Common use of Collateral and Security Documents Clause in Contracts

Collateral and Security Documents. The due and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the Holders, pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject to the provisions of this Indenture, to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressed.

Collateral and Security Documents. The due (a) On and punctual payment of after the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on a Payment Issue Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations. . (b) The Trustee, the Collateral Agent and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust Liens created under the Security Documents as agent for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents. . (c) Each Holder, by accepting a NoteNotes, consents and agrees (subject to Section 4.11) to the terms of the Intercreditor Agreements and the other Security Documents (including the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) ), as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee and/or the Collateral Agent to enter into the Security Documents and, subject to the provisions of this Indenture, and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Holdings and the Issuer shall take any and deliver to the Trustee (if it is not itself then the Collateral Agent), promptly upon request, copies of all actions reasonably required to cause documents constituting the Security Documents or delivered to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under Collateral Agent pursuant to the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions of the Security Documents, to assure and confirm to the Indenture Trustee and the Collateral Agent the security interests interest in and a lien on the Collateral collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. Without limiting the foregoing, Holdings and therein expressedthe Issuer shall take, and shall cause Restricted Guarantors (or other Restricted Subsidiaries as contemplated by Section 4.12(b)) to take, any and all actions required to cause the Security Documents to create and maintain, as security for the Secured Obligations, a valid and enforceable perfected security interest in and Lien on all of their respective title, rights and interest in, to and under assets that are of the type and kind constituting Collateral (including any After-Pledged Property or Springing Lien Collateral required to become Collateral pursuant to Section 4.18) (subject to the terms of the Intercreditor Agreements), in favor of the Collateral Agent for the benefit of the Secured Parties.

Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and payment of all other Obligations of the Issuer and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Noteholder Collateral Agent under this Indenture, the Notes Notes, the Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a (i) first-priority Liens and security interest interests on the Notes Collateral, subject to Permitted Liens and (ii) second-priority Liens and security interests in the Collateral ABL Collateral, subject to the first-priority Liens and security interests securing Obligations, Swap Obligations and Banking Services Obligations, incurred under the ABL Facilities or in respect of Swap Obligations and Banking Services Obligations with lenders (or their Affiliates) under the ABL Facilities up to the Maximum ABL Debt Amount and Permitted Liens, in each case as provided in the Security DocumentsDocuments which the Issuer and the Guarantors, which define as the terms of case may be, have entered into as reasonably requested by the Liens that secure Noteholder Collateral Agent hereafter delivered as required or permitted by this Indenture, the Secured ObligationsCollateral Documents and the Intercreditor Agreement. The Trustee and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Noteholder Collateral Agent holds the Collateral in trust for the benefit of the HoldersNoteholder Secured Parties, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Trustee Noteholder Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith; provided, however, that if any of the provisions of the Security Documents limit, qualify or conflict with the duties imposed by the provisions of the TIA, the TIA shall control. The Issuer shall take any and deliver to the Noteholder Collateral Agent copies of all actions reasonably required documents pursuant to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 12.01, to assure and confirm to the Indenture Trustee Noteholder Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Issuer shall, and therein expressedshall cause the Subsidiaries of the Issuer to, use its commercially reasonable efforts to take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations, a valid and enforceable, except as enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity), perfected Lien and security interest (subject to Permitted Liens) in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Noteholder Collateral Agent for the benefit of the Secured Parties, in each case subject to and in accordance with the terms of the Security Documents.

Collateral and Security Documents. (a) The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other Obligations of the Issuer and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes Notes, the Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations, subject to the terms of the Intercreditor Agreement. The Trustee and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Trustee Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith; provided, however, that if any of the provisions of the Security Documents limit, qualify or conflict with the duties imposed by the provisions of the TIA, the TIA shall control. The Issuer shall take any and deliver to the Collateral Agent copies of all actions reasonably required documents pursuant to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 10.01, to assure and confirm to the Indenture Trustee Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Issuer shall, and therein expressedshall cause the Subsidiaries of the Issuer to, use its commercially reasonable efforts to take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Collateral Agent for the benefit of the Secured Parties. (b) Notwithstanding the foregoing, (i) the Capital Stock and other securities of the Subsidiaries of the Issuer that are owned by the Issuer or any Guarantor will constitute Notes Collateral only to the extent that such Capital Stock and other securities can secure the Notes without Rule 3-10 or Rule 3-16 of Regulation S X under the Securities Act (“Rule 3-10” and “Rule 3-16,” respectively) (or any other law, rule or regulation) requiring separate financial statements of such Subsidiary to be filed with the Commission (or any other governmental agency);

Collateral and Security Documents. The (a) To secure the due and punctual payment of the principal of, premium and interest on obligations of the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee Company under this IndentureIndenture and the Securities, the Notes Grantor, the Trustee and the other Collateral Agent have entered into the Security Documents, Documents to create the security interests and all other amounts in respect of related matters. The Trustee and the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in Company hereby acknowledge and agree that the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee Agent holds the Collateral in trust for the equal and ratable benefit of the Holders, Holders and the Trustee and the other parties secured under the Security Documents pursuant to the terms of the Security Documents. . (b) Each Holder, by accepting a NoteSecurity, consents authorizes the Collateral Agent to execute and deliver the Security Documents, agrees (subject to Section 4.11) to all of the terms and provisions of the Security Documents (including the provisions providing for the possessionDocuments, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms pursuant to the provisions of the Security Documents and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject to the provisions of this Indenture, Collateral Agent to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause under the Security Documents to create in accordance therewith; provided, however, that if any provisions of the Security Documents limit, qualify or conflict with the duties imposed by the provisions of the TIA, the TIA will control. (c) As set forth in and maintain at all timesgoverned by the Security Documents, the Collateral as now or hereafter constituted shall be held for the equal and ratable benefit of the Secured Parties (as defined in the Security Agreement) without preference, priority or distinction of any thereof over any other by reason of difference in time of issuance, sale or otherwise, as security for the Secured Obligations of (as defined in the Issuer hereunderSecurity Agreement). As among the Holders, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee Collateral shall be held for the equal and ratable benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take without preference, priority or distinction of any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressedthereof over any other.

Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes Securities when and as the same shall be due and payable, whether on a an Payment Date, at the Maturity DateStated Maturity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes Securities and performance of all other Guaranteed Obligations of the Issuer and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes Securities, the Intercreditor Agreements and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Guaranteed Obligations, subject to the terms of the Intercreditor Agreements (if any). The Trustee and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Notes Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreements. Each Holder, by accepting a NoteSecurity, appoints U.S. Bank National Association as Collateral Agent and consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Notes Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject and the Intercreditor Agreements and to bind the Holders to the provisions of this Indenture, terms thereof and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take deliver to the Trustee (if it is not then also appointed and serving as Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01, to assure and confirm to the Trustee and the Collateral Agent the Liens on the Notes Collateral contemplated hereby, by the Security Documents or by any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein expressed. The Issuer shall take, and shall cause the Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected Lien on all of the CollateralNotes Collateral (subject to the terms of the Security Documents and the Intercreditor Agreements), in favor of the Indenture Trustee Collateral Agent for the benefit of the Trustee and the Holders under the Security Documents. The Issuer hereby covenant (A) Notwithstanding anything to perform and observe its obligations under the contrary in this Indenture or any other Security Document, in no event shall the Collateral Agent be responsible for, or have any duty or obligation with respect to, the recording, filing, registering, perfection, protection or maintenance of the security interests or other Liens intended to be created by this Indenture or the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in filing or continuation of any UCC financing or continuation statements or similar documents or instruments), nor shall the Collateral Agent be responsible for, and the Collateral Agent makes no representation regarding, the validity, effectiveness or priority of any of the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time or other Liens intended to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressedbe created thereby.

Collateral and Security Documents. The (a) To secure the due and punctual payment of the principal of, premium obligations of the Issuers and interest on the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee Company under this IndentureIndenture and the Securities, the Notes Issuers, the Company, the Trustee and the other Collateral Agent have entered into the Security DocumentsDocuments to create the security interests and related matters. The Trustee, the Issuers and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in Company hereby acknowledge and agree that the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee Agent holds the Collateral in trust for the benefit of the Holders, Holders and the Trustee and the other parties secured under the Security Documents pursuant to the terms of the Security Documents. . (b) Each Holder, by accepting a NoteSecurity, consents and agrees (subject to Section 4.11) to all of the terms and provisions of the Security Documents (including the provisions providing for the possessionDocuments, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms pursuant to the provisions of the Security Documents and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject to the provisions of this Indenture, Collateral Agent to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause under the Security Documents to create and maintain at all timesin accordance therewith; provided, as security for the Secured Obligations however, that if any provisions of the Issuer hereunderSecurity Documents limit, a valid and enforceable perfected Lien on all qualify or conflict with the duties imposed by the provisions of the CollateralTIA, the TIA will control. (c) As more fully set forth in, and subject to the provisions of, the Security Documents, the Holders, and the Trustee on behalf of such Holders, have rights in and to the Collateral which are equal and ratable with the rights that may be created in favor of the Indenture Trustee creditors under the Bank Credit Facility and prior to the rights that may be created in favor of the holders of the Debentures. (d) As set forth in and governed by the Security Documents, the Collateral as now or hereafter constituted shall be held for the benefit of the Holders under Secured Creditors (as defined in the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under with the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants preference, priority or distinction set forth in the Security Documents and in this Article 9) required to cause Documents. As among the Security Documents to create and maintainHolders, as security the Collateral shall be held for the Secured Obligations contained in this Indenture, the Notes equal and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor ratable benefit of the Indenture TrusteeHolders without preference, superior to and prior to the rights priority or distinction of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressedany thereof over any other.

Collateral and Security Documents. The (a) To secure the due and punctual payment of the principal of, premium premium, if any and interest on the Notes by the Company when and as the same shall be due and payable, payable (whether on a an Interest Payment Date, at the Maturity DateStated Maturity, or by acceleration, repurchasecall for redemption, redemption upon a Change of Control Offer or an Offer with respect to an Asset Sale or otherwise, ) and interest on the overdue principal of, premium and interest on (to the extent permitted by law) on, the Notes and performance of all other obligations of the Company and the Guarantors to the Holders of the Notes, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes Notes, the Guarantees, and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a each of the Company, the Guarantors and the Trustee will enter into the Security Documents to create the security interest in interests with respect to the Collateral. The Trustee, the Collateral as provided in Agent, the Security Documents, which define Guarantors and the terms of the Liens that secure the Secured Obligations. The Issuer Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust for the benefit of the HoldersHolders of the Notes, the Collateral Agent and the Trustee pursuant to the terms of the Security Documents. . (b) Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to all of the terms and provisions of the Security Documents (including including, without limitation, to the extent permitted by the TIA, to the extent the TIA is applicable to the Notes, and applicable law, the provisions therein providing for foreclosure and release of Collateral and the possession, use, release waivers of certain rights and foreclosure of Collateralremedies) as the same may be in effect or may be amended from time to time in accordance with their respective the terms thereof and this Indenturehereof, and authorizes and directs the Indenture Trustee to enter into the Security Documents andTrustee, subject to the provisions of this Indenturein its capacity as Collateral Agent, to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause under the Security Documents to create and maintain at all timesin accordance therewith; provided, as security for the Secured Obligations however, that if any provisions of the Issuer hereunderSecurity Documents limit, a valid and enforceable perfected Lien on all qualify or conflict with the duties imposed by the provisions of the CollateralTIA, the TIA will control, to the extent the Indenture has been qualified under the TIA. (c) As more fully set forth in, and subject to the provisions of, the Security Documents, the Holders, and the Trustee and the Collateral Agent on behalf of such Holders, will have rights in and to the Collateral that are subject to the rights that have been or may be created in favor of the Indenture Trustee holders of other Indebtedness and obligations of the Company under the Intercreditor Agreement. (d) As among the Holders, the Collateral shall be held for the equal and ratable benefit of the Holders under without preference, priority or distinction of any thereof over any other. (e) With respect to the Security Documents. The Issuer hereby covenant Trustee acting as Collateral Agent, the Trustee (Ai) shall not be deemed to perform and observe have breached any duty as Trustee to the Holders as a result of the performance of its obligations under duties as Collateral Agent to the extent it acts in compliance with the Security Documents and (Bii) take shall not be liable to the Holders for any and all commercially reasonable actions (including without limitation the covenants set forth such action or inaction in the Security Documents absence of its own gross negligence or willful misconduct. The rights and in interests created under this Article 9) required Indenture shall be subject to cause the terms of the Security Documents to create Documents. (f) The Company and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall Guarantor will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be required by the provisions of the Security DocumentsDocuments to which it is a party, to assure and confirm to the Indenture Trustee Trustee, in its capacity as Collateral Agent, the security interests in Liens on the Collateral contemplated hereby and by the Security DocumentsDocuments to which it is a party, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes and each Guarantee secured herebythereby, as applicable, according to the intent and purpose purposes herein and therein expressed. The Company will take all actions required pursuant to the Security Documents (subject to the Intercreditor Agreement) to create valid, enforceable and perfected (to the extent required therein) Liens in and on all the Collateral in favor of the Collateral Agent for the benefit of the Trustee and for the equal and ratable benefit of the Holders of the Notes. Each Guarantor will, and the Company will cause each Guarantor to, take any and all actions required pursuant to the Security Documents (subject to the Intercreditor Agreement) to cause the Liens created pursuant to the Security Documents to which it is a party to create and maintain for its obligations under each Guarantee and the Security Document related thereto, valid and enforceable, perfected (to the extent required therein), Liens in favor of the Collateral Agent for the benefit of the Trustee and for the equal and ratable benefit of the Holders of the Notes. Neither the Company nor any of the Guarantors will be permitted to take any action or knowingly or negligently omit to take any action, which action or omission might or would have the result of materially impairing the Liens with respect to the Collateral for the benefit of the Trustee and the Holders of the Notes.

Collateral and Security Documents. The due From and after the Issue Date, the punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payabledue, whether on a Payment Dateat Stated Maturity, at the Maturity Date, or by acceleration, repurchase, redemption acceleration or otherwise, and interest on of all monetary obligations of the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee Company under this Indenture, the Notes and the other Note Security Documents, and all other amounts in respect whether for principal of or premium, if any, or interest on the Secured Obligations according to the terms hereunder Notes, fees, expenses, indemnification or thereunderotherwise, shall be secured by a security interest in the Collateral as provided in the Note Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Note Collateral Agent holds the Collateral in trust for the benefit of the HoldersSecured Parties, in each case pursuant and subject to the terms of the Note Security Documents. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Note Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and this Indenture, in each case as the same may be in effect or may be amended amended, supplemented, waived or otherwise modified from time to time in accordance with their respective terms and this Indentureterms, and authorizes and directs the Indenture Trustee Note Collateral Agent to enter into the Note Security Documents and, subject to the provisions of this Indenture, and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any Pursuant and all actions reasonably required subject to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations terms of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Note Security Documents, valid from and enforceableafter the Issue Date, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior Company shall deliver to the rights Note Collateral Agent copies of all third Persons, documents and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 1201, to reasonably assure and confirm to the Indenture Trustee Note Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Note Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. From and therein expressedafter the Issue Date, the Company shall use commercially reasonable efforts to take any and all actions reasonably necessary or required to cause the Note Security Documents to create and maintain, as security for the Secured Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral in favor of the Note Collateral Agent for the benefit of the Secured Parties, as and to the extent contemplated by the Note Security Documents, including making all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) or recordings and taking all other similar actions as are reasonably necessary or required by the Note Security Documents or that the Note Collateral Agent may reasonably request (to the extent required under the Note Security Documents) in order to maintain and perfect (at the sole cost and expense of the Company) the security interest and liens created by the Note Security Documents in the Collateral as a perfected security interest, in each case other than with respect to any Collateral the lien or security interest in or on which is not required to be maintained or perfected under the Note Security Documents. The Company shall continue to have the right to possess and control their property and assets constituting Collateral and exercise all rights with respect thereto, subject to the terms of the Note Security Documents. Notwithstanding the foregoing, the Company will not be required to take any action in any Foreign Jurisdiction, or required by the laws of any such Foreign Jurisdiction, or to enter into any security agreement or pledge agreement governed by the laws of any such Foreign Jurisdiction, in order to create any security interests (or other Liens) in Collateral located or titled in such Foreign Jurisdiction, or in order to perfect any security interests (or other Liens) in any such Collateral, other than in each case Collateral consisting of the Ambac Note Proceeds Collateral Account if the Ambac Note Proceeds Collateral Account is located in a Foreign Jurisdiction.

Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes Securities and any related fees contemplated by this Indenture when and as the same shall be due and payable, whether on a an Payment Date, at the Maturity DateStated Maturity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes Securities and any related fees contemplated by this Indenture and performance of all other Guaranteed Obligations of the Issuer and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes Securities and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Guaranteed Obligations. The Trustee and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents. Each Holder, by accepting a NoteSecurity, appoints U.S. Bank National Association as Collateral Agent and consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject and to bind the Holders to the provisions of this Indenture, terms thereof and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take deliver to the Trustee (if it is not then also appointed and serving as Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01, to assure and confirm to the Trustee and the Collateral Agent the Liens on the Collateral contemplated hereby, by the Security Documents or by any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein expressed. The Issuer shall take, and shall cause the Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected Lien on all of the CollateralCollateral (subject to the terms of the Security Documents), in favor of the Indenture Trustee Collateral Agent for the benefit of the Trustee and the Holders under the Security Documents. The Issuer hereby covenant (A) Notwithstanding anything to perform and observe its obligations under the contrary in this Indenture or any Security Document, in no event shall the Collateral Agent be responsible for, or have any duty or obligation with respect to, the recording, filing, registering, perfection, protection or maintenance of the security interests or other Liens intended to be created by this Indenture or the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in filing or continuation of any Uniform Commercial Code financing or continuation statements or similar documents or instruments), nor shall the Collateral Agent be responsible for, and the Collateral Agent makes no representation regarding, the validity, effectiveness or priority of any of the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time or other Liens intended to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressedbe created thereby.

Collateral and Security Documents. The (a) To secure the due and punctual payment of the principal of, premium of and interest on the Notes Debentures by the Company when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption acceleration or otherwise, and interest on the overdue principal of, premium of and interest (to the extent permitted by law), on the Notes Debentures and performance of all other obligations of the Company to the Holders of the Debentures, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes Debentures and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in Company will enter into the Security Documents, which define to create the terms of security interests with respect to the Liens that secure the Secured ObligationsCollateral. The Issuer Trustee, the Collateral Agent and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust for the benefit of the HoldersHolders and the Trustee, among others, pursuant to the terms of the Security Documents. . (b) Each Holder, by accepting a NoteDebenture, consents and agrees (subject to Section 4.11) to all of the terms and provisions of the Security Documents (including including, without limitation, the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective the terms thereof and this Indenturehereof, and authorizes and directs the Indenture Trustee Collateral Agent, to enter into perform their respective obligations and exercise their respective rights under the Security Documents andin accordance therewith. (c) As more fully set forth in, and subject to the provisions of, the Security Documents, the Holders, and the Trustee and the Collateral Agent on behalf of this Indenturesuch Holders, will have rights in and to perform its the Collateral that are subject to the rights that have been or may be created in favor of the holders of other Indebtedness and obligations of the Company (d) As among the Holders, the Collateral shall be held for the equal and exercise its rights thereunder in accordance herewith ratable benefit of the Holders without preference, priority or distinction of any thereof over any other. (e) The Company will do or cause to be done all such acts and therewith. The Issuer shall take any and all actions reasonably things as may be necessary or proper, or as may be required to cause by the provisions of the Security Documents to create which it is a party, to assure and maintain at all timesconfirm to the Collateral Agent, as security for the Secured Obligations of Liens on the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under Collateral contemplated by the Security Documents to which it is a party, as from time to time constituted, so as to render the same available for the security and (B) take benefit of this Indenture and of the Debentures, according to the intent and purposes herein and therein expressed. The Company will take, as required by applicable law, any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in of the Company under this Indenture, the Notes Debentures and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or and therein) security interests Liens in and on all the Collateral, Collateral in favor of the Indenture Trustee, superior to Collateral Agent for the benefit of the Trustee and prior to for the rights equal and ratable benefit of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or thereinthe Holders of the Debentures. The Issuer shall do or Company shall, as promptly as practicable, cause to be doneexecuted and delivered, at its sole cost filed and expense, recorded all such actions instruments and do all acts and other things as may be necessary, or as may be required by law to perfect, maintain and protect the provisions of Liens under the applicable Security Documents, Documents to confirm which it is party (except as otherwise expressly provided herein and therein) to the Indenture Trustee the security interests in the Collateral extent contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressed.

Collateral and Security Documents. The due and punctual payment of the principal of, premium (if any) and interest on the Notes when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and (to the extent permitted by law) interest on the Notes and performance of all other obligations of the Issuers, the Subsidiary Guarantors and Absaloka to the Holders Holders, the Trustee or the Indenture Trustee Note Collateral Agent under this Indenture, the Notes Notes, the Intercreditor Agreement (if any) and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral Note Liens on the Collateral, subject to Permitted Liens and the exclusion of Excluded Property, as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the Holders, pursuant may be subject to the terms of the Security DocumentsIntercreditor Agreement (if any). Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and, if applicable, the Intercreditor Agreement (subject to Section 9.01(b), Section 9.02(a) and Section 10.09) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Trustee Note Collateral Agent to enter into the Security Documents and, (including mortgages and deeds of trusts for the Real Property identified in the Security Documents) and the Intercreditor Agreement (subject to the provisions of this Indenture, Section 10.09) and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take ; provided, however, that if any and all actions reasonably required to cause of the provisions of the Security Documents to create and maintain at all timeslimit, as security for qualify or conflict with the Secured Obligations duties imposed by the provisions of the Issuer hereunderTrust Indenture Act incorporated herein, a valid the Trust Indenture Act shall control. The Issuers shall, and enforceable perfected Lien on shall cause the Subsidiary Guarantors and Absaloka to, deliver to the Note Collateral Agent copies of all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under documents pursuant to the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 10.01, to assure and confirm to the Indenture Trustee Note Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Issuers shall, and therein expressedshall cause the Subsidiary Guarantors and Absaloka to, take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations under the Notes, a valid and enforceable, except as enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity), perfected Lien and security interest (subject to Permitted Liens) in and on all of the Collateral (subject to the terms of the Intercreditor Agreement (if any)), in favor of the Note Collateral Agent for the benefit of the Holders, in each case subject to and in accordance with the terms of the Security Documents.

