then existing Priority Lien Secured Debt Representative, ; provided that the failure to do so deliver a copy of the Additional Secured Debt Designation and/or Collateral Trust Joinder to any then existing Priority Lien Representative shall not affect the status of such debt as Additional Secured Debt, Debt if the other requirements of this Section 3.8 are complied with. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow Company or any other Grantor to incur additional secured Indebtedness unless permitted Funded Debt or Liens if prohibited by the terms of all applicable Priority Lien any Secured Debt Documents. Liens upon Notwithstanding the Collateral to secure Additional foregoing, (x) the incurrence of revolving credit obligations under commitments that have previously been designated as Secured Debt, shall be created pursuant to (y) the Security Documents issuance of letters of credit and incurrence of reimbursement obligations in respect thereof under commitments that create Liens upon have previously been designated as Secured Debt and (z) the Collateral to secure the other Priority Lien Obligations; provided that, to the extent required by applicable law, such Liens upon the Collateral to secure incurrence of any incremental facilities under any Credit Facility that constitutes Additional Secured Debt may be created pursuant to separate Security Documentsshall, which shall be in substantially the same form as the applicable Security Documents creating the Liens upon the Collateral to secure the other Priority Lien Obligations. Except in respect of Mined Land Under Permit and Other Credit Supporteach case, Additional automatically constitute Secured Debt and shall not be secured by Liens upon any property of require compliance with the Grantors unless the other Priority Lien Obligations are also secured by Liens on such property. Additional Secured Debt may be guaranteed by all of the applicable Guarantors, but shall not be guaranteed by any Person that is not a Guarantorprocedures set forth in Section 3.8(a) and this Section 3.8(b). (c) With respect to any Priority Lien Obligations constituting Additional Secured Debt that is issued or incurred after the date hereof, the Company and each of the other Grantors Grantor agrees to take such actions (if any) as necessary and or as otherwise may from time to time reasonably be requested by the Collateral Trustee, any Priority Lien Representative Trustee or any Controlling Priority Lien Representative, Secured Debt Representative and enter into such technical amendments, modifications and/or supplements to the then existing Guarantees and Security Documents (or execute and deliver such additional Security Documents) as necessary and as may from time to time be reasonably requested by such Persons (including as contemplated by clause (d) below), to ensure that the Additional Secured Debt, as applicable, Debt is secured by, and entitled to the benefits of, the relevant Security Documents, and each Priority Lien Secured Party (by its acceptance of the benefits hereofhereof and the execution of this Agreement) hereby agrees to, and authorizes the Collateral Trustee to enter into, any such technical amendments, modifications and/or supplements (and additional Security Documents). The Company and each other Each Grantor hereby further agrees that, if there are any recording, filing or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.8(c) or Section 3.8(d), all such amounts shall be paid by, and shall be for the account of, the Company and the respective other Grantors, on a joint and several basis. (d) The Company Without limitation of the foregoing, each Grantor agrees to take the following actions with respect to any real property Collateral with respect to all Additional Secured Debt (it being understood that any such actions may be taken following the incurrence of any such Additional Secured Debt on a post-closing basis if permitted by the Secured Debt Representative for such Additional Secured Debt or the requisite percentage or number of holders of such Additional Secured Debt at the time outstanding as provided for in the applicable Secured Debt Documents): (1) each applicable Grantor shall have enter into, and deliver to the rightCollateral Trustee amendments to the Mortgages (each, a “Mortgage Amendment”) or new mortgages, deeds of trust or similar instruments (only to the extent such new mortgage, deed of trust or other instrument would be required to effect such Mortgage modifications) with regard to each real property located in the United States of America required to be subject to a mortgage, deed of trust or similar instrument(each such instrument a “Mortgage,” and each such property a “Mortgaged Property”) under the Secured Debt Documents, with such changes as may be required to account for local law matters, at any the time on of such incurrence, in proper form for recording in all applicable jurisdictions, in form and substance substantially similar to comparable Mortgages delivered to the Exchange Credit Facility Agent under the Exchange Credit Agreement, and each applicable Grantor is jointly and severally liable to pay all filing and recording fees and taxes, documentary stamp