Common use of Security Documents Clause in Contracts

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, 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 Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor Agreement.

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, and interest on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law)of, premium, if any, and interest on the Notes and any Note Guarantee and performance of all other obligations Notes Obligations of the Issuer and any Guarantor the Guarantors to the Holders of NotesHolders, the Trustee and or the Security Collateral Agent under this Indenture, the Notes Notes, the Guarantees, the Intercreditor Agreements and any Note Guaranteethe Security Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Security Documents, which define the terms of the Liens that secure the Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee and the Issuer hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of itself, the Holders and the Trustee and pursuant to the terms of the Security Documents and the Intercreditor AgreementAgreements. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure of Collateral) and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Security Collateral Agent to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will shall deliver to the Trustee Collateral Agent copies of all documents delivered required to be filed pursuant to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which reasonably required by the Security Agent from time to time may reasonably requestnext sentence of this Section 12.01, to assure and confirm to the Trustee that Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each takeshall, and will shall cause their respective the Restricted Subsidiaries to of the Issuer to, take (including as may be requested by the Trustee) any and all actions reasonably and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Notes Obligations of the Issuer and any Guarantor hereunderthe Guarantors to the Trustee, in respect the Collateral Agent and the Holders of the CollateralNotes under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Security Documents (to the extent required hereby and thereby), a valid and enforceable perfected Liens Lien and security interest in and on such all of the Collateral ranking in right and priority (subject to the terms of payment as set forth in the Intercreditor Agreement Agreements and the Security Documents), in favor of the Collateral Agent for the benefit of itself, the Holders and the Trustee subject to no other Liens other than as permitted by Permitted Liens, and to otherwise comply with the terms requirements of this Indenture and the Intercreditor AgreementCollateral Requirement.

Security Documents. (a) The due and punctual payment of the Obligations, including payment of the principal of, interest, Additional Amounts and premiumpremium on, if any, on and interest on, the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law)of, premium on, if any, and interest on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Collateral Security Documents which the Issuers and Guarantors have entered into simultaneously with the execution of this Indenture and will be secured by Security Documents hereafter delivered as required by this Indenture. The Trustee and the Intercreditor Agreement. Issuers hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee, in each case pursuant and subject to the terms of the Security Documents. (b) Each Holder of NotesHolder, by its acceptance thereof, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for possession, use, release and foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalfterms of the Intercreditor Agreement) as the same may be in effect or may be amended from time to time in accordance with its terms and the terms of this Indenture and agrees that it will not contest or support any other person in contesting, in any proceeding (including any insolvency or liquidation proceeding), the perfection, priority, validity or enforceability of a Lien held by or on behalf of any other holder of First-Priority Obligations in all or any part of the Collateral. Each Holder, by its acceptance thereof, (i) authorizes the Trustee to appoint the Notes Authorized Representative to act on its behalf as the Notes Authorized Representative under this Indenture and the Security Documents, (ii) authorizes the Trustee and the Notes Authorized Representative to appoint the Collateral Agent to act on its behalf as the Collateral Agent under this Indenture, the Security Agreement and under each of the other Security Documents, (iii) authorizes and directs the Security Collateral Agent to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, therewith and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of (iv) authorizes the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by Notes Authorized Representative to authorize the Collateral Documents Agent to take such actions on its behalf and the Intercreditor Agreement, so to exercise such powers as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according are delegated to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted Agent by the terms of the Security Agreement and the other Security Documents, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any grantor thereunder to secure any of the First-Priority Obligations, together with such powers and discretion as are reasonably incidental thereto. (c) Each Holder, by its acceptance thereof, authorizes the Collateral Agent, the Notes Authorized Representative and the Trustee, as applicable, to enter into the Intercreditor Agreement (or, if such agreement is terminated, any substantially identical intercreditor agreement on behalf of, and binding with respect to, the Holders and their interest in designated assets, in connection with the incurrence of any First-Priority Obligations). The Collateral Agent or the Notes Authorized Representative, as applicable, will enter into any such future intercreditor agreement at the request of the Issuers, provided that the Issuers will have delivered to the Collateral Agent or the Notes Authorized Representative, as the case may be, an Officer’s Certificate and Opinion of Counsel to the effect that such other intercreditor agreement is authorized or permitted by this Indenture and the Intercreditor AgreementSecurity Documents and that all conditions precedent thereto have been met or waived.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, and interest on the Notes and any Note Guarantee when and as the same shall be due and payabledue, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwiseotherwise and whether by the Issuer pursuant to the Notes or by any Guarantor pursuant to its Note Guarantees, the payment of all secured obligations under the Security Documents, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent Guarantors under this Indenture, the Notes Notes, the Note Guarantees and any Note Guaranteethe Security Documents are secured by Liens on the Collateral in favor of the Collateral Agent for the benefit of the Trustee and the Holders prior to all other Liens except for Permitted Liens, according to as provided in the terms hereunder or thereunderSecurity Documents, are and shall be secured as provided in the Collateral Security Documents hereafter delivered as required or permitted by this Indenture. The Trustee, the Issuer and the Intercreditor AgreementGuarantors hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the ratable benefit of the Trustee and the Holders and the other secured parties under the Security Document as provided therein and enforcing their rights (in their capacity as such) with respect to the Collateral, in each case pursuant to the terms of the Security Documents. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalfCollateral) as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture and the applicable Security Documents, and authorizes and directs the Security Collateral Agent to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will shall deliver to the Trustee copies of Collateral Agent all documents required to be delivered pursuant to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, shall do or cause to be done all such acts and things as may be required, or which reasonably required by the Security Agent from time to time may reasonably requestnext sentence of this Section 7.01(a), to assure and confirm to the Trustee that Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured herebythereby, according to the intent and purposes herein therein expressed. The Issuer and any Guarantor will each takeshall, and will shall cause their respective Restricted Subsidiaries to take each Guarantor to, and each Guarantor shall, make all filings (including filings of continuation statements and amendments to Uniform Commercial Code financing statements) and take all other actions as may be requested are required by the Trustee) any Security Documents to maintain (at the sole cost and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations expense of the Issuer and any Guarantor hereunder, Guarantors) the security interest created by the Security Documents in respect the Collateral in favor of the Collateral, Collateral Agent for the benefit of the Trustee and the Holders as a valid and enforceable first priority perfected lien and security interest, subject only to Permitted Liens. (b) Neither the Issuer nor any Guarantor shall take or omit to take any action that would materially adversely affect or impair the Liens in favor of the Collateral Agent for the benefit of the Trustee and on such the Holders with respect to the Collateral. Neither the Issuer nor any Guarantor shall enter into any agreement that requires the proceeds received from any sale of Collateral ranking in right and priority to be applied to repay, redeem, defease or otherwise acquire or retire any Indebtedness of payment as set forth in the Intercreditor Agreement and subject to no other Liens any Person, other than as permitted by this Indenture, the terms of this Indenture Notes, the Note Guarantees and the Intercreditor AgreementSecurity Documents.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, and interest on the Notes and any Note Guarantee when and as the same shall be due and payabledue, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwiseotherwise and whether by the Issuer pursuant to the Notes or by any Guarantor pursuant to its Note Guarantees, the payment of all secured obligations under the Security Documents, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent Guarantors under this Indenture, the Notes Notes, the Note Guarantees, the Registration Rights Agreement and any Note Guaranteethe Security Documents are secured by Liens on the Collateral in favor of the Collateral Agent for the benefit of the Trustee and the Holders prior to all other Liens except for Permitted Liens, according to as provided in the terms hereunder or thereunderSecurity Documents, are and shall be secured as provided in the Collateral Security Documents hereafter delivered as required or permitted by this Indenture. The Trustee, the Issuer and the Intercreditor AgreementGuarantors hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the ratable benefit of the Trustee and the Holders and the other secured parties under the Security Document as provided therein and enforcing their rights (in their capacity as such) with respect to the Collateral, in each case pursuant to the terms of the Security Documents. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalfCollateral) as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture and the applicable Security Documents, and authorizes and directs the Security Collateral Agent to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will shall deliver to the Trustee copies of Collateral Agent all documents required to be delivered pursuant to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, shall do or cause to be done all such acts and things as may be required, or which reasonably required by the Security Agent from time to time may reasonably requestnext sentence of this Section 12.01(a), to assure and confirm to the Trustee that Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured herebythereby, according to the intent and purposes herein therein expressed. The Issuer and any Guarantor will each takeshall, and will shall cause their respective Restricted Subsidiaries to take each Guarantor to, and each Guarantor shall, make all filings (including filings of continuation statements and amendments to Uniform Commercial Code financing statements) and take all other actions as may be requested are required by the Trustee) any Security Documents to maintain (at the sole cost and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations expense of the Issuer and any Guarantor hereunder, Guarantors) the security interest created by the Security Documents in respect the Collateral in favor of the Collateral, Collateral Agent for the benefit of the Trustee and the Holders as a valid and enforceable first priority perfected lien and security interest, subject only to Permitted Liens. (b) Neither the Issuer nor any Guarantor shall take or omit to take any action that would materially adversely affect or impair the Liens in favor of the Collateral Agent for the benefit of the Trustee and on such the Holders with respect to the Collateral. Neither the Issuer nor any Guarantor shall enter into any agreement that requires the proceeds received from any sale of Collateral ranking in right and priority to be applied to repay, redeem, defease or otherwise acquire or retire any Indebtedness of payment as set forth in the Intercreditor Agreement and subject to no other Liens any Person, other than as permitted by this Indenture, the terms of this Indenture Notes, the Note Guarantees and the Intercreditor AgreementSecurity Documents.

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts premium and premium, if any, interest on the Notes and any Note Guarantee Securities when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee Securities and performance of all other obligations Obligations of the Issuer and any Guarantor the Guarantors to the Holders of Notes, or the Trustee and the Security Agent under this Indenture, the Notes Securities, the Guarantees, the Intercreditor Agreement and any Note Guaranteethe Security Documents, according to the terms hereunder or thereunderthereunder (including any interest accruing subsequent to the filing of a petition in bankruptcy, are reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), shall be secured by a pledge of a perfected security interest in the Collateral in favor of the Collateral Agent on its behalf and on behalf of the Trustee and the Holders as provided in the Security Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the Intercreditor Agreement. The Trustee and the Issuer hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of the Security Documents and the Intercreditor Agreement. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture and the Intercreditor Agreement, and authorizes and directs the Security Collateral Agent to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will shall deliver to the Trustee Collateral Agent copies of all documents delivered required to be filed pursuant to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which reasonably required by the Security Agent from time to time may reasonably requestnext sentence of this Section 11.01, to assure and confirm to the Trustee that Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee Securities secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each takeshall, and will shall cause their respective Restricted the Subsidiaries to of the Issuer to, take (including as may be requested by the Trustee) any and all actions reasonably and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunderthe Guarantors to the Secured Parties under this Indenture, in respect of the CollateralSecurities, the Guarantees, the Intercreditor Agreement and the Security Documents, a valid and enforceable perfected Liens first priority Lien and security interest in and on such all of the Collateral ranking in right and priority (subject to the terms of payment as set forth in the Intercreditor Agreement and the Security Documents), in favor of the Collateral Agent for the benefit of the Holders and the Trustee subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementPermitted Liens.

Security Documents. The due If any Lender shall at any time obtain any payment or other recovery (whether voluntary, involuntary, or otherwise) under a Security Document (each date on which a Lender receives any such payment or recovery is herein called a “Determination Date”) in excess of its Proportionate Share calculated as of such date of payments or other recoveries then or therewith obtained by all Lenders under a Security Document, such Lender shall purchase from the other Lenders such participation(s) in the Indebtedness (and punctual payment interest thereon) of the principal ofCompany held by such other Lenders that is secured by the Security Documents, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payablenecessary to cause such purchasing Lender to share such payment or other recovery ratably with such selling Lenders; provided, whether on an interest however, that if all or any portion of such payment dateor other recovery is thereafter recovered from such purchasing Lender, at maturity, by acceleration, repurchase, redemption or otherwisethe purchase shall be rescinded, and interest on the overdue principal of and interest and Additional Amounts (each selling Lender shall repay to the extent permitted by law)purchasing Lender the purchase price, if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders ratable extent of Notessuch recovery, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, together with an amount equal to such selling Lender’s ratable share (according to the terms hereunder or thereunder, are secured as provided in proportion of (x) the Collateral Documents and the Intercreditor Agreement. Each Holder amount of Notes, by its acceptance thereof, consents and agrees such selling Lender’s required repayment to the terms purchasing Lender to (y) the total amount so recovered from the purchasing Lender) of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect interest or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do other amount paid or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, 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 payable by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, purchasing Lender in respect of the Collateraltotal amount so recovered. Notwithstanding the foregoing, valid if a Swap Amount is not due and enforceable perfected Liens owing on a Determination Date or does not actually become due and owing within 30 days of such Determination Date, and as a result of the inclusion of the Swap Amount in calculating a Swap Lender’s Proportionate Share, such Swap Lender receives a greater portion of any payment or other recovery with respect to the Collateral under any Security Documents than it would have if the Swap Amount had not been included in such calculation (such amount is herein called a “Security Document Excess Amount”), then such Swap Lender shall immediately purchase from each other Lender such participation(s) in the Indebtedness (and interest thereon) of the Company held by such other Lender that is secured under such other Lender’s Security Document in an amount equal to such other Lender’s Proportionate Share as of such Determination Date (after being recalculated to exclude the Swap Amount) of the Security Document Excess Amount plus such other Lender’s Proportionate Share of any interest earned by the Swap Lender on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementSecurity Document Excess Amount.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts premium and premium, if any, interest on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations Obligations of the Issuer Company and any Guarantor the Guarantors to the Holders of Notes, or the Trustee and the Security Agent under this Indenture, the Notes Notes, the Subsidiary Guarantees and any Note Guaranteethe Security Documents, according to the terms hereunder or thereunder, are shall be secured 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 Trustee, the Company and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and the Intercreditor AgreementAgreements. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure of Collateral) and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Security Notes Collateral Agent to enter into the Collateral Documents and Security Documents, the First Lien Intercreditor Agreement and any additional intercreditor agreement the First Lien/Second Lien Intercreditor Agreement on the Issue Date and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement and any of the other Security Documents, the applicable Intercreditor Agreement shall control. Each Holder, by its acceptance of a Note, (a) agrees that it will be subject to and bound by and will take no actions contrary to the provisions of the First Lien Intercreditor Agreement or the First Lien/Second Lien Intercreditor Agreement and (b) authorizes and instructs the Notes Collateral Agent to enter into the First Lien Intercreditor Agreement and the First Lien/Second Lien Intercreditor Agreement on the Issue Date as the Notes Collateral Agent, and on behalf of such Holder, including without limitation, making the representations of the Holders contained therein. The Issuer will Company shall deliver to the Trustee Notes Collateral Agent copies of all documents delivered required to be filed pursuant to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which reasonably required by the Security Agent from time to time may reasonably requestnext sentence of this Section 12.01, to assure and confirm to the Trustee that Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer Company and any Guarantor will each takethe Guarantors shall, at their sole expense, take all actions and will cause their respective Restricted Subsidiaries to take make all filings (including as filing Uniform Commercial Code (including amendments and continuation statements) and other financing statements, mortgages and deeds of trust) that may be requested by required under applicable law, or that the Trustee) any Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintainpriority (or continuance thereof), as security for the Obligations of Company and the Issuer Guarantors to the secured parties under this Indenture, the Notes, the Subsidiary Guarantees, the Intercreditor Agreements and any Guarantor hereunderthe Security Documents, in respect of the Collateral, a valid and enforceable perfected Liens Lien and security interest in and on such all of the Collateral ranking in right and priority (subject to the terms of payment as set forth in the Intercreditor Agreement Agreements and the Security Documents), in favor of the Notes Collateral Agent for the benefit of the Holders and the Trustee subject to no other Liens other than as permitted Permitted Liens. (b) It is understood and agreed that prior to the Discharge of First Lien Obligations that are Credit Agreement Obligations, to the extent that the First Lien Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, surveys, legal opinions or other deliverables with respect to, particular assets or the provision of any guarantee by any Subsidiary (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) where it determines that such action cannot be accomplished without undue effort or expense by the terms time or times at which it would otherwise be required to be accomplished by the Senior Credit Facilities), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the First Lien Collateral Agent in respect of any such matters under the Senior Credit Facilities shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Intercreditor AgreementSecurity Documents.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, and interest on the Notes and any the obligations of Guarantors under the Note Guarantee Guaranties when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturityStated Maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee Guaranty and performance of all other obligations Obligations of the any Issuer and any Guarantor to the Holders of Notes, Notes or the Trustee and the Security Collateral Agent under this Indenture, the Notes and Notes, any Note GuaranteeGuaranty, or other Note Documents according to the terms hereunder or thereunderthereunder (collectively, the “Secured Obligations”), are secured by Liens on the Collateral as provided in the Collateral Documents and the Intercreditor Agreement. Security Documents. (b) Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (includingSecurity Documents, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Collateral Agent (and, if applicable, the Trustee) to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. . (c) The Issuer will Issuers shall deliver to the Trustee copies of all documents delivered to the Security Collateral Agent pursuant to the Collateral Security Documents, and the Issuer and the Parent willIssuers shall, and the Parent will Guarantor shall cause each of its Restricted Subsidiaries to, to do or cause to be done all such acts and things as may be requirednecessary or proper, or as may be required by the provisions of the Security Documents, or which the Security Collateral Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Collateral Agent holds, for the benefit of itself, the Trustee Holders of the Notes and the HoldersTrustee, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor AgreementSecurity Documents, so as to render the same available for the security and benefit of this the Indenture and of the Notes and any Note Guarantee Guaranty secured herebythereby, according to the intent and purposes herein expressed. The Any Issuer and any Guarantor will shall each take, and will the Parent Guarantor shall cause their respective Restricted its Subsidiaries to take (including as may be requested by the Trustee) take, any and all actions reasonably required or reasonably requested by the Trustee or the Collateral Agent to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the any Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected second-priority Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of the Indenture. (d) The Collateral Agent agrees that it will hold the security interests in Collateral created under the Security Documents to which it is a party as contemplated by the Indenture in accordance with the Security Documents, and any and all proceeds thereof, for the benefit of, among others, the Trustee and the Holders of the Notes. The Collateral Agent shall (subject to being indemnified and/or secured to its satisfaction) take action or refrain from taking action with respect to the Notes in connection therewith only as directed by the Trustee or Holders holding a majority in aggregate outstanding principal amount of the Notes. (e) Each Holder, by accepting a Note, shall be deemed (i) to have authorized the Collateral Agent and the Trustee, as applicable, to enter into the Security Documents, (ii) to have agreed to be bound thereby and (iii) to appoint the Collateral Agent or the Trustee, as the case may be, as its agent under the Security Documents and to authorize it to act as such. (f) The Trustee hereby acknowledges that the Collateral Agent is authorized to act under the Security Documents on behalf of the Trustee and the Holders. The Collateral 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 enter into the Security Documents, on behalf of the Holders of the Notes and the Trustee, together with all rights, powers and discretions as are reasonably incidental thereto or necessary to give effect to the trusts created thereunder. The Collateral Agent shall, however, at all times be entitled to seek directions from the Trustee or the Holders and shall, subject to the Collateral Agent being indemnified and/or secured to its satisfaction, be obligated to follow those directions if given. The Collateral Agent hereby accepts its appointment as collateral agent for the Holders and the Trustee under the Security Documents, and its authorization to so act on such Holders’ and the Trustee’s behalf in accordance with the terms of the Indenture. (g) Notwithstanding any other provision of this Indenture or any other Note Document, neither the Trustee nor the Collateral Agent shall have any responsibility for the validity, perfection, sufficiency, adequacy, priority or enforceability of any Lien or Security Document or other security interest, and shall have no obligation to take any action to procure or maintain such validity, perfection, sufficiency, adequacy, priority or enforceability, including without limitation no responsibility to make any filings to perfect or maintain the Intercreditor Agreementperfection of the Collateral Agent’s security interest in the Collateral.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts premium and premium, if any, interest on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations Obligations of the Issuer Company and any Guarantor the Guarantors to the Holders of NotesHolders, Trustee, or the Trustee and the Security Notes Collateral Agent under this Indenture, the Notes Notes, the Guarantees, the Intercreditor Agreements and any Note Guaranteethe Security Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Security Documents, which define the terms of the Liens that secure Secured Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the security interest in the Collateral for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and the Intercreditor AgreementAgreements. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure of Collateral) and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Security Notes Collateral Agent to enter into the Collateral Documents and Security Documents, the Equal Priority Intercreditor Agreement and any additional intercreditor agreement the Junior Priority Intercreditor Agreement on the Effective Date and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Security Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Issuer will Company shall deliver to the Trustee Notes Collateral Agent copies of all documents delivered required to be filed pursuant to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be requiredreasonably required by the next sentence of this Section 12.01, or which to confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent Documents or any part thereof, as from time to time may reasonably request, 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 Collateral Documents and the Intercreditor Agreementconstituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer Company and any Guarantor will each takethe Guarantors shall, and will cause at their respective Restricted Subsidiaries to sole expense, take all actions (including as filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be requested required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to ensure the creation, perfection and priority (or continuance thereof) of the security interests created or intended to be created by the TrusteeSecurity Documents in the Collateral. Such security interests will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory to the Notes Collateral Agent. (b) It is understood and agreed that, to the extent that the Controlling Collateral Agent (if other than the Notes Collateral Agent) is satisfied with, or agrees to any and all actions reasonably deliveries or documents required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, be provided in respect of any matters relating to, the CollateralCollateral or makes any determination in respect of any matters relating to the Collateral (including, valid without limitation, extensions of time or waivers for the creation and enforceable perfected Liens perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Effective Date)), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and on the judgment of the Controlling Collateral Agent in respect of any such matters under the Senior Credit Agreement shall be deemed to be the judgment of the Notes Collateral ranking Agent in right and priority respect of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of such matters under this Indenture and the Intercreditor AgreementSecurity Documents.