Collateral and Security Documents. The due and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payabledue, whether on a Payment Dateat Stated Maturity, at the Maturity Date, or by acceleration, repurchase, redemption acceleration or otherwise, of all monetary obligations of the Company and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee any Note Guarantor under this Indenture, the Notes and the other Note Security Documents, and all other amounts in respect whether for principal of or interest on the Secured Obligations according to the terms hereunder Notes, expenses, indemnification or thereunderotherwise, shall be secured by a security interest in the Collateral as provided in the Note Security Documents, which define the terms of the Liens that secure the Secured Obligations, subject to the terms of the Intercreditor Agreements. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Note Collateral Agent holds the Collateral in trust for the benefit of the HoldersSecured Parties, in each case pursuant and subject to the terms of the Note Security DocumentsDocuments and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Note Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) ), this Indenture and the Intercreditor Agreements, in each case as the same may be in effect or may be amended amended, supplemented, waived or otherwise modified from time to time in accordance with their respective terms and this Indentureterms, and authorizes and directs the Indenture Trustee Note Collateral Agent to enter into the Note Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any Pursuant and all actions reasonably required subject to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations terms of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Note Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this IndentureIntercreditor Agreements, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior Company shall deliver to the rights Note Collateral Agent copies of all third Persons, documents and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 1501, to reasonably assure and confirm to the Indenture Trustee Note Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Note Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. Holdings shall, and the Company shall, and shall cause each of the Subsidiary Guarantors to, use commercially reasonable efforts to take any and all actions reasonably required to cause the Note Security Documents to create and maintain, as security for the Secured Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral in favor of the Note Collateral Agent for the benefit of the Secured Parties, as and to the extent contemplated by the Note Security Documents and subject to the terms of the Intercreditor Agreements, including making all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) or recordings and taking all other similar actions as are reasonably necessary or required by the Note Security Documents or that the Note Collateral Agent may reasonably request (to the extent required under the Note Security Documents) in order to maintain and perfect (at the sole cost and expense of the Company and the Note Guarantors) the security interest and liens created by the Note Security Documents in the Collateral as a perfected security interest, in each case other than with respect to any Collateral the lien or security interest in or on which is not required to be maintained or perfected under the Note Security Documents, and subject to Liens permitted under this Indenture, including Permitted Liens and other Liens permitted by Section 413. For the avoidance of doubt, if any Note Guarantor shall not so maintain the security interest and liens created by the Note Security Documents as a perfected security interest as described therein (in the case of the Collateral Agreement, as described in subsection 4.2.2, 4.3.4 or 4.3.5 thereof, as applicable) notwithstanding its use of commercially reasonable efforts, such failure shall not (by reason of the use of commercially reasonable efforts) be deemed to be in accordance with the terms of this Indenture or any of the Note Security Documents for purpose herein of subclause (i) of the first parenthetical in clause (xii) of Section 601. The Company and therein expressedthe Note Guarantors shall continue to have the right to possess and control their property and assets constituting Collateral and exercise all rights with respect thereto, subject to the terms of the Note Security Documents. Notwithstanding the foregoing, if Holdings, the Company and the Subsidiary Guarantors are unable to complete on or prior to the Issue Date all filings, recordings and other similar actions required in connection with the perfection of such liens and security interests, the Company and the Note Guarantors shall use their commercially reasonable efforts to complete such actions as soon as reasonably practicable (but no later than 180 days) after such date. Notwithstanding the foregoing, Holdings, the Company and the Subsidiary Guarantors will not be required to (x) take any action in any jurisdiction other than the United States of America, or required by the laws of any such jurisdiction, in order to create any security interests (or other Liens) in assets located or titled outside of the United States of America or to perfect any security interests (or other Liens) in any Collateral, (y) deliver control agreements with respect to, or confer perfection by “control” over, any deposit accounts, bank or securities account or other Collateral, except, in the case of Collateral that constitutes Capital Stock or intercompany notes in certificated form, delivering such Capital Stock or intercompany notes (in the case of intercompany notes, limited to any such note with a principal amount in excess of $3.0 million) to the Note Collateral Agent (or another Person as required under the Intercreditor Agreements) or (z) deliver landlord lien waivers, estoppels or collateral access letters. The Collateral shall not at any time include any Excluded Assets. Without limiting the foregoing, the Collateral shall not include any Capital Stock and other securities of a Subsidiary to the extent that the pledge of or grant of any other Lien on such Capital Stock and other securities results in the Company being required to file separate financial statements of such Subsidiary with the SEC (or any other governmental authority) pursuant to either Rule 3-10 or 3-16 of Regulation S-X under the Securities Act, or any other law, rule or regulation as in effect from time to time, but only to the extent necessary to not be subject to such requirement.

Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Final Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other Guaranteed Obligations of the Issuer and the Guarantors to the Holders or the Indenture Trustee under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Guaranteed Obligations. The Issuer Obligors hereby acknowledges acknowledge and agrees agree that the Indenture Trustee holds the Collateral in trust for the benefit of the Holders, pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject to the provisions of this Indenture, and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take take, and shall cause the Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressed.

Collateral and Security Documents. (a) The Company, the Guarantors and the Collateral Agent shall enter into one or more Security Documents. The due and punctual payment of the principal of, premium of and interest and premium on the Notes when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest and premium on the Notes and performance of all other Obligations of the Company and the Guarantors to the Holders or the Indenture Trustee secured parties under this Indenture, the Notes Notes, the Guarantees, and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens security interests that secure the Secured Obligations. Obligations under this Indenture, the Notes, the Guarantees and the Security Documents, subject to the terms of the Intercreditor Agreement. (b) The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust for the benefit of the Holders, Notes Secured Parties pursuant to the terms of the Security Documents. Documents and the Intercreditor Agreement. (c) Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Trustee Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take ; provided, however, that if any and all actions reasonably required to cause of the provisions of the Security Documents to create and maintain at all timeslimit, as security for qualify or conflict with the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required duties imposed by the provisions of the TIA, the duties imposed under the TIA shall control. (d) The Company shall, and shall cause each Guarantor to, and each Guarantor shall, deliver to the Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and shall, and shall cause each Guarantor to, and each Guarantor shall, do all filings (including filing of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as may be necessary or reasonably required by Section 4.19(c) to maintain, assure and confirm (at the sole cost and expense of the Company and the Guarantors) to the Indenture Trustee Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein and therein expressed.

Collateral and Security Documents. (a) The due and punctual payment obligations of the principal of, premium and interest on Company under the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee under this Indenture, the 2020 Notes and the other Indenture will benefit from (i) the Collateral set forth in Schedule 1 and (ii) property and assets that thereafter secure the obligations of the Company under the Indenture and the 2020 Notes pursuant to any Security Documents, and all other amounts in respect (b) the payment obligations of the Secured Obligations according Relevant Guarantors under their respective Guarantees and the Indenture will benefit from (i) the Collateral set forth in Schedule 1 and (ii) property and assets that thereafter secure the obligations of the Relevant Guarantors under the Indenture or any Guarantee of the Relevant Guarantors of the 2020 Notes pursuant to any Security Documents. The Company will deliver to the terms hereunder or thereunder, shall be secured by a security interest in Trustee copies of all documents delivered to the Collateral as provided in Security Agent pursuant to the Security Documents, which define and the terms Company will, and will cause each of its Subsidiaries to, do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Liens that secure Security Documents, to assure and confirm to the Secured Obligations. The Issuer hereby acknowledges and agrees Trustee that the Indenture Trustee holds the Collateral in trust Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected liens as contemplated hereby and by the Security Documents, so as to render the same available for the security and benefit of the Indenture and of the 2020 Notes secured thereby, according to the intent and purposes herein expressed. Neither the Trustee nor the Security Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any property securing the 2020 Notes and the Guarantees of the Relevant Guarantors, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the liens or Security Documents or any delay in doing so. The Security Documents and the Collateral will be administered by the Security Agent, in each case pursuant to the Intercreditor Agreement and any Additional Intercreditor Agreement for the benefit of all Holders of 2020 Notes. (b) The Security Agent shall be the joint creditor (together with the Holders) of each and every obligation of the parties hereto under the 2020 Notes and the Indenture, and that accordingly the Security Agent will have its own independent right to demand performance by the Company of those obligations, except that such demand shall only be made with the prior written notice to the Trustee and as permitted under the Intercreditor Agreement. However, any discharge of such obligation to the Security Agent, on the one hand, or to the Trustee or the Holders, as applicable, on the other hand, shall, to the same extent, discharge the corresponding obligation owing to the other. (c) The Security Agent agrees that it will hold the security interests in the Collateral created under the Security Documents to which it is a party as contemplated by the Indenture and the Intercreditor Agreement, and any and all proceeds thereof, for the benefit of, among others, the Trustee and the Holders, without limiting the Security Agent’s rights including under Section 10.2, to act in preservation of the security interest in the Collateral. The Security Agent will, subject to being indemnified or secured in accordance with the Intercreditor Agreement, take action or refrain from taking action in connection therewith only as directed by the Trustee, subject to the terms of the Intercreditor Agreement. (d) Each Holder shall be deemed (1) to have consented and agreed to the terms of the Security Documents. Each Holder, by accepting a Notethe Intercreditor Agreement and any Additional Intercreditor Agreement (including, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including without limitation, the provisions providing for foreclosure and release of the possession, use, release Collateral and foreclosure of Collateralauthorizing the Security Agent to enter into the Security Documents on its behalf) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee Security Agent to enter into the Security Documents and, subject to the provisions of this Indenture, and to perform its obligations and exercise its rights thereunder in accordance herewith therewith, (2) to have authorized the Company, the Trustee and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all timesAgent, as security for the Secured Obligations of the Issuer hereunderapplicable, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of enter into the Security Documents, any Additional Intercreditor Agreements and the Intercreditor Agreement and to confirm be bound thereby and (3) to have irrevocably appointed and authorized the Security Agent and the Trustee to give effect to the Indenture Trustee the security interests provisions in the Collateral contemplated hereby and by the Security DocumentsIntercreditor Agreement, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressed.any

Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes Securities when and as the same shall be due and payable, whether on a an Payment Date, at the Maturity DateStated Maturity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes Securities and performance of all other Guaranteed Obligations of the Issuer and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes Securities, the Intercreditor Agreements and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Guaranteed Obligations, subject to the terms of the Intercreditor Agreements. The Trustee and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Notes Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreements. Each Holder, by accepting a NoteSecurity, appoints U.S. Bank National Association as Collateral Agent and consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Notes Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject and the Intercreditor Agreements and to bind the Holders to the provisions of this Indenture, terms thereof and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take deliver to the Trustee (if it is not then also appointed and serving as Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01, to assure and confirm to the Trustee and the Collateral Agent the Liens on the Notes Collateral contemplated hereby, by the Security Documents or by any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein expressed. The Issuer shall take, and shall cause the Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected Lien on all of the CollateralNotes Collateral (subject to the terms of the Security Documents and the Intercreditor Agreements), in favor of the Indenture Trustee Collateral Agent for the benefit of the Trustee and the Holders under the Security Documents. The Issuer hereby covenant (A) Notwithstanding anything to perform and observe its obligations under the contrary in this Indenture or any Security Document, in no event shall the Collateral Agent be responsible for, or have any duty or obligation with respect to, the recording, filing, registering, perfection, protection or maintenance of the security interests or other Liens intended to be created by this Indenture or the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in filing or continuation of any Uniform Commercial Code financing or continuation statements or similar documents or instruments), nor shall the Collateral Agent be responsible for, and the Collateral Agent makes no representation regarding, the validity, effectiveness or priority of any of the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time or other Liens intended to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressedbe created thereby.

Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and payment of all other Obligations of the Issuer and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Noteholder Collateral Agent under this Indenture, the Notes Notes, the Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a (i) first-priority Liens and security interest interests on the Notes Collateral, subject to Permitted Liens and (ii) second-priority Liens and security interests in the Collateral ABL Collateral, subject to the first-priority Liens and security interests securing Obligations, Swap Obligations and Banking Services Obligations, incurred under the ABL Facilities or in respect of Swap Obligations and Banking Services Obligations with lenders (or their Affiliates) under the ABL Facilities up to the Maximum ABL Debt Amount and Permitted Liens, in each case as provided in the Security DocumentsDocuments which the Issuer and the Guarantors, which define as the terms of case may be, have entered into as reasonably requested by the Liens that secure Noteholder Collateral Agent hereafter delivered as required or permitted by this Indenture, the Secured ObligationsCollateral Documents and the Intercreditor Agreement. The Trustee and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Noteholder Collateral Agent holds the Collateral in trust for the benefit of the HoldersNoteholder Secured Parties, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Trustee Noteholder Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith; provided, however, that if any of the provisions of the Security Documents limit, qualify or conflict with the duties imposed by the provisions of the TIA (if this Indenture is qualified under the TIA), the TIA shall control. The Issuer shall take any and deliver to the Noteholder Collateral Agent copies of all actions reasonably required documents pursuant to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 12.01, to assure and confirm to the Indenture Trustee Noteholder Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Issuer shall, and therein expressedshall cause the Subsidiaries of the Issuer to, use its commercially reasonable efforts to take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations, a valid and enforceable, except as enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity), perfected Lien and security interest (subject to Permitted Liens) in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Noteholder Collateral Agent for the benefit of the Secured Parties, in each case subject to and in accordance with the terms of the Security Documents.

Collateral and Security Documents. The due (a) To secure the full and punctual payment when due and the full and punctual performance of the principal ofObligations of the Issuer and the Guarantors in respect of the Notes and the Note Guarantees, premium the Company, the Issuers, the Guarantors, the Trustee and interest the Collateral Agent shall, on the Notes when and as the same shall be due and payable, whether on a Payment Issue Date, at enter into certain Security Documents and may enter into additional Security Documents. In the Maturity event that security interests in any of the Collateral are not created as of the Issue Date, the Issuers, the Company and the Guarantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on Applicable Representative in its sole discretion). All security interests in the Collateral for the Notes and the Note Guarantees will be granted and implemented subject to the Holders or Reference Agreement Security Principles. (b) By accepting a Note, each Holder thereof will be deemed to have: (1) irrevocably appointed the Indenture Trustee Collateral Agent to act as its agent and trustee under the Security Documents and the other relevant documents to which it is a party; and (2) irrevocably authorized the Collateral Agent to (i) perform the duties and exercise the rights, powers and discretions that are specifically given to it under this Indenture, the Notes First Lien Intercreditor Agreement, any Additional Intercreditor Agreement and the Security Documents or other Security Documentsdocuments to which it is a party, together with any other incidental rights, power and discretions; and (ii) execute each document expressed to be executed by the Collateral Agent on its behalf. (c) The Trustee shall become party to the First Lien Intercreditor Agreement by executing and delivering a joinder to the First Lien Intercreditor Agreement and shall acknowledge the designation of the Obligations as “Additional Obligations” under the First Lien Intercreditor Agreement on or prior to the Issue Date, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the Holders, pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents each Holder thereof shall be deemed to have irrevocably authorized the Trustee to execute and agrees (subject deliver such joinder, appointing the Collateral Agent as agent, and perform the duties and exercise the rights, powers and discretions that are specifically given to Section 4.11) it under the First Lien Intercreditor Agreement, binding the Holders to the terms of thereof. Whether or not expressly provided therein, in acting under the First Lien Intercreditor Agreement or any other Security Documents (including Document, the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may Trustee shall be in effect or may be amended from time entitled to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject to the provisions of this Indenture, to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateralrights, in favor of privileges, immunities and indemnities granted to the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressed.

Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other Obligations of the Company and the Subsidiary Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Company’s and Subsidiary Guarantors’ Obligations, subject to the terms of the Security Agreement. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust as agent for the benefit of the Holders, Secured Parties pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended amended, supplemented or modified from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee Collateral Agent to enter into the Security Documents and, subject to the provisions of this Indenture, and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take ; provided, however, that if any and all actions reasonably required to cause of the provisions of the Security Documents to create and maintain at all timeslimit, as security for qualify or conflict with the Secured Obligations duties imposed by the provisions of the Issuer hereunderTrust Indenture Act, a valid and enforceable perfected Lien on the Trust Indenture Act shall control. The Company shall deliver to the Collateral Agent copies of all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under documents pursuant to the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 12.01, to assure and confirm to the Indenture Trustee Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Company shall, and therein expressedshall cause its Subsidiaries to, use their commercially reasonable efforts to take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Security Agreement), in favor of the Collateral Agent for the benefit of the Secured Parties. The Company shall, and shall cause its Subsidiaries to, and each such Subsidiary shall, make all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) and take all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Company and its Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest with the priority set forth in the Security Documents and subject only to Permitted Liens.

Collateral and Security Documents. The (a) To secure the due and punctual payment of the principal of, premium of and interest on the Notes by the Company when and as the same shall be due and payable, payable (whether on a an Interest Payment Date, at the Maturity DateStated Maturity, or by acceleration, repurchasecall for redemption, redemption upon a Change of Control Offer or an Offer, with respect to an Asset Sale or otherwise, ) and interest on the overdue principal of, premium and interest on (to the extent permitted by law) on, the Notes and performance of all other obligations of the Company and the Guarantors to the Holders of the Notes, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes Notes, the Guarantees, and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in each of the Collateral as provided in Company and the Guarantors will enter into the Security Documents, which define to create the terms of security interests with respect to the Collateral (except to the extent that granting such Liens that secure is precluded by the provisions or the documents evidencing Senior Secured ObligationsDebt). The Issuer Trustee, the Collateral Agent, the Guarantors and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust Trust for the benefit of the Holders, Holders of the Note and the Trustee pursuant to the terms of the Security Documents. . (b) Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to all of the terms and provisions of the Security Documents and the Intercreditor Agreement (including including, without limitation, the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective the terms thereof and this Indenturehereof, and authorizes and directs the Indenture Trustee to enter into the Security Documents andTrustee, subject to the provisions of this Indenturein its capacity as Collateral Agent, to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause under the Security Documents to create and maintain at all timesin accordance therewith; provided, as security for the Secured Obligations however, that if any provisions of the Issuer hereunderSecurity Documents limit, a valid and enforceable perfected Lien on all qualify or conflict with the duties imposed by the provisions of the CollateralTIA, the TIA will control. (c) As more fully set forth in, and subject to the provisions of, the Security Documents, the Holders, and the Trustee and the Collateral Agent on behalf of such Holders, will have rights in and to the Collateral that are subject to the rights that have been or may be created in favor of the Indenture Trustee holders of other indebtedness and obligations of the Company. (d) As among the Holders, the Collateral shall be held for the equal and ratable benefit of the Holders without preference, priority or distinction of any thereof over any other. (e) With respect to the Trustee acting as Collateral Agent, the Trustee (i) shall not be deemed to have breached its fiduciary duty as Trustee to the Holders as a result of the performance of its duties as Collateral Agent to the extent it acts in compliance with the Security Documents and the Intercreditor Agreement and (ii) shall not be liable to the Holders for any such action or inaction. The rights and interests created under this Indenture shall be subject to the terms of the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid Intercreditor Agreement. (f) The Company and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall Guarantor will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be required by the provisions of the Security DocumentsDocuments to which it is a party, to assure and confirm to the Indenture Trustee Trustee, in its capacity as Collateral Agent, the security interests in Liens on the Collateral contemplated hereby and by the Security DocumentsDocuments to which it is a party, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes and each Subsidiary Guarantee secured herebythereby, as applicable, according to the intent and purpose purposes herein and therein expressed. The Company will take all actions required pursuant to the Security Documents to be valid, enforceable and perfected (except as expressly provided therein) Liens in and on all the Collateral in favor of the Collateral Agent for the benefit of the Trustee and for the equal and ratable benefit of the Holders of the Notes. Each Guarantor will take any and all actions required pursuant to the Security Documents to cause the Liens created pursuant to the Security Documents to which it is a party to create and maintain for its obligations under each Guarantee and the Security Document related thereto, valid and enforceable, perfected (except as expressly provided therein), Liens in favor of the Collateral Agent for the benefit of the Trustee and for the equal and ratable benefit of the Holders of the Notes.