taxes, mortgage taxes and other taxes, charges and fees, if any, necessary for filing or after recording in the occurrence recording office of each jurisdiction where such real property to be encumbered thereby is situated; (2) each applicable Grantor will cause to be delivered a local counsel opinion (subject to customary assumptions and qualifications) with respect to each such Mortgaged Property substantially similar to the comparable opinions provided under the Exchange Credit Agreement; and (3) each applicable Grantor will cause a title company to deliver to the Collateral Trustee for the benefit of the Discharge Collateral Trustee and the ratable benefit of First-Out Obligationsthe other Secured Parties an endorsement to each title insurance policy for all real property Collateral then in effect, date down(s) or other evidence of title (which may include new title insurance policies), in form and substance reasonably satisfactory to enter into any First-Out Document the Exchange Credit Facility Agent under the Exchange Credit Agreement, in each case insuring or evidencing replacement First-Out Obligations so long the priority of the Liens of the applicable Mortgages, as the incurrence thereof is not prohibited amended by any Priority Mortgage Amendment as security for the Secured Obligations with no intervening liens or encumbrances which take priority over the Lien Documents, and to designate such obligations as First-Out Obligations in accordance with Section 3.8(b). At any time from and after of the date of such designation pursuant to Section 3.8(bapplicable Mortgage(s), subject other than with respect to compliance with Sections 3.8(c), the obligations under such First-Out Document shall automatically and without further action be treated as First-Out Obligations for all purposes of this AgreementLiens permitted by each Security Document.

Additional Secured Debt. (a) The Collateral Trustee will, as collateral trustee hereunder, perform its undertakings set forth in Section 3.1(a) with respect to any First Lien each holder of Secured Obligations constituting of a Series of First Lien Secured Debt that is issued or incurred after the date hereof or any First-Out Obligations constituting Additional Collateral Bonds and/or related obligations under First-Out Documents, as applicable, provided after the date hereof; provided that: (i1) such First Lien holds Secured Obligations that are identified as First Junior Lien Debt or such First-Out Obligations are identified as an Additional Collateral Bond and/or related obligations under First-Out Documents Parity Secured Debt in accordance with the procedures set forth in Section 3.8(b); and (ii2) unless such debt or bond is issued under an existing Priority Lien Document for any Series of First Lien signs, through its designated Secured Debt whose First Lien Representative is already party to this Agreement or under an existing Collateral Bond with respect to which the First-Out Representative is already a party to this Agreement, the designated Priority, the designated First Lien Representative identified pursuant to Section 3.8(b) signs ), a Collateral Trust Joinder and promptly delivers the same to the Collateral Trustee. (b) The Company will be permitted to designate as an additional holder of First Lien Debt or First-Out Secured Obligations hereunder each Person who is, or who becomes, the registered holder of First Junior Lien Debt or First-Out Obligations, as applicable, the registered holder of Parity Secured Debt incurred by the Company or any other Grantor Pledgor after the date of this Agreement in accordance with the terms of all applicable Priority Lien Secured Debt Documents. The Company may only effect such designation by delivering to the Collateral Trustee Trustee, on or before the date such Obligations are incurred, an Additional Secured Debt Designation stating that: (i1) states that the Company or such other applicable Grantor Pledgor intends to incur additional First Lien Secured Debt (“Additional First Lien Debt”) or an Additional Collateral Bond and/or related obligations under First-Out Documents (any Additional First Lien Debt or Additional Collateral Bond and/or related obligations under First-Out Documents, “Additional Secured Debt”) that is not prohibited which will either be (i) Parity Secured Debt permitted by each applicable Priority Lien Secured Debt Document to be incurred secured by a Parity Lien Equally and to be secured with a Priority Lien equally and ratably Ratably with all previously existing and future Priority Parity Secured Debt or (ii) Junior Lien Debt permitted by each applicable Secured Debt Document to be secured with a Junior Lien Equally and Ratably with all previously existing and future Junior Lien Debt, but subject to the prior payment rights of the holders of all First-Out Obligations and certain other Priority Lien Obligations as set forth in Section 3.4(a); (ii2) specifies specifying the name, name and address and contact information of the Priority Lien Secured Debt Representative for such series of Additional Secured Debt for purposes of Section 7.67.7; (iii3) states that the Company or applicable Grantor and each other Pledgor has duly