Security Documents. The EFIH’s Guarantee of the due and punctual payment of the principal ofprincipal, interest, Additional Amounts and premium, if any, and interest on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of principal, premium, if any, and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations Obligations of the Issuer and any Guarantor EFIH to the Holders of Notes, Notes or the Trustee under this Indenture and the Security Agent under this IndentureNotes (including, the Notes and any Note Guaranteewithout limitation, its Guarantee thereof), according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents Pledge Agreement and the Intercreditor Collateral Trust Agreement, which EFIH has entered into simultaneously with the execution of this Indenture and the forms of which are attached hereto as Exhibit F and Exhibit G, respectively. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Pledge Agreement and any additional intercreditor agreement Collateral Trust Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalfCollateral) as the same may be in effect or may be amended from time to time in accordance with its their terms and authorizes and directs the Security Agent Collateral Trustee and/or the Trustee (as the case may be) to enter into the Pledge Agreement, the Collateral Documents and the Intercreditor Trust Agreement and any additional intercreditor agreement other Security Document and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will EFIH, at its own expense, shall deliver to the Trustee copies of all documents delivered to the Security Agent Collateral Trustee pursuant to the Pledge Agreement and Collateral DocumentsTrust Agreement, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, shall do or cause to be done all such acts and things as may be requirednecessary or proper, or which as may be required by the Security Agent from time to time may reasonably requestprovisions of the Pledge Agreement or the Collateral Trust Agreement, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee and the HoldersCollateral Trustee the security interest in the Collateral contemplated hereby, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor AgreementPledge Agreement 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 and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each Subject to the terms of the Pledge Agreement, EFIH, at its own expense, shall take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by upon request of the Trustee) , any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Pledge Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor EFIH hereunder, in respect of the Collateral, a valid and enforceable perfected Liens Lien in and on such all the Collateral, in favor of the Collateral ranking in right Trustee for the benefit of the Holders of Notes and priority future permitted Parity Lien Obligations, superior to and prior to the rights of payment as set forth in the Intercreditor Agreement all third Persons and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementPermitted Liens.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts and premiumpremium on, if any, on and interest (including any Special Interest) on, the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium on, if any, and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations Obligations of the Issuer Company and any Guarantor the Guarantors to the Holders of NotesNotes or the Trustee under this Indenture and the Notes (including, without limitation, the Trustee and the Security Agent under this Indenture, the Notes and any Note GuaranteeGuarantees), according to the terms hereunder or thereunder, are shall be secured as provided in the Collateral Documents Mortgages, which the Guarantors will enter into pursuant to Section 4.19 hereof and the Intercreditor Agreement. which forms of are attached hereto as Exhibit E. (b) Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (includingMortgages, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be originally in effect and as amended, supplemented or may be amended replaced from time to time in accordance with its terms and or the terms of this Indenture, authorizes and directs the Security Agent Collateral Trustee to enter into the Mortgages to which it is a party, authorizes and empowers the Collateral Documents Trustee to execute and deliver the Intercreditor Agreement and authorizes and empowers the Collateral Trustee to bind the Holders of Notes as set forth in the Mortgages to which the Collateral Trustee is a party and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. and powers thereunder. (c) The Issuer Company and the Guarantors will deliver to the Trustee copies of all documents delivered to the Security Agent Collateral Trustee pursuant to the Collateral Security Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be requirednecessary or proper, or which as may be required by the Security Agent from time to time may reasonably requestprovisions of the Mortgages, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee and the HoldersCollateral Trustee the security interest in the Collateral contemplated hereby, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor AgreementMortgages 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 and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor Subject to the terms of the Mortgages, the Company will each take, and will cause their respective Restricted its Subsidiaries to take (including as may be requested by take, upon request of the Trustee) , any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement Mortgages to create and maintain, as security for the Obligations of the Issuer Company and any Guarantor the Guarantors hereunder, in respect of the Collateral, a valid and enforceable perfected Liens first priority Lien in and on such all the Collateral, in favor of the Collateral ranking in right Trustee for the benefit of the Holders of Notes, superior to and priority prior to the rights of payment as set forth in the Intercreditor Agreement all third Persons and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementPermitted Liens.

Security Documents. The From and after the Issue Date and upon the execution and delivery of the Intercreditor Agreements (or joinders thereto) and the Security Documents, the due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, Additional Interest, if any, or interest on the any series of Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturityMaturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law)of, premium, if any, Additional Interest, if any, or interest on the such series of Notes and any Note Guarantee and performance of all other obligations Obligations of the Issuer and any Guarantor Covenant Parties to the Holders of Notes, or the Trustee and the Security Agent under this Indenture, such Notes, the Notes related Note Guarantees, the Intercreditor Agreements and any Note Guaranteethe Security Documents with respect to such series of Notes, according to the terms hereunder or thereunder, are shall be secured as provided in the Security Documents, which define the terms of the Liens that secure the First Lien Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee and the Covenant Parties hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders of such series of Notes, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and the Intercreditor AgreementAgreements. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure of Collateral) and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Security Notes Collateral Agent to enter into the Collateral Security Documents and the Intercreditor Agreement Agreements or joinders thereto on the Issue Date, and at any additional intercreditor agreement time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will Upon the execution and delivery of the Security Documents, the Issuers shall deliver to the Trustee Notes Collateral Agent copies of all documents delivered required to be filed pursuant to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which reasonably required by the Security Agent from time to time may reasonably requestnext sentence of this Section 12.01, to assure and confirm to the Trustee that Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer Issuers and any Guarantor will each takeCovenant Parent shall, and will shall cause their respective Restricted Subsidiaries to the other Covenant Parties to, take (including as may be requested by the Trustee) any and all actions reasonably and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer other Covenant Parties to the secured parties under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements and any Guarantor hereunderthe Security Documents, in respect of the Collateral, a valid and enforceable perfected Liens Lien and security interest in and on such all of the Collateral ranking in right and priority (subject to the terms of payment as set forth in the Intercreditor Agreement Agreements and the Security Documents), in favor of the Notes Collateral Agent for the benefit of the Holders and the Trustee subject to no other Liens other than as permitted by Permitted Liens. It is further understood and agreed that there shall be no Security Document (or other security agreements or pledge agreements) governed under the terms laws of this Indenture and the Intercreditor Agreementany non-U.S. jurisdiction.