Collateral and Security Documents. The due and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payabledue, whether on a Payment Dateat Stated Maturity, at the Maturity Date, or by acceleration, repurchase, redemption acceleration or otherwise, of all monetary obligations of the Company and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee any Subsidiary Guarantor under this Indenture, the Notes and the other Note Security Documents, and all other amounts in respect whether for principal of or interest on the Secured Obligations according to the terms hereunder Notes, expenses, indemnification or thereunderotherwise, shall be secured by a security interest in the Collateral as provided in the Note Security Documents, which define the terms of the Liens that secure the Secured Obligations, subject to the terms of the Intercreditor Agreements. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Note Collateral Agent holds the Collateral in trust for the benefit of the HoldersSecured Parties, in each case pursuant and subject to the terms of the Note Security DocumentsDocuments and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Note Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) ), this Indenture and the Intercreditor Agreements, in each case as the same may be in effect or may be amended amended, supplemented, waived or otherwise modified from time to time in accordance with their respective terms and this Indentureterms, and authorizes and directs the Indenture Trustee Note Collateral Agent to enter into the Note Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any Pursuant and all actions reasonably required subject to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations terms of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Note Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this IndentureIntercreditor Agreements, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior Company shall deliver to the rights Note Collateral Agent copies of all third Persons, documents and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 1501, to reasonably assure and confirm to the Indenture Trustee Note Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Note Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Company shall, and shall cause each of the Subsidiary Guarantors to, use commercially reasonable efforts to take any and all actions reasonably required to cause the Note Security Documents to create and maintain, as security for the Secured Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral in favor of the Note Collateral Agent for the benefit of the Secured Parties, as and to the extent contemplated by the Note Security Documents and subject to the terms of the Intercreditor Agreements, including making all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) or recordings and taking all other similar actions as are reasonably necessary or required by the Note Security Documents or that the Note Collateral Agent may reasonably request (to the extent required under the Note Security Documents) in order to maintain and perfect (at the sole cost and expense of the Company and the Subsidiary Guarantors) the security interest and liens created by the Note Security Documents in the Collateral as a perfected security interest, in each case other than with respect to any Collateral the lien or security interest in or on which is not required to be maintained or perfected under the Note Security Documents, and subject to Liens permitted under this Indenture, including Permitted Liens and other Liens permitted by Section 413. For the avoidance of doubt, if any Subsidiary Guarantor shall not so maintain the security interest and liens created by the Note Security Documents as a perfected security interest as described therein (in the case of the Collateral Agreement, as described in subsection 4.2.2, 4.3.4 or 4.3.5 thereof, as applicable) notwithstanding its use of commercially reasonable efforts, such failure shall not (by reason of the use of commercially reasonable efforts) be deemed to be in accordance with the terms of this Indenture or any of the Note Security Documents for purpose herein of subclause (i) of the first parenthetical in clause (xiii) of Section 601. The Company and therein expressedthe Subsidiary Guarantors shall continue to have the right to possess and control their property and assets constituting Collateral and exercise all rights with respect thereto, subject to the terms of the Note Security Documents. Notwithstanding the foregoing, if the Company and the Subsidiary Guarantors are unable to complete on or prior to the Issue Date all filings, recordings and other similar actions required in connection with the perfection of such liens and security interests, the Company and the Subsidiary Guarantors shall use their commercially reasonable efforts to complete such actions as soon as reasonably practicable (but no later than 180 days) after such date. Notwithstanding the foregoing, the Company and the Subsidiary Guarantors will not be required to (x) take any action in any jurisdiction other than the United States of America, or required by the laws of any such jurisdiction, in order to create any security interests (or other Liens) in assets located or titled outside of the United States of America or to perfect any security interests (or other Liens) in any Collateral, (y) deliver control agreements with respect to, or confer perfection by “control” over, any deposit accounts, bank or securities account or other Collateral, except, in the case of Collateral that constitutes Capital Stock or intercompany notes in certificated form, delivering such Capital Stock or intercompany notes (in the case of intercompany notes, limited to any such note with a principal amount in excess of $3.0 million) to the Note Collateral Agent (or another Person as required under the Intercreditor Agreements) or (z) deliver landlord lien waivers, estoppels or collateral access letters. The Collateral shall not at any time include any Excluded Assets or Excluded Subsidiary Securities.

Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other Obligations of the Company and the Guarantors to the Holders or the Indenture Trustee Secured Parties under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations, subject to the terms of the Intercreditor Agreement. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust for the benefit of the Holders, Secured Parties pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Trustee Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take ; provided, however, that if any and all actions reasonably required to cause of the provisions of the Security Documents to create and maintain at all timeslimit, as security for qualify or conflict with the Secured Obligations duties imposed by the provisions of the Issuer hereunderTIA, a valid and enforceable perfected Lien on the TIA shall control. The Company shall deliver to the Collateral Agent copies of all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under documents required to be filed pursuant to the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 12.1, to assure and confirm to the Indenture Trustee Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Company shall, and therein expressedshall cause the other Grantors to, take any and all actions and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) reasonably required to cause the Security Documents to create and maintain, as security for the Obligations of the Company and the Guarantors to the Secured Parties under the Notes Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents), in favor of the Collateral Agent for the benefit of the Secured Parties subject to no Liens other than Permitted Liens.

Collateral and Security Documents. (i) The due and punctual payment obligations of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee Issuer under this Indenture, the Notes and this Indenture will benefit from the other Notes Collateral described in Schedule 1 and required to be granted under Section 4.13 (within 90 days from the Issue Date, and (ii) the payment obligations of the Guarantors under the Guarantees and this Indenture will benefit from the Guarantee Collateral described in Schedule 1 and required to be granted under Section 4.13 (within 90 days from the Issue Date). (b) The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Security Documents, and the Issuer will, and will cause each of its Subsidiaries to, do or cause to be done all other amounts in respect such acts and things as may be necessary or proper, or as may be required by the provisions of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define to assure and confirm to the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees Trustee that the Indenture Trustee holds the Collateral in trust Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected liens as contemplated hereby and by the Security Documents, so as to render the same available for the security and benefit of this Indenture and of the Notes secured thereby, according to the intent and purposes herein expressed. Neither the Trustee nor the Security Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any property securing the Notes and the Guarantees, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the liens or Security Documents or any delay in doing so. (c) The Security Documents and the Collateral will be administered by the Security Agent, in each case pursuant to the Intercreditor Agreement for the benefit of all holders of secured obligations. (d) Each of the Issuer, the Trustee and the Holders agree that the Security Agent shall be the joint creditor (together with the Holders) of each and every obligation of the parties hereto under the Notes and this Indenture, and that accordingly the Security Agent will have its own independent right to demand performance by the Issuer of those obligations, except that such demand shall only be made with the prior written notice to the Trustee and as permitted under the Intercreditor Agreement. However, any discharge of such obligation to the Security Agent, on the one hand, or to the Trustee or the Holders, as applicable, on the other hand, shall, to the same extent, discharge the corresponding obligation owing to the other. (e) The Security Agent agrees that it will hold the security interests in the Collateral created under the Security Documents to which it is a party as contemplated by this Indenture and the Intercreditor Agreement, and any and all proceeds thereof, for the benefit of, among others, the Trustee and the Holders, without limiting the Security Agent’s rights including under Section 13.02, to act in preservation of the security interest in the Collateral. The Security Agent will, subject to being indemnified or secured in accordance with the Intercreditor Agreement, take action or refrain from taking action in connection therewith only as directed by the Trustee, subject to the terms of the Security Documents. Intercreditor Agreement. (f) Each Holder, by accepting a Note, consents shall be deemed (i) to have consented and agrees (subject to Section 4.11) agreed to the terms of the Security Documents Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement entered into in compliance with Section 4.14 (including including, without limitation, the provisions providing for foreclosure and release of the possession, use, release Collateral and foreclosure of Collateralauthorizing the Security Agent to enter into the Security Documents on its behalf) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee Security Agent to enter into the Security Documents and, subject to the provisions of this Indenture, and to perform its obligations and exercise its rights thereunder in accordance herewith therewith, (ii) to have authorized the Issuer, the Trustee and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all timesAgent, as security for applicable, to enter into the Secured Obligations of Security Documents, any Additional Intercreditor Agreements and the Issuer hereunderIntercreditor Agreement and to be bound thereby and (iii) to have irrevocably appointed and authorized the Security Agent and the Trustee to give effect to the provisions in the Intercreditor Agreement, a valid any Additional Intercreditor Agreements and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe Each Holder, by accepting a Note, appoints the Security Agent as its obligations trustee under the Security Documents and (B) take any authorizes it to act on such ▇▇▇▇▇▇’s behalf, including by entering into and all commercially reasonable actions (including without limitation complying with the covenants set forth in provisions of the Intercreditor Agreement. The Security Documents Agent is hereby authorized to exercise such rights, powers and in this Article 9) required discretions as are specifically delegated to cause it by the Security Documents to create and maintain, as security for terms of the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceableincluding the power to enter into the Security Documents, perfected (except as expressly provided herein or therein) security interests in and trustee on all the Collateral, in favor behalf of the Indenture Holders and the Trustee, superior together with all rights, powers and discretions as are reasonably incidental thereto or necessary to and prior give effect to the rights trusts created thereunder. The Security Agent shall, however, at all times, subject to Section 13.04, be entitled to seek directions from the Trustee and shall be obligated to follow those directions if given; provided that, the Trustee shall not be obligated to give such directions unless directed in accordance with this Indenture. The Security Agent hereby accepts its appointment as the trustee of all third Personsthe Holders and the Trustee under the Security Documents, and its authorization to so act on such Holders’ and the Trustee’s behalf. The claims of Holders will be subject to no other Liensthe Intercreditor Agreement and any Additional Intercreditor Agreement entered into in compliance with Section 4.14. (g) Subject to Section 4.09, the Issuer is permitted to pledge the Collateral in connection with future issuances of its indebtedness or indebtedness of its Subsidiaries, including any Additional Notes, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of under this Indenture and on terms consistent with the relative priority of the Notes secured hereby, according to the intent and purpose herein and therein expressedsuch indebtedness.

Collateral and Security Documents. The due and punctual payment Notes Obligations of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee under this Indenture, the Notes Company and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, Guarantors shall be secured by a security interest in liens on the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Notes Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the Holders, pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of and otherwise be bound by the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee Collateral Agent to enter into the Security Documents and, subject to the provisions of this Indenture, and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any Company and all actions reasonably the Guarantors will, to the extent required to cause under the Security Documents and subject to create the limitations therein, do or cause to be done all things (including the filing of UCC financing statements, continuation statements and maintain at all timesamendments thereto) which are necessary to confirm that the Collateral Agent holds a Lien in the Collateral, including property that becomes Collateral after the Issue Date, subject to any prior Liens, other than Permitted Liens. From and after the Issue Date, and subject to certain limitations and exceptions described in the Security Agreement, if (i) any Subsidiary of the Company becomes a Guarantor and owns any property or rights which are Collateral or (ii) the Company or any Guarantor acquires any property or rights which are Collateral, it will be required to execute and deliver such security instruments, financing statements and such certificates as are required under this Indenture or any Security Document to vest in the Collateral Agent a Lien (subject to Permitted Liens) in such after-acquired Collateral such that the Collateral Agent would have a first priority perfected Lien (subject to Permitted Liens) upon any such Collateral, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressedObligations.

Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other obligations of the Issuer and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Noteholder Collateral Agent under this Indenture, the Notes Notes, the Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligationsobligations, subject to the terms of the Intercreditor Agreement. The Trustee and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Noteholder Collateral Agent holds the Collateral in trust for the benefit of the HoldersNoteholder Secured Parties, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Trustee Noteholder Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith; provided, however, that if any of the provisions of the Security Documents limit, qualify or conflict with the duties imposed by the provisions of the TIA, the TIA shall control. The Issuer shall take any and deliver to the Noteholder Collateral Agent copies of all actions reasonably required documents pursuant to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 10.01, to assure and confirm to the Indenture Trustee Noteholder Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Issuer shall, and therein expressedshall cause the Subsidiaries of the Issuer to, use its commercially reasonable efforts to take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Noteholder Collateral Agent for the benefit of the Secured Parties.

Collateral and Security Documents. (a) The due and punctual payment of the principal of, premium on, if any, interest and interest on Additional Amounts, if any, on, the Notes and the Guarantees when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium on, if any, interest and interest Additional Amounts, if any (to the extent permitted by law), on the Notes Notes, the Guarantees and performance of all other obligations of the Issuers and the Guarantors to #94579868v11 the Holders or the Indenture Trustee and the Security Agent under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations Guarantees according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral interests, as provided in in, and on the terms provided by, the Intercreditor Agreement, any Additional Intercreditor Agreement and the Security Documents, granted in the Collateral, which define shall include, on the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the HoldersIssue Date, pursuant subject to the terms of Agreed Security Principles, the Security Documentssecurity set forth in Schedule 1 hereto. Each Holder, by accepting its acceptance of a Note, consents and agrees (subject to Section 4.11) to the terms of the Intercreditor Agreement, any Additional Intercreditor Agreement, and the Security Documents (including the provisions providing for foreclosure and release of Liens and authorizing the possession, use, release and foreclosure of CollateralSecurity Agent to enter into any Security Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with their respective its terms and this Indenture, and authorizes and directs the Indenture Trustee Security Agent to enter into the Security Documents and, subject to the provisions of this Indenture, and to perform its obligations and exercise its rights thereunder in accordance herewith therewith and therewithin accordance with the Intercreditor Agreement and any Additional Intercreditor Agreement. The Issuer shall take Issuers will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Security Documents, and the Issuers and the Guarantors will, and the Issuers will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Security Documents, so as to render the same available for the security and benefit of this Indenture and of the Notes and the Guarantees secured thereby, according to the intent and purposes herein expressed. Subject to the Agreed Security Principles, the Intercreditor Agreement and any Additional Intercreditor Agreement, the Issuers and the Guarantors will take, any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained of the Issuers hereunder, a valid and enforceable first priority Lien in and on all the Collateral ranking in right and priority of payment as set forth in this Indenture, the Notes Intercreditor Agreement and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, any Additional Intercreditor Agreement and subject to no other LiensLiens other than as permitted by the terms of this Indenture, in the Intercreditor Agreement and any Additional Intercreditor Agreement. In acting hereunder, the Security Agent shall be entitled to seek instructions from the Trustee. (b) Each of the Issuers, the Trustee and the Holders agree that the Security Agent shall be the joint creditor (together with the Holders) of each caseand every obligation of the parties hereto under the Notes and this Indenture, and that accordingly the Security Agent will have its own independent right to demand performance by the Issuers of those obligations, except that such demand shall only be made with the prior written consent of the Trustee or as expressly otherwise permitted herein under the Intercreditor Agreement and any Additional Intercreditor Agreement. However, any discharge of such obligation to the Security Agent, on the one hand, or thereinto the Trustee or the Holders, as applicable, on the other hand, shall, to the same extent, discharge the corresponding obligation owing to the other. The Issuer #94579868v11 (c) Each Holder of a Note, by accepting such Note, shall do be deemed to have: (A) agreed to and accepted the terms and conditions of the Intercreditor Agreement or cause any Additional Intercreditor Agreement (whether then entered into or entered into in the future pursuant to ‎Section 4.14) and to be donebound thereby as a party thereto; (B) authorized and directed each of the Trustee and the Security Agent from time to time to become a party to any such Additional Intercreditor Agreement; (C) irrevocably appointed the Security Agent to act as its agent and as security agent under the Intercreditor Agreement, at its sole cost any Additional Intercreditor Agreement and expenseother relevant documents to which it is a party (including the Security Documents) and irrevocably appointed and authorized the Security Agent and the Trustee to give effect to the provisions in the Intercreditor Agreement, all any Additional Intercreditor Agreements and the Security Documents and perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Intercreditor Agreement, any Additional Intercreditor Agreement and the Security Documents securing such actions Indebtedness, together with any other incidental rights, power and things as may discretions; (D) agreed to be necessary, or as may be required bound by the provisions of the Intercreditor Agreement, any Additional Intercreditor Agreements and the Security Documents; (E) irrevocably appointed the Security Agent and the Trustee to act on its behalf to enter into and comply with the provisions of the Intercreditor Agreement, any Additional Intercreditor Agreements and the Security Documents (including the execution of, and compliance with, any amendment, extension, renewal, restatement, supplement, release or other modification or replacement expressed to be executed by the Trustee or the Security Agent on its behalf); and (F) irrevocably appointed the Security Agent and the Trustee to act on its behalf to execute, amend, waive, modify, release or provide consent under the Intercreditor Agreement, any Additional Intercreditor Agreement or any Security Document as authorized by this Indenture or by the terms of any other Notes Document. (d) The Trustee hereby acknowledges that the Security Agent is authorized to act under the Security Documents on behalf of the Trustee, with the full authority and powers of the Trustee thereunder. The Security Agent is hereby authorized to exercise such rights, powers and discretions as are specifically delegated to it by the terms of the Security Documents, including the power to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by enter into the Security Documents, as from time trustee #94579868v11 on behalf of the Holders and the Trustee, together with all rights, powers and discretions as are reasonably incidental thereto or necessary to time constituted, so as give effect to render the Collateral available trusts created thereunder. (e) The Trustee shall not be responsible for the security and benefit of this Indenture and legality, validity, effectiveness, suitability, adequacy or enforceability of the Notes secured herebySecurity Documents or any obligation or rights created or purported to be created thereby or pursuant thereto or any security or the priority thereof constituted or purported to be constituted thereby or pursuant thereto, according nor shall it be responsible or liable to any person because of any invalidity of any provision of such documents or the unenforceability thereof, whether arising from statute, law or decision of any court. The Trustee shall be under no obligation to monitor or supervise the functions of the Security Agent under the Security Documents and shall be entitled to assume that the Security Agent is properly performing its functions and obligations thereunder and the Trustee shall not be responsible for any diminution in the value of or loss occasioned to the intent and purpose herein and therein expressedassets subject thereto by reason of the act or omission by the Security Agent in relation to its functions thereunder.

Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest (including Additional Interest, if any) on the Notes when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest (including Additional Interest, if any) on the Notes and performance of all other Obligations of the Issuer and the Guarantors to the Holders or the Indenture Trustee Secured Parties under this Indenture, the Notes Notes, the Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations, subject to the terms of the Intercreditor Agreement. The Trustee and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust for the benefit of the Holders, Secured Parties pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective terms and this IndentureIndenture and the Intercreditor Agreement, authorizes and directs the Trustee to execute a joinder agreement to each of the Intercreditor Agreement and the Security Agreement and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject to the provisions of this Indenture, Collateral Agent to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take the Intercreditor Agreement in accordance therewith; provided, however, that if any and all commercially reasonable actions (including without limitation of the covenants set forth in provisions of the Security Documents and in this Article 9) required to cause limit, qualify or conflict with the Security Documents to create and maintain, as security for duties imposed by the Secured Obligations contained in this Indentureprovisions of the TIA, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or thereinTIA shall control. The Issuer shall deliver to the Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 10.01, to assure and confirm to the Indenture Trustee Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Issuer shall, and therein expressedshall cause the Subsidiaries of the Issuer to, take any and all actions and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) reasonably required to cause the Security Documents to create and maintain, as security for the Obligations of the Issuer and the Guarantors to the Secured Parties under this Indenture, the Notes, the Intercreditor Agreement and the Security Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents), in favor of the Collateral Agent for the benefit of the Secured Parties subject to no Liens other than Permitted Liens.

Collateral and Security Documents. The (a) To secure the due and punctual payment of the principal of, premium Obligations of the Company and interest on the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee Guarantors under this Indenture, the Notes Securities and the other Security Indenture Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunderCompany, shall be secured by a security interest in the Collateral as provided in Agent and the Trustee will enter into the Collateral Agency Agreement, and the Company, the Guarantors and the Collateral Agent will enter into the Security Documents, which define to create the terms of the Liens that secure the Secured Obligationssecurity interests and related matters referred to therein. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust for the benefit of the HoldersHolders and the Trustee, among others, pursuant to the terms of the Security Documents. Documents and subject to the terms of the Collateral Agency Agreement. (b) Each Holder, by accepting a NoteSecurity, consents and agrees (subject to Section 4.11) to all of the terms and provisions of the Security Documents (including and the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this IndentureCollateral Agency Agreement, and authorizes and directs the Indenture Trustee to enter into and the Security Documents and, subject to the provisions of this Indenture, Collateral Agent to perform its their respective obligations and exercise its their respective rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take the Collateral Agency Agreement in accordance therewith; provided, however, that if any and all commercially reasonable actions (including without limitation the covenants set forth in provisions of the Security Documents and in this Article 9) required to cause or the Security Documents to create and maintainCollateral Agency Agreement limit, as security for qualify or conflict with the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required duties imposed by the provisions of the Security DocumentsTIA, to confirm the TIA will control. (c) As more fully set forth in, and subject to the Indenture Trustee provisions of, the security interests in Security Documents and the Collateral contemplated hereby Agency Agreement, the Holders, and by the Security Documents, as from time Trustee on behalf of such Holders will have rights in and to time constituted, so as to render the Collateral available that are subject to the rights that have been or may be created in favor of the holders of other Debt and obligations of the Company and the Guarantors. (d) As among the Holders, the Collateral shall be held for the security equal and ratable benefit of the Holders without preference, priority or distinction of any thereof over any other. (e) With respect to Wilmington Trust Company acting as Collateral Agent, Wilmington Trust Company (i) shall not be deemed to have breached its fiduciary duty as Trustee to the Holders as a result of the performance of its duties as Collateral Agent to the extent it acts in compliance with the Collateral Agency Agreement and (ii) shall not be liable to the Holders for any such action or inaction. The rights and interests created under this Indenture and shall be subject to the terms of the Notes secured hereby, according to the intent and purpose herein and therein expressedCollateral Agency Agreement.