authorized, executed (if applicable) and recorded (or caused to be recorded), or agreed to record (or agreed to cause to be recorded), ) in each appropriate governmental office all relevant filings and recordations deemed necessary by Company or the Grantors and the holder of such Additional Secured Debt, or its Priority Lien Representative, to ensure that the Additional Secured Debt will be is secured by the Collateral in accordance with the Priority Lien Security Documents, in each case to the extent and as required by the Priority Lien Security Documents; and (iv4) states that the Company has caused a copy of the Additional Secured Debt Designation and the related Collateral Trust Joinder to be delivered to each then existing Priority Lien Representative and that, as applicable, such Additional First Lien Secured Debt shall constitute First Lien Debt for the purposes of this Agreement or such Additional Collateral Bond and/or related obligations under First-Out Documents shall constitute First-Out Obligations for the purposes of this AgreementRepresentative. Although the Company shall be required to deliver a copy of each Additional Secured Debt Designation and each Collateral Trust Joinder to each then existing Priority Lien Secured Debt Representative, the failure to so deliver a copy of the Additional Secured Debt Designation and/or Collateral Trust Joinder to any then existing Priority Lien Secured Debt Representative shall not affect the status of such debt as Additional Secured Debt, Debt if the other requirements of this Section 3.8 are complied with. Each of the Collateral Trustee and the other then existing Secured Debt Representative shall have the right to request that the Company provide a legal opinion of counsel as to the Additional Secured Debt being secured by a valid and perfected security interest; provided, however, that such legal opinion or opinions need not address any collateral of a type or located in a jurisdiction not previously covered by any legal opinion delivered by or on behalf of the Company. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow the Company or any other Grantor Pledgor to incur additional secured Indebtedness unless otherwise permitted by the terms of all applicable Priority Lien Documents. Liens upon the Collateral to secure Additional Secured Debt, shall be created pursuant to the Security Documents that create Liens upon the Collateral to secure the other Priority Lien Obligations; provided that, to the extent required by applicable law, such Liens upon the Collateral to secure Additional Secured Debt may be created pursuant to separate Security Documents, which shall be in substantially the same form as the applicable Security Documents creating the Liens upon the Collateral to secure the other Priority Lien Obligations. Except in respect of Mined Land Under Permit and Other Credit Support, Additional Secured Debt shall not be secured by Liens upon any property of the Grantors unless the other Priority Lien Obligations are also secured by Liens on such property. Additional Secured Debt may be guaranteed by all of the applicable Guarantors, but shall not be guaranteed by any Person that is not a Guarantor. (c) With respect to any Priority Lien Obligations constituting Additional Secured Debt that is issued or incurred after the date hereof, the Company and each of the other Grantors agrees to take such actions (if any) as necessary and as may from time to time reasonably be requested by the Collateral Trustee, any Priority Lien Representative or any Controlling Priority Lien Representative, and enter into such technical amendments, modifications and/or supplements to the then existing Guarantees and Security Documents (or execute and deliver such additional Security Documents) as necessary and as may from time to time be reasonably requested by such Persons (including as contemplated by clause (d) below), to ensure that the Additional Secured Debt, as applicable, is secured by, and entitled to the benefits of, the Security Documents, and each Priority Lien Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Collateral Trustee to enter into, any such technical amendments, modifications and/or supplements (and additional Security Documents). The Company and each other Grantor hereby further agrees that, if there are any recording, filing or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.8(c), all such amounts shall be paid by, and shall be for the account of, the Company and the respective other Grantors, on a joint and several basis. (d) The Company shall have the right, at any time on or after the occurrence of the Discharge of First-Out Obligations, to enter into any First-Out Document evidencing replacement First-Out Obligations so long as the incurrence thereof is not prohibited by any Priority Lien Documents, and to designate such obligations as First-Out Obligations in accordance with Section 3.8(b). At any time from and after the date of such designation pursuant to Section 3.8(b), subject to compliance with Sections 3.8(c), the obligations under such First-Out Document shall automatically and without further action be treated as First-Out Obligations for all purposes of this Agreement.