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Subsidiary Guarantor to the Holders of Notes, the Trustee and the Security Agent Trustee under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Collateral Security Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent Trustee to enter into any Collateral Security Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent Trustee to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will shall deliver to the Trustee copies of all documents delivered to the Security Agent Trustee pursuant to the Collateral Security Documents, and the Issuer and the Parent willshall, and the Parent will shall cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent Trustee from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent Trustee holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Security Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Subsidiary Guarantor will shall each take, and will shall cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Subsidiary Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor Agreement.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts and premiumpremium on, if any, on interest and Additional Amounts, if any, on, the Notes and any Note Guarantee the Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and of, premium on, if any, interest and Additional Amounts Amounts, if any (to the extent permitted by law), if any, on the Notes and any Note Guarantee Notes, the Guarantees and performance of all other obligations of the Issuer Issuers and any Guarantor the Guarantors to the Holders of Notes, or the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, the Guarantees according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents Intercreditor Agreement, the ABL Intercreditor Agreement, any Additional Intercreditor Agreement and the Intercreditor AgreementSecurity Documents. Each Holder of NotesHolder, by its acceptance thereof, of a Note: (i) consents and agrees to the terms of the Collateral Documents and Intercreditor Agreement, the ABL Intercreditor Agreement, any Additional Intercreditor Agreement and any additional intercreditor agreement the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral Liens and authorizing the Security Agent to enter into any Collateral Security Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and (ii) authorizes and directs the Security Agent to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer Issuers will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Security Documents, and, subject to the Agreed Security Principles, the Issuers and the Issuer and the Parent Guarantors will, and the Parent Issuers will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be requirednecessary or proper, or which as may be required by the provisions of the Security Agent from time to time may reasonably requestDocuments, 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 Collateral Documents and the Intercreditor AgreementSecurity Documents, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee the Guarantees secured herebythereby, according to the intent and purposes herein expressed. The Issuer Subject to the Agreed Security Principles, the Intercreditor Agreement and any Guarantor the ABL Intercreditor Agreement, the Issuers and the Guarantors will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by upon request of the Trustee) , any and all actions reasonably required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations obligations of the Issuer and any Guarantor hereunderIssuers under the Notes, in respect of the Collateral, a valid and enforceable perfected Liens Lien (i) on the Collateral held by the ABL Guarantors in accordance with the relative priorities set forth in the ABL Intercreditor Agreement and the Intercreditor Agreement and (ii) on such the Collateral ranking held by the Guarantors other than the ABL Guarantors in right and priority of payment as accordance with the relative priorities set forth in the Intercreditor Agreement. ​ ​ (b) Without prejudice to the provisions of the Intercreditor Agreement or the ABL Intercreditor Agreement, 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 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 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 Intercreditor Agreement or the ABL 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) Each Holder, by accepting a Note, shall be deemed (i) to have authorized the Security Agent to enter into the Security Documents, the Intercreditor Agreement, the ABL Intercreditor Agreement and subject any Additional Intercreditor Agreement entered into in compliance with Section 4.11 and (ii) to no other Liens other than be bound thereby. Each Holder, by accepting a Note, appoints the Security Agent as permitted its trustee under the Security Documents and authorizes it to act on such ▇▇▇▇▇▇’s behalf. 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, in accordance with the Intercreditor Agreement and the ABL Intercreditor Agreement. The Security Agent is hereby authorized to exercise such rights, powers and discretions as are specifically delegated to it by the terms of this Indenture the Security Documents, including the power to enter into the Security Documents, as trustee on behalf of the Holders and the Trustee, in accordance with the Intercreditor Agreement and the ABL Intercreditor Agreement, together with all rights, powers and discretions as are reasonably incidental thereto or necessary to give effect to the trusts created thereunder. The Security Agent shall however at all times be entitled to seek directions from the Trustee and shall be obligated to follow those directions if given (but the Trustee shall not be obligated to give such directions unless directed in accordance with this Indenture). (d) 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, 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.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts premium and premium, if any, interest on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations Obligations of the Issuer Issuers and any Guarantor the Guarantors to the Holders of NotesHolders, the Trustee and or the Security Notes Collateral Agent under this Indenture, the Notes Notes, the Guarantees and any Note Guaranteethe Security Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Collateral Documents Security Documents, which define the terms of the Liens that secure such obligations, subject to the terms of the First Lien Intercreditor Agreement, the ABL Intercreditor Agreement and any other applicable intercreditor agreement. The Trustee, the Issuers and the Guarantors hereby acknowledge and agree that, subject to the terms of the Initial Intercreditor Agreements and any other applicable intercreditor agreement and as further set forth below, the Applicable Collateral Agent will hold the Collateral for the benefit of the Holders, the Trustee and the Notes Collateral Agent and certain other secured parties pursuant to the terms of the Notes Security Documents, the First Lien Intercreditor Agreement, the ABL Intercreditor Agreement and any other applicable intercreditor agreement. (b) It is acknowledged and agreed that the security interests of the Notes Collateral Agent and the Notes Secured Parties required to be granted hereunder and under the other Notes Documents have been (and in the future are intended to be) granted to the Common Collateral Agent as collateral agent for all Pari Passu Secured Parties (as defined in the First Lien Intercreditor Agreement) including the Notes Secured Parties, and not to the Notes Collateral Agent in its capacity as such hereunder. Such security interests are (or will be) held by the Common Collateral Agent upon the terms of the Intercreditor Agreements. (c) Subject to the provisions with respect to Single Lien Collateral set forth below, to the extent any security interests securing the Notes Obligations cannot be granted to the Common Collateral Agent for the benefit of all Pari Passu Secured Parties (as defined in the First Lien Intercreditor Agreement) after the use of commercially reasonable efforts (as determined by the Issuers in good faith) the Issuers may cause the Notes Collateral Agent hereunder to hold such security directly in its capacity as such hereunder (which, in the case of jurisdictions other than the United States and Canada, shall only be required if such a security interest can be granted to more than one collateral agent, trustee or other representative), subject to intercreditor arrangements otherwise substantially consistent with the provisions provided for herein or otherwise constituting Acceptable Intercreditor Agreements. (d) The terms of the Initial Intercreditor Agreements, including the provisions thereof governing Single Lien Collateral, are hereby ratified and approved by the Trustee on its own behalf and on behalf of the Notes Secured Parties in all respects and the Trustee on its own behalf and on behalf of the Notes Secured Parties directs the Notes Collateral Agent and/or Common Collateral Agent to bind itself to the terms thereof on behalf of the Notes Secured Parties. (e) In order to give effect to the foregoing, references herein and in the other Notes Documents to the Notes Collateral Agent hereunder (including as set forth below with respect to Single Lien Collateral) shall, unless the context otherwise requires, be deemed to include a reference to the Common Collateral Agent acting in such capacity, and the duties of the Notes Collateral Agent hereunder to take any action shall in such case include a corresponding duty to direct the Common Collateral Agent to take such action, to the extent applicable and to the extent such direction is permitted by the applicable Intercreditor Agreements. (f) It is acknowledged and agreed that, if in accordance with applicable law or the law governing any applicable Security Document (including foreign law), security interests of a type (or on assets of a type) may not be (or customarily are not) granted to more than one collateral agent, trustee or similar representative (or in the interests of limiting the cost of more than one grant of security, including with respect to the notarization of any relevant security documents or inscription of any such security documents before relevant public registries, including any security over shares in German limited liability companies and certain Mexican assets, such as shares or equity interests), the security interests securing Notes Obligations may be (or have been) granted to either the ABL Collateral Agent, the Notes Collateral Agent or any Common Collateral Agent for the benefit of all Applicable Secured Parties (as defined in the ABL Intercreditor Agreement), including (but not limited to) the Notes Secured Parties, with the Security Documents creating such security interests allocated, to the extent feasible (in the good faith determination of the Issuers) between the ABL Collateral Agent, the Notes Collateral Agent and/or any Common Collateral Agent on the basis of whether the collateral the subject thereof is expected to primarily consist of ABL Priority Collateral or Fixed Asset Priority Collateral, respectively (the collateral subject to such security interests, “Single Lien Collateral”). The security interests in Single Lien Collateral will be held by the applicable agent upon the terms of the Initial Intercreditor Agreements and the Security Documents. (g) In order to give effect to the foregoing, references herein and in the other Notes Documents to the Notes Collateral Agent hereunder shall, in relation to Single Lien Collateral, unless the context otherwise requires, be deemed to include a reference to the ABL Collateral Agent, the Notes Collateral Agent or any Common Collateral Agent, as applicable, acting in such capacity, and the duties of the Notes Collateral Agent or any Common Collateral Agent hereunder to take any action shall in such case include a corresponding duty to direct the ABL Collateral Agent or the Common Collateral Agent, as applicable, to take such action, to the extent applicable and to the extent such direction is permitted by the Intercreditor Agreements. (h) In the case of Single Lien Collateral the subject of a security interest to be granted pursuant to a Security Document to be governed by the law of a jurisdiction other than the United States and Canada, if the Issuers determine in good faith that the grant of a single security interest for the benefit of all Applicable Secured Parties (as defined in the ABL Intercreditor Agreement) as described in the preceding clause (f) cannot be achieved after the use of commercially reasonable efforts, then (i) the ABL Collateral Agent may be granted and hold any such Lien granted pursuant to such a Security Document primarily relating to ABL Priority Collateral solely for the benefit of the ABL Secured Parties (as defined in the ABL Intercreditor Agreement) (and, for the avoidance of doubt, no such grant shall be required in favor of the Common Collateral Agent or any Notes Secured Party) and (ii) the Common Collateral Agent may be granted and hold any such Lien granted pursuant to such a Security Document primarily relating to Fixed Asset Priority Collateral solely for the benefit of the Controlling Pari Passu Secured Parties (as defined in the First Lien Intercreditor Agreement) (which, for the avoidance of doubt, may exclude the Notes Secured Parties). (i) Notwithstanding anything to the contrary herein, no inaccuracy or breach, as applicable, of any representation, warranty or covenant in any Notes Document relating to the grant, validity, enforceability, perfection or priority of any security interest shall occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, as a result of the collateral agency and intercreditor arrangements described in this Section 12.01 or in the Initial Intercreditor Agreements. (j) Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Collateral and authorizing Collateral), the Security Agent to enter into First Lien Intercreditor Agreement, ABL Intercreditor Agreement and/or any Collateral Document on its behalf) Acceptable Intercreditor Agreement (as the same applicable), each as may be in effect or may be amended from time to time in accordance with its their terms and this Indenture, and authorizes and directs the Security Applicable Collateral Agent and, as applicable, the Trustee to enter into or join (including pursuant to amendments or similar agreements), if applicable, the Collateral Documents and Security Documents, the First Lien Intercreditor Agreement and the ABL Intercreditor Agreement, and any additional intercreditor agreement Security Documents and any Acceptable Intercreditor Agreement at any time after the Completion Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will Issuers shall deliver to the Trustee Applicable Collateral Agent copies of all documents delivered required to the Security Agent be filed pursuant to the Collateral Notes Security Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which reasonably required by the Security Agent from time to time may reasonably requestnext sentence of this Section 12.01(j), to assure and confirm to the Trustee that Applicable Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer On or following the Issue Date and any Guarantor will each takesubject to the Initial Intercreditor Agreements, the Issuers and the Guarantors (a) shall, at their sole expense, execute, acknowledge, deliver, record and file, or will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) executed, acknowledged, delivered, recorded or filed, any and all actions reasonably further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests (other on Excluded Assets) created or intended to be created by the Security Documents in the Collateral and cause the Collateral Documents Requirement to be and remain satisfied (in each case subject to the limitations herein, including the Agreed Security Principles) and (b) to the extent permitted by applicable Requirements of Law, hereby authorize the Applicable Collateral Agent and the applicable Authorized Representatives for any applicable Pari Passu Secured Parties (each as defined in the First Lien Intercreditor Agreement Agreement), to create the extent not otherwise restricted hereunder or in any other applicable Pari Passu Documents (as defined in the First Lien Intercreditor Agreement), to execute and maintainfile any financing statements (including continuation statements and amendments to financing statements), as security for the Obligations on behalf of the Issuer Issuers and the Guarantors with respect to all or any part of the Collateral without the signature of the Issuers or the Guarantors to maintain the Lien of the Security Documents described herein and in the Security Documents; provided, however, that the authorization granted in clause (b) of this sentence does not relieve the obligations of the Issuers and the Guarantors in clause (a) of this sentence or negate the provisions of Section 4.08 of the First Lien Intercreditor Agreement. Notwithstanding the foregoing, so long as there are any obligations outstanding under the Senior Secured Credit Facilities, no actions shall be required to be taken with respect to the perfection of security interests in the Collateral to the extent such actions are not required to be taken with respect to the Senior Secured Credit Facilities, or in the case of ABL Priority Collateral, the ABL Facility. The perfection of the security interests (1) by delivery to the Common Collateral Agent of the existing certificated Equity Interests of the Issuers and each Issuer’s wholly owned Domestic Subsidiaries, shall occur on the Issue Date to the extent achievable pursuant to the Initial Intercreditor Agreements and (2) with respect to other Collateral of Domestic Subsidiary Guarantors for which a Lien may be perfected by the filing of a Uniform Commercial Code financing statement (or equivalent) if required to be filed for perfection shall occur on the Issue Date. To the extent any assets owned by the Issuers or any Guarantor hereunderon the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of the Applicable Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Applicable Collateral Agent that is not perfected on or prior to the Issue Date, the Issuers shall use commercially reasonable efforts to cause security interests in respect the Collateral securing the Notes Obligations to be put in place no later than 120 days after the Issue Date. In addition, the Security Documents will not require the Issuers and the Guarantors to take certain actions to perfect Liens in certain of the Collateral, valid and enforceable perfected Liens including, prior to the repayment in and on full of the obligations under the Senior Secured Credit Facilities, if such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted actions are not requested by the terms of this Indenture and the Intercreditor AgreementSenior Secured Credit Facilities Administrative Agent with respect to Shared Collateral.

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts of and premiuminterest and Liquidated Damages, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts Liquidated Damages (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor Company to the Holders of Notes, Notes or the Trustee under this Indenture and the Security Agent under this Indenture, the Notes and any Note GuaranteeNotes, according to the terms hereunder or thereunder, are secured as provided in the Collateral Security Documents and the Intercreditor AgreementAgreement which the Company has entered into simultaneously with the execution of this Indenture and which are attached as Exhibits F and G hereto. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalfCollateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent Trustee, in its capacity as Collateral Agent, to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer Company will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be requirednecessary or proper, or which as may be required by the provisions of the Security Agent from time to time may reasonably requestDocuments or the Intercreditor Agreement, to assure and confirm to the Trustee that Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor Company will each take, and will cause their respective Restricted its Subsidiaries to take (including any and all actions required by applicable law or as may be reasonably required and requested by the Trustee) any and all actions reasonably required , to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor Company hereunder, in respect of the Collateral, a valid and enforceable perfected Liens second priority Lien to be defined by reference to Section 2.2 of the Security Agreement in and on such all the Collateral, in favor of the Collateral ranking in right Agent for the benefit of the Trustee and priority the Holders of payment as set forth in Notes, superior to and prior to the Intercreditor rights of all third Persons other than the rights of the Credit Agent and the lenders under the Credit Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementPermitted Liens.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts premium and premium, if any, interest on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations First Lien Notes Obligations of the Issuer, the Co-Issuer and any Guarantor the Guarantors to the Holders of Notes, the Trustee and the Security Agent Secured Parties under this Indenture, the Notes Notes, the Guarantees and any Note Guaranteethe Security Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Collateral Documents and Security Documents, which define the terms of the Liens that secure the First Lien Notes Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee, the Company and the Co-Issuer hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust for the benefit of the Secured Parties and pursuant to the terms of this Indenture and the Security Documents. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure of Collateral) and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs the Security each Notes Collateral Agent to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will Subject to the Applicable Collateral Limitations, the Company shall deliver to the Trustee each Notes Collateral Agent copies of all documents delivered required to be filed pursuant to the Security Documents to which such Notes Collateral Agent pursuant to the Collateral Documentsis a party, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be requiredreasonably required by the next sentence of this Section 1401, or which to provide to the Notes Collateral Agents the security interest in the Collateral contemplated hereby and/or by the Security Agent Documents or any part thereof, as from time to time may reasonably request, 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 Collateral Documents and the Intercreditor Agreementconstituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each takeSubject to the Applicable Collateral Limitations, the Company shall, and will shall cause their respective Restricted the Subsidiaries to of the Company to, take (including as may be requested by the Trustee) any and all actions reasonably and make all filings (including, without limitation, the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant jurisdiction)) required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the First Lien Notes Obligations of the Issuer Co-Issuers and any Guarantor hereunderthe Guarantors to the Secured Parties, in respect of the Collateral, a valid and enforceable perfected Liens Lien and security interest in and on such all of the Collateral ranking (subject to the terms of the Security Documents), in right and priority favor of payment as set forth in the Intercreditor Agreement and Notes Collateral Agents for the benefit of the Secured Parties subject to no other Liens other than as permitted Permitted Liens. (b) Notwithstanding any provision hereof to the contrary, the provisions of this Article Fourteen are qualified in their entirety by the terms of Applicable Collateral Limitations and neither the Company, the Co-Issuer nor any Guarantor shall be required pursuant to this Indenture and or any Security Document to take any action limited by the Intercreditor AgreementApplicable Collateral Limitations.

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts of and premium, if any, interest on the Notes and any Note Guarantee Securities when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee Securities and performance of all other obligations Security Obligations of the Issuer Company and any Guarantor the Guarantors to the Holders of Notes, or the Trustee and or the Security Collateral Agent under this Indenture, the Notes Securities and any Note Guaranteethe Security Documents, according to the terms hereunder or and thereunder, are secured as provided in the Security Documents and the Intercreditor Agreement which define the terms of the Liens that secure the Security Obligations, and provide that the Liens granted thereunder secure the Obligations on a third-priority basis. The Trustee and the Company hereby acknowledge and agree that the 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 Documents and the Intercreditor Agreement. Each Holder of NotesHolder, by its acceptance thereofaccepting a Security, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalfCollateral) as the same may be in effect or may be amended from time to time in accordance with its their terms and authorizes and directs the Security Collateral Agent to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Security Collateral Agent pursuant to the Collateral Security Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, required by this Section 12.01 to assure and confirm to the Trustee that and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee Securities secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each Company shall take, and will shall cause their respective Restricted its Subsidiaries to take (including as may be requested by the Trustee) take, any and all actions reasonably required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Security Obligations of the Issuer Company and any Guarantor hereunderthe Guarantors hereunder and thereunder, in respect of the Collateral, a valid and enforceable perfected Liens third-priority Lien (subject to Permitted Prior Liens) and security interest in and on such all the Collateral, in favor of the Collateral ranking Agent for the benefit of the Holders, in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by accordance with the terms of this Indenture the Security Documents and the Intercreditor Agreement.

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, on of, and interest on, the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturitythe Maturity Date, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on by the Notes Note Guarantor pursuant to its Guarantee, and any Note Guarantee the payment and performance of all other obligations Obligations of the Issuer and any Note Guarantor to the Holders of Notes, the Trustee under this Indenture and the Security Agent under this IndentureDocuments (the “Secured Obligations”), the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are shall be secured as provided in the Collateral Security Documents, which the Note Guarantor has entered into simultaneously with the execution of this Indenture and will be secured as provided in the Security Documents and the Intercreditor Agreementhereafter determined as required or permitted by this Indenture. Each Holder of NotesHolder, by its acceptance thereofof a Note, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement each Security Document (including, without limitation, the provisions providing for foreclosure and foreclosure, the provisions providing for release of Collateral collateral and authorizing the provisions providing for the automatic amendment or waiver of the Security Agent Documents, in each case, pursuant to enter into any Collateral Document on its behalf) the terms of the Intercreditor Agreement), as the same may be in effect or may be amended from time to time in accordance with its terms respective terms, and authorizes and directs the Security Collateral Agent and the Trustee to enter into the Collateral Documents and this Indenture, the Intercreditor Agreement and any additional intercreditor agreement and, to the extent applicable, the Security Documents to which it is a party and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver Collateral Agent hereunder shall have only such duties and responsibilities as are explicitly set forth herein, in the Intercreditor Agreement and in the respective Security Documents and no others; provided that the Collateral Agent hereunder shall only take action with respect to or under the Security Documents in accordance with the written instructions of the Trustee acting on behalf of the Holders, and shall apply any proceeds from the enforcement of any security as set forth therein subject in all cases to the Intercreditor Agreement. The provisions of Article 7 hereof relating to the Trustee copies of all documents delivered to the Security Agent pursuant acting in such capacity shall apply to the Collateral DocumentsAgent hereunder to the extent applicable. In addition, and the Issuer and the Parent willNote Guarantor, jointly and severally, hereby agree to indemnify the Collateral Agent hereunder on the same basis as their indemnity to the Trustee in Article 7 hereof with respect to actions taken or not taken by it in accordance with this Indenture and the Parent will cause each of its Restricted Subsidiaries to, Security Documents. The Note Guarantor shall do or cause to be done done, and the Issuer shall cause the Note Guarantor to do or cause to be done, all such acts and things as may be requirednecessary or proper, or which as may be required by the provisions of the Security Agent from time to time may reasonably requestDocuments or the Intercreditor Agreement, to assure and confirm to the Trustee that Collateral Agent the Security Agent holds, for security interest in the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as Collateral contemplated hereby and by the Collateral Documents and the Intercreditor AgreementSecurity Documents, 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 any Note Guarantee Secured Obligations secured hereby, according to the intent and purposes herein and ▇▇▇▇▇▇▇ expressed. The Issuer and any Note Guarantor will each takeshall, and will the Issuer shall cause their respective Restricted Subsidiaries to the Note Guarantor to, take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the CollateralSecured Obligations, valid and enforceable enforceable, perfected (except as expressly provided herein or in the Security Documents) Liens in and on such all the Collateral, in favor of the Collateral ranking in right Agent, superior to and priority prior to the rights of payment as set forth in the Intercreditor Agreement all third Persons, and subject to no other Liens Liens, other than Permitted Liens as permitted by provided herein and therein; provided that, the Collateral Agent’s Lien securing the Secured Obligations shall be subordinated to the extent and pursuant to the terms of this Indenture and and, if applicable, the Intercreditor Agreement.