Collateral and Security Documents. The due and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payabledue, whether on a Payment Dateat Stated Maturity, at the Maturity Date, or by acceleration, repurchase, redemption acceleration or otherwise, of all monetary obligations of the Company and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee any Guarantor under this Indenture, the Notes and the other Note Security Documents, and all other amounts in respect whether for principal of or interest on the Secured Obligations according to the terms hereunder Notes, expenses, indemnification or thereunderotherwise, shall be secured by a security interest in the Collateral as provided in the Note Security Documents, which define the terms of the Liens that secure the Secured Obligations, subject to the terms of the Intercreditor Agreements. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Note Collateral Agent holds the Collateral in trust for the benefit of the HoldersSecured Parties, in each case pursuant and subject to the terms of the Note Security DocumentsDocuments and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Note Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) ), this Indenture and the Intercreditor Agreements, in each case as the same may be in effect or may be amended amended, supplemented, waived or otherwise modified from time to time in accordance with their respective terms and this Indentureterms, and authorizes and directs the Indenture Trustee Note Collateral Agent to enter into the Note Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any Pursuant and all actions reasonably required subject to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations terms of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Note Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this IndentureIntercreditor Agreements, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior Company shall deliver to the rights Note Collateral Agent copies of all third Persons, documents and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 1501, to reasonably assure and confirm to the Indenture Trustee Note Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Note Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Company shall, and therein expressed.shall cause each of the Guarantors to, use commercially reasonable efforts to take any and all actions reasonably necessary to cause the Note Security Documents to create and maintain, as security for the Secured Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral in favor of the Note Collateral Agent for the benefit of the Secured Parties, as and to the extent contemplated by the Note Security Documents and subject to the terms of the Intercreditor Agreements, including making all filings and recordings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) or recordings and taking all other similar actions as are reasonably necessary or required by the Note Security Documents or that the Note Collateral Agent may reasonably request (to the extent required under the Note Security Documents) in order to create, preserve, validate, maintain and perfect (at the sole cost and expense of the Company and the Guarantors) the security interest and liens created by the Note Security Documents in the Collateral as a perfected security interest, in each case other than with respect to any Collateral the lien or security interest in or on which is not required to be maintained or perfected under the Note Security Documents, and subject to Liens permitted under this Indenture, including Permitted Liens and other Liens permitted by Section 413. In addition, the Trustee and Note Collateral Agent shall have no responsibility or liability (i) in

Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest (including Additional Interest, if any) on the Notes when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other Obligations of the Company and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Note Collateral Agent under this Indenture, the Notes Notes, the Note Guarantees and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunderthereunder (the “Secured Obligations”), shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations, subject to the terms of the Intercreditor Agreement. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee or the Note Collateral Agent, as the case may be, holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents. Each Holder, by accepting a NoteSecurity, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Note Collateral Agent and, as applicable, the Trustee to enter into the Security Documents and, subject to the provisions of this Indenture, and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take ; provided, however, that if any and all actions reasonably required to cause of the provisions of the Security Documents to create and maintain at all timeslimit, as security for qualify or conflict with the Secured Obligations duties imposed by the provisions of the Issuer hereunderTIA that have been incorporated by reference in and made part of this Indenture pursuant to Section 1.03, a valid and enforceable perfected Lien on all such provisions of the Collateral, in favor TIA shall control. The Company shall deliver to the Trustee (if it is not itself then the Note Collateral Agent) copies of all documents delivered to the Indenture Trustee for the benefit of the Holders under Note Collateral Agent pursuant to the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 10.01, to assure and confirm to the Indenture Trustee and the Note Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Company shall take, and therein expressedshall cause Holdings and the Subsidiaries of the Company to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations of the Company and the Guarantors hereunder, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Note Collateral Agent for the benefit of the Trustee and the Holders under the Security Documents. Notwithstanding the foregoing, the Security Documents may be amended from time to time to add other parties holding Parity Lien Debt and (in the case of the Intercreditor Agreement) other Priority Lien Obligations, in each case to the extent permitted to be incurred under Sections 4.09 and 4.12 of this Indenture.

Collateral and Security Documents. (a) The due and punctual payment of the principal of, premium of and interest (including additional interest, if any) on the Notes when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest (including additional interest, if any) on the Notes and performance of all other Guaranteed Obligations of the Company and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Notes Collateral Agent under this Indenture, the Notes Notes, the Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Guaranteed Obligations, subject to the terms of the Intercreditor Agreement. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee or the Notes Collateral Agent, as the case may be, holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Notes Collateral Agent and, as applicable, the Trustee to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take ; provided, however, that if any and all actions reasonably required to cause of the provisions of the Security Documents to create and maintain at all timeslimit, as security for qualify or conflict with the Secured Obligations duties imposed by the provisions of the Issuer hereunderTIA, a valid and enforceable perfected Lien on the TIA shall control. The Company shall deliver to the Trustee (if it is not itself then the Notes Collateral Agent) copies of all of documents delivered to the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under Notes Collateral Agent pursuant to the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 11.01, to assure and confirm to the Indenture Trustee and the Notes Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Company shall take, and therein expressedshall cause Holdings and the Subsidiaries of the Company to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations of the Company and the Guarantors hereunder, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Notes Collateral Agent for the benefit of the Trustee, the Holders and the other Secured Parties under the Security Documents. (b) Notwithstanding the foregoing, (i) the Capital Stock and other securities of the Subsidiaries of the Company that are owned by the Company or any Subsidiary Guarantor will constitute Notes Collateral only to the extent that such Capital Stock and other securities can secure the Notes without Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act (“Rule 3-10” and “Rule 3-16,” respectively) (or any other law, rule or regulation) requiring separate financial statements of such Subsidiary to be filed with the SEC (or any other governmental agency);

Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Notes Collateral Agent under this Indenture, the Notes Notes, the Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligationsobligations, subject to the terms of the Intercreditor Agreement. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Notes Collateral Agent holds the Collateral in trust for the benefit of the HoldersNoteholder Secured Parties, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Trustee Notes Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take ; provided, however, that if any and all actions reasonably required to cause of the provisions of the Security Documents to create and maintain at all timeslimit, as security for qualify or conflict with the Secured Obligations duties imposed by the provisions of the Issuer hereunderTIA, a valid and enforceable perfected Lien on the TIA shall control. The Company shall deliver to the Notes Collateral Agent copies of all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under documents pursuant to the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 1401, to assure and confirm to the Indenture Trustee Notes Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Company shall, and therein expressedshall cause the Subsidiaries of the Company to, use its commercially reasonable efforts to take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Notes Collateral Agent for the benefit of the Noteholder Secured Parties. The Company shall, and shall cause the Subsidiaries of the Company to, and each Subsidiary shall, make all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) and take all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Company and its Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest with the priority set forth in the Intercreditor Agreement and subject only to Permitted Liens.

Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other Obligations of the Company and the Guarantors to the Holders or the Indenture Trustee Secured Parties under this Indenture, the Notes Notes, the Note Guarantees, the Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations, subject to the terms of the Intercreditor Agreement. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders, Secured Parties pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Trustee Notes Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take ; provided, however, that if any and all actions reasonably required to cause of the provisions of the Security Documents to create and maintain at all timeslimit, as security for qualify or conflict with the Secured Obligations duties imposed by the provisions of the Issuer hereunderTIA, a valid and enforceable perfected Lien on the TIA shall control. The Company shall deliver to the Notes Collateral Agent copies of all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under documents required to be filed pursuant to the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 11.01, to assure and confirm to the Indenture Trustee Notes Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Company shall, and therein expressedshall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) reasonably required to cause the Security Documents to create and maintain, as security for the Obligations of the Company and the Guarantors to the Secured Parties under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreement and the Security Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents), in favor of the Notes Collateral Agent for the benefit of the Secured Parties subject to no Liens other than Permitted Collateral Liens.

Collateral and Security Documents. The due (a) To secure the full and punctual payment when due and the full and punctual performance of the principal ofObligations of the parties hereto, premium BP I, the Issuers, the Senior Secured Note Guarantors and interest the Collateral Agent shall, on the Notes when and as the same shall be due and payable, whether on a Payment Issue Date, at enter into certain Security Documents and may enter into additional Security Documents. In the Maturity event that security interests in any of the Collateral are not created as of the Issue Date, the Issuers, BP II and the Senior Secured Note Guarantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on Applicable Representative in its sole discretion). All security interests in the Notes to Collateral for the Holders or the Indenture Trustee under this Indenture, the Senior Secured Notes and the other Senior Secured Note Guarantees will be granted and implemented subject to the Agreed Security DocumentsPrinciples. (i) Notwithstanding the foregoing, the Capital Stock and all other amounts in securities of any Restricted Subsidiary will constitute Collateral with respect to the Senior Secured Notes only to the extent that the securing of the Senior Secured Obligations according Notes with such Capital Stock and securities would not require such Senior Secured Note Guarantor to file separate financial statements with the SEC under Rule 3-16 of Regulation S-X under the Securities Act; provided, however, that the foregoing limitation will not apply to shares of Capital Stock of BP I at any time. In the event that Rule 3-16 of Regulation S-X under the Securities Act requires or is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation that would require) the filing with the SEC of separate financial statements of any Restricted Subsidiary (other than BP I) due to the terms hereunder fact that such Restricted Subsidiary’s Capital Stock and securities secure the Senior Secured Notes or thereunderany Senior Secured Note Guarantee, then the Capital Stock and securities of such Restricted Subsidiary shall automatically be secured by a security interest in deemed not to be part of the Collateral as provided in (but only to the Security Documents, which define the terms extent necessary for such Restricted Subsidiary to not be subject to such requirement to provide separate financial statements) and such excluded portion of the Liens that secure Capital Stock and securities is referred to as the Secured Obligations“Excluded Stock Collateral”. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the HoldersIn such event, pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be amended, modified or supplemented, without the consent of any Holder, to the extent necessary to release the security interests on the Excluded Stock Collateral. (ii) In the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation that would permit) any Restricted Subsidiary’s Excluded Stock Collateral to secure the Senior Secured Notes in effect or excess of the amount then pledged without the filing with the SEC of separate financial statements of such Senior Secured Note Guarantor, then the Capital Stock and securities of such Restricted Subsidiary shall automatically be deemed to be a part of the Collateral (but only to the extent possible without such Restricted Subsidiary becoming subject to any such filing requirement). In such event, the Security Documents may be amended from time or modified, without the consent of any Holder, to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee extent necessary to enter into subject to the Liens under the Security Documents andsuch additional Capital Stock and securities. (b) By accepting a Senior Secured Note, subject each Holder thereof will be deemed to have: (1) irrevocably appointed the provisions of this Indenture, Collateral Agent to perform act as its obligations agent and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations trustee under the Security Documents and the other relevant documents to which it is a party; and (B2) take irrevocably authorized the Collateral Agent to (i) perform the duties and exercise the rights, powers and discretions that are specifically given to it under this Senior Secured Notes Indenture, the 2007 UK Intercreditor Agreement, the First Lien Intercreditor Agreement, any Additional Intercreditor Agreement and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents or other documents to which it is a party, together with any other incidental rights, power and in this Article 9discretions; and (ii) required execute each document expressed to cause be executed by the Security Documents Collateral Agent on its behalf. (c) The Trustee shall become party to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes First Lien Intercreditor Agreement and the other Security Documents, valid 2007 UK Intercreditor Agreement by executing a joinder to the First Lien Intercreditor Agreement and enforceable, perfected (except as expressly provided herein an accession deed to the 2007 UK Intercreditor Agreement on or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby Issue Date and by accepting a Senior Secured Note, each Holder thereof shall be deemed to have irrevocably authorized the Security DocumentsTrustee to perform the duties and exercise the rights, as from time powers and discretions that are specifically given to time constituted, so as to render it under the Collateral available for First Lien Intercreditor Agreement and the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressed2007 UK Intercreditor Agreement.

Collateral and Security Documents. The due On and after the Issue Date, the full and punctual payment of the principal of, premium of and interest on the Notes Securities when and as the same shall be due and payabledue, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes to the Holders or the Indenture Trustee under this Indenture, the Notes Securities and the other Security Documents, payment and performance of all other amounts in respect of the Secured Second Lien Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in to the Collateral extent and as provided in the Security Documents, which define the terms of the Liens that secure the Secured Second Lien Obligations, subject to the terms, conditions and provisions of the Intercreditor Agreement. The Issuer Trustee, the Company and the Subsidiary Guarantors each hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Second Lien Collateral Agent (or its bailee or agent) holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a NoteSecurity, consents shall be deemed to: (i) consent and agrees (subject to Section 4.11) agree to the terms terms, conditions and provisions of the Security Documents and the Intercreditor Agreement (including the provisions providing for foreclosure and release of Collateral as well as the possessionsubordination of the Liens), use, release and foreclosure of Collateral) as the same may be in effect or may be amended amended, modified, supplemented or restated from time to time in accordance with their respective terms and this Indenture, and authorizes Indenture and directs the Indenture Trustee and Second Lien Collateral Agent to enter into the Security Documents andsign these documents, subject (ii) agree that it will be bound by and will take no actions contrary to the provisions of this Indenturethe Intercreditor Agreement and (iii) agree that none of the Company, the Subsidiary Guarantors, the Trustee or the Second Lien Collateral Agent shall be required hereunder or under any Security Document to perform its obligations and exercise its rights thereunder in accordance herewith and therewithtake any action inconsistent with or contrary to any provision of the Intercreditor Agreement. The Issuer Company shall take promptly deliver to the Trustee (if it is not itself then the Second Lien Collateral Agent) copies of all material documents delivered to the Second Lien Collateral Agent pursuant to the Security Documents and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01 to reasonably assure and confirm to the Trustee and the Second Lien Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein expressed. The Company shall take, and shall cause the Subsidiary Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this IndentureSecond Lien Obligations, the Notes and the other Security Documents, a valid and enforceable, enforceable perfected (except as expressly provided herein or therein) Lien and security interests interest in and on all of the CollateralCollateral (subject to the terms, conditions and provisions of the Intercreditor Agreement and the Security Documents and, with respect to the enforceability of such Lien, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law), in favor of the Indenture TrusteeSecond Lien Collateral Agent for the benefit of the Trustee and the Holders, superior second in priority to any and prior all Liens and security interests (other than Permitted Liens) at any time granted in the Collateral to secure the First Lien Obligations. The Company and the Subsidiary Guarantors will from time to time promptly pay and discharge all recording or filing fees, charges and taxes relating to the rights filing or registration of all third Persons, this Indenture and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm any amendments thereto and any other instruments of further assurance. Each year, at the time of delivery to the Indenture Trustee of the security interests annual financial statements with respect to the preceding fiscal year pursuant to Section 4.02, the Company shall deliver to the Trustee a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters, setting forth any change in the Collateral contemplated hereby and information required pursuant to the schedules required by the Security Documents, as from time to time constituted, so as to render Documents or confirming that there has been no change in such information since the Collateral available for the security and benefit of this Indenture and date of the Notes secured hereby, according to the intent and purpose herein and therein expressedprior annual financial statements.

Collateral and Security Documents. The due and punctual payment of the principal of, premium and interest on of the Notes Securities when and as the same shall be due and payable, whether on a an Payment Date, at the Maturity DateStated Maturity, or by acceleration, repurchase, redemption or otherwise, and interest on performance of all other Obligations of the overdue principal of, premium and interest on the Notes Issuer to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes Securities and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Trustee and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents. Each Holder, by accepting a NoteSecurity, appoints U.S. Bank National Association as Collateral Agent and consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject and to bind the Holders to the provisions of this Indenture, terms thereof and to perform its obligations and exercise its rights thereunder in accordance herewith therewith. The Issuer shall deliver to the Trustee (if it is not then also appointed and therewithserving as Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01, to assure and confirm to the Trustee and the Collateral Agent the Liens on the Collateral contemplated hereby, by the Security Documents or by any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein expressed. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the CollateralCollateral (subject to the terms of the Security Documents), in favor of the Indenture Trustee Collateral Agent for the benefit of the Trustee and the Holders under the Security Documents. The Issuer hereby covenant (A) Notwithstanding anything to perform and observe its obligations under the contrary in this Indenture or any Security Document, in no event shall the Collateral Agent be responsible for, or have any duty or obligation with respect to, the recording, filing, registering, perfection, protection or maintenance of the security interests or other Liens intended to be created by this Indenture or the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in filing or continuation of any Uniform Commercial Code financing or continuation statements or similar documents or instruments), nor shall the Collateral Agent be responsible for, and the Collateral Agent makes no representation regarding, the validity, effectiveness or priority of any of the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time or other Liens intended to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressedbe created thereby.

Collateral and Security Documents. (a) The due and punctual payment of the principal of, premium of and interest (including Additional Interest, if any) on the Notes when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest (including Additional Interest, if any) on the Notes and performance of all other Obligations of the Issuer and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes Notes, the Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations, subject to the terms of the Intercreditor Agreement. The Trustee and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Trustee Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith; provided, however, that if any of the provisions of the Security Documents limit, qualify or conflict with the duties imposed by the provisions of the TIA, the TIA shall control. The Issuer shall take any and deliver to the Collateral Agent copies of all actions reasonably required documents pursuant to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 10.01, to assure and confirm to the Indenture Trustee Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Issuer shall, and therein expressedshall cause the Subsidiaries of the Issuer to, use its commercially reasonable efforts to take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Collateral Agent for the benefit of the Secured Parties. (b) Notwithstanding the foregoing, (i) the Capital Stock and other securities of the Subsidiaries of the Issuer that are owned by the Issuer or any Guarantor will constitute Notes Collateral only to the extent that such Capital Stock and other securities can secure the Notes without Rule 3-10 or Rule 3-16 of Regulation S X under the Securities Act (“Rule 3-10” and “Rule 3-16,” respectively) (or any other law, rule or regulation) requiring separate financial statements of such Subsidiary to be filed with the Commission (or any other governmental agency);

Collateral and Security Documents. The due (a) On and after the Acquisition Date, the full and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payabledue, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes to the Holders or the Indenture Trustee under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured ObligationsNotes, subject to the terms of the Intercreditor Agreement. The Issuer Trustee, the Company and the Guarantors each hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Senior Note Collateral Agent holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, Holder consents and agrees (subject to Section 4.11) to the terms of the Security Documents and the Intercreditor Agreement (including the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) ), as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject . The Company shall deliver to the provisions Trustee (if the Trustee is not itself then the Senior Note Collateral Agent ) copies of this Indenture, all documents delivered to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required the Senior Note Collateral Agent pursuant to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documents, this Section 10.07 to assure and confirm to the Indenture Trustee and the Senior Note Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Company shall take, and therein expressedshall cause the Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Notes a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Senior Note Collateral Agent for the benefit of the Trustee and the Holders, second in priority to any and all Liens and security interests at any time granted in the Collateral to secure the First Lien Obligations. The Company and the Guarantors will from time to time promptly pay and discharge all recording or filing fees, charges and taxes relating to the filing or registration of this Indenture and the Security Documents, any amendments thereto and any other instruments of further assurance. (b) Notwithstanding the foregoing, the Capital Stock and other securities of any Subsidiary of the Company other than [Newco] and Metaldyne Company will constitute Collateral securing the Notes only to the extent that such Capital Stock and securities can secure such Notes, the Subordinated Notes and the DCX Notes without Rule 3-16 (or any other law, rule or regulation) requiring separate financial statements of such Subsidiary to be filed with the SEC (or any other governmental agency); (1) in the event that Rule 3-16 requires or is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any such Subsidiary due to the fact that all or, in the case of a Foreign Subsidiary, two-thirds, of Subsidiary’s Capital Stock or other securities secure the Notes, the Subordinated Notes and the DCX Notes, then such Capital Stock or other securities shall automatically be deemed not to be part of the Collateral securing the Notes, the Subordinated Notes or the DCX Notes and, in such event, the Security Documents may be amended or modified, without the consent of any Holder of the Notes, to the extent necessary to release the security interests of the Collateral Agents on the shares of Capital Stock and other securities that are so deemed to no longer constitute part of the Collateral; and (2) in the event that Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) all or, in the case of a Foreign Subsidiary, two-thirds, of such Subsidiary’s Capital Stock and other securities to secure the Notes, the Subordinated Notes and the DCX Notes without the filing with the SEC (or any other governmental agency) of separate financial statements of such Subsidiary, then the Capital Stock and other securities of such Subsidiary shall automatically be deemed to be a part of the Collateral securing the Notes, the Subordinated Notes and the DCX Notes (but only if such Subsidiary would not be subject to any such financial statement requirement) and, in such event, the Security Documents may be amended or modified, without the consent of any Holder of the Notes, to the extent necessary to subject to the Liens under the Security Documents such additional Capital Stock and other securities.

Collateral and Security Documents. The (a) On and after the Acquisition Date, the due and punctual payment of the principal of, premium of and interest (including additional interest, if any) on the Notes when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest (including additional interest, if any) on the Notes and performance of all other Guaranteed Obligations of the Issuers and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Guaranteed Obligations, subject to the terms of the Intercreditor Agreement. The Issuer Trustee and the Issuers hereby acknowledges acknowledge and agrees agree that the Indenture Trustee or the Collateral Agent, as the case may be, holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take ; provided, however, that if any and all actions reasonably required to cause of the provisions of the Security Documents to create and maintain at all timeslimit, as security for qualify or conflict with the Secured Obligations duties imposed by the provisions of the Issuer hereunderTIA, a valid and enforceable perfected Lien on the TIA shall control. The Issuers shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all of documents delivered to the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under Collateral Agent pursuant to the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 11.01, to assure and confirm to the Indenture Trustee and the Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. Holdings shall take, and therein expressedshall cause its Subsidiaries to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations of the Issuers and the Guarantors hereunder, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Collateral Agent for the benefit of the Trustee and the Holders, second in priority to any and all security interests at any time granted in the Collateral to secure the First-Priority Lien Obligations. Notwithstanding the foregoing, the Intercreditor Agreement and the Security Documents may be amended from time to time to add other parties holding Other Second-Lien Obligations and other First-Priority Lien Obligations permitted to be incurred under Sections 4.03 and 4.12. (b) Notwithstanding the foregoing, (i) the Capital Stock and securities of the Subsidiaries of Holdings (other than the ▇▇▇▇▇▇ Canada Entities) that are owned by Holdings or any Guarantor will constitute Collateral only to the extent that such Capital Stock and securities can secure the Notes without Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act (“Rule 3-10” and “Rule 3-16,” respectively) (or any other law, rule or regulation) requiring separate financial statements of such Subsidiary to be filed with the SEC (or any other governmental agency); (i) in the event that either Rule 3-10 or Rule 3-16 requires or is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any Subsidiary (other than the ▇▇▇▇▇▇ Canada Entities) due to the fact that such Subsidiary’s Capital Stock and securities secure the Notes, the performance of Guaranteed Obligations of the Issuers or any Guarantee, then the Capital Stock and securities of such Subsidiary shall automatically be deemed not to be part of the Collateral, but only to the extent necessary to not be subject to such requirement (and, in such event, the Security Documents may be amended or modified, without the consent of any Holder of the Notes, to the extent necessary to release the second-priority security interests on the shares of Capital Stock and securities that are so deemed to no longer constitute part of the Collateral); and (ii) in the event that either Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Capital Stock and securities to secure the Notes in excess of the amount then pledged without the filing with the SEC (or any other governmental agency) of separate financial statements of such Subsidiary, then the Capital Stock and securities of such Subsidiary shall automatically be deemed to be a part of the Collateral but only to the extent necessary to not be subject to any such financial statement requirement (and, in such event, the Security Documents may be amended or modified, without the consent of any Holder of the Notes, to the extent necessary to subject to the Liens under the Security Documents such additional Capital Stock and securities).

Collateral and Security Documents. (a) The due Issuer and the Subsidiary Guarantors agree to secure the full and punctual payment when due and the full and punctual performance of the principal of, premium their obligations under this Indenture and interest on the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms . The rights and obligations of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds parties hereunder with respect to the Collateral in trust for are subject to the benefit provisions of the HoldersIntercreditor Agreement, pursuant to the terms First Priority Intercreditor Agreement and any Additional Intercreditor Agreement (together the “Applicable Intercreditor Agreements”). (b) Each Holder of the Security Documents. Each HolderNotes, by accepting a Noteits acceptance thereof, consents and agrees (subject to Section 4.11) to the terms of the Security Documents and the Applicable Intercreditor Agreements (including including, without limitation, the provisions providing for the possessionforeclosure, userelease, release amendments and foreclosure re-filings of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into and the Security Documents and, subject to the provisions of this Indenture, Agent to perform its their respective obligations and exercise its their respective rights thereunder in accordance herewith therewith and therewith. The Issuer shall take any and all actions reasonably required to cause appoints the Security Documents to create and maintain at all timesTrustee as his attorney-in-fact for such purpose, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateralincluding, in favor the event of the Indenture Trustee any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors or marshaling of assets of any Subsidiary Guarantor tending towards liquidation or reorganization of the business and assets of any Subsidiary Guarantor, the immediate filing of a claim for the unpaid balance under its Note Guarantee obligations in the form required in said proceedings and cause said claim to be approved, provided that it is expressly understood that the Trustee shall not be required to exercise any such rights as attorney for any Holders unless instructed to do so in accordance with Section 7.02(f). (c) The Issuer shall maintain one or more agents approved by the Trustee (such approval not to be unreasonably withheld) to act as security agent and security trustee for the Trustee under the Applicable Intercreditor Agreements and the other Finance Documents (including, without limitation, the Security Documents). The Trustee, acting for and on behalf of the Holders under this Indenture, and the lenders under the New Senior Revolving Credit Facility have, and by accepting a Note each Holder of Notes will be deemed to have, irrevocably authorized the Security Documents. The Issuer hereby covenant Agent (Ai) to perform the duties and observe its obligations exercise the rights, powers and discretions that are specifically given to it under the Security Documents Applicable Intercreditor Agreements and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid together with any other incidental rights, powers and enforceablediscretions, perfected (except as expressly provided herein or thereinii) security interests in and to execute each Security Document expressed to be executed by such Security Agent on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Personsits behalf, and subject (iii) to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause enter into any amendments to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressed.

Collateral and Security Documents. The (a) On and after the Issue Date, the due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other Notes Obligations of the Issuer and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure such obligations, subject to the terms of the Senior Secured ObligationsIntercreditor Agreement and the Second Lien Intercreditor Agreement. The Trustee and the Issuer hereby acknowledges acknowledge and agrees that agree that, subject to the Indenture Trustee terms of the Junior Priority Intercreditor Agreements, the Senior Secured Intercreditor Agent holds the Collateral in trust for the benefit of the Collateral Agent, the Trustee and the Holders, pursuant to the terms of the Security Documents, the Senior Secured Intercreditor Agreement and the Second Lien Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) ), the Senior Secured Intercreditor Agreement and the Second Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject to the provisions of this Indenture, to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressed.

Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes Securities when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes Securities and performance of all other Guaranteed Obligations of the Issuer and each other Treximet Party to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes Securities and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured ObligationsSecurities and any Guarantee of a Treximet Party. The Trustee and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Notes Collateral in trust for the benefit of the Holders, Trustee and the Holders pursuant to the terms of the Security Documents. Each Holder, by accepting a NoteSecurity, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Notes Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject and to bind the Holders to the provisions of this Indenture, terms thereof and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take deliver to the Trustee (if it is not then also appointed and serving as Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01, to assure and confirm to the Trustee and the Collateral Agent the Liens on the Notes Collateral contemplated hereby, by the Security Documents or by any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein expressed. The Issuer shall take, and shall cause each other Treximet Party to take, any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer and such other Treximet Party hereunder, a valid and enforceable perfected Lien on all of the Notes Collateral, in favor of the Indenture Trustee Collateral Agent for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes Trustee and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressedHolders.

Collateral and Security Documents. (a) The due and punctual payment of the principal of, premium (if any) and interest on the Notes when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and (to the extent permitted by law) interest on the Notes and the payment and performance of all other Notes Obligations of the Issuer and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes, the Notes Guarantees, the Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Second Priority Liens that secure the Secured Notes Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the Holders, pursuant subject to the terms of the Security DocumentsIntercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Trustee Collateral Agent to enter into the Security Documents and, subject to (including any Mortgages for the provisions of this Indenture, Real Property identified in the Security Documents) and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably the Guarantors will, to the extent required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior subject to the rights of all third Personslimitations therein, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be donedone all things which are necessary to confirm that the Collateral Agent holds a Second Priority Lien in the Collateral except in the case of First Lien Separate Collateral, including property that becomes Collateral after the Issue Date. (b) The Issuer shall, and shall cause each Guarantor to, and each Guarantor shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents to maintain (at its the sole cost and expense, all such actions expense of the Issuer and things as may be necessary, or as may be required the Guarantors) the security interest created by the provisions of Security Documents in the Collateral as a perfected security interest (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents), subject only to confirm to Permitted Liens, and with the Indenture Trustee the security interests in the Collateral contemplated hereby and priority required by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressed.

Collateral and Security Documents. (a) The due and punctual payment of the principal of, premium of and interest (including additional interest, if any) on the Notes when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest (including additional interest, if any) on the Notes and performance of all other Guaranteed Obligations of the Company and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Notes Collateral Agent under this Indenture, the Notes Notes, the Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Guaranteed Obligations, subject to the terms of the Intercreditor Agreement. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee or the Notes Collateral Agent, as the case may be, holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Notes Collateral Agent and, as applicable, the Trustee to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take ; provided, however, that, except as specifically provided in this Indenture or the Security Documents, if any and all actions reasonably required to cause of the provisions of the Security Documents to create and maintain at all timeslimit, as security for qualify or conflict with the Secured Obligations duties imposed by the provisions of the Issuer hereunderTIA, a valid and enforceable perfected Lien on the TIA shall control. The Company shall deliver to the Trustee (if it is not itself then the Notes Collateral Agent) copies of all of documents delivered to the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under Notes Collateral Agent pursuant to the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 11.01, to assure and confirm to the Indenture Trustee and the Notes Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. Subject to the terms of and therein expressedsolely to the extent set forth in this Indenture and the applicable Security Documents, the Company shall take, and shall cause Holdings and the Subsidiaries of the Company to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations of the Company and the Guarantors hereunder, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Notes Collateral Agent for the benefit of the Trustee, the Holders and the other Secured Parties under the Security Documents. (b) Notwithstanding the foregoing, (i) the Capital Stock and other securities of the Subsidiaries of the Company that are owned by the Company or any Subsidiary Guarantor will constitute Notes Collateral only to the extent that such Capital Stock and other securities can secure the Notes without Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act (“Rule 3-10” and “Rule 3-16,” respectively) (or any other law, rule or regulation) requiring separate financial statements of such Subsidiary to be filed with the SEC (or any other governmental agency); (i) in the event that either Rule 3-10 or Rule 3-16 requires or is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any Subsidiary (other than the Company) due to the fact that such Subsidiary’s Capital Stock and other securities secure the Notes, the performance of Guaranteed Obligations of the Company or any Guarantee, then the Capital Stock and other securities of such Subsidiary shall automatically be deemed not to be part of the Notes Collateral, but only to the extent necessary to not be subject to such requirement (and, in such event, the Security Documents may be amended or modified, without the consent of any Holder of the Notes, to the extent necessary to release the first-priority security interests in the shares of Capital Stock and other securities that are so deemed to no longer constitute part of the Notes Collateral); provided, that the foregoing limitation shall not apply to the pledge of Capital Stock of the Company by Holdings; (ii) in the event that either Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Capital Stock and other securities to secure the Notes in excess of the amount then pledged without the filing with the SEC (or any other governmental agency) of separate financial statements of such Subsidiary, then the Capital Stock and other securities of such Subsidiary shall automatically be deemed to be a part of the Notes Collateral but only to the extent to not be subject to any such financial statement requirement (and, in such event, the Security Documents may be amended or modified, without the consent of any Holder of the Notes, to the extent necessary to subject to the Liens under the Security Documents such additional Capital Stock and other securities); and (iii) in accordance with the limitations set forth in the two preceding clauses (i) and (ii), the Notes Collateral will include shares of Capital Stock of Subsidiaries of the Company only to the extent that the applicable value of such Capital Stock (on a Subsidiary-by-Subsidiary basis) is less than 20% of the aggregate principal amount of the Notes outstanding; provided, however, that following the Issue Date, the portion of the Capital Stock of Subsidiaries constituting Notes Collateral may decrease or increase as described in this Article 11. (c) Notwithstanding the foregoing, (i) the intercompany debt of the Subsidiaries of the Company that are owned by the Company or any Subsidiary Guarantor will constitute Collateral only to the extent that such intercompany debt can secure the Notes without Rule 3-10 or Rule 3-16 (or any other law, rule or regulation) requiring separate financial statements of such Subsidiary to be filed with the SEC (or any other governmental agency); (i) in the event that either Rule 3-10 or Rule 3-16 requires or is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any Subsidiary (other than the Company) due to such Subsidiary’s intercompany debt securing the Notes or any Subsidiary Guarantee, then the intercompany debt shall automatically be deemed not to be part of the Collateral, but only to the extent necessary to not be subject to such requirement (and, in such event, the Security Documents may be amended or modified, without the consent of any Holder of the Notes, to the extent necessary to release the security interests on the intercompany debt that is so deemed to no longer constitute part of the Collateral); and (ii) in the event that either Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s intercompany debt to secure the Notes in excess of the amount then pledged without the filing with the SEC (or any other governmental agency) of separate financial statements of such Subsidiary, then the intercompany debt of such Subsidiary shall automatically be deemed to be part of the Collateral but only to the extent to not be subject to any such financial statement requirement (and, in such event, the Security Documents may be amended or modified, without the consent of any Holder of the Notes, to the extent necessary to subject such additional intercompany debt to the Liens under the Security Documents such additional Capital Stock and other securities). (d) In addition to the limitations described in Sections 11.01(b) and 11.01(c), the Notes Collateral will not include (i) property or assets as to which the Notes Collateral Agent has notified any Grantor in writing that it has reasonably determined that the costs of obtaining a security interest are excessive in relation to the value of the security to be afforded thereby, (ii) the Excluded Assets or (iii) the ABL Collateral. (e) None of the Company or the Guarantors are required to take any action to perfect any security interest in the Notes Collateral or the ABL Collateral under the laws of any jurisdiction outside the United States, including the pledge of equity issued by Foreign Subsidiaries, except the Company and the Guarantors shall take such actions (each, a “Foreign Action”) for the benefit of the Notes Collateral Agent and the Holders as are taken with respect to the Collateral for the benefit of the Bank Collateral Agent, provided that, following such Foreign Action, the relative lien priorities in such Collateral for the benefit of the Notes Collateral Agent and the Bank Collateral Agent are maintained to the extent set forth in the Intercreditor Agreement; provided, however, that to the extent any signature or other action is required by the Trustee or the Notes Collateral Agent or any other secured party hereunder to effect such Foreign Action by the Company or any Guarantor, the Company or such Guarantor shall not be required to take such Foreign Action for the benefit of the Notes Collateral Agent or any other secured party hereunder.

Collateral and Security Documents. (a) The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other Guaranteed Obligations of the Company and the Guarantors to the Holders Holders, the Trustee or the Indenture Notes Collateral Trustee and all other Obligations under this Indenture, the Notes Notes, the Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Guaranteed Obligations and such other Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the Holders, pursuant subject to the terms of the Security DocumentsIntercreditor Agreement. Each Holder, by accepting a NoteNote and the benefits of this Indenture, consents and agrees (subject to Section 4.11) to the terms of the Collateral Trust Agreement and the other Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Notes Collateral Trustee to enter into the Collateral Trust Agreement, the other Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer Company shall take deliver to the Trustee (if the Trustee is not itself then the Notes Collateral Trustee) copies of all documents delivered to the Notes Collateral Trustee pursuant to the Security Documents and the Intercreditor Agreement, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01, to assure and confirm to the Trustee and the Notes Collateral Trustee the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes, according to the intent and purposes herein expressed. Subject to the terms of and solely to the extent set forth in this Indenture and the applicable Security Documents, the Company shall take, and shall cause Intermediate Holdings and the Subsidiaries of the Company to take, any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, of the Notes Company and the other Security DocumentsGuarantors hereunder, a valid and enforceable, enforceable perfected (except as expressly provided herein or therein) Lien and security interests interest in and on all of the CollateralCollateral (subject to the terms of the Intercreditor Agreement), in favor of the Indenture Notes Collateral Trustee for the benefit of the Trustee, superior to the Holders and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of Secured Parties under the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressed.

Collateral and Security Documents. The due and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payabledue, whether on a Payment Dateat Stated Maturity, at the Maturity Date, or by acceleration, repurchase, redemption acceleration or otherwise, of all monetary obligations of the Company and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee any Subsidiary Guarantor under this Indenture, the Notes and the other Note Security Documents, and all other amounts in respect whether for principal of or interest on the Secured Obligations according to the terms hereunder Notes, expenses, indemnification or thereunderotherwise, shall be secured by a security interest in the Collateral as provided in the Note Security Documents, which define the terms of the Liens that secure the Secured Obligations, subject to the terms of the Intercreditor Agreements. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Note Collateral Agent holds the Collateral in trust for the benefit of the HoldersSecured Parties, in each case pursuant and subject to the terms of the Note Security DocumentsDocuments and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Note Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) ), this Indenture and the Intercreditor Agreements, in each case as the same may be in effect or may be amended amended, supplemented, waived or otherwise modified from time to time in accordance with their respective terms and this Indentureterms, and authorizes and directs the Indenture Trustee Note Collateral Agent to enter into the Note Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any Pursuant and all actions reasonably required subject to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations terms of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Note Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this IndentureIntercreditor Agreements, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior Company shall deliver to the rights Note Collateral Agent copies of all third Persons, documents and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 1501, to reasonably assure and confirm to the Indenture Trustee Note Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Note Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Company shall, and shall cause each of the Subsidiary Guarantors to, use commercially reasonable efforts to take any and all actions reasonably required to cause the Note Security Documents to create and maintain, as security for the Secured Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral in favor of the Note Collateral Agent for the benefit of the Secured Parties, as and to the extent contemplated by the Note Security Documents and subject to the terms of the Intercreditor Agreements, including making all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) or recordings and taking all other similar actions as are reasonably necessary or required by the Note Security Documents or that the Note Collateral Agent may reasonably request (to the extent required under the Note Security Documents) in order to maintain and perfect (at the sole cost and expense of the Company and the Subsidiary Guarantors) the security interest and liens created by the Note Security Documents in the Collateral as a perfected security interest, in each case other than with respect to any Collateral the lien or security interest in or on which is not required to be maintained or perfected under the Note Security Documents, and subject to Liens permitted under this Indenture, including Permitted Liens and other Liens permitted by Section 413. For the avoidance of doubt, if any Subsidiary Guarantor shall not so maintain the security interest and liens created by the Note Security Documents as a perfected security interest as described therein (in the case of the Collateral Agreement, as described in subsection 4.2.2, 4.3.4 or 4.3.5 thereof, as applicable) notwithstanding its use of commercially reasonable efforts, such failure shall not (by reason of the use of commercially reasonable efforts) be deemed to be in accordance with the terms of this Indenture or any of the Note Security Documents for purpose herein of clause (i) of the first parenthetical in Section 601(xiii). The Company and therein expressedthe Subsidiary Guarantors shall continue to have the right to possess and control their property and assets constituting Collateral and exercise all rights with respect thereto, subject to the terms of the Note Security Documents. Notwithstanding the foregoing, if the Company and the Subsidiary Guarantors are unable to complete on or prior to the Issue Date all filings, recordings and other similar actions required in connection with the perfection of such liens and security interests, the Company and the Subsidiary Guarantors shall use their commercially reasonable efforts to complete such actions as soon as reasonably practicable (but no later than 180 days) after such date. Notwithstanding the foregoing, the Company and the Subsidiary Guarantors will not be required to (x) take any action in any jurisdiction other than the United States of America, or required by the laws of any such jurisdiction, in order to create any security interests (or other Liens) in assets located or titled outside of the United States of America or to perfect any security interests (or other Liens) in any Collateral, (y) deliver control agreements with respect to, or confer perfection by “control” over, any deposit accounts, bank or securities account or other Collateral, except, in the case of Collateral that constitutes Capital Stock or intercompany notes in certificated form, delivering such Capital Stock or intercompany notes (in the case of intercompany notes, limited to any such note with a principal amount in excess of $3.0 million) to the Note Collateral Agent (or another Person as required under the Intercreditor Agreements) or (z) deliver landlord lien waivers, estoppels or collateral access letters. The Collateral shall not at any time include any Excluded Assets or Excluded Subsidiary Securities.

Collateral and Security Documents. (a) The due and punctual payment of the principal of, premium of and interest (including additional interest, if any) on the Notes Securities when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest (including additional interest, if any) on the Notes Securities and performance of all other Guaranteed Obligations of the Company and the Subsidiary Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes Securities, the Subsidiary Guarantees and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunderthereunder (all the foregoing being hereinafter collectively called the “Obligations”), shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Guaranteed Obligations, subject to the terms of the Intercreditor Agreement. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee or the Collateral Agent, as the case may be, holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a NoteSecurity, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Collateral Agent and, as applicable, the Trustee to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take ; provided, however, that if any and all actions reasonably required to cause of the provisions of the Security Documents to create and maintain at all timeslimit, as security for qualify or conflict with the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required duties imposed by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests TIA that have been incorporated by reference in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit made part of this Indenture and pursuant to Section 1.03, such provisions of the Notes secured hereby, according to the intent and purpose herein and therein expressed.TIA shall

Collateral and Security Documents. (i) The due and punctual payment obligations of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee Issuer under this Indenture, the Notes and this Indenture will benefit from the other Notes Collateral (created by the collateral documents described in Schedule 1) and required to be granted under Section 4.13 (within 90 days from the Issue Date), and (ii) the payment obligations of the Guarantors under the Guarantees and this Indenture will benefit from the Guarantee Collateral (created by the collateral documents described in Schedule 1) and required to be granted under Section 4.13 (within 90 days from the Issue Date). (b) The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Security Documents, and the Issuer will, and will cause each of its Subsidiaries to, do or cause to be done all other amounts in respect such acts and things as may be necessary or proper, or as may be required by the provisions of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define to assure and confirm to the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees Trustee that the Indenture Trustee holds the Collateral in trust Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected liens as contemplated hereby and by the Security Documents, so as to render the same available for the security and benefit of this Indenture and of the Notes secured thereby, according to the intent and purposes herein expressed. Neither the Trustee nor the Security Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any property securing the Notes and the Guarantees, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the liens or Security Documents or any delay in doing so. (c) The Security Documents and the Collateral will be administered by the Security Agent, in each case pursuant to the Intercreditor Agreement for the benefit of all holders of secured obligations. (d) Each of the Issuer, the Trustee and the Holders agree that the Security Agent shall be the joint creditor (together with the Holders) of each and every obligation of the parties hereto under the Notes and this Indenture, and that accordingly the Security Agent will have its own independent right to demand performance by the Issuer of those obligations, except that such demand shall only be made with the prior written notice to the Trustee and as permitted under the Intercreditor Agreement. However, any discharge of such obligation to the Security Agent, on the one hand, or to the Trustee or the Holders, as applicable, on the other hand, shall, to the same extent, discharge the corresponding obligation owing to the other. (e) The Security Agent agrees that it will hold the security interests in the Collateral created under the Security Documents to which it is a party as contemplated by this Indenture and the Intercreditor Agreement, and any and all proceeds thereof, for the benefit of, among others, the Trustee and the Holders, without limiting the Security Agent's rights including under Section 13.02, to act in preservation of the security interest in the Collateral. The Security Agent will, subject to being indemnified or secured in accordance with the Intercreditor Agreement, take action or refrain from taking action in connection therewith only as directed by the Trustee, subject to the terms of the Security Documents. Intercreditor Agreement. (f) Each Holder, by accepting a Note, consents shall be deemed (i) to have consented and agrees (subject to Section 4.11) agreed to the terms of the Security Documents Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement entered into in compliance with Section 4.14 (including including, without limitation, the provisions providing for foreclosure and release of the possession, use, release Collateral and foreclosure of Collateralauthorizing the Security Agent to enter into the Security Documents on its behalf) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee Security Agent to enter into the Security Documents and, subject to the provisions of this Indenture, and to perform its obligations and exercise its rights thereunder in accordance herewith therewith, (ii) to have authorized the Issuer, the Trustee and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all timesAgent, as security for applicable, to enter into the Secured Obligations of Security Documents, any Additional Intercreditor Agreements and the Issuer hereunderIntercreditor Agreement and to be bound thereby and (iii) to have irrevocably appointed and authorized the Security Agent and the Trustee to give effect to the provisions in the Intercreditor Agreement, a valid any Additional Intercreditor Agreements and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe Each Holder, by accepting a Note, appoints the Security Agent as its obligations trustee under the Security Documents and (B) take any authorizes it to act on such Holder's behalf, including by entering into and all commercially reasonable actions (including without limitation complying with the covenants set forth in provisions of the Intercreditor Agreement. The Security Documents Agent is hereby authorized to exercise such rights, powers and in this Article 9) required discretions as are specifically delegated to cause it by the Security Documents to create and maintain, as security for terms of the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceableincluding the power to enter into the Security Documents, perfected (except as expressly provided herein or therein) security interests in and trustee on all the Collateral, in favor behalf of the Indenture Holders and the Trustee, superior together with all rights, powers and discretions as are reasonably incidental thereto or necessary to and prior give effect to the rights trusts created thereunder. The Security Agent shall, however, at all times, subject to Section 13.04, be entitled to seek directions from the Trustee and shall be obligated to follow those directions if given; provided that, the Trustee shall not be obligated to give such directions unless directed in accordance with this Indenture. The Security Agent hereby accepts its appointment as the trustee of all third Personsthe Holders and the Trustee under the Security Documents, and its authorization to so act on such Holders' and the Trustee's behalf. The claims of Holders will be subject to no other Liensthe Intercreditor Agreement and any Additional Intercreditor Agreement entered into in compliance with Section 4.14. (g) Subject to Section 4.09, the Issuer is permitted to pledge the Collateral in connection with future issuances of its indebtedness or indebtedness of its Subsidiaries, including any Additional Notes, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of under this Indenture and on terms consistent with the relative priority of the Notes secured hereby, according to the intent and purpose herein and therein expressedsuch indebtedness.