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts of and interest and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payabledue, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, otherwise and interest on whether by the overdue principal of and interest and Additional Amounts (Company pursuant to the extent permitted Notes or by law)the Subsidiary Guarantors pursuant to the Note Guarantees, if any, on the payment of all other Notes Obligations and any Note Guarantee and the performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee Company and the Security Agent Subsidiary Guarantors under this Indenture, the Notes Notes, the Note Guarantees and any Note Guarantee, according to the terms hereunder or thereunder, Security Documents are secured as provided in the Collateral Security Documents which the Company and the Intercreditor AgreementSubsidiary Guarantors have entered into and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. Each Holder The Company and the Subsidiary Guarantors hereby acknowledge and agree that the Collateral Agent holds a Lien on the Collateral for the benefit of Notes, by its acceptance thereof, consents the holders of the Notes and agrees pursuant to the terms of the Collateral Documents and Security Documents, subject to the terms of the First Lien Intercreditor Agreement and any additional intercreditor agreement Junior Lien Intercreditor Agreement. The Company shall, and shall cause each Subsidiary Guarantor to, and each Subsidiary Guarantor shall, make all filings (including, without limitation, including filings of continuation statements and amendments to Uniform Commercial Code financing statements that may be necessary to continue the provisions providing for foreclosure effectiveness of such Uniform Commercial Code financing statements) and release of Collateral and authorizing all other actions as are necessary or required by the Security Agent Documents to enter into any Collateral Document on maintain (at the sole cost and expense of the Company and its behalfSubsidiary Guarantors) as the same may be security interest in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into favor of the Collateral Documents Agent for its benefit and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, 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 Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and holders of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested created by the Trustee) Security Documents in the Collateral (other than with respect to any and all actions reasonably Collateral the security interest in which is not required to cause be perfected under the Collateral Documents and the Intercreditor Agreement Security Documents) as a perfected first priority security interest subject only to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementPermitted Liens.

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts and premium, premium (if any, ) and interest on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations Obligations of the Issuer and any Guarantor the Guarantors to the Holders of NotesHolders, the Trustee and or the Security Notes Collateral Agent under this Indenture, the Notes Notes, the Note Guarantees, and any Note Guaranteethe Security Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Security Documents (upon the entry into such documents), which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreement. The Trustee, the Issuer and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and the Intercreditor Agreement. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure of Collateral) and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) Intercreditor Agreement, as the same each may be in effect or may be amended from time to time in accordance with its their terms and this Indenture, and authorizes and directs the Security Notes Collateral Agent to enter into the Collateral Security Documents and the Intercreditor Agreement prior to, on or following the Issue Date, and the Security Documents and the Intercreditor Agreement at any additional intercreditor agreement time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver On or following the Issue Date, but in any event no later than 90 days after the Issue Date or as promptly as reasonably practicable thereafter (or, to the Trustee copies of all documents delivered extent the Credit Obligations are outstanding, such longer period as the Administrative Agent may agree) and subject to the Security Agent pursuant to the Collateral DocumentsIntercreditor Agreement, and the Issuer and the Parent willGuarantors shall execute, and the Parent will cause each of its Restricted Subsidiaries to, do file or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit filing of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Security Documents in the Collateral and cause the Collateral Documents Requirement to be and remain satisfied; provided that to the extent a lien on Collateral that may be perfected solely by (i) the filing of a financing statement under and in connection with the UCC, (ii) by intellectual property filings with the United States Patent and Trademark Office and the Intercreditor Agreement to create United States Copyright Office and maintain, as security for the Obligations (iii) a pledge of the Issuer certificated equity interests that constitute Collateral by the delivery of a stock or equivalent certificate together with a stock power or similar instrument of transfer endorsed in blank, such Lien shall be granted and perfected on the Issue Date; provided, further, that for so long as there are outstanding any Guarantor hereunderCredit Obligations, in no actions shall be required to be taken with respect to the perfection of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth security interests in the Intercreditor Agreement and subject Collateral to no other Liens other than as permitted by the terms of this Indenture and extent such actions are not required to be taken with respect to the Intercreditor Credit Agreement.

Security Documents. The On and after the Completion Date, the due and punctual payment of the principal of, interest, Additional Amounts premium and premium, if any, interest on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee payment and performance of all other obligations First Lien Notes Obligations of the Issuer Company and any Guarantor the Guarantors to the Holders of NotesHolders, the Trustee and or the Security Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees, the First Lien Intercreditor Agreement, the Junior Lien Intercreditor Agreement, if any, and the Notes and any Note GuaranteeCollateral Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Notes Collateral Documents (upon the entry into such documents), which define the terms of the Liens that secure the First Lien Notes Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee, the Company and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Notes Collateral Documents and the First Lien Intercreditor Agreement. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Notes Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure of Collateral) and release of Collateral the First Lien Intercreditor Agreement and authorizing the Security Agent to enter into any Collateral Document on its behalf) Junior Lien Intercreditor Agreement, if any, each as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture and First Lien Intercreditor Agreement, and authorizes and directs the Security Notes Collateral Agent and the Trustee, if applicable, to enter into the Notes Collateral Documents and the First Lien Intercreditor Agreement on the Completion Date, and the Notes Collateral Documents and the Junior Lien Intercreditor Agreement, if any, at any additional intercreditor agreement time after the Completion Date, if applicable, and to perform its obligations and exercise its rights thereunder under and in accordance therewithwith the Notes Collateral Documents, the First Lien Intercreditor Agreement and any other intercreditor agreement contemplated by this Indenture to which it is a party. The Issuer will Company shall deliver to the Trustee Notes Collateral Agent copies of all documents delivered required to the Security Agent be filed pursuant to the Notes Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which reasonably required by the Security Agent from time to time may reasonably requestnext sentence of this Section 13.1, to assure and confirm to the Trustee that Notes Collateral Agent the Security Agent holdssecurity interest in the Collateral contemplated hereby, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Notes Collateral Documents and the Intercreditor Agreementor 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 and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer On the Completion Date, the Company, the Guarantors, the Notes Collateral Agent and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) , as applicable, will enter into the First Lien Intercreditor Agreement, the Notes Security Agreement and the other Notes Collateral Documents establishing the terms of the security interests with respect to the Collateral. On or following the Completion Date, the Company and the Guarantors shall promptly execute, file or cause the filing of any and all actions further instruments and documents, and take all further action (including filing financing statements, continuation statements and amendments to financing statements), that may be necessary or that the Notes Collateral Agent may reasonably required request in order to cause maintain, protect and perfect (including the priority thereof) the security interests granted or purported to be granted by the Notes Collateral Documents in the Collateral Documents and (subject to the Intercreditor Agreement to create and maintain, as security for the Obligations terms of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth in the First Lien Intercreditor Agreement and the Notes Collateral Documents); provided that neither the Trustee nor the Notes Collateral Agent shall have any duty to maintain, protect or perfect (including filing financing statements, continuation statements and amendments to financing statements) the security interests granted or purported to be granted by the Notes Collateral Documents in the Collateral. Any Collateral granted by or over the assets of or equity interests in a Foreign Subsidiary shall be subject to no other Liens other than the Agreed Security Principles. For the avoidance of doubt, the Trustee and Notes Collateral Agent shall not have a lien on the Excluded Assets (as permitted by defined in the terms of this Indenture and the Intercreditor Notes Security Agreement).

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts and premiumpremium on, if any, on interest and Additional Amounts, if any, on, the Notes and any Note Guarantee the Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and of, premium on, if any, interest and Additional Amounts Amounts, if any (to the extent permitted by law), if any, on the Notes and any Note Guarantee Notes, the Guarantees and performance of all other obligations of the Issuer and any Guarantor the Guarantors to the Holders of Notes, or the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, the Guarantees according to the terms hereunder or thereunder, are shall be secured by security interests, as provided in in, and on the Collateral Documents and terms provided by, the Intercreditor Agreement, any Additional Intercreditor Agreement and the Security Documents, granted in the Collateral. Each Holder of NotesHolder, by its acceptance thereofof a Note, consents and agrees to the terms of the Collateral Documents Intercreditor Agreement, any Additional Intercreditor Agreement, and the Intercreditor Agreement and any additional intercreditor agreement Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral Liens and authorizing the Security Agent to enter into any Collateral Security Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewiththerewith and in accordance with the Intercreditor Agreement and any Additional Intercreditor Agreement. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Security Documents, and the Issuer and the Parent Guarantors will, and the Parent Company will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be requiredreasonably necessary or proper, or which as may be required by the provisions of the Security Agent from time to time may reasonably requestDocuments, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee Trustee, the Security Agent and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor AgreementSecurity Documents, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee the Guarantees secured herebythereby, according to the intent and purposes herein expressed. The Subject to the Agreed Security Principles and the Intercreditor Agreement, the Issuer and any Guarantor the Guarantors will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by upon request of the Trustee) Trustee or the Security Agent, any and all actions reasonably required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations Notes and the Note Guarantees of the Issuer and any Guarantor hereunder, in respect of the Collateral, a valid and enforceable perfected Liens first priority Lien in and on such all the Collateral ranking in right and priority of payment as set forth in this Indenture and the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor Agreement. Furthermore, each Holder, by its acceptance of a Note, consents and agrees in relation to each of the Swiss law governed Security Documents pursuant to which security of an accessory (akzessorische) nature is granted (each a “Swiss Accessory Security Document”) to have appointed and authorized the Security Agent to do all acts in the name and for the account of such Holder as its direct representative (direkter Stellvertreter), including, without limitation, (i) to accept and execute and hold, administer and, if necessary, enforce the security granted under any of the Swiss Accessory Security Documents, (ii) to agree to amendments, restatements and other alterations of the Swiss Accessory Security Documents, (iii) to effect any release of the security under, and the termination of, any Swiss Accessory Security Document, and (iv) to exercise such other rights powers, authorities and discretions granted to the Security Agent hereunder or under the relevant Swiss Accessory Security Document. (b) Each of the Issuer, 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 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 consent of the Trustee or as otherwise 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 Trustee for the Notes has, and each Holder of a Note, by accepting such Note, shall be deemed to have: (1) irrevocably appointed the Security Agent (and, in the case of the Holders, the Trustee) to act as its agent under the Intercreditor Agreement and the other relevant documents to which it is a party (including, without limitation, the Security Documents); (2) irrevocably authorized the Security Agent to (i) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Intercreditor Agreement or other documents to which it is a party (including, without limitation, the Security Documents), together with any other incidental rights, power and discretions; and (ii) execute each document, waiver, modification, amendment, renewal or replacement expressed to be executed by the Security Agent on its behalf; and (3) accepted the terms and conditions of the Intercreditor Agreement and any Additional Intercreditor Agreement and agreed to be bound thereby, and authorized the Trustee and the Security Agent to enter into any such Additional Intercreditor Agreement and acknowledges and agrees that the rights, obligations, role of and limitations of liability for the Security Agent is further regulated in the Intercreditor Agreement. (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 enter into the Security Documents, as agent, mandatario con rappresentanza, or trustee on behalf of the Holders and the Trustee, together with all rights, powers and discretions as are reasonably incidental thereto or necessary to give effect to the trusts created thereunder. (e) The Trustee or the Security Agent shall not be responsible for the legality, validity, effectiveness, suitability, adequacy or enforceability of the Security 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, 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 assets subject thereto by reason of the act or omission by the Security Agent in relation to its functions thereunder.

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts and premiumPrepayment Premium on, if any, on and interest on, the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law)of, Prepayment Premium on, if any, and interest, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor Company to the Holders of NotesNotes or the Trustee under this Indenture and the Notes (including, without limitation, the Trustee and the Security Agent under this Indenture, the Notes and any Note GuaranteeGuarantees), according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents and Security Documents, which the Intercreditor AgreementCompany has entered into simultaneously with the execution of this Indenture. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalfCollateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Collateral Agent to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer Company will deliver to the Trustee copies of all documents delivered to the Security Collateral Agent pursuant to the Collateral Security Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be requirednecessary or proper, or which as may be required by the provisions of the Security Agent from time to time may reasonably requestDocuments, to assure and confirm to the Trustee that and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor Company will each take, and will cause their respective Restricted its Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required or as may be reasonably requested by the Collateral Agent to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor Company hereunder, in respect of the Collateral, a valid and enforceable perfected Liens second-priority Lien in and on such all the Collateral, in favor of the Collateral ranking in right Agent for the benefit of the Holders of Notes, superior to and priority prior to the rights of payment as set forth in the Intercreditor Agreement all third Persons and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementPermitted Prior Liens.

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts and premiumpremium on, if any, on and interest on, the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium on, if any, and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor Company to the Holders of NotesNotes or the Trustee under this Indenture and the Notes (including, without limitation, the Trustee and the Security Agent under this Indenture, the Notes and any Note GuaranteeGuarantees), according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents and Security Documents, which the Intercreditor AgreementCompany has entered into simultaneously with the execution of this Indenture. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalfCollateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Collateral Agent to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer Company will deliver to the Trustee copies of all documents delivered to the Security Collateral Agent pursuant to the Collateral Security Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be requirednecessary or proper, or which as may be required by the provisions of the Security Agent from time to time may reasonably requestDocuments, to assure and confirm to the Trustee that and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor Company will each take, and will cause their respective Restricted its Subsidiaries to take (including as may be requested by the Trustee) any and all actions necessary or proper or as may be reasonably required requested by the Collateral Agent to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor Company hereunder, in respect of the Collateral, a valid and enforceable perfected Liens second priority Lien in and on such all the Collateral, in favor of the Collateral ranking in right Agent for the benefit of the Holders of Notes, superior to and priority prior to the rights of payment as set forth in the Intercreditor Agreement all third Persons and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementPermitted Prior Liens.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts premium and premium, if any, interest on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations Obligations of the Issuer and any Guarantor to the Holders of NotesHolders, the Trustee and or the Security Collateral Agent under this Indenture, the Notes and any Note Guaranteethe Security Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Collateral Documents Security Documents. The Trustee, the Issuer and the Intercreditor AgreementGrantor hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders, the Trustee and the Collateral Agent and pursuant to the terms of the Security Documents. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) Collateral), each as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture, and authorizes and directs the Security Agent Trustee and Collateral Agent, if applicable to enter into the Collateral Documents and Security Documents, the Third Lien Intercreditor Agreement and the Junior Intercreditor Agreement, if any, at any additional intercreditor agreement time, if applicable (including by way of joinder thereto), and to perform its obligations and exercise its rights thereunder in accordance therewith. Each Holder, by acceptance of the Notes, shall be deemed to (i) have authorized and instructed the Collateral Agent to, without any further consent of any Holder, enter into (or acknowledge and consent to) or, subject to Article IX, amend, renew, extend, supplement, restate, replace, waive or otherwise modify any Security Document or any other intercreditor agreement, (ii) have irrevocably agreed that (x) the Collateral Agent may rely exclusively on an Officer’s Certificate of the Issuer as to whether any such other Liens are not prohibited and (y) any Security Document or other intercreditor agreement entered into by the Collateral Agent in accordance with the terms of this Indenture shall be binding on such Holder and such Holder will take no actions contrary to the provisions of, if entered into and if applicable, any Security Document or intercreditor agreement and (iii) have irrevocably agreed that it will not challenge, question or contest or support any other person in challenging, questioning or contesting, in any proceeding (including any insolvency or liquidation proceeding), (x) the perfection, priority, validity, attachment or enforceability of any Lien held by or on behalf of any other holder of First Lien Obligations in all or any part of the Collateral or (y) the validity or enforceability of any First Lien Obligations of any series or any Security Document. The Issuer will shall deliver to the Trustee and the Collateral Agent copies of all documents delivered required to be filed pursuant to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which reasonably required by the Security Agent from time to time may reasonably requestnext sentence of this Section 12.1, to assure and confirm to the Trustee that Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date, the Issuer and the Grantor shall execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under the Note Documents or applicable law in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the security interests created or intended to be created by the Security Documents in the Collateral and cause the Collateral Requirement to be and remain satisfied, provided that for so long as there are outstanding any Senior Secured Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of security interests in the Security Documents in the Collateral to the extent not required to be taken with respect to the Credit Agreement. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) Grantor shall execute any and all actions reasonably further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under the Note Documents or applicable law in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the security interests created or intended to be created by the Security Documents in the Collateral and cause the Collateral Documents Requirement to be and remain satisfied, provided that for so long as there are outstanding any Senior Secured Credit Facility Obligations, no actions shall be required to be taken with respect to the Intercreditor Agreement to create and maintain, as perfection of security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth interests in the Intercreditor Agreement and subject Security Documents in the Collateral to no other Liens other than as permitted by the terms of this Indenture and extent not required to be taken with respect to the Intercreditor Credit Agreement.