Collateral and Security Documents. (a) The due and punctual payment obligations of the principal of, premium and interest on Company under the Notes when and as the same shall be due and payable, whether secured on a Payment Datesecond-priority basis, at by a pledge of the Maturity DateHigh Yield Proceeds Loan and on a second-priority basis, or by acceleration, repurchase, redemption or otherwise, and interest on a pledge of 100% of the overdue principal of, premium and interest on shares of ▇▇▇▇ Funding S.à.▇.▇. (the Notes to the Holders or the Indenture Trustee under this Indenture, the Notes and the other Security Documents, and all other amounts "▇▇▇▇ Pledged Shares"). The share pledge in respect of the Secured Obligations according ▇▇▇▇ Pledged Shares is referred to as the "Share Pledge". The pledge agreement in respect of the High Yield Proceeds Loan is referred to as the "HighYield Proceeds Loan Pledge Agreement" and, together with the Share Pledge, the "Security Documents". (b) Each of the Company, the Guarantors, the Trustee and the Holders agree that the Security Agent shall be the joint creditor (together with the Holders) of each and every obligation of the parties hereto under the Notes and this Indenture, and that accordingly the Security Agent shall have its own independent right to demand performance by the Company or the relevant Guarantor, as applicable, of those obligations, except that such demand shall only be made with the prior written consent of the Trustee or as otherwise permitted under the Intercreditor Agreement. However, any discharge of such obligation to the terms hereunder Security Agent, on the one hand, or thereunderto the Trustee or the Holders, as applicable, on the other hand, shall, to the same extent, discharge the corresponding obligation owing to the other. (c) The Security Agent agrees that it shall be secured hold the security interests in Collateral created under any Security Documents to which it is a party as contemplated by a this Indenture and the Intercreditor Agreement, and any and all proceeds thereof, for the benefit of, among others, the Trustee and the Holders, without limiting the Security Agent's rights including under Section 13.02, to act in preservation of the security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured ObligationsCollateral. The Issuer hereby acknowledges and agrees that Security Agent shall take action or refrain from taking action in connection therewith only as directed by the Indenture Trustee holds the Collateral in trust for the benefit of the HoldersTrustee, pursuant subject to the terms of the Security Documents. Intercreditor Agreement. (d) Each Holder, by accepting a Note, consents and agrees shall be deemed (subject to Section 4.11i) to the terms of have authorized the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee Agent to enter into the Security Documents and, subject and (ii) to have authorised the provisions of this Indenture, to perform its obligations Trustee and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents Agent to create enter into the Inter-creditor Agreement and maintain at all times(iii) to be bound thereby. Each Holder of Notes, as security for the Secured Obligations of the Issuer hereunderby accepting a Note, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under appoints the Security Documents. The Issuer hereby covenant (A) to perform and observe Agent as its obligations agent under the Security Documents and the Intercreditor Agreement and the Trustee as trustee pursuant to the Intercreditor Agreement and authorizes it to act as such. The claims of Holders shall be subject to the Inter-creditor Agreement. (Be) take any and all commercially reasonable actions (including without limitation the covenants set forth in The Holders may only act to enforce the Security Documents and through the Security Agent acting on the instructions of the Trustee. The Holders may only act to enforce the Intercreditor Agreement through the Trustee or the Security Agent as the case may be. The affirmative vote of a majority in this Article 9) principal amount of the then out-standing Notes of each series affected thereby shall be required in order for the Security Agent to cause enforce the Security Documents or the Trustee or the Security Agent to create and maintainenforce or direct the enforcement, as security for the Secured Obligations contained in this Indenturecase may be, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or thereinIntercreditor Agreement. The Issuer Trustee shall do or cause procure that the Security Agent agrees to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions any release of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and interest created by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of Documents that is in accordance with this Indenture and without requiring any consent of the Notes secured hereby, according Holders. (f) Any instructions received by the Security Agent hereunder shall be subject to the intent and purpose herein and therein expressedIntercreditor Agreement.

Collateral and Security Documents. The due (a) On and punctual payment of after the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on a Payment Issue Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations. . (b) The Trustee, the Collateral Agent and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust Liens created under the Security Documents as agent for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents. . (c) Each Holder, by accepting a NoteNotes, consents and agrees (subject to Section 4.11) to the terms of the Intercreditor Agreements, the other Security Documents (including the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) and the Collateral Sharing Agreement, as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee and/or the Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Collateral Sharing Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Holdings and the Issuer shall take any and deliver to the Trustee (if it is not itself then the Collateral Agent), promptly upon request, copies of all actions reasonably required to cause documents constituting the Security Documents or delivered to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under Collateral Agent pursuant to the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions of the Security Documents, to assure and confirm to the Indenture Trustee and the Collateral Agent the security interests interest in and a lien on the Collateral collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. Without limiting the foregoing, Holdings and therein expressedthe Issuer shall take, and shall cause Restricted Guarantors (or other Restricted Subsidiaries as contemplated by Section 4.12(b)) to take, any and all actions required to cause the Security Documents to create and maintain, as security for the Secured Obligations, a valid and enforceable perfected security interest in and Lien on all of their respective title, rights and interest in, to and under assets that are of the type and kind constituting Collateral (including any After-Pledged Property or Springing Lien Collateral required to become Collateral pursuant to Section 4.18) (subject to the terms of the Intercreditor Agreements), in favor of the Collateral Agent for the benefit of the Secured Parties.

Collateral and Security Documents. The due and punctual payment of the principal of, of and premium and interest on the Notes and Subsidiary Guarantees when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes to and Subsidiary Guarantees and performance of all other Notes Obligations of the Holders or the Indenture Trustee under this Indenture, the Notes Company and the other Security DocumentsSubsidiary Guarantors, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Notes Obligations, subject to the terms of the Intercreditor Agreements. The Issuer Trustee, the Company and the Subsidiary Guarantors hereby acknowledges acknowledge and agrees agree that the Indenture Collateral Trustee holds the Collateral in trust for the benefit of the Holders, Noteholder Secured Parties and the holders of other Pari Passu Lien Obligations (if any) pursuant to the terms of the Security DocumentsDocuments and Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, as the same each may be in effect or may be amended from time to time in accordance with their respective terms and this IndentureIndenture and the Intercreditor Agreements, and authorizes and directs the Indenture Trustee and Collateral Trustee to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer Company shall take any and deliver to the Collateral Trustee copies of all actions reasonably documents required to cause the Security Documents be filed pursuant to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 11.1, to assure and confirm to the Indenture Collateral Trustee the security interests interest in the Notes Collateral as contemplated hereby and the lien in the ABL Collateral as of the Issue Date as contemplated hereby with the priorities set forth in the applicable Intercreditor Agreement, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes and the Subsidiary Guarantees secured herebythereby, according to the intent and purpose purposes herein expressed. The Company shall, and therein expressedshall cause its Subsidiaries to, take any and all actions and make all filings, registrations and recordations (including the filing of UCC financing statements, continuation statements and amendments thereto) in all such jurisdictions reasonably required to cause the Security Documents to create, perfect and maintain, as security for the Notes Obligations of the Company and the Subsidiary Guarantors to the Noteholder Secured Parties under this Indenture, the Notes, the Subsidiary Guarantees and the Security Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreements and the Security Documents), in favor of the Collateral Trustee for the benefit of the Noteholder Secured Parties subject to no Liens other than Liens permitted under this Indenture and with the priority set forth in the Intercreditor Agreements. For the avoidance of doubt, the Trustee and Collateral Trustee shall not have a Lien on the Excluded Assets.

Collateral and Security Documents. The due From and after the Grant Date, the punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payabledue, whether on a Payment Dateat Stated Maturity, at the Maturity Date, or by acceleration, repurchase, redemption acceleration or otherwise, of all monetary obligations of the Company and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee any Subsidiary Guarantor under this Indenture, the Notes and the other Note Security Documents, and all other amounts in respect whether for principal of or premium, if any, or interest on the Secured Obligations according to the terms hereunder Notes, fees, expenses, indemnification or thereunderotherwise, shall be secured by a security interest in the Collateral as provided in the Note Security Documents, which define the terms of the Liens that secure the Secured Obligations, subject to the terms of any applicable Intercreditor Agreement. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Note Collateral Agent holds the Collateral in trust for the benefit of the HoldersSecured Parties, in each case pursuant and subject to the terms of the Note Security DocumentsDocuments and any applicable Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Note Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) ), this Indenture and any applicable Intercreditor Agreement (including the subordination of Liens on the Collateral provided for in the Base Intercreditor Agreement), in each case as the same may be in effect or may be amended amended, supplemented, waived or otherwise modified from time to time in accordance with their respective terms and this Indentureterms, and authorizes and directs the Indenture Trustee Note Collateral Agent to enter into the Note Security Documents and, subject to the provisions of this Indenture, and any applicable Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any Pursuant and all actions reasonably required subject to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations terms of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Note Security Documents and (B) take any applicable Intercreditor Agreement, from and all commercially reasonable actions (including without limitation after the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this IndentureGrant Date, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior Company shall deliver to the rights Note Collateral Agent copies of all third Persons, documents and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 1501, to reasonably assure and confirm to the Indenture Trustee Note Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Note Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. From and after the Grant Date, the Company shall, and shall cause each of the Subsidiary Guarantors to, use commercially reasonable efforts to take any and all actions reasonably required to cause the Note Security Documents to create and maintain, as security for the Secured Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral in favor of the Note Collateral Agent for the benefit of the Secured Parties, as and to the extent contemplated by the Note Security Documents and subject to the terms of any applicable Intercreditor Agreement, including making all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) or recordings and taking all other similar actions as are reasonably necessary or required by the Note Security Documents or that the Note Collateral Agent may reasonably request (to the extent required under the Note Security Documents) in order to maintain and perfect (at the sole cost and expense of the Company and the Subsidiary Guarantors) the security interest and liens created by the Note Security Documents in the Collateral as a perfected security interest, in each case other than with respect to any Collateral the lien or security interest in or on which is not required to be maintained or perfected under the Note Security Documents, and subject to Liens permitted under this Indenture, including Permitted Liens and other Liens permitted by Section 413. For the avoidance of doubt, if any Subsidiary Guarantor shall not so maintain the security interest and liens created by the Note Security Documents as a perfected security interest as described therein (in the case of the Collateral Agreement, as described in Section 4.2.2, 4.3.4 or 4.3.5 thereof, as applicable) notwithstanding its use of commercially reasonable efforts, such failure shall not (by reason of the use of commercially reasonable efforts) be deemed to be in accordance with the terms of this Indenture or any of the Note Security Documents for purpose herein of clause (i) of the first parenthetical in Section 601(xii). The Company and therein expressedthe Subsidiary Guarantors shall continue to have the right to possess and control their property and assets constituting Collateral and exercise all rights with respect thereto, subject to the terms of the Note Security Documents. Notwithstanding the foregoing, if the Company and the Subsidiary Guarantors are unable to complete on or prior to the Grant Date all filings, recordings and other similar actions required in connection with the perfection of such liens and security interests, the Company and the Subsidiary Guarantors shall use their commercially reasonable efforts to complete such actions as soon as reasonably practicable (but no later than 180 days (or, 270 days in the case of assets represented by certificates of title)) after the Grant Date (as such period may be extended, or completion waived, by the ABL Agent (or, if no ABL Obligations are then outstanding, the agent or representative of any holders of any other Senior Priority Obligations) in its sole discretion to the extent such extension or waiver applies with respect to the ABL Obligations (or such Senior Priority Obligations, if applicable)); provided that if any property and other assets securing any Senior Priority Obligations remains unperfected at such time, perfection of such property and other assets under the Note Security Documents will only be required, if and to the extent that such assets and other property securing the Senior Priority Obligations becomes perfected substantially concurrently therewith. Notwithstanding the foregoing, the Company and the Subsidiary Guarantors will not be required to (x) take any action in any jurisdiction other than the United States of America, or required by the laws of any such jurisdiction, in order to create any security interests (or other Liens) in assets located or titled outside of the United States of America or to perfect any security interests (or other Liens) in any Collateral, (y) deliver control agreements with respect to, or confer perfection by “control” over, any deposit accounts, bank or securities account or other Collateral, except, in the case of Collateral that constitutes Capital Stock or intercompany notes in certificated form, delivering such Capital Stock or intercompany notes (in the case of intercompany notes, limited to any such note with a principal amount in excess of $3.0 million) to the Note Collateral Agent (or another Person as required under the Intercreditor Agreements) or (z) deliver landlord lien waivers, estoppels or collateral access letters. The Collateral shall not at any time include any Excluded Assets or any assets or property that are not also required to be subject to a Lien securing the obligations under the ABL Credit Agreement (as on effect on the Grant Date).

Collateral and Security Documents. The (a) To secure the due and punctual payment of the principal of, premium obligations of the Company and interest on the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee Subsidiary Guarantors under this Indenture, the Notes Securities and the other Security DocumentsSubsidiary Guarantees, the Company, the Subsidiary Guarantors and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in Agent have entered into the Security Documents, which define Documents for the terms creation of the Liens that secure the Secured Obligationsspecified security interests and related matters. The Issuer Trustee, the Company and the Subsidiary Guarantors hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust for the equal and ratable benefit of the Holders, Holders and the Trustee and the other parties entitled to the benefit of the security provided under the Security Documents pursuant to the terms of the Security DocumentsDocuments and any Intercreditor Agreements. Notwithstanding anything to the contrary in this Indenture, no security interest or Lien is granted by the terms of this Indenture, the Securities or the Subsidiary Guarantees. (b) Each Holder, by accepting a NoteSecurity, consents and agrees (subject to Section 4.11) to all of the terms and provisions of the Security Documents (including the provisions providing for the possessionand any Intercreditor Agreements, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms pursuant to the provisions of the Security Documents, any Intercreditor Agreements and this Indenture, and authorizes and directs the Indenture Trustee to enter into and the Security Documents and, subject to the provisions of this Indenture, Collateral Agent to perform its their respective obligations and exercise its their respective rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth Intercreditor Agreements in accordance therewith; provided, however, that if any provisions of the Security Documents and in this Article 9) required to cause limit, qualify or conflict with the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required duties imposed by the provisions of the Security DocumentsTIA (other than TIA §314(b) and TIA §314(d), which shall not be applicable to confirm this Indenture unless it is qualified under the TIA), the TIA (other than TIA § 314(b) and TIA § 314(d), which shall not be applicable to this Indenture unless it is qualified under the Indenture Trustee the security interests in TIA) will control. (c) Each Holder, by accepting a Security, irrevocably appoints the Collateral contemplated hereby Agent to act as its agent under the Security Documents and by irrevocably authorizes the Collateral Agent to (i) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Security Documents, as from time together with any other incidental rights, powers and discretions and (ii) execute each document expressed to time constituted, so as to render be executed by the Collateral available Agent on its behalf. (d) As among the Holders, the Collateral shall be held for the security equal and ratable benefit of this Indenture and the Holders without preference, priority or distinction of the Notes secured hereby, according to the intent and purpose herein and therein expressedany thereof over any other.

Collateral and Security Documents. The (a) On and after the Issue Date, the due and punctual payment of the principal of, premium of and interest (including additional interest, if any) on the Notes when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest (including additional interest, if any) on the Notes and performance of all other Guaranteed Obligations of the Issuers and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Guaranteed Obligations, subject to the terms of the Intercreditor Agreement. The Issuer Trustee and the Issuers hereby acknowledges acknowledge and agrees agree that the Indenture Trustee or the Collateral Agent, as the case may be, holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take ; provided, however, that if any and all actions reasonably required to cause of the provisions of the Security Documents to create and maintain at all timeslimit, as security for qualify or conflict with the Secured Obligations duties imposed by the provisions of the Issuer hereunderTIA, a valid and enforceable perfected Lien on the TIA shall control. The Issuers shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all of documents delivered to the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under Collateral Agent pursuant to the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 11.01, to assure and confirm to the Indenture Trustee and the Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. Holdings shall take, and therein expressedshall cause its Subsidiaries to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations of the Issuers and the Guarantors hereunder, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Collateral Agent for the benefit of the Trustee and the Holders, second in priority to any and all security interests at any time granted in the Collateral to secure the First-Priority Lien Obligations. Notwithstanding the foregoing, the Intercreditor Agreement and the Security Documents may be amended from time to time to add other parties holding Other Second-Lien Obligations and other First-Priority Lien Obligations permitted to be incurred under Sections 4.03 and 4.12. (b) Notwithstanding the foregoing, (i) the Capital Stock and securities of the Subsidiaries of Holdings (other than the Hexion Canada Entities) that are owned by Holdings or any Guarantor will constitute Collateral only to the extent that such Capital Stock and securities can secure the Notes without Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act (“Rule 3-10” and “Rule 3-16,” respectively) (or any other law, rule or regulation) requiring separate financial statements of such Subsidiary to be filed with the SEC (or any other governmental agency); (i) in the event that either Rule 3-10 or Rule 3-16 requires or is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any Subsidiary (other than the Hexion Canada Entities) due to the fact that such Subsidiary’s Capital Stock and securities secure the Notes, the performance of Guaranteed Obligations of the Issuers or any Guarantee, then the Capital Stock and securities of such Subsidiary shall automatically be deemed not to be part of the Collateral, but only to the extent necessary to not be subject to such requirement (and, in such event, the Security Documents may be amended or modified, without the consent of any Holder of the Notes, to the extent necessary to release the second-priority security interests on the shares of Capital Stock and securities that are so deemed to no longer constitute part of the Collateral); and (ii) in the event that either Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Capital Stock and securities to secure the Notes in excess of the amount then pledged without the filing with the SEC (or any other governmental agency) of separate financial statements of such Subsidiary, then the Capital Stock and securities of such Subsidiary shall automatically be deemed to be a part of the Collateral but only to the extent necessary to not be subject to any such financial statement requirement (and, in such event, the Security Documents may be amended or modified, without the consent of any Holder of the Notes, to the extent necessary to subject to the Liens under the Security Documents such additional Capital Stock and securities).

Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other Obligations of the Issuer and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure such Issuer’s and Guarantors’ Obligations, subject to the Secured Obligationsterms of the Guarantee and Collateral Agreement. The Trustee and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust for the benefit of the Holders, Secured Parties pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee Collateral Agent to enter into the Security Documents and, subject to the provisions of this Indenture, and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith; provided, however, that if any of the provisions of the Security Documents limit, qualify or conflict with the duties imposed by the provisions of the Trust Indenture Act, the Trust Indenture Act shall control. The Issuer shall take any and deliver to the Collateral Agent copies of all actions reasonably required documents pursuant to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 12.01, to assure and confirm to the Indenture Trustee Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Issuer shall, and therein expressedshall cause the Subsidiaries to, use their commercially reasonable efforts to take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Guarantee and Collateral Agreement), in favor of the Collateral Agent for the benefit of the Secured Parties. The Issuer shall, and shall cause its Subsidiaries to, and each such Subsidiary shall, make all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) and take all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuer and its Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest with the priority set forth in the Security Documents and subject only to Permitted Liens.

Collateral and Security Documents. The due and punctual (a) Subject to the Agreed Security Principles, the payment obligations of the principal of, premium Issuers under the Notes and interest this Indenture will be secured on a first priority basis by ▇▇▇▇▇ on the Notes when Collateral. To the extent any Liens over the intended Collateral pursuant to any Security Document listed on Schedule 1.1 or any action or deliverable related to the creation or perfection of Liens over the intended Collateral (other than any Collateral the Liens over which may be perfected by the filing of a UCC financing statement or, subject to the Agreed Security Principles, the delivery of stock certificates and as the same Security Document giving rise to the lien therein) or any Guarantee is not provided on the Issue Date after use by the Issuers and the Guarantors of commercially reasonable efforts to do so, the provision of any such Lien or deliverable or Guarantee shall be due required to be delivered as soon as reasonably practicable, in any event not later than 90 days after the Issue Date (or 120 days if the lenders under the Senior Facilities Agreement agree to defer such date under the Senior Facilities Agreement); provided, however, that, subject to the Agreed Security Principles, the Issuers will be obligated to provide security on NXP Semiconductors (Thailand) Co. Ltd.’s machinery and payableequipment within seven months of the Issue Date. (b) Each of the Issuers, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, Trustee and interest on the overdue principal of, premium Holders agree that the Collateral Agents shall be the joint creditors (together with the Holders) of each and interest on every obligation of the parties hereto under the Notes to the Holders or the Indenture Trustee under and this Indenture, and that accordingly the Notes Collateral Agents will have its own independent right to demand performance by the Issuers of those obligations, except that such demand shall only be made with the prior written consent of the Trustee or as otherwise permitted under the Collateral Agency Agreement. However, any discharge of such obligation to the Collateral Agents, on the one hand, or to the Trustee or the Holders, as applicable, on the other hand, shall, to the same extent, discharge the corresponding obligation owing to the other. (c) The Collateral Agents agree that it will hold the security interests in Collateral created under the Security Documents to which it is a party as contemplated by this Indenture and the other Security DocumentsCollateral Agency Agreement, and any and all other amounts proceeds thereof, for the benefit of, among others, the Trustee and the Holders, without limiting the Collateral Agents’ rights including under Section 12.02, to act in respect preservation of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured ObligationsCollateral. The Issuer hereby acknowledges and agrees that Collateral Agents will take action or refrain from taking action in connection therewith only as directed by the Indenture Trustee holds the Collateral in trust for the benefit of the HoldersTrustee, pursuant subject to the terms of the Security Documents. Collateral Agency Agreement. (d) Each Holder, by accepting a Note, consents and agrees (subject shall be deemed to Section 4.11) have agreed to all the terms and provisions of the Security Documents and the Collateral Agency Agreement. The claims of Holders will be subject to the Collateral Agency Agreement (including whether then entered into or entered into in the provisions providing for future pursuant to this Indenture). In the possessionevent of a conflict between this Indenture and the Collateral Agency Agreement, usethe Collateral Agency Agreement shall prevail. (1) Subject to the Agreed Security Principles, release and foreclosure of Collateral) within 60 days (or such longer period as the same Collateral Agents may be agree in effect or may be amended from time to time writing) after (i) any Restricted Subsidiary becomes a Guarantor in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, Section 4.12 or (ii) any Issuer or Guarantor acquires any material property that is not automatically subject to the provisions of this Indenture, to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as a perfected security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders interest under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein relevant Issuer or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other LiensGuarantor shall, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, case at its sole cost and expense, all duly execute and deliver to the Collateral Agents such actions mortgages, security agreement supplements and things other security documents, as may be necessaryreasonably specified by and in form and substance reasonably satisfactory to the Collateral Agents (in form and scope, or as may be required by and covering such collateral on such terms, in each case consistent with the provisions mortgages, security agreements and other security documents in effect on the Issue Date), granting a security interest in favor of the secured parties under the Security Documents, and take such additional actions (including the giving of notices, the filing of statements and the provision of all instruments and documents reasonably requested by the Collateral Agents) to confirm to the Indenture Trustee the perfect and protect such security interests in of the Collateral contemplated hereby and by secured parties under the Security Documents. Notwithstanding the foregoing, no Issuer or Guarantor shall be required to provide a security interest pursuant to this Section 12.01(e) (x) except as provided in Section 4.22, in cash or bank accounts prior to the occurrence of an Enforcement Event, (y) if the Agreed Security Principles would not so require or (z) over assets or properties that are not subject to Liens under the Security Documents specifically set forth on Schedule 1.1 (whether or not such Security Documents shall have been executed on the Issue Date) (as in effect on the date hereof) as a result of the application of the Agreed Security Principles. Any security interest provided pursuant to this Section 12.01(e) shall be accompanied with such opinions of counsel to the Company as customarily given by Company’s counsel in the relevant jurisdiction, in form and substance customary for such jurisdiction. The Company will use reasonable endeavors to procure that its counsel in any relevant jurisdiction provides a legal opinion in respect of any such security interest. (2) Subject to the Agreed Security Principles, promptly upon request by the Collateral Agents, the Issuers shall (a) correct any material defect or error that may be discovered in any Security Documents or in the execution, acknowledgment, filing or recordation thereof, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Collateral Agents, may reasonably require from time to time constitutedin order to carry out more effectively the purposes of any Security Documents. (3) To the extent applicable, so the Company will comply with Section 313(b) of the TIA, relating to reports, and Section 314(d) of the TIA, relating to the release of property and to the substitution therefor of any property to be pledged as collateral for the Secured Notes. Any certificate or opinion required by Section 314(d) of the TIA may be made by an Officer of the Company except in cases where Section 314(d) requires that such certificate or opinion be made by an independent engineer, appraiser or other expert, who shall be reasonably satisfactory to the Trustee. Notwithstanding anything to the contrary herein, the Company and its Subsidiaries will not be required to comply with all or any portion of Section 314(d) of the TIA if they determine, in good faith based on advice of outside counsel, that under the terms of that section and/or any interpretation or guidance as to render the Collateral available for the security and benefit of this Indenture and meaning thereof of the Notes secured herebySEC and its staff, according including “no action” letters or exemptive orders, all or any portion of Section 314(d) of the TIA is inapplicable to the intent and purpose herein and therein expressedreleased Collateral.

Collateral and Security Documents. The (a) To secure the due and punctual payment of the principal of, premium obligations of the Issuer and interest on the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee Guarantors under this Indenture, the Notes and the other Notes Guarantees, the Issuer, the Guarantors and the Collateral Agent have entered into the Security DocumentsDocuments providing for the creation of specified security interests and related matters. The Trustee, the Issuer and all other amounts in respect each of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in Guarantors hereby acknowledge and agree that the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee Agent holds the Collateral in trust for the benefit of the Holders, the Trustee and the other Indenture Agents pursuant to the terms of the Security Documents. . (b) Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to all of the terms and provisions of the Security Documents (including the provisions providing for the possessionDocuments, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms pursuant to the provisions of the Security Documents and this Indenture, and authorizes and directs the Indenture Trustee and the Collateral Agent to enter into perform their respective obligations and exercise their respective rights under the Security Documents andin accordance therewith; provided, subject to however, that if any provisions of the Security Documents limit, qualify or conflict with the duties imposed by the provisions of this Indenturethe TIA, the TIA will control. (c) Each Holder, by accepting a Note, irrevocably appoints the Collateral Agent to perform act as its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations agent under the Security Documents and irrevocably authorizes the Collateral Agent to (Bi) take any perform the duties and all commercially reasonable actions (including without limitation exercise the covenants set forth in the Security Documents rights, powers and in this Article 9) required discretions that are specifically given to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of it under the Security Documents, together with any other incidental rights and powers and (ii) execute each document expressed to confirm to the Indenture Trustee the security interests in be executed by the Collateral contemplated hereby and by Agent on its behalf. (d) As among the Security DocumentsHolders, as from time to time constituted, so as to render the Collateral available shall be held for the security equal and ratable benefit of this Indenture and the Holders without preference, priority or distinction of the Notes secured hereby, according to the intent and purpose herein and therein expressedany thereof over any other.

Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other Obligations of the Issuer and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Notes Collateral Agent under this Indenture, the Notes Notes, the Guarantees and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunderthereunder (the “Secured Obligations”), shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations, subject to the terms of the Intercreditor Agreement. The Trustee and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee or the Notes Collateral Agent, as the case may be, holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents. Each Holder, by accepting a NoteSecurity, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Notes Collateral Agent and, as applicable, the Trustee to enter into the Security Documents and, subject to the provisions of this Indenture, and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and deliver to the Trustee (if it is not then the Notes Collateral Agent) copies of all actions reasonably required documents delivered to cause the Security Documents Notes Collateral Agent pursuant to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 10.01, to assure and confirm to the Indenture Trustee and the Notes Collateral Agent the security interests in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Issuer shall take, and therein expressedshall cause the Subsidiaries of the Issuer to take, and Holdings shall take, at their sole expense, any and all actions reasonably required, or which the Trustee or Notes Collateral Agent may (at the direction of the Required Holders) request, to cause the Security Documents to create and maintain, as security for the Secured Obligations, a valid, duly created and enforceable and perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Notes Collateral Agent for the benefit of the Trustee and the Holders under the Security Documents. Notwithstanding the foregoing, the Security Documents may be amended from time to time to add other parties holding Parity Lien Debt and (in the case of the Intercreditor Agreement) other Parity Lien Debt and other Priority Lien Obligations, in each case to the extent permitted to be incurred under Sections 4.09 and 4.12 of this Indenture or as otherwise permitted by the Intercreditor Agreement.

Collateral and Security Documents. The (a) In order to secure the due and punctual payment of the principal ofSecurities, premium and interest the Issuer has entered into the Security Documents to create the Note Liens and, to the extent applicable, the Parity Liens on the Notes when and as Collateral (other than the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee under this Indenture, the Notes Escrow Account and the other Security Documents, and all other amounts escrowed funds held therein) in respect of the Secured Obligations according to accordance with the terms hereunder or thereunder, shall be secured by thereof. In the event of a security interest in conflict between the Collateral as provided in terms of this Indenture and the Security Documents, which define the Security Documents shall control. (b) Each Holder of a Security, by accepting such Security, (i) agrees to all of the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the Holders, pursuant to the terms provisions of the Security Documents. Each Holder, by accepting a Note(ii) acknowledges that all Note Lien Obligations including, consents and agrees (subject to Section 4.11) without limitation, any interest that accrues after the commencement of any case, proceeding or other action relating to the terms bankruptcy, insolvency, reorganization or similar proceeding of the Security Documents (including Issuer or any of its Subsidiaries at the provisions providing contractual rate of interest provided for in the possessionrespective documentation for such Note Lien Obligations, use, release and foreclosure of Collateral) as the same may be whether or not a claim for such post-petition interest is allowed in effect any such proceeding or may be amended from time to time in accordance with their respective terms and this Indentureunder applicable law, and authorizes and (iii) directs the Indenture Trustee and the Joint Collateral Agent to enter into the Security Documents and, subject to unless violative of the provisions of this Indenturehereof and thereof, to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take execute any and all actions reasonably documents, amendments, waivers, consents, releases or other instruments required (or authorized) to cause be executed by it pursuant to the Security Documents to create and maintain at all times, as security for terms thereof. (c) In the Secured Obligations of event that the Issuer hereundershall issue Additional Notes pursuant to Section 2.2, the net proceeds from any such issuance shall be immediately deposited into an escrow account (other than the Escrow Account) pending their investment in property or assets of a valid nature or type or that are used in a Permitted Business. Such escrow account (and enforceable perfected Lien on all cash, Treasury Securities and other Collateral Investments therein) and such property or assets (collectively, the "Additional Notes Collateral") shall immediately become part of the Collateral, in favor of and the Indenture Trustee for Issuer shall, or shall cause the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform relevant Subsidiaries to, execute such collateral documents and observe its obligations under the Security Documents other instruments and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required such other measures as shall be reasonably necessary to cause the Security Documents such escrow account and such property or assets to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior become subject to the rights Note Liens securing the Note Obligations and to perfect such Liens in respect of all third Persons, such escrow account and subject to no other Liensproperty or assets, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause in the manner and to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be the extent required by the provisions of under the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressed.

Collateral and Security Documents. (a) The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a an Quarterly Payment Date, at the Maturity DateStated Maturity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all Obligations of the Company to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Notes Obligations. . (b) The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Notes Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, appoints The Bank of New York Mellon as Collateral Agent and consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Notes Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective its terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject and to bind the Holders to the provisions of this Indenture, terms thereof and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer Company shall take deliver to the Trustee (if it is not then also appointed and serving as Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 10.1, to assure and confirm to the Trustee and the Collateral Agent the Liens on the Notes Collateral contemplated hereby, by the Security Documents or by any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Company shall take, and shall cause its Subsidiaries to take, any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Notes Obligations of the Issuer hereunderCompany, a valid and enforceable perfected Lien on all of the CollateralNotes Collateral (subject to the terms of the Security Documents), in favor of the Indenture Trustee Collateral Agent for the benefit of the Holders under Trustee and the Holders. (c) Notwithstanding anything to the contrary in this Indenture or any other Security Documents. The Issuer hereby covenant (A) Document, in no event shall the Collateral Agent be responsible for, or have any duty or obligation with respect to, the recording, filing, registering, perfection, protection or maintenance of the security interests or other Liens intended to perform and observe its obligations under be created by this Indenture or the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in filing or continuation of any UCC financing or continuation statements or similar documents or instruments), nor shall the Collateral Agent be responsible for, and the Collateral Agent makes no representation regarding, the validity, effectiveness or priority of any of the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time or other Liens intended to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressedbe created thereby.

Collateral and Security Documents. The due and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payabledue, whether on a Payment Dateat Stated Maturity, at the Maturity Date, or by acceleration, repurchase, redemption acceleration or otherwise, of all monetary obligations of the Company and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee any Guarantor under this Indenture, the Notes and the other Note Security Documents, and all other amounts in respect whether for principal of or interest on the Secured Obligations according to the terms hereunder Notes, expenses, indemnification or thereunderotherwise, shall be secured by a security interest in the Collateral as provided in the Note Security Documents, which define the terms of the Liens that secure the Secured Obligations, subject to the terms of the Intercreditor Agreements. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Note Collateral Agent holds the Collateral in trust for the benefit of the HoldersSecured Parties, in each case pursuant and subject to the terms of the Note Security DocumentsDocuments and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Note Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) ), this Indenture and the Intercreditor Agreements, in each case as the same may be in effect or may be amended amended, supplemented, waived or otherwise modified from time to time in accordance with their respective terms and this Indentureterms, and authorizes and directs the Indenture Trustee Note Collateral Agent to enter into the Note Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any Pursuant and all actions reasonably required subject to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations terms of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Note Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this IndentureIntercreditor Agreements, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior Company shall deliver to the rights Note Collateral Agent copies of all third Persons, documents and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 1501, to reasonably assure and confirm to the Indenture Trustee Note Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Note Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Company shall, and therein expressed.shall cause each of the Guarantors to, use commercially reasonable efforts to take any and all actions reasonably necessary to cause the Note Security Documents to create and maintain, as security for the Secured Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral in favor of the Note Collateral Agent for the benefit of the Secured Parties, as and to the extent contemplated by the Note Security Documents and subject to the terms of the Intercreditor Agreements, including making all filings and recordings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) or recordings and taking all other similar actions as are reasonably necessary or required by the Note Security Documents or that the Note Collateral Agent may reasonably request (to the extent required under the Note Security Documents) in order to create, preserve, validate, maintain and perfect (at the sole cost and expense of the Company and the Guarantors) the security interest and liens created by the Note Security Documents in the Collateral as a perfected security interest, in each case other than with 179 1010271152v11010271152_5.doc

Collateral and Security Documents. (a) The due and punctual payment obligations of the principal of, premium and interest on Company under the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee under this Indenture, the 2019 Notes and the other Indenture will benefit from (i) the Collateral set forth in Schedule 1 and (ii) property and assets that thereafter secure the obligations of the Company under the Indenture and the 2019 Notes pursuant to any Security Documents, and all other amounts in respect (b) the payment obligations of the Secured Obligations according Relevant Guarantors under their respective Guarantees and the Indenture will benefit from (i) the Collateral set forth in Schedule 1 and (ii) property and assets that thereafter secure the obligations of the Relevant Guarantors under the Indenture or any Guarantee of the Relevant Guarantors of the 2019 Notes pursuant to any Security Documents. The Company will deliver to the terms hereunder or thereunder, shall be secured by a security interest in Trustee copies of all documents delivered to the Collateral as provided in Security Agent pursuant to the Security Documents, which define and the terms Company will, and will cause each of its Subsidiaries to, do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Liens that secure Security Documents, to assure and confirm to the Secured Obligations. The Issuer hereby acknowledges and agrees Trustee that the Indenture Trustee holds the Collateral in trust Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected liens as contemplated hereby and by the Security Documents, so as to render the same available for the security and benefit of the Indenture and of the 2019 Notes secured thereby, according to the intent and purposes herein expressed. Neither the Trustee nor the Security Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any property securing the 2019 Notes and the Guarantees of the Relevant Guarantors, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the liens or Security Documents or any delay in doing so. The Security Documents and the Collateral will be administered by the Security Agent, in each case pursuant to the Intercreditor Agreement and any Additional Intercreditor Agreement for the benefit of all Holders of 2019 Notes. (b) The Security Agent shall be the joint creditor (together with the Holders) of each and every obligation of the parties hereto under the 2019 Notes and the Indenture, and that accordingly the Security Agent will have its own independent right to demand performance by the Company of those obligations, except that such demand shall only be made with the prior written notice to the Trustee and as permitted under the Intercreditor Agreement. However, any discharge of such obligation to the Security Agent, on the one hand, or to the Trustee or the Holders, as applicable, on the other hand, shall, to the same extent, discharge the corresponding obligation owing to the other. (c) The Security Agent agrees that it will hold the security interests in the Collateral created under the Security Documents to which it is a party as contemplated by the Indenture and the Intercreditor Agreement, and any and all proceeds thereof, for the benefit of, among others, the Trustee and the Holders, without limiting the Security Agent’s rights including under Section 10.2, to act in preservation of the security interest in the Collateral. The Security Agent will, subject to being indemnified or secured in accordance with the Intercreditor Agreement, take action or refrain from taking action in connection therewith only as directed by the Trustee, subject to the terms of the Intercreditor Agreement. (d) Each Holder shall be deemed (1) to have consented and agreed to the terms of the Security Documents. Each Holder, by accepting a Notethe Intercreditor Agreement and any Additional Intercreditor Agreement (including, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including without limitation, the provisions providing for foreclosure and release of the possession, use, release Collateral and foreclosure of Collateralauthorizing the Security Agent to enter into the Security Documents on its behalf) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee Security Agent to enter into the Security Documents and, subject to the provisions of this Indenture, and to perform its obligations and exercise its rights thereunder in accordance herewith therewith, (2) to have authorized the Company, the Trustee and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all timesAgent, as security for the Secured Obligations of the Issuer hereunderapplicable, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of enter into the Security Documents, any Additional Intercreditor Agreements and the Intercreditor Agreement and to confirm be bound thereby and (3) to have irrevocably appointed and authorized the Security Agent and the Trustee to give effect to the Indenture Trustee the security interests provisions in the Collateral contemplated hereby and by the Security DocumentsIntercreditor Agreement, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressed.any

Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes and the Guarantees when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and the Guarantees and performance of all other Obligations of the Company and the Guarantors to the Holders or the Indenture Trustee Purchaser under this IndentureAgreement, the Notes Notes, the Guarantees, the Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations, subject to the terms of the Intercreditor Agreement. The Issuer Purchaser, the Company and the Guarantors hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders, Purchaser and the other Secured Parties pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) The Company shall deliver to the terms Notes Collateral Agent copies of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject to the provisions of this Indenture, to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably documents required to cause the Security Documents be filed pursuant to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 10.01, to assure and confirm to the Indenture Trustee Notes Collateral Agent the first-priority security interests interest in the Notes Priority Collateral and the second-priority lien in the ABL Priority Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture Agreement and of the Notes secured herebypursuant hereto, according to the intent and purpose purposes herein expressed. The Company shall, and therein expressedshall cause its Subsidiaries to, take any and all actions and make all filings, registrations and recordations (including the filing of Uniform Commercial Code financing statements, continuation statements and amendments thereto) in all such jurisdictions reasonably required to cause the Security Documents to create, perfect and maintain, as security for the Obligations of the Company and the Guarantors to the Purchaser under this Agreement, the Notes, the Guarantees, the Intercreditor Agreement and the Security Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents), in favor of the Notes Collateral Agent for the benefit of the Purchaser and the other Secured Parties subject to no Liens other than Liens permitted pursuant to this Agreement.

Collateral and Security Documents. The (a) On and after the Issue Date, the due and punctual payment of the principal of, premium of and interest (including additional interest, if any) on the Notes when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest (including additional interest, if any) on the Notes and performance of all other Guaranteed Obligations of the Issuers and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security DocumentsDocuments and Other Second Lien Obligations, which define the terms of the Liens that secure the Secured Guaranteed Obligations, subject to the terms of the Intercreditor Agreement. The Issuer Trustee and the Issuers hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust for the benefit of the Trustee and the Holders, pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take ; provided, however, that if any and all actions reasonably required to cause of the provisions of the Security Documents to create and maintain at all timeslimit, as security for qualify or conflict with the Secured Obligations duties imposed by the provisions of the Issuer hereunderTIA, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security DocumentsTIA shall control. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer Issuers shall do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 11.01, to assure and confirm to the Indenture Trustee Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. Holdings shall take, and therein expressedshall cause its Subsidiaries to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations and Other Second Lien Obligations of the Issuers and the Guarantors hereunder, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Collateral Agent for the benefit of the Trustee and the Holders, second in priority to any and all security interests (other than property and assets of Foreign Subsidiaries) at any time granted in the Collateral to secure the First Priority Lien Obligations. Notwithstanding the foregoing, the Intercreditor Agreement and the Security Documents may be amended from time to time to add other parties holding Other Second Lien Obligations and other First Priority Lien Obligations permitted to be incurred under Sections 4.03 and 4.12. (b) Notwithstanding the foregoing, the Capital Stock and securities of the Subsidiaries of Holdings (other than the Momentive Canada Entities) that are owned by Holdings or any Guarantor will constitute Collateral only to the extent that such Capital Stock and securities can secure the Notes without Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act (“Rule 3-10” and “Rule 3-16,” respectively) (or any other law, rule or regulation) requiring separate financial statements of such Subsidiary to be filed with the SEC (or any other governmental agency); (i) in the event that either Rule 3-10 or Rule 3-16 requires or is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any Subsidiary (other than the Momentive Canada Entities) due to the fact that such Subsidiary’s Capital Stock and securities secure the Notes, the performance of Guaranteed Obligations of the Issuers or any Guarantee, then the Capital Stock and securities of such Subsidiary shall automatically be deemed not to be part of the Collateral, but only to the extent necessary to not be subject to such requirement (and, in such event, the Security Documents may be amended or modified, without the consent of any Holder of the Notes, to the extent necessary to release the second-priority security interests on the shares of Capital Stock and securities that are so deemed to no longer constitute part of the Collateral); and (ii) in the event that either Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Capital Stock and securities to secure the Notes in excess of the amount then pledged without the filing with the SEC (or any other governmental agency) of separate financial statements of such Subsidiary, then the Capital Stock and securities of such Subsidiary shall automatically be deemed to be a part of the Collateral but only to the extent necessary to not be subject to any such financial statement requirement (and, in such event, the Security Documents may be amended or modified, without the consent of any Holder of the Notes, to the extent necessary to subject to the Liens under the Security Documents such additional Capital Stock and securities).