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts premium and premium, if any, interest on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations Obligations of the Issuer Company and any Guarantor the Guarantors to the Holders of NotesHolders, the Second Lien Collateral Agent or the Trustee and the Security Agent under this Indenture, the Notes Notes, the Guarantees, the Intercreditor Agreement and any Note Guaranteethe Security Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Security Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the Intercreditor Agreement. The Trustee, the Company and the Guarantors hereby acknowledge and agree that the Second Lien Collateral Agent holds the Collateral as security for the benefit of the Holders, the Trustee and the Second Lien Collateral Agent and pursuant to the terms of the Security Documents and the Intercreditor Agreement. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture and the Intercreditor Agreement, and authorizes and directs the Security Second Lien Collateral Agent to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewithAgreement. The Issuer will Company shall deliver to the Trustee Second Lien Collateral Agent copies of all documents delivered required to be filed pursuant to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which reasonably required by the Security Agent from time to time may reasonably requestnext sentence of this Section 12.01, to assure and confirm to the Trustee that Second Lien Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each takeCompany shall, and will shall cause their respective the Restricted Subsidiaries to of the Company (in each case at the expense of the Company or Restricted Subsidiary) to, take (including as may be requested by the Trustee) any and all actions reasonably and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer Company and any Guarantor hereunderthe Guarantors to the secured parties under this Indenture, in respect of the CollateralNotes, the Guarantees, the Intercreditor Agreement and the Security Documents, a valid and enforceable perfected Liens Lien and security interest in and on such all of the Collateral ranking in right and priority (subject to the terms of payment as set forth in the Intercreditor Agreement and the Security Documents), in favor of the Second Lien Collateral Agent for the benefit of the Holders and the Trustee subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementPermitted Liens.

Security Documents. The due and punctual payment of (a) Each Lender hereby authorizes the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Administrative Agent to enter into any Collateral Document on its behalf) as each of the same Security Documents and to take all actions contemplated thereby. All rights and remedies under the Security Documents may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs exercised by the Security Administrative Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee Lenders and the Holdersother beneficiaries thereof upon the terms thereof. With the consent of the Required Lenders, duly createdthe Administrative Agent may assign its rights and obligations as Administrative Agent under any of the Security Documents to any Affiliate of the Administrative Agent, enforceable and perfected Liens as contemplated hereby such Affiliate thereafter shall be entitled to (i) all the rights of the Administrative Agent under the applicable Security Document and (ii) all rights hereunder of the Administrative Agent with respect to the applicable Security Document. (b) In each circumstance where, under any provision of any Security Document, the Administrative Agent shall have the right to grant or withhold any consent, exercise any remedy, make any determination or direct any action by the Collateral Documents and Administrative Agent under such Security Document, the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, Administrative Agent shall act in respect of such consent, exercise of remedies, determination or action, as the Collateralcase may be, valid with the consent of and enforceable perfected Liens in and on at the direction of the Required Lenders; provided, however, that no such Collateral ranking in right and priority consent of payment as set forth the Required Lenders shall be required with respect to any consent, determination or other matter that is, in the Intercreditor Agreement Administrative Agent's judgment, ministerial or administrative in nature. In each circumstance where any consent of or direction from the Required Lenders is required, the Administrative Agent shall send to the Lenders a written notice setting forth a description in reasonable detail of the matter as to which consent or direction is requested and subject the Administrative Agent's proposed course of action with respect thereto. In the event the Administrative Agent shall not have received a response from any Lender within five (5) Business Days after the giving of such notice, such Lender shall be deemed to no other Liens other than as permitted have agreed to the course of action proposed by the terms of this Indenture and the Intercreditor AgreementAdministrative Agent.

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts of and premium, interest and Additional Amounts, if any, on the Notes and any the Note Guarantee Guarantees when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee the Notes Guarantees, and performance of all other monetary obligations of the Issuer and any Guarantor the Guarantors to the Holders of Notes, Notes or the Trustee and the Security Agent under this Indenture, the Notes and any or the Note GuaranteeGuarantees, according to the terms hereunder or thereunder, are secured as provided in the Collateral Security Documents and the Group Intercreditor AgreementDeed. Each Holder of NotesHolder, by its acceptance thereof, consents and agrees to the terms of the Collateral Security Documents and the Group Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) Deed as the same may be in effect or may be amended from time to time in accordance with its terms their terms, and authorizes and directs the Trustee and the Security Agent Trustee to enter into the Collateral relevant Security Documents and the Group Intercreditor Agreement and any additional intercreditor agreement Deed (as applicable) and to perform its their respective obligations and exercise its their respective rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent Trustee pursuant to the Collateral DocumentsSecurity Documents and the Group Intercreditor Deed (as applicable). Each of the Company, and the Issuer and the Parent willGuarantors will take, and the Parent will cause each of its Restricted respective Subsidiaries toto take, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit upon request of the Trustee and the HoldersSecurity Trustee, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Security Documents and the Group Intercreditor Agreement Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer and any Guarantor the Guarantors hereunder, in respect of the Collateral, a valid and enforceable perfected Liens Lien in and on such the relevant Collateral ranking in right and priority favor of payment the Trustee or the Security Trustee, as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor Agreementcase may be.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts and premiumpremium on, if any, on interest and Additional Amounts, if any, on, the Notes and any Note Guarantee the Notes Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and of, premium on, if any, interest and Additional Amounts Amounts, if any (to the extent permitted by law), if any, on the Notes and any Note Guarantee the Notes Guarantees and performance of all other obligations of the Issuer and any Guarantor Issuers or the Guarantors to the Holders of NotesHolders, the Trustee and the Security Agent (as applicable) under this Indenture, the Notes and any Note Guarantee, the Notes Guarantees according to the terms hereunder or thereunder, are shall be secured by security interests, as provided in the Collateral Documents Intercreditor Agreement, any Additional Intercreditor Agreement and the Intercreditor AgreementSecurity Documents, granted in the Collateral. Each Holder of NotesHolder, by its acceptance thereof, of a Note consents and agrees to the terms of the Collateral Documents Intercreditor Agreement, any Additional Intercreditor Agreement, and the Intercreditor Agreement and any additional intercreditor agreement Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral Liens and authorizing the Security Agent to enter into any Collateral Security Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer Subject to the Agreed Security Principles, the Issuers will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Security Documents, and the Issuer Issuers and the Parent Guarantors will, and the Parent Issuers will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be requiredreasonably necessary or proper, or which as may be required by the provisions of the Security Agent from time to time may reasonably requestDocuments, 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 Collateral Documents and the Intercreditor AgreementSecurity Documents, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee the Guarantees secured herebythereby, according to the intent and purposes herein expressed. The Issuer Subject to the Agreed Security Principles, the Intercreditor Agreement and any Guarantor Additional Intercreditor Agreement, the Issuers and the Guarantors will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by upon request of the Trustee) , any and all actions reasonably required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations obligations of the Issuer and any Guarantor Issuers hereunder, in respect of the Collateral, a valid and enforceable perfected Liens first priority Lien in and on such all the Collateral ranking in right and priority of payment as set forth in this Indenture, the Intercreditor Agreement and any Additional Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture Indenture, the Intercreditor Agreement and Additional Intercreditor Agreement. 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, 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. (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 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 Issuers of those obligations, except that such demand shall only be made with the prior written notice of the Trustee or as otherwise permitted under the Intercreditor Agreement and any Additional 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) Each Holder, by accepting a Note, shall be deemed (i) to have authorized the Security Agent to enter into the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement entered into in compliance with Article 9 and (ii) to be bound thereby. Each Holder, by accepting a Note, (1) appoints the Security Agent to act as its agent and as security agent under the Intercreditor Agreement, any Additional Intercreditor Agreement and the other relevant documents to which it is a party (including, without limitation, the Security Documents); and (2) authorizes the Security Agent to (A) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Intercreditor Agreement, any Additional Intercreditor Agreement or other documents to which it is a party (including, without limitation, the Security Documents), together with any other incidental rights, power and discretions; and (B) execute each document, waiver, modification, amendment, renewal or replacement expressed to be executed by the Security Agent on its behalf; and (3) accepts the terms and conditions of the Intercreditor Agreement and any Additional Intercreditor Agreement. 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 enter into the Security Documents, as trustee on behalf of the Holders and the Trustee, together with all rights, powers and discretions as are reasonably incidental thereto or necessary to give effect to the trusts created thereunder.

Security Documents. (a) The due and punctual payment of the Obligations, including payment of the principal of, interest, Additional Amounts and premiumpremium on, if any, on and interest on, the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law)of, premium on, if any, and interest on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Collateral Security Documents which the Issuers and Guarantors have entered into simultaneously with the execution of this Indenture and will be secured by Security Documents hereafter delivered as required by this Indenture. The Trustee and the Intercreditor Agreement. Issuers hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee, in each case pursuant and subject to the terms of the Security Documents. (b) Each Holder of NotesHolder, by its acceptance thereof, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for possession, use, release and foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalfterms of the Intercreditor Agreement) as the same may be in effect or may be amended from time to time in accordance with its terms and the terms of this Indenture and agrees that it will not contest or support any other person in contesting, in any proceeding (including any insolvency or liquidation proceeding), the perfection, priority, validity or enforceability of a Lien held by or on behalf of any other holder of First-Priority Obligations in all or any part of the Collateral. Each Holder, by its acceptance thereof, (i) authorizes the Trustee to appoint the Authorized Representative to act on its behalf as the Authorized Representative under this Indenture and the Security Documents, (ii) authorizes the Trustee and the Authorized Representative to appoint the Collateral Agent to act on its behalf as the Collateral Agent under this Indenture, the Security Agreement and under each of the other Security Documents, (iii) authorizes and directs the Security Collateral Agent to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, therewith and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of (iv) authorizes the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by Authorized Representative to authorize the Collateral Documents Agent to take such actions on its behalf and the Intercreditor Agreement, so to exercise such powers as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according are delegated to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted Agent by the terms of the Security Agreement and the other Security Documents, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any grantor thereunder to secure any of the First-Priority Obligations, together with such powers and discretion as are reasonably incidental thereto. (c) Each Holder, by its acceptance thereof, authorizes the Collateral Agent, the Authorized Representative and the Trustee, as applicable, to enter into the Intercreditor Agreement (or any joinder or supplement thereto) (or, if such agreement is terminated, any substantially identical intercreditor agreement on behalf of, and binding with respect to, the Holders and their interest in designated assets, in connection with the incurrence of any First-Priority Obligations). The Collateral Agent or the Authorized Representative, as applicable, will enter into any such future intercreditor agreement at the written request of the Issuers; provided that the Issuers will have delivered to the Collateral Agent or the Authorized Representative, as the case may be, an Officer’s Certificate and Opinion of Counsel to the effect that such other intercreditor agreement is authorized or permitted by this Indenture and the Intercreditor Security Documents and that all conditions precedent thereto have been met or waived. (d) Notwithstanding the foregoing, the Issuers shall not be required to create or perfect pledges of, or security interests in, or take other actions with respect, to any Excluded Assets. The Collateral Agent shall, at the written direction of the Holders, grant extensions of time for the perfection of security interests in particular assets and the delivery of assets where perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required and any extensions of time or waivers as are granted by the Credit Agreement Agent or the administrative agent under the Credit Agreement for the comparable requirement under the Credit Agreement or any related loan document or the applicable collateral agent under any indenture governing the Existing Secured Notes or any related collateral document shall automatically be granted under this Indenture and the Security Documents. No actions required by the laws of any non-U.S. jurisdiction shall be required in order to create any security interests in any assets or to perfect or make enforceable such security interests (including any intellectual property registered in any non-U.S. jurisdiction) (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction or any requirement to make any filings in any foreign jurisdiction including with respect to foreign intellectual property). No actions shall be required with respect to assets requiring perfection through control agreements or perfection by “control” (as defined in the UCC) (other than in respect of Indebtedness for borrowed money (other than intercompany Indebtedness) owing to the Issuers or any Guarantor that is evidenced by a note in excess of $7,500,000, Indebtedness of any Non-Guarantor Subsidiary that is owing to any Issuer or any Guarantor and certificated Equity Interests of wholly owned Restricted Subsidiaries that are Material Subsidiaries otherwise required to be pledged pursuant to the Security Agreement). In addition, neither any Issuer nor any Guarantor shall be required to take any action not taken for the Credit Agreement (so long as such Credit Agreement is in place).

Security Documents. (a) The due performance and full and punctual payment of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payabledue, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption acceleration or otherwise, and of the Notes Obligations, whether for payment of principal of or interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indentureexpenses, the Notes and any Note Guaranteeindemnification or otherwise, according to the terms hereunder or thereunder, are shall be secured as provided in the Collateral Documents and Security Documents, which define the terms of the Liens that secure the Notes Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Notes Secured Parties and pursuant to the terms of this Indenture and the Security Documents. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure of Collateral) and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs the Security Notes Collateral Agent to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will Subject to the Applicable Collateral Limitations, the Company shall deliver to the Trustee Notes Collateral Agent copies of all documents delivered required to be filed pursuant to the Security Documents to which the Notes Collateral Agent pursuant to the Collateral Documentsis a party, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which reasonably required to provide to the Notes Collateral Agent the security interest in the Collateral contemplated hereby and/or by the Security Agent Documents or any part thereof, as from time to time may reasonably request, 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 Collateral Documents and the Intercreditor Agreementconstituted, so far as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each takeSubject to the Applicable Collateral Limitations, the Company shall, and will shall cause their respective Restricted the Subsidiaries to of the Company to, take (including as may be requested by the Trustee) any and all actions reasonably and make all filings (including, without limitation, the filing of UCC financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant jurisdiction)) required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Notes Obligations of the Issuer Company and any Guarantor hereunderthe Guarantors to the Notes Secured Parties, in respect of the Collateral, a valid and enforceable perfected Liens Lien and security interest in and on such all of the Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and (subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementSecurity Documents), in favor of the Notes Collateral Agent for the benefit of the Notes Secured Parties subject to no Liens other than Permitted Liens). Nothing hereunder shall require the Trustee or the Notes Collateral Agent to file any financing or continuation statements or record any documents or instruments in any public office at any time or otherwise perfect or maintain the perfection of any lien or security interest in the Collateral. (b) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Guarantor shall be required pursuant to this Indenture or any Security Document to take any action limited by the Applicable Collateral Limitations.

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts and premium, Accreted Value of and interest and premium (if any, ) on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal or Accreted Value of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor Company to the Holders of Notes, or the Trustee under this Indenture and the Security Agent under this Indenture, the Notes and any Note GuaranteeNotes, according to the terms hereunder or thereunder, are secured as provided in the Collateral Security Documents which the Company and certain of the Guarantors have entered into simultaneously with the execution of this Indenture, subject to the terms of the Intercreditor Agreement. Each Holder of Notesa Note, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents this Indenture and the Intercreditor Agreement and any additional intercreditor agreement Security Documents (including, without limitation, including the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalfCollateral) as the same may be in effect or may be amended from time to time in accordance with its terms or the terms hereof and authorizes and directs the Security Collateral Agent to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Security Collateral Agent pursuant to the Collateral Security Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, shall do or cause to be done all such acts and things as may be required, or which required by the Security Agent from time to time may reasonably requestnext sentence of this Section 10.01, to assure and confirm to the Trustee that and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each Company shall take, and will shall cause their respective its Restricted Subsidiaries to take (including as may be requested by the Trustee) take, any and all actions reasonably required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer Company and any Guarantor the Guarantors hereunder, in respect of the Collateral, a valid and enforceable perfected Liens Lien and security interest in and on such 100% of the capital stock of, or other Equity Interests in, existing and future Domestic Subsidiaries owned by the Company and its Restricted Subsidiaries, substantially all the personal property assets of the Company and the Guarantors party to the Security Documents, all fee interests in real property assets and all leasehold interests, in favor of the Collateral ranking Agent for the benefit of the Holders, junior in right and priority of payment as set forth in the Intercreditor Agreement and (subject to no other Permitted Liens) to Liens other than as permitted by the terms of this Indenture and the Intercreditor Agreementsecuring Credit Agreement Obligations.