Collateral and Security Documents. The (a) In order to secure the due and punctual payment of the principal ofNotes, premium the Company, the Parent Guarantor and interest on the Notes when Subsidiary Guarantors have entered into and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes delivered to the Holders or Trustee the Indenture Trustee under this Indenture, the Notes Security Agreement and the other Security Documents, and all other amounts in respect each case, to which it is a party, to create the 2011 Note Liens on the Collateral in accordance with the terms thereof. Pursuant to the provisions of the Secured Obligations according to Intercreditor Agreement, the terms hereunder or thereunder, shall be secured by a security interest rights and remedies of the Trustee and the Holders of the Notes in the Collateral as provided shall be subordinate and subject to the rights and remedies of the holders of the Priority Lien Obligations under the Priority Lien Documents. In the event of a conflict between the terms of this Indenture and the Intercreditor Agreement or Security Documents, the Intercreditor Agreement and Security Documents shall control. (b) The Company, the Parent Guarantor and the Subsidiary Guarantors shall comply with all covenants and agreements contained in the Security DocumentsDocuments the failure to comply with which would have a material and adverse effect on the 2011 Note Liens purported to be created thereby. (c) Each Holder of each Note by its acceptance of that Note acknowledges and agrees that: (i) this Indenture, as originally executed and delivered by the parties hereto, does not create any Lien on any Collateral which define secures the 2011 Note Obligations under this Indenture; (ii) the Intercreditor Agreement provides that the 2011 Note Liens created by the Security Documents automatically will be released and extinguished with respect to any Collateral that is transferred or otherwise disposed of in accordance with the terms of the Liens that secure Priority Lien Documents; (iii) without the Secured necessity of any consent of or notice to the Trustee or any Holder of the Notes, the Company, the Parent Guarantor, the Subsidiary Guarantors and the Priority Lien Agent may amend, modify, supplement or terminate any Priority Lien Security Document; (iv) as among the Trustee, the Holders of the Notes, the holders of Priority Lien Obligations and the Priority Lien Agent, prior to the Discharge of Priority Lien Obligations. The Issuer hereby acknowledges , the holders of Priority Lien Obligations and agrees that the Indenture Priority Lien Agent will have the sole ability to control and obtain remedies with respect to all Collateral (including on sale or liquidation of any Collateral after acceleration of the Priority Lien Obligations) without the necessity of any consent of or notice to the Trustee holds or any Holder of the Collateral in trust Notes; and (v) without the necessity of any consent of or notice to the Trustee or any Holder of the Notes, the Company, the Parent Guarantor or any Subsidiary Guarantor may request and instruct the Priority Lien Agent to, on behalf of each holder of Priority Lien Obligations, (A) execute and deliver to the Company, the Parent Guarantor or any Subsidiary Guarantor, as the case may be, for the benefit of any Person, such release documents as may be reasonably requested, of all liens and security interests held by the HoldersPriority Lien Agent in any assets, pursuant (in which case the 2011 Note Liens on such assets shall automatically be released), and (B) deliver any such assets in the possession of the Priority Lien Agent to the Company, the Parent Guarantor or any Subsidiary Guarantor, as the case may be; provided that any such release complies with the terms of the Security Priority Lien Documents. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject to the provisions of this Indenture, to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressed.

Collateral and Security Documents. The (a) In order to secure the due and punctual payment of the principal of, premium premium, if any, and interest on the Notes and all other amounts payable by the Issuer and the Guarantors under this Indenture, the Notes and the Guarantees when and as the same shall be due and payable, whether on a Payment Dateat maturity, at the Maturity Date, or by acceleration, repurchase, redemption acceleration or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the Holders, pursuant to the terms of the Notes, the Guarantees and this Indenture, the Issuer and each of the Mortgaged Guarantors have granted security interests in and Liens on the Collateral owned by it to the Security Agent on behalf of the Secured Parties pursuant to this Indenture, the Intercreditor Agreement and the Security Documents. . (b) Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to all of the terms terms, conditions and provisions of the Security Documents (including the without limitation, provisions providing for the possession, use, release and foreclosure of Collateral) ), the Intercreditor Agreement and this Indenture, as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee pursuant to enter into the Security Documents and, subject to the provisions of this Indenture, to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, the Intercreditor Agreement and this Indenture and directs the Security Agent to confirm sign these documents. (c) Unless an Event of Default shall have occurred and be continuing, the Issuer or the applicable Mortgaged Guarantor will have the right to the Indenture Trustee the security interests remain in possession and retain exclusive control of the Collateral contemplated hereby securing the Notes or the Guarantee of such Guarantor (other than the Equity Interests of the Mortgaged Guarantors and by any Trust Monies and other than as set forth in the Security Documents), as from time to time constitutedfreely operate or use the Collateral, so as to render alter, maintain or repair the Collateral available for in the security ordinary course, and benefit to collect, invest and dispose of any income thereon. In addition, unless an Event of Default shall have occurred and be continuing, the Issuer may amend, modify, supplement, replace, extend, renew or waive any term of, or terminate, or take any other action with respect to any Assigned Right, Assigned Property and Assigned Contract comprising the Collateral to the extent not otherwise prohibited by the terms of this Indenture and of Indenture, including the Notes secured hereby, according to the intent and purpose herein and therein expressedprovisions described under Section 4.14.

Collateral and Security Documents. The due and punctual payment of the principal of, premium (if any) and interest on the Notes when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and (to the extent permitted by law) interest on the Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes Notes, the Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Second-Priority Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the Holdersobligations, pursuant subject to the terms of the Security DocumentsIntercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Trustee Collateral Agent to enter into the Security Documents and, subject to (including mortgages and deeds of trusts for the provisions of this Indenture, Real Property identified in the Security Documents) and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take ; provided, however, that if any and all actions reasonably required to cause of the provisions of the Security Documents to create and maintain at all timeslimit, as security for qualify or conflict with the Secured Obligations duties imposed by the provisions of the Issuer hereunderTIA, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security DocumentsTIA shall control. The Issuer hereby covenant (A) Issuers and Guarantors will, to perform and observe its obligations the extent required under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior subject to the rights of all third Personslimitations therein, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, done all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, which are necessary to confirm to that the Indenture Trustee the security interests Collateral Agent holds a Second-Priority Lien in the Collateral, including property that becomes Collateral contemplated hereby and by after the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressedIssue Date.

Collateral and Security Documents. The due and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee under this Indenture, the Notes Securities and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be Securities Guarantee are secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the Holders, pursuant subject to the terms of the Intercreditor Agreement. Each Holder (i) hereby consents to the subordination of the Liens securing the Securities and the Securities Guarantee on the terms set forth in the Intercreditor Agreement, (ii) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement and (iii) hereby authorizes and instructs the Collateral Agent to enter into the Intercreditor Agreement and to subject the Securities and the Securities Guarantee and the Liens securing the Securities and the Securities Guarantee to the provisions thereof. The foregoing provisions are intended as an inducement to the Senior Obligations Secured Parties (as defined the Intercreditor Agreement) to extend credit to the Company, and such Senior Obligations Secured Parties are intended third party beneficiaries of such provisions and the provisions of the Intercreditor Agreement. The Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents. Each Holder, and will do or cause to be done all such acts and things as may be required by accepting a Note, consents the next sentence of this Section 11.01 to assure and agrees (subject to Section 4.11) confirm to the terms of Collateral Agent the security interest in the Collateral contemplated hereby or by the Security Documents (including the provisions providing for the possessionor any part thereof, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms constituted, so as to render the same available for the security and this Indenturebenefit of the Securities and the Securities Guarantee according to the intent and purposes herein expressed. The Company shall take, and authorizes and directs shall cause the Indenture Trustee Guarantors to enter into the Security Documents andtake, subject to the provisions of this Indenture, to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in Securities and the Securities Guarantee, valid and enforceable Liens on all material portions of the Collateral (subject to the terms of this First Supplemental Indenture, the Notes applicable Security Documents and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the CollateralIntercreditor Agreement), in favor of the Indenture TrusteeCollateral Agent for the benefit of the Holders, superior to and prior perfected to the rights of all third Persons, extent contemplated by the applicable Security Documents and immediately junior in priority in accordance with the Intercreditor Agreement (subject to no other Permitted Collateral Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause ) to be done, any and all Liens at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests any time granted in the Collateral contemplated hereby and by to secure the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressedPriority Lien Obligations.

Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes Securities when and as the same shall be due and payable, whether on a an Payment Date, at the Maturity DateStated Maturity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes Securities and performance of all other Guaranteed Obligations of the Issuer and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes Securities, the Intercreditor Agreements and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Guaranteed Obligations, subject to the terms of the Intercreditor Agreements (if any). The Trustee and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Notes Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreements. Each Holder, by accepting a NoteSecurity, appoints [·] as Collateral Agent and consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Notes Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject and the Intercreditor Agreements and to bind the Holders to the provisions of this Indenture, terms thereof and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take deliver to the Trustee (if it is not then also appointed and serving as Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01, to assure and confirm to the Trustee and the Collateral Agent the Liens on the Notes Collateral contemplated hereby, by the Security Documents or by any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein expressed. The Issuer shall take, and shall cause the Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected Lien on all of the CollateralNotes Collateral (subject to the terms of the Security Documents and the Intercreditor Agreements), in favor of the Indenture Trustee Collateral Agent for the benefit of the Trustee and the Holders under the Security Documents. The Issuer hereby covenant (A) Notwithstanding anything to perform and observe its obligations under the contrary in this Indenture or any other Security Document, in no event shall the Collateral Agent be responsible for, or have any duty or obligation with respect to, the recording, filing, registering, perfection, protection or maintenance of the security interests or other Liens intended to be created by this Indenture or the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in filing or continuation of any UCC financing or continuation statements or similar documents or instruments), nor shall the Collateral Agent be responsible for, and the Collateral Agent makes no representation regarding, the validity, effectiveness or priority of any of the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time or other Liens intended to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressedbe created thereby.

Collateral and Security Documents. The (a) As general and continuing collateral security for the due and punctual payment satisfaction of all Obligations of the principal of, premium Company and interest on the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee Note Guarantors under this Indenture, the Notes and the Note Guarantees and the due performance by the Company and the Note Guarantors, if any, of their other Security DocumentsObligations hereunder and thereunder, the Company and the Note Guarantors have entered into, and all other amounts in respect of the Secured Obligations according Company and any Note Guarantor, to the terms hereunder extent required by Section 3.11, 3.14 or thereunder, shall be secured by a security interest in the Collateral as provided in 3.15 hereof and the Security Documents, which define may enter into, Security Documents to grant Liens (subject to Permitted Liens) on the terms of Collateral. (b) Subject to Section 3.19, the Liens Company and the Note Guarantors represent, covenant and agree that secure they shall have at all times full right, power and lawful authority to grant, bargain, sell, release, convey, hypothecate, assign, mortgage, pledge, transfer and confirm the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds property constituting the Collateral in trust for the benefit of the Holders, pursuant to the terms Security Documents to which such Persons are party, free and clear of all Liens (other than Permitted Liens), and that (i) they will forever warrant and defend the title to the same against the claims of all Persons (except as to Permitted Liens), (ii) they will execute, acknowledge and deliver to the Trustee such further assignments, transfers, assurances or other instruments as necessary to perfect the security interests created under this Indenture and the Security DocumentsDocuments or as the Trustee may reasonably require and (iii) they will do or cause to be done all such acts necessary or as may be reasonably required by the Trustee, to confirm to the Trustee such Lien on the Collateral, or any part thereof. The Company and the Note Guarantors further covenant and agree that each Security Document, as applicable, creates or will create (when delivered) a valid and first-ranking security interest (subject to Permitted Liens) (which shall be a perfected security interest to the extent required by the applicable Security Document) in the Collateral subject thereto. (c) Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) all of the terms and provisions of the Security Documents, as the same may be amended from time to time pursuant to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents andon its behalf and on behalf of such Holder, subject to appoint collateral agents to serve as collateral agents and representatives of the provisions of this Indenture, Trustee and such Holder thereunder and in accordance therewith and to perform its obligations and exercise its rights thereunder and in accordance herewith and therewith. The Issuer Company shall take deliver to the Trustee copies of all documents delivered to such collateral agents pursuant to the Security Documents, and shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee and the collateral agents the security interest in the Collateral contemplated by this Indenture, the Security Documents or any part hereof or thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and Note Guarantees secured thereby, according to the intent and purposes herein and therein expressed. The Company shall take, upon the written request of the Trustee (to the extent the Trustee is permitted to make such request under the Security Documents), any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in obligations of the Company under this Indenture, the Notes and the other Security DocumentsNote Guarantees, a valid and enforceable, enforceable perfected (except as expressly provided herein or therein) Lien on and security interests interest in and on all of the Collateral, in favor of the Indenture collateral agents for the benefit of the Holders, the Trustee and other Persons for whose benefit the collateral agents or Trustee, superior as applicable, acts pursuant to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressed.

Collateral and Security Documents. The (a) Upon consummation of the Merger and the execution and delivery of a supplemental indenture in the form of Exhibit D-1 hereto, the due and punctual payment of the principal of, premium (if any), and interest on the Notes when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and (to the extent permitted by law) interest on the Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Second Lien Agent under this Indenture, the Notes Notes, the Intercreditor Agreements and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a second priority security interest interests in the Collateral as to which the lenders under the Term Loan Credit Agreement have a first priority security interest (such Collateral herein called the “Term Loan Collateral”) and by third priority security interests in the portion of the Collateral as to which the lenders under the ABL Credit Agreement have a first priority security interest (such Collateral herein called the “ABL Collateral”) in favor of the Second Lien Agent on behalf of itself, the Trustee and the Holders and as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the Holdersobligations, pursuant subject to the terms of the Security Documents. Intercreditor Agreements. (b) Each Holder, by accepting a Note, (i) irrevocably appoints the Second Lien Agent to act as its agent under the Security Documents and (ii) consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including and the provisions providing for the possession, use, release and foreclosure of Collateral) Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their respective terms and this IndentureIndenture and the Intercreditor Agreements, and authorizes and directs the Indenture Trustee Second Lien Agent to enter into the Security Documents and, subject to (including mortgages and deeds of trusts for the provisions of this Indenture, Real Property identified in the Security Documents) and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. . (c) The Issuer Issuers shall take any and deliver to the Second Lien Agent copies of all actions reasonably required documents pursuant to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions of the Security Documentsthis Section 15.01(c), to assure and confirm to the Indenture Trustee Second Lien Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein and therein expressed. (d) The Issuers shall, and shall cause their respective Subsidiaries to, take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations under this Indenture and the Notes, a valid and enforceable perfected second priority Lien and security interest in and on all of the Term Loan Collateral and a valid and enforceable perfected third priority Lien and security interest in and on all of the ABL Collateral (subject, in each case, to the terms of the Intercreditor Agreements), in favor of the Second Lien Agent for its benefit and the benefit of the Trustee and the Holders. The Issuers shall, and shall cause their respective Subsidiaries, and each Subsidiary shall, make all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) or recordings and take all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers and their respective Subsidiaries) the second priority security interest created by the Security Documents in the Term Loan Collateral and the third priority security interest created by the Security Documents in the ABL Collateral (in each case, other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected second priority security interest in the Term Loan Collateral and as a perfected third priority security interest in the ABL Collateral, subject only, in each case, to Permitted Liens.

Collateral and Security Documents. The (a) In order to secure the due and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee under this IndentureNotes, the Notes Issuer, the Guarantors and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder Subordinated Guarantor have entered or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the Holders, pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to will enter into the Security Documents and, subject to create the provisions Second Priority Liens on the Collateral in accordance with the terms thereof. In the event of a conflict between the terms of this Indenture, to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents and the Intercreditor Agreement, the Security Documents and the Intercreditor Agreement shall control. (b) Each Holder of a Note, by accepting such Note, agrees to create all of the terms and maintain at all timesprovisions of the Security Documents and the Intercreditor Agreement. (c) From and after the Issue Date, if the Issuer, any Guarantor or the Subordinated Guarantor creates any additional security interest in or Lien on any asset or property to secure any First Priority Obligation, it must, unless (i) such asset or property is within the meaning of Excluded Collateral or (ii) the financial statements described in the second sentence of the definition of Excluded Collateral would be required as a result of such grant, concurrently grant, pursuant to the Security Documents, a Second Priority Lien (subject only to First Priority Liens and Permitted Liens), to the same extent as the Second Priority Liens granted on the Issue Date, upon such asset or property as security for the Secured Obligations Notes, the Guarantees and the Subordinated Guarantee and take all such actions (including the filing and recording of financing statements, Mortgages and other documents) that may be required under any applicable law, or which the Collateral Agent or Trustee may reasonably request to perfect such Second Priority Lien, all at the expense of the Issuer hereunderIssuer, the Guarantors and the Subordinated Guarantor, including reasonable fees and expenses of counsel incurred by the Trustee and the Collateral Agent in connection therewith. If granting or perfecting any Second Priority Lien described in the previous sentence requires the consent of a valid and enforceable third party, the Issuer, such Guarantor or the Subordinated Guarantor, as the case may be, will use commercially reasonable efforts to obtain such consent with respect to the granting or perfecting of such Second Priority Lien, but if the third party does not consent to the granting or perfecting of the Second Priority Lien after the use of commercially reasonable efforts, none of the Issuer, the Guarantors or the Subordinated Guarantor will be required to do so. Also, if a Second Priority Lien in the asset or property to be subject to such Second Priority Lien cannot be granted or perfected under applicable law, none of the Issuer, the Guarantors or the Subordinated Guarantor will be required to grant such Second Priority Lien. The Issuer, such Guarantor or the Subordinated Guarantor, as the case may be, will have 60 days after the date such supplemental indenture shall be signed to complete those actions required to perfect the Second Priority Liens on the portion (if any) of such assets or property consisting of real property. To the extent consents are required from third parties in order to grant or perfect a Second Priority Lien on all such real property, the Issuer, such Guarantor or the Subordinated Guarantor, as the case may be, shall have 90 days after the date of such supplemental indenture to obtain any such consent; PROVIDED, HOWEVER, that if the third party does not consent to such a waiver, after the use of commercially reasonable efforts on the part of such Subsidiary, then none of the CollateralIssuer, the Guarantors or the Subordinated Guarantor will be required to grant or perfect a Second Priority Lien on such property. Finally, to the extent a separate notation in favor of the Indenture Trustee Collateral Agent for the benefit of the Holders as holders of Second Priority Liens is required by law to be noted on a certificate of title issued under the Security Documentscertificate of title or similar laws of any state for any such asset or property, the Issuer, such Guarantor or the Subordinated Guarantor shall have nine months from the date of such supplemental indenture to perfect such Second Priority Lien; PROVIDED that the Subordinated Guarantor has no obligation to obtain any such certificate of title unless required to do so under the Credit Agreement. The Issuer hereby covenant (A) shall, and shall cause each Guarantor and the Subordinated Guarantor, to perform and observe its comply with their obligations under the Security Documents and (BSection 5(k) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressedPurchase Agreement.

Collateral and Security Documents. The due and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee under this Indenture, the Notes Securities and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be Subsidiary Guarantees are secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the Holders, pursuant subject to the terms of the Intercreditor Agreement. Each Holder (a) hereby consents to the subordination of the Liens securing the Securities and the Subsidiary Guarantees on the terms set forth in the Intercreditor Agreement, (b) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement and (c) hereby authorizes and instructs the Collateral Agent to enter into the Intercreditor Agreement and to subject the Securities and the Subsidiary Guarantees and the Liens securing the Securities and the Subsidiary Guarantees to the provisions thereof. The foregoing provisions are intended as an inducement to the Senior Obligations Secured Parties (as defined the Intercreditor Agreement) to extend credit to the Company, and such Senior Obligations Secured Parties are intended third party beneficiaries of such provisions and the provisions of the Intercreditor Agreement. The Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents. Each Holder, and will do or cause to be done all such acts and things as may be required by accepting a Note, consents the next sentence of this Section 11.01 to assure and agrees (subject to Section 4.11) confirm to the terms of Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby or by the Security Documents (including the provisions providing for the possessionor any part thereof, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms constituted, so as to render the same available for the security and benefit of this IndentureIndenture and of the Securities and the Subsidiary Guarantees according to the intent and purposes herein expressed. The Company shall take, and authorizes and directs shall cause the Indenture Trustee Subsidiary Guarantors to enter into the Security Documents andtake, subject to the provisions of this Indenture, to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes Securities and the other Security DocumentsSubsidiary Guarantees, a valid and enforceable, perfected (except as expressly provided herein or therein) enforceable Lien and security interests interest in and on all material portions of the CollateralCollateral (subject to the terms of the Intercreditor Agreement), in favor of the Indenture TrusteeCollateral Agent for the benefit of the Holders, superior to and prior perfected to the rights of all third Persons, extent contemplated by the applicable Security Documents and immediately junior in priority (subject to no other Permitted Collateral Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause ) to be done, at its sole cost any and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests at any time granted in the Collateral contemplated hereby to secure the Priority Lien Obligations and by the Security Documents, as from time equal in priority (subject to time constituted, so as to render the Permitted Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressedLiens) with any Other Pari Passu Lien Obligations.