Security Documents. The (a) In order to secure the due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, interest on the Notes and any Note Guarantee Notes, when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturityMaturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, ) on the Notes and any Note Guarantee and performance of all other obligations of Note Obligations, (i) the Issuer and any Guarantor to the Holders Subsidiary Guarantors have, on the Issue Date simultaneously with the execution and delivery of Notes, the Trustee and the Security Agent under this Indenture, entered into Collateral Documents granting the Notes Collateral Agent a Lien, subject only to Permitted Liens, on all property and any Note Guarantee, according to the terms hereunder or thereunder, are secured assets (except as provided in the Collateral Agency Agreement) that are subject to a Lien securing any Senior Obligations and (ii) the Issuer and the Subsidiary Guarantors agree that they will take all such action as shall be required to ensure that the Note Obligations will at all times be secured by a Lien, subject only to Permitted Liens, on all assets (except as provided in the Collateral Agency Agreement) that in the future are subjected to a Lien to secure the Partnership’s existing and future Senior Obligations, which Lien shall be pursuant to documentation in form substantially similar to the documentation granting the Lien securing the relevant Senior Obligations, except as otherwise contemplated by the Collateral Agency Agreement and except for differences consistent with the forms of Collateral Documents and entered into on the Intercreditor Issue Date. (b) This Indenture and the Notes Collateral Documents (other than the Collateral Agency Agreement) are subject to the terms, limitations and conditions set forth in the Collateral Agency Agreement. Each Holder of Notes, by its acceptance thereofof a Note, consents is deemed to have consented and agrees agreed to the terms of the each Notes Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (includingDocument, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be originally in effect and as amended, supplemented or may be amended replaced from time to time in accordance with its terms or the terms of the Indenture or the Collateral Agency Agreement, to have authorized and authorizes and directs directed the Security Notes Collateral Agent to enter into the Notes Collateral Documents to which it is a party, and to have authorized and empowered the Intercreditor Agreement Notes Collateral Agent and any additional intercreditor agreement (through the Collateral Agency Agreement) the Collateral Agent to bind the Holders of Notes and other holders of Senior Obligations as set forth in the Collateral Documents to which they are a party and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documentsand powers thereunder, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, 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 Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as entering into amendments permitted by the terms of the Indenture, the Collateral Agency Agreement or the Collateral Documents. To the extent that any provision of this Indenture or any Collateral Document is not consistent with or contradicts the Collateral Agency Agreement, the Collateral Agency Agreement will govern. (c) Any Person which, after the Issue Date, becomes a Subsidiary Guarantor under this Indenture, shall, upon becoming a Subsidiary Guarantor under this Indenture, become a party to each applicable Collateral Document (on terms and conditions substantially the Intercreditor Agreementsame as the then current Collateral Documents) with respect to the assets or property of such Person that are Collateral.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts and premiumpremium on, if any, on and interest, on, the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium on, if any, and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor Company to the Holders of NotesNotes or the Trustee under this Indenture and the Notes (including, without limitation, the Trustee and the Security Agent under this Indenture, the Notes and any Note GuaranteeGuarantees), according to the terms hereunder or thereunder, are secured as provided in the Collateral applicable Security Documents and which the Intercreditor AgreementCompany has entered into simultaneously with the execution of this Indenture. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral any applicable Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalfCollateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent Collateral Trustee to enter into the Pledge Agreements, the Collateral Documents and the Intercreditor Trust Agreement and any additional intercreditor agreement other applicable Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer Company will deliver to the Trustee copies of all documents delivered to the Security Agent Collateral Trustee pursuant to the Collateral Security Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be requirednecessary or proper, or which as may be required by the provisions of the Security Agent from time to time may reasonably requestDocuments, to assure and confirm to the Trustee that and the Collateral Trustee the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor Company will each take, and will cause their respective Restricted its Subsidiaries to take (including as may be requested by take, upon request of the Trustee) , any and all actions reasonably required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor Company hereunder, in respect of the Collateral, a valid and enforceable perfected Liens second-priority Lien in and on such all the Collateral, in favor of the Collateral ranking in right Trustee for the benefit of the Holders of Notes, superior to and priority prior to the rights of payment as set forth in the Intercreditor Agreement all third Persons and subject to no other Liens other than Priority Liens and Permitted Prior Liens. (b) The Company and each of the Guarantors agrees to perform their respective obligations under the Security Documents, as permitted by the same may in effect from time to time, in accordance with the terms of this Indenture and the Intercreditor Agreementthereof.

Security Documents. The (a) From and after the Spin-Off Date, the due and punctual payment of the principal of, interest, Additional Amounts premium and premium, if any, interest on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations Notes Obligations of the Issuer and any Guarantor the Guarantors to the Holders of Notes, the Trustee and the Security Agent Notes Secured Parties under this Indenture, the Notes, the Guarantees and the Notes and any Note GuaranteeSecurity Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Collateral Documents and Notes Security Documents, which will define the terms of the Liens that secure the Notes Obligations, subject to the terms of the First Lien Pari Passu Intercreditor Agreement. The Trustee and the Issuer hereby acknowledge and agree that the Notes Collateral Agent will from and after the Spin-Off Date hold the Collateral in trust for the benefit of the Notes Secured Parties and pursuant to the terms of this Indenture and the Notes Security Documents. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Notes Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure of Collateral) and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) First Lien Pari Passu Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture and the First Lien Pari Passu Intercreditor Agreement, and authorizes and directs the Security Notes Collateral Agent to enter into the Collateral Notes Security Documents and the First Lien Pari Passu Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Subject to the Perfection Exceptions and the limitations set forth in the Notes Security Documents, from and after the Spin-Off Date, the Issuer will shall deliver to the Trustee Notes Collateral Agent copies of all documents delivered required to the Security Agent be filed pursuant to the Collateral Notes Security Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be requiredreasonably required by the next sentence of this Section 12.01, to provide to the Notes Collateral Agent the security interest in the Collateral contemplated hereby and/or by the Notes Security Documents or which the Security Agent any part thereof, as from time to time may reasonably request, 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 Collateral Documents and the Intercreditor Agreementconstituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Subject to the Perfection Exceptions and the limitations set forth in the Notes Security Documents, from and after the Spin-Off Date, the Issuer and any Guarantor will each takeshall, and will shall cause their respective Restricted the Subsidiaries to of the Issuer to, take (including as may be requested by the Trustee) any and all actions reasonably and make all filings (including, without limitation, the filing of UCC financing statements, continuation statements and amendments thereto) required to cause the Collateral Notes Security Documents and the Intercreditor Agreement to create and maintain, as security for the Notes Obligations of the Issuer and any Guarantor hereunderthe Guarantors to the Secured Parties, in respect of the Collateral, a valid and enforceable perfected Liens Lien and security interest in and on such all of the Collateral ranking (subject to the terms of the Notes Security Documents), in right and priority favor of payment as set forth in the Intercreditor Agreement and Notes Collateral Agent for the benefit of the Notes Secured Parties subject to no other Liens other than as permitted Permitted Liens. (b) Notwithstanding any provision hereof to the contrary, the provisions of this Section 12.01 are qualified in their entirety by the terms of Perfection Exceptions and neither the Issuer nor any Guarantor shall be required pursuant to this Indenture and or any Notes Security Document to take any action limited by the Intercreditor AgreementPerfection Exceptions.

Security Documents. (a) The due and punctual payment of the principal of, interestpremium on, if any, interest and Additional Amounts and premiumAmounts, if any, on the Notes and any Note Guarantee when and as the same shall will be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and of, premium on, if any, interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee Guarantee, and performance of all other obligations of the Issuer and any Guarantor to the Holders of NotesHolders, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Collateral Security Documents and the Intercreditor Agreement. Each Holder of NotesHolder, by its acceptance thereof, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement Additional Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Security Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement Additional Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its the Restricted Subsidiaries to, do or cause to be done all such acts and things as may be requirednecessary or proper, or which as may be required by the provisions of the Security Agent from time to time may reasonably requestDocuments, 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 Collateral Security Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured herebyGuarantee, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and the Issuer will cause their respective the Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected first-priority Liens in and on such all the Collateral ranking in right and priority of payment as set forth in this Indenture, the Intercreditor Agreement and any Additional Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture, the Intercreditor Agreement and any Additional Intercreditor Agreement. (b) Each of the Issuer, the Trustee and the Holders agree that the Security Agent will be the joint and several creditor (together with the Holders and the Trustee) 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 and the Guarantors of those obligations, except that such demand will only be made with the prior written consent of the Trustee acting at the written direction of the Holders representing a majority of the outstanding aggregate principal amount of the Notes. 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, will, 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 Collateral created under the Security Documents to which it is a party as contemplated by this Indenture, and any and all proceeds thereof, for the benefit of, among others, the Trustee and the Holders, to act in preservation of the security interest in the Collateral. The Security Agent will agree to any release of the security interest created by the Security Documents that is in accordance with this Indenture, the Intercreditor Agreement and any Additional Intercreditor Agreement without requiring any consent of the Holders or the Trustee. Subject to the preceding sentence, the Security Agent will take action or refrain from taking action in connection therewith only as directed by the Trustee. (d) Each Holder, by accepting a Note, will be deemed (i) to have authorized the Security Agent to enter into the Security Documents and (ii) to be bound thereby. Each Holder, by accepting a Note, appoints the Security Agent as its agent in accordance with the terms of the Security Documents and authorizes it to act on such Holder’s behalf. 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 enter into the Security Documents, as trustee on behalf of the Holders and the Trustee, together with all rights, powers and discretions as are reasonably incidental thereto or necessary to give effect to the trusts created thereunder. Subject to the requirement that it agree to any release of the security interest created by the Security Documents that is in accordance with the Indenture and the Intercreditor AgreementAgreement without requiring any consent of the Holders or the Trustee, the Security Agent will be entitled to seek directions from the Trustee and will be obligated to follow those directions if given. The Security Agent hereby accepts its appointment as the trustee of the Holders and the Trustee under the Security Documents, and its authorization to so act on such Holders’ and the Trustee’s behalf.

Security Documents. The From and after the consummation of the Transactions and upon the execution and delivery of the Security Documents, the due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, or interest on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturityMaturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law)of, premium, if any, or interest on the Notes and any Note Guarantee and performance of all other obligations Obligations of the Issuer and any Guarantor the Guarantors to the Holders of Notes, or the Trustee and the Security Agent under this Indenture, such Notes, the Notes related Note Guarantees and any Note Guaranteethe Security Documents with respect to the Notes, according to the terms hereunder or thereunder, are shall be secured as provided in the Collateral Documents Security Documents, which define the terms of the Liens that secure the Notes Obligations. The Trustee, the Issuer and the Intercreditor Guarantors hereby acknowledge and agree that the Collateral Trustee holds the Collateral in trust for the benefit of the Holders, the Trustee, the Collateral Trustee and the other First Lien Secured Parties (as defined in the Collateral Trust Agreement) and pursuant to the terms of the Security Documents. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalfCollateral) as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture, and authorizes and directs each of the Security Agent Trustee and the Collateral Trustee to enter into the Collateral Security Documents to which it is named as a party on the Issue Date, and at any time after the Intercreditor Agreement and any additional intercreditor agreement Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. The Upon the execution and delivery of the Security Documents, the Issuer will shall deliver to the Collateral Trustee copies of all documents delivered required to be filed pursuant to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which reasonably required by the Security Agent from time to time may reasonably requestnext sentence of this Section 12.01, to assure and confirm to the Collateral Trustee that the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each takeshall, and will shall cause their respective Restricted Subsidiaries to the Guarantors to, take (including as may be requested by the Trustee) any and all actions reasonably and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any the Guarantor hereunderto the secured parties under this Indenture, in respect of the CollateralNotes, the Note Guarantees and the Security Documents, a valid and enforceable perfected Liens Lien and security interest in and on such all of the Collateral ranking (subject to the terms of the Security Documents), in right favor of the Collateral Trustee for the benefit of the Holders, the Trustee and priority of payment as set forth in the Intercreditor Agreement and Collateral Trustee subject to no other Liens other than as permitted by Permitted Liens. It is further understood and agreed that there shall be no Security Document (or other security agreements or pledge agreements) governed under the terms laws of this Indenture and the Intercreditor Agreementany non-U.S. jurisdiction.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts premium and premium, if any, interest on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations Obligations of the Issuer and any Guarantor the Guarantors to the Holders of Notes, or the Trustee and the Security Agent under this Indenture, the Notes Notes, the Note Guarantees, any Intercreditor Agreements and any Note Guaranteethe Security Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Security Documents, which define the terms of the Liens that secure Secured Notes Obligations, subject to the terms of any Intercreditor Agreements. The Trustee, the Issuer and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and the any Intercreditor AgreementAgreements. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure of Collateral) and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture and any Intercreditor Agreements, and authorizes and directs the Security Notes Collateral Agent to enter into the Collateral Security Documents and on the Intercreditor Agreement and any additional intercreditor agreement Issue Date and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Security Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Issuer will shall deliver to the Trustee Notes Collateral Agent copies of all documents delivered required to be filed pursuant to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which reasonably required by the Security Agent from time to time may reasonably requestnext sentence of this Section 12.01, to assure and confirm to the Trustee that Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each takethe Guarantors shall, at their sole expense and will cause their respective Restricted Subsidiaries subject to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as other limitations set forth in Section 12.07, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Intercreditor Agreement Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and subject priority (or continuance thereof) of the security interests created or intended to no other Liens other than as permitted be created by the terms Security Documents in the Collateral. Such security interests will be created under the Security Documents and other security agreements, mortgages, deeds of this Indenture trust and other instruments and documents in form reasonably satisfactory to the Intercreditor AgreementTrustee.

Security Documents. The due and punctual payment of the principal of, premium and interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee payment and performance of all other obligations Obligations of the Issuer Company and any Guarantor the Guarantors to the Holders of NotesHolders, the Trustee and or the Security Notes Collateral Agent under this Indenture, the Notes Notes, the Note Guarantees, the First Lien Intercreditor Agreement, the Junior Lien Intercreditor Agreement, if any, and any Note Guaranteethe Security Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Collateral Documents and the Intercreditor AgreementSecurity Documents. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for the possession, use, release and foreclosure of Collateral) and release of Collateral the First Lien Intercreditor Agreement and authorizing the Security Agent to enter into any Collateral Document on its behalf) Junior Lien Intercreditor Agreement, if any, each as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture, and authorizes and directs the Security Notes Collateral Agent and the Trustee, if applicable, to enter into the Collateral Security Documents and the First Lien Intercreditor Agreement on the Issue Date, and the Security Documents and the Junior Lien Intercreditor Agreement, if any, at any additional intercreditor agreement time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will Company shall deliver to the Trustee Notes Collateral Agent copies of all documents delivered required to be filed pursuant to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which reasonably required by the Security Agent from time to time may reasonably requestDocuments, to assure and confirm to the Trustee that Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer On or following the Issue Date and any Guarantor will each takesubject to the First Lien Intercreditor Agreement and the Perfection Exceptions, the Company and will the Guarantors shall promptly execute, file or cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) filing of any and all actions further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Notes Collateral Agent may reasonably required request, in order to cause the Collateral Documents and the Intercreditor Agreement to create and grant, preserve, maintain, as security for protect and perfect (or continue the Obligations of perfection of) the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right validity and priority of payment as set forth the security interests created or intended to be created by the Security Documents in the Intercreditor Agreement Collateral (including, for the avoidance of doubt, correcting any material defect or error that may be discovered in the execution, acknowledgement, filing or recordation of any Security Document or other document or instrument relating to any Collateral), all at the expense of the Company. In addition, from time to time, the Company and subject to no other Liens other than as permitted by each Guarantor will reasonably promptly secure the terms of obligations under this Indenture and the Intercreditor AgreementSecurity Documents by pledging or creating, or causing to be pledged or created, first-priority perfected security interests (subject to Permitted Liens) with respect to the Collateral. Such security interests and Liens will be created under the Security Documents and other security agreements and other instruments and documents.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts of and interest and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payabledue, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, otherwise and interest on whether by the overdue principal of and interest and Additional Amounts (Issuers pursuant to the extent permitted Notes or by law)the Guarantors or Affiliated Guarantors pursuant to the Guarantees, if any, on the payment of all other Notes Obligations and any Note Guarantee and the performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee Issuers and the Security Agent Guarantors under this Indenture, the Notes Notes, the Guarantees and any Note Guarantee, according to the terms hereunder or thereunder, are Security Documents (and other First-Priority Obligations if required thereby) shall be secured as provided in the Collateral Documents Security Documents, which the Issuers and the Intercreditor Agreementapplicable Guarantors and Affiliated Guarantors will enter into on the Issue Date and will be secured by Security Documents thereafter delivered as required or permitted by this Indenture. Each Holder of NotesThe Guarantors, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents applicable Affiliated Guarantors and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral DocumentsIssuers shall, and the Issuer and the Parent will, and the Parent will shall cause each of its Restricted their respective Subsidiaries to, do 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 cause required by the Security Documents to maintain (at the sole cost and expense of the Guarantors, Affiliated Guarantors, Issuers, and their respective 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 done all such acts and things as may be required, or which perfected under the Security Agent from time Documents) as a perfected security interest subject only to time may reasonably requestPermitted Liens and Liens permitted by Section 4.12. (b) Notwithstanding the foregoing, the Guarantors and applicable Affiliated Guarantors and the Issuers shall use commercially reasonable efforts to assure and confirm perfect all security interests in the Collateral (other than Excluded Property) on the Issue Date and, with respect to the Trustee that the Security Agent holdsany Collateral (other than Excluded Property), for which security interests have not been granted or perfected on the benefit of the Trustee and the HoldersIssue Date, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required use commercially reasonable efforts to cause the Collateral Documents and taking of additional actions required to grant or perfect the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth interest in the Intercreditor Agreement and subject Collateral required to no other Liens other than as permitted by the terms of be pledged under this Indenture and the Intercreditor AgreementSecurity Documents within 120 days following the Issue Date.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts premium and premium, if any, interest on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations Obligations of the Issuer and any Guarantor the Guarantors to the Holders of Notes, or the Trustee and the Security Agent under this Indenture, the Notes Notes, the Guarantees and any Note Guaranteethe Security Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Collateral Documents Security Documents, which define the terms of the Liens that secure the Notes Obligations, subject to the terms of the Intercreditor Agreement and any other Acceptable Intercreditor Agreement. The Trustee and the Issuer hereby acknowledge and agree that the Collateral Agent holds the security interest in the Collateral for the benefit of itself, the Holders and the Trustee and pursuant to the terms of this Indenture, the Security Documents, the Intercreditor Agreement and any other Acceptable Intercreditor Agreement. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral), the Intercreditor Agreement and any additional intercreditor agreement (includingother Acceptable Intercreditor Agreement, without limitationin each case, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture, the Intercreditor Agreement and any other Acceptable Intercreditor Agreement, and authorizes and directs the Security Collateral Agent to enter into the Collateral Documents and Security Documents, the Intercreditor Agreement and any additional intercreditor agreement other Acceptable Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will shall deliver to the Trustee Collateral Agent copies of all documents delivered required to be filed pursuant to the Security Agent pursuant Documents to which the Collateral DocumentsAgent is a party, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be requiredreasonably required by the next sentence of this Section 10.01, or which to provide to the Collateral Agent the security interest in the Collateral contemplated hereby and/or by the Security Agent Documents or any part thereof, as from time to time may reasonably request, 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 Collateral Documents and the Intercreditor Agreementconstituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each takeshall, and will shall cause their respective Restricted the Subsidiaries to of the Issuer to, take (including as may be requested by the Trustee) any and all actions reasonably and make all filings (including the filing of (i) UCC financing statements, continuation statements and amendments thereto and (ii) any intellectual property filings with the U.S. Patent and Trademark Office or U.S. Copyright Office, as applicable) required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Notes Obligations of the Issuer and any Guarantor hereunderthe Guarantors to the Notes Secured Parties, in respect of the Collateral, a valid and enforceable perfected Liens Lien and security interest in and on such all of the Collateral ranking (subject to the terms of the Intercreditor Agreement, any other Acceptable Intercreditor Agreement and the Security Documents), in right favor of the Collateral Agent for the benefit of the Holders and priority of payment as set forth in the Trustee subject to no Liens other than Permitted Liens. (b) Neither the Issuer nor any Guarantor shall be required pursuant to this Indenture or any Security Document to take any action that would be inconsistent with the Security Documents, the Intercreditor Agreement and subject to no or any other Liens other than as permitted by the terms of this Indenture and the Acceptable Intercreditor Agreement.

Security Documents. The In order to secure the due and punctual payment of the principal ofprincipal, interest, Additional Amounts and premium, if any, and interest on the Notes and any Note Guarantee Notes, when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturitythe Maturity Date, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer Company and any Guarantor the Guarantors to the Holders of Notes, or the Trustee and the Security Agent under this Indenture, the Notes and any the Note GuaranteeGuarantees, according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents Company and the Intercreditor AgreementGuarantors shall, on the Issue Date, enter into each Security Document which by its terms requires such Guarantor to become a party thereto. Any Subsidiary of Parent who, after the Issue Date, becomes a Guarantor under this Indenture shall, upon becoming a Guarantor under this Indenture, become a party to each applicable Security Document. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to all of the terms and provisions of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (includingSecurity Documents, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its pursuant to the terms of the Security Documents and this Indenture, and authorizes and directs the Security Agent Trustee to enter into the Security Documents on its behalf and on behalf of such Holder, to appoint the Collateral Documents Agents to serve as collateral agents and representatives of the Intercreditor Agreement Trustee and any additional intercreditor agreement such Holder thereunder and in accordance therewith and to perform its obligations and exercise its rights thereunder and in accordance therewith. The Issuer will Company shall deliver to the Trustee copies of all documents delivered to the Security Agent Collateral Agents pursuant to the Collateral Security Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, shall do or cause to be done all such acts and things as may be requirednecessary or proper, or which as may be required by the provisions of the Security Agent from time to time may reasonably requestDocuments, to assure and confirm to the Trustee that and the Collateral Agents the security interest in the Collateral contemplated by this Indenture, the Security Agent holdsDocuments or any part hereof or thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee Guarantees secured herebythereby, according to the intent and purposes herein and therein expressed. The Issuer and any Guarantor will each Company shall take, and will cause their respective Restricted Subsidiaries upon the written request of the Trustee (to take (including as may be requested by the Trustee) extent the Trustee is permitted to make such request under the Security Documents), any and all actions reasonably required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations obligations of the Issuer Company under this Indenture, the Notes and any Guarantor hereunderthe Note Guarantees, a valid and enforceable perfected Lien on and security interest in respect all of the Collateral, valid in favor of the Collateral Agents for the benefit of the Holders, the Trustee and enforceable perfected Liens other Persons for whose benefit the Collateral Agent or Trustee, as applicable, acts pursuant to the Security Documents. The Trustee shall, upon receipt of an Officers' Certificate designating any amendment, refinancing successor or replacement agreement to the New Credit Facility as a New Credit Facility pursuant to the definition of New Credit Facility, (i) acknowledge in and on such Collateral ranking in right and priority of payment writing to the Company that, as set forth may be requested in the Intercreditor Officers' Certificate, the Security Documents and, if applicable, the Proceeds Sharing Agreement shall be applicable to the obligations of Parent or any of its Subsidiaries pursuant to such New Credit Facility, or (ii) execute new Security Documents and, if applicable, a Proceeds Sharing Agreement on substantially identical terms as the existing Security Documents and subject Proceeds Sharing Agreement, with such changes therein as are necessary to no other Liens other than reflect such New Credit Facility and the parties thereto. Any collateral held by a Collateral Agent (as permitted by defined in the terms applicable Security Documents) for the benefit of the Holders shall constitute Collateral for purposes of this Indenture Indenture. The Company covenants and agrees with the Intercreditor AgreementTrustee and each Holder that, for so long as the Notes shall be secured by a Lien on any Collateral, the Notes shall be secured by a pledge of 100% of the Equity Interests in the Pledged Holdco pursuant to the Security Documents.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts premium and premium, if any, interest on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations Obligations of the Issuer and any Guarantor the Guarantors to the Holders of NotesHolders, the Trustee and or the Security Collateral Agent under this Indenture, the Notes Notes, the Note Guarantees, and any Note Guaranteethe Security Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Collateral Documents Security Documents. The Trustee, the Issuer and the Intercreditor AgreementGuarantors hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders, the Trustee and the Collateral Agent and pursuant to the terms of the Security Documents. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) Collateral), each as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture, and authorizes and directs the Security Agent Trustee and Collateral Agent, if applicable to enter into the Collateral Security Documents and the Junior Intercreditor Agreement and Agreement, if any, at any additional intercreditor agreement time, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. Each Holder, by acceptance of the Notes, shall be deemed to (i) have authorized and instructed the Collateral Agent to, without any further consent of any Holder, enter into (or acknowledge and consent to) or, subject to Article IX, amend, renew, extend, supplement, restate, replace, waive or otherwise modify any Security Document or any other intercreditor agreement, (ii) have irrevocably agreed that (x) the Collateral Agent may rely exclusively on an Officer’s Certificate of the Issuer as to whether any such other Liens are not prohibited and (y) any Security Document or other intercreditor agreement entered into by the Collateral Agent in accordance with the terms of this Indenture shall be binding on such Holder and such Holder will take no actions contrary to the provisions of, if entered into and if applicable, any Security Document or intercreditor agreement and (iii) have irrevocably agreed that it will not challenge, question or contest or support any other person in challenging, questioning or contesting, in any proceeding (including any insolvency or liquidation proceeding after the Conversion Date), (x) the perfection, priority, validity, attachment or enforceability of any Lien held by or on behalf of any other holder of Second Lien Obligations in all or any part of the Collateral or (y) the validity or enforceability of any Second Lien Obligations of any series or any Security Document. The Issuer will shall deliver to the Trustee and the Collateral Agent copies of all documents delivered required to be filed pursuant to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which reasonably required by the Security Agent from time to time may reasonably requestnext sentence of this Section 12.1, to assure and confirm to the Trustee that Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The On or following the Conversion Date, the Issuer and the Grantor (and if the Staggered Emergence is undertaken, with respect to any Guarantor will each takeDesignated Entity that is an Other Obligor before the Conversion Date, and will cause their respective on or promptly following the date such Designated Entity becomes a Restricted Subsidiaries to take (including as may be requested by Subsidiary of the TrusteeIssuer after the Conversion Date, such Designated Entity) shall execute any and all actions reasonably further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under the Note Documents or applicable law in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the security interests created or intended to be created by the Security Documents in the Collateral and cause the Collateral Documents Requirement to be and remain satisfied, provided that for so long as there are outstanding any Senior Secured Credit Facility Obligations, no actions shall be required to be taken with respect to the Intercreditor Agreement to create and maintain, as perfection of security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth interests in the Intercreditor Agreement and subject Security Documents in the Collateral to no other Liens other than as permitted by the terms of this Indenture and extent not required to be taken with respect to the Intercreditor Applicable Credit Agreement.

Security Documents. The In order to secure the due and punctual payment of the principal ofprincipal, interest, Additional Amounts and premium, if any, Additional Amounts, if any, and interest on the Notes and any Note Guarantee Securities, when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturitythe Maturity Date, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee Securities and performance of all other obligations of the Issuer and any Guarantor the Guarantors to the Holders of Notes, or the Trustee and the Security Agent under this Indenture, the Notes Securities and any Note Guaranteethe Guarantees, according the Issuer and the Guarantors have, on the Issue Date simultaneously with the execution and delivery of this Indenture, entered into the Security Documents. Any Person which, after the Issue Date, becomes a Guarantor under this Indenture, shall, upon becoming a Guarantor under this Indenture, become a party to each applicable Security Document with respect to the terms hereunder assets or thereunderproperty of such Person, are secured as provided in if any, that secure the Collateral Documents and the Intercreditor AgreementObligations of such Person. Each Holder of NotesHolder, by its acceptance thereofaccepting a Security, consents and agrees to all of the terms and provisions of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (includingSecurity Documents, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its pursuant to the terms of the Security Documents and this Indenture, and authorizes and directs the Security Trustee to enter into, or instruct the Collateral Agent to enter into into, the Security Documents on its behalf and on behalf of such Holder, to appoint the Collateral Documents Agent to serve as collateral agent and representative of the Trustee and such Holder thereunder and in accordance therewith and for each of the Trustee and the Intercreditor Agreement and any additional intercreditor agreement and Collateral Agent to perform its obligations and exercise its rights thereunder and in accordance therewith. In addition, each Holder further acknowledges and agrees that the Trustee is not required to, and shall not, take any action requested by a Holder under, in respect of or otherwise in connection with any Security Document, including, without limitation, instructing the Collateral Agent to enforce any of the Security Documents, unless the requisite Holders have properly instructed the Trustee in accordance with the terms of this Indenture, and the Trustee shall suffer no liability for not acting in the absence of any such instructions. The Issuer will shall deliver to the Trustee copies of all documents delivered to the Security Collateral Agent pursuant to the Collateral Security Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, shall do or cause to be done all such acts and things as may be requirednecessary or proper, or which as may be required by the provisions of the Security Agent from time to time may reasonably requestDocuments, to assure and confirm to the Trustee that and the Collateral Agent the Liens on and security interests in the Collateral contemplated by this Indenture, the Security Agent holdsDocuments or any part hereof or thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes Securities and any Note Guarantee Guarantees secured herebythereby, according to the intent and purposes herein and therein expressed. The Issuer and any each Guarantor will each shall take, and will cause their respective Restricted Subsidiaries upon the written request of the Collateral Agent or the Trustee (to take (including as may be requested by the Trustee) extent the Trustee is permitted to make such request under the Security Documents), any and all actions reasonably required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations obligations of the Issuer and any Guarantor hereunderthe Guarantors under this Indenture, the Securities and the Guarantees, a valid and enforceable perfected Lien on and security interest in respect all of the Collateral, valid and enforceable perfected Liens in and on such favor of the Collateral ranking in right and priority Agents for the benefit of payment the Secured Parties. Any collateral held by a Collateral Agent (as set forth defined in the Intercreditor Agreement and subject to no other Liens other than as permitted by applicable Security Documents) for the terms benefit of the Secured Parties shall constitute Collateral for purposes of this Indenture and the Intercreditor AgreementIndenture.

Security Documents. The due Noteholder Parties and punctual payment the other Secured Parties authorize the Collateral Agent and the Trustee to release any Collateral or Guarantors in accordance with Section 15.12 or if approved, authorized or ratified in accordance with Section 13.01. The Noteholder Parties and the other Secured Parties hereby irrevocably authorize and instruct the Trustee and the Collateral Agent to, without any further consent of any Noteholder Party or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify the First Lien/First Lien Intercreditor Agreement, any Permitted Junior Intercreditor Agreement, any other Permitted Pari Passu Intercreditor Agreement or any other intercreditor agreement with the collateral agent or other representatives of the principal of, interest, Additional Amounts and premium, if any, holders of Indebtedness that is to be secured by a Lien on the Notes Collateral that is not prohibited (including with respect to priority or in respect of the Priority Waterfall) under this Indenture and to subject the Liens on the Collateral securing the Obligations to the provisions thereof (any Note Guarantee when of the foregoing, an “Intercreditor Agreement”). The Noteholder Parties and as the same shall be due other Secured Parties irrevocably agree that (x) the Trustee and payable, whether the Collateral Agent may rely exclusively on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations Officer’s Certificate of the Issuer and Opinion of Counsel as to whether any Guarantor such other Liens are not prohibited and (y) any Intercreditor Agreement entered into by the Trustee or the Collateral Agent shall be binding on the Secured Parties, and each Noteholder Party and the other Secured Parties hereby agrees that it will take no actions contrary to the Holders provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of Notesany Indebtedness not prohibited by Section 8.01 hereof to extend credit to the Note Parties and such persons are intended third-party beneficiaries of such provisions. Furthermore, the Noteholder Parties and the other Secured Parties hereby authorize the Trustee and the Security Collateral Agent to release any Lien on any property granted to or held by the Trustee or the Collateral Agent under any Note Document (i) to the holder of any Lien on such property that is permitted by clauses (i) and (j) of Section 8.02 or Section 8.02(a) (if the Liens thereunder are of a type that is contemplated by any of the foregoing clauses) in each case to the extent the contract or agreement pursuant to which such Lien is granted prohibits any other Liens on such property or (ii) that is or becomes Excluded Property; and the Trustee and the Collateral Agent shall do so upon request of the Issuer; provided, that prior to any such request, the Issuer shall have in each case delivered to the Trustee and the Collateral Agent an Officer’s Certificate of the Issuer certifying (x) that such Lien is permitted under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided (y) in the Collateral Documents and the Intercreditor Agreement. Each Holder case of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent a request pursuant to the Collateral Documentsclause (i) of this sentence, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for contract or agreement pursuant to which such Lien is granted prohibits any other Lien on such property and (z) in the benefit case of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as a request pursuant to render the same available for the security and benefit clause (ii) of this Indenture sentence, that (A) such property is or has become Excluded Property and (B) if such property has become Excluded Property as a result of the Notes a contractual restriction, such restriction does not violate Section 8.09(c) and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations an Opinion of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementCounsel.

Security Documents. The due To secure the full and punctual payment when due and the full and punctual performance of the principal ofObligations of the parties hereto, interestthe Issuer, Additional Amounts the Guarantors and premium, if anythe Notes Collateral Agent shall, on the Issue Date, enter into certain Notes and any Note Guarantee when and as the same shall Security Documents to be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest executed on the overdue principal of Issue Date and interest may enter into additional Notes Security Documents and Additional Amounts (take or cause to be taken all such actions as may be required to create, perfect and maintain, as security for the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations Obligations of the Issuer and any Guarantor the Guarantors to the Holders of NotesNotes Collateral Agent, the Trustee and the Security Agent Holders under this Indenture, the Notes, the Guarantees and the Notes Security Documents, a valid and any Note Guaranteeenforceable perfected first-priority Lien and security interest in all of the Collateral to the extent required by the Collateral and Guarantee Requirement in favor of the Notes Collateral Agent for its benefit and the benefit of the Trustee and the Holders, according subject to the terms hereunder or thereunder, are secured as provided in of the Collateral Notes Security Documents and the Intercreditor Agreementthis Indenture. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Notes Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalfCollateral) as the same each may be in effect or may be amended from time to time in accordance with its their terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, 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 Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementAgreements. To the extent any Lien or security interest required pursuant to this Indenture and the Notes Security Documents is not perfected by the Issue Date, the Issuer and the applicable Guarantors shall use their commercially reasonable efforts to perform all acts and things that may be required, to have all such Liens and security interests in the Collateral duly created and enforceable and perfected, to the extent required by this Indenture and the Notes Security Documents, as promptly as practicable and in any event within 120 days following the Issue Date (or such later date as the Bank Collateral Agent may have agreed to under the Senior Credit Facilities), with respect to Collateral that does not constitute Material Real Property, and within the time period specified under Section 10.09 with respect to Material Real Property.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts premium and premium, if any, interest on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations Obligations of the Issuer Company and any Guarantor the Guarantors to the Holders of Notes, or the Trustee and the Security Agent under this Indenture, the Notes Notes, the Subsidiary Guarantees and any Note Guaranteethe Security Documents, according to the terms hereunder or thereunder, are shall be secured 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 Trustee, the Company and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and the Intercreditor AgreementAgreements. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure of Collateral) and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Security Notes Collateral Agent to enter into the Collateral Security Documents and the First Lien Intercreditor Agreement and any additional intercreditor agreement on the Issue Date and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement and any of the other Security Documents, the applicable Intercreditor Agreement shall control. Each Holder, by its acceptance of a Note, (a) agrees that it will be subject to and bound by and will take no actions contrary to the provisions of the First Lien Intercreditor Agreement and (b) authorizes and instructs the Notes Collateral Agent to enter into the First Lien Intercreditor Agreement on the Issue Date as the Notes Collateral Agent, and on behalf of such Holder, including without limitation, making the representations of the Holders contained therein. The Issuer will Company shall deliver to the Trustee Notes Collateral Agent copies of all documents delivered required to be filed pursuant to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which reasonably required by the Security Agent from time to time may reasonably requestnext sentence of this Section 12.01, to assure and confirm to the Trustee that Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer Company and any Guarantor will each takethe Guarantors shall, at their sole expense, take all actions and will cause their respective Restricted Subsidiaries to take make all filings (including as filing Uniform Commercial Code (including amendments and continuation statements) and other financing statements, mortgages and deeds of trust) that may be requested by required under applicable law, or that the Trustee) any Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintainpriority (or continuance thereof), as security for the Obligations of Company and the Issuer Guarantors to the secured parties under this Indenture, the Notes, the Subsidiary Guarantees, the Intercreditor Agreements and any Guarantor hereunderthe Security Documents, in respect of the Collateral, a valid and enforceable perfected Liens Lien and security interest in and on such all of the Collateral ranking in right and priority (subject to the terms of payment as set forth in the Intercreditor Agreement Agreements and the Security Documents), in favor of the Notes Collateral Agent for the benefit of the Holders and the Trustee subject to no other Liens other than as permitted Permitted Liens. (b) It is understood and agreed that prior to the Discharge of First Lien Obligations that are Credit Agreement Obligations, to the extent that the First Lien Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, surveys, legal opinions or other deliverables with respect to, particular assets or the provision of any guarantee by any Subsidiary (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date) where it determines that such action cannot be accomplished without undue effort or expense by the terms time or times at which it would otherwise be required to be accomplished by the Senior Credit Facilities), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the First Lien Collateral Agent in respect of any such matters under the Senior Credit Facilities shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Intercreditor AgreementSecurity Documents.

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts of and premium, if any, interest on the Notes and any Note Guarantee Securities when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee Securities and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, Securities or the Trustee under this Indenture and the Security Agent under this Indenture, the Notes and any Note GuaranteeSecurities, according to the terms hereunder or thereunder, are shall be secured as provided in the Collateral Security Documents and which the Intercreditor AgreementIssuer has entered into simultaneously with the execution of this Indenture. Each Holder of NotesSecurities, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and Security Documents, the Intercreditor Agreement and any additional intercreditor agreement the Collateral Agency Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalfCollateral) as the same may be in effect or may be amended from time to time in accordance with its terms and terms, authorizes and directs the Security Agent Trustee (or Collateral Agent, if applicable), to enter into the Collateral Documents and Security Documents, the Intercreditor Agreement and any additional intercreditor agreement Collateral Agency Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, shall do or cause to be done all such acts and things as may be requirednecessary or proper, or which as may be required by the provisions of the Security Agent from time to time may reasonably requestDocuments, the Intercreditor Agreement and the Collateral Agency Agreement, to assure and confirm to the Trustee that and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee Securities secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each shall take, and will or shall cause their respective Restricted its Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, a valid and enforceable perfected Liens second priority Lien in and on such Collateral ranking all the Collateral, in right favor of the Trustee for its benefit and priority the ratable benefit of payment as set forth in the Intercreditor Agreement Holders of Securities, superior to and prior to the rights of all third Persons (other than the agent on behalf of the lenders under the Credit Facility and the Bond Trustee on behalf of the holders of the Secured Series 2002 Bonds) and subject to no Liens (other than Liens granted by the Issuer for purposes of securing its obligations under the Credit Facility and with respect to the Secured Series 2002 Bonds, Collateral Permitted Liens and any other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementSecurity Documents).

Security Documents. On the date of this Indenture, the Company shall fund a Debt Service Reserve Account with cash and Time Deposits (as defined in the Account Management Agreement) purchased with the net proceeds from the sale of the Notes in an aggregate amount that, when such Cash Equivalents mature, would provide sufficient monies to pay interest due in respect of the Notes (i) for the first two Interest Payment Dates at any time until payment of interest in respect of the first Interest Payment Date has been made and (ii) at all times thereafter, for the next following Interest Payment Date. Amounts on deposit in the Debt Service Reserve Account will be available to the Company in the event that the Company lacks sufficient funds on an Interest Payment Date or the maturity date to make payments of principal, interest and Additional Amounts, if any, on the Notes. Pursuant to an account management agreement (the “Account Management Agreement”), an account manager (the “Account Manager”) will act as agent for the Trustee, on behalf of the Holders of Notes with respect to the amounts deposited in the Debt Service Reserve Account. The due and punctual payment of the principal of, interest, Additional Amounts of and premium, if any, interest on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and Notes, performance of all other obligations Note Obligations of the Issuer and any Guarantor to obligors, together with Hedging Obligations of the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note GuaranteeCompany, according to the terms hereunder or thereunder, are secured on a pari passu basis among the Secured Parties, as provided in the Collateral Security Documents and which the Intercreditor AgreementCompany has entered into simultaneously with the execution of this Indenture. Each Holder of NotesHolder, by its acceptance thereofof the Notes, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalfCollateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent Trustee to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder as Secured Parties in accordance therewith. The Issuer Company will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be requiredrequired by applicable law or may be necessary or proper, or which as may be required by the provisions of the Security Agent from time to time may reasonably requestDocuments, to assure and confirm to the Trustee that the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor Company will each take, and will cause their respective Restricted its Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunderNote Obligations, in respect of the Collateral, a valid and enforceable perfected Liens first priority Lien in and on such all the Collateral, in favor of the Collateral ranking in right Agent, the Trustee for the benefit of the Holders and priority the counterparty under the Hedging Obligations of payment the Company, as set forth in Secured Parties (the Intercreditor Agreement “Secured Parties”), superior to and prior to the rights of all third Persons and subject to no other Liens than Permitted Liens. If at any time after the Issue Date there is a change in PRC law or interpretation in PRC law under which the encumbrance of the PRC Subsidiary’s assets or Property by a Lien is permissible and reasonably practicable, then the Company shall cause the PRC Subsidiary to, concurrently: (i) execute and deliver to the Trustee a Security Document upon substantially the same terms of the existing Security Documents granting a Lien upon such assets or Property to the Trustee for the benefit of the holders of Notes, which Lien shall be first priority if such assets or Property is not then encumbered by any other Lien (other than as Liens required by law) or a second priority Lien if such assets or Property is at that time so encumbered; (ii) cause the Lien to be granted in such Security Document to be duly perfected in any manner permitted by law; and (iii) deliver to the terms Trustee an Opinion of Counsel reasonably satisfactory to the Trustee confirming as to such Security Document the matters set forth as to the Security Documents and Liens thereunder in the Opinions of Counsel delivered to holders on the Issue Date and, if the property subject to such Security Document is an interest in real estate, such local counsel opinions, insurance policies, surveys and other supporting documents as the Trustee may reasonably request. Notwithstanding (i) anything to the contrary contained in this Indenture, the Security Documents, the Notes or any other instrument governing, evidencing or relating to any Debt, (ii) the time, order or method of attachment of any Liens, (iii) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect any Lien upon any Collateral, (iv) the time of taking possession or control over any Collateral or (v) the rules for determining priority under the law of any relevant jurisdiction governing relative priorities of secured creditors: (A) the Liens will rank at least equally and ratably with all valid, enforceable and perfected Liens, whenever granted upon any present or future Collateral, but only to the extent such Liens are permitted under this Indenture to exist and to rank equally and ratably with the Notes and the Intercreditor AgreementSubsidiary Guarantees; and (B) all proceeds of the Collateral applied under the Security Documents shall be allocated and distributed as set forth in Section 6.10.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts and premiumpremium on, if any, on interest and Additional Amounts, if any, on, the Notes and any Note Guarantee the Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and of, premium on, if any, interest and Additional Amounts Amounts, if any (to the extent permitted by law), if any, on the Notes and any Note Guarantee Notes, the Guarantees and performance of all other obligations of the Issuer and any Guarantor the Guarantors to the Holders of Notes, or the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, the Guarantees according to the terms hereunder or thereunder, are shall be secured by security interests, as provided in in, and on the Collateral Documents and terms provided by, the Intercreditor Agreement, any Additional Intercreditor Agreement and the Security Documents, granted in the Collateral. Each Holder of NotesHolder, by its acceptance thereofof a Note, consents and agrees to the terms of the Collateral Documents Intercreditor Agreement, any Additional Intercreditor Agreement, and the Intercreditor Agreement and any additional intercreditor agreement Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral Liens and authorizing the Security Agent to enter into any Collateral Security Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewiththerewith and in accordance with the Intercreditor Agreement and any Additional Intercreditor Agreement. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Security Documents, and the Issuer and the Parent Guarantors will, and the Parent Company will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be requiredreasonably necessary or proper, or which as may be required by the provisions of the Security Agent from time to time may reasonably requestDocuments, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee Trustee, the Security Agent and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor AgreementSecurity Documents, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee the Guarantees secured herebythereby, according to the intent and purposes herein expressed. The Subject to the Agreed Security Principles and the Intercreditor Agreement, the Issuer and any Guarantor the Guarantors will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by upon request of the Trustee) Trustee or the Security Agent, any and all actions reasonably required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, a valid and enforceable perfected Liens first priority Lien in and on such all the Collateral ranking in right and priority of payment as set forth in this Indenture and the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor Agreement. (b) Each of the Issuer, 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 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 consent of the Trustee or as otherwise 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 Trustee for the Notes has, and each Holder of a Note, by accepting such Note, shall be deemed to have: (A) irrevocably appointed the Security Agent (and, in the case of the Holders, the Trustee) to act as its agent under the Intercreditor Agreement and the other relevant documents to which it is a party (including, without limitation, the Security Documents); (B) irrevocably authorized the Security Agent to (i) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Intercreditor Agreement or other documents to which it is a party (including, without limitation, the Security Documents), together with any other incidental rights, power and discretions; and (ii) execute each document, waiver, modification, amendment, renewal or replacement expressed to be executed by the Security Agent on its behalf; and (C) accepted the terms and conditions of the Intercreditor Agreement and any Additional Intercreditor Agreement and agreed to be bound thereby, and authorized the Trustee and the Security Agent to enter into any such Additional Intercreditor Agreement; (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 enter into the Security Documents, as trustee on behalf of the Holders and the Trustee, together with all rights, powers and discretions as are reasonably incidental thereto or necessary to give effect to the trusts created thereunder. (e) The Trustee shall not be responsible for the legality, validity, effectiveness, suitability, adequacy or enforceability of the Security 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, 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 assets subject thereto by reason of the act or omission by the Security Agent in relation to its functions thereunder.

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts of and interest and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payabledue, whether on an interest payment dateInterest Payment Date, at maturityStated Maturity, by acceleration, repurchase, redemption or otherwise, otherwise and interest on whether by the overdue principal of and interest and Additional Amounts (Issuers pursuant to the extent permitted Notes or by law)any Guarantor (other than Cogent Holdco) pursuant to its Note Guarantee, if any, on the Notes payment of all other Obligations and any Note Guarantee and the performance of all other obligations Obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee Issuers and the Security Agent Guarantors (other than Cogent Holdco) under this Indenture, the Notes Notes, the Note Guarantees and any Note Guarantee, according to the terms hereunder or thereunder, Security Documents are secured as provided in the Collateral Security Documents and the Intercreditor Agreementwill be secured by Security Documents hereafter delivered as required or permitted by this Indenture. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents The Issuers and the Intercreditor Agreement and any additional intercreditor agreement Guarantors (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalfother than Cogent Holdco) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee true and complete copies of all documents delivered to the Security Collateral Agent pursuant to the Collateral DocumentsSecurity Agreement and the Intercreditor Agreement, if any, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be requirednecessary or proper, or which as may be required by the provisions of the Security Agent from time to time may reasonably requestAgreement or the Intercreditor Agreement, if any, to assure and confirm to the Trustee that and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holds, for the benefit of the Trustee Agreement and the Holdersother Security Documents, duly createdor by any part thereof, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each takeIssuers shall, and will shall cause their respective Restricted Subsidiaries to take each Guarantor (other than Cogent Holdco) to, and each Guarantor (other than Cogent Holdco) shall, make all filings (including as filings of continuation statements and amendments to UCC financing statements that may be requested by necessary to continue the Trusteeeffectiveness of such UCC financing statements) and take any and all other actions reasonably required necessary to cause maintain (at the sole cost and expense of the Issuers and the Guarantors (other than Cogent Holdco)) the security interests created by the Security Documents in the Collateral Documents and perfected security interests to the extent perfection is required by the Security Documents, subject only to Permitted Liens and the Intercreditor Agreement to create and maintainPerfection Exceptions, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor Agreementapplicable.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts and premiumpremium on, if any, on interest and Additional Amounts, if any, on, the Notes and any Note Guarantee the Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and of, premium on, if any, interest and Additional Amounts Amounts, if any (to the extent permitted by law), if any, on the Notes and any Note Guarantee Notes, the Guarantees and performance of all other obligations of the Issuer and any Guarantor the Guarantors to the Holders of Notes, or the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, the Guarantees according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents Intercreditor Agreement, the ABL Intercreditor Agreement, any Additional Intercreditor Agreement and the Intercreditor AgreementSecurity Documents. Each Holder of NotesHolder, by its acceptance thereof, of a Note: (i) consents and agrees to the terms of the Collateral Documents and Intercreditor Agreement, the ABL Intercreditor Agreement, any Additional Intercreditor Agreement and any additional intercreditor agreement the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral Liens and authorizing the Security Agent to enter into any Collateral Security Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and (ii) authorizes and directs the Security Agent to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Security Documents, and, subject to the Agreed Security Principles, the Issuer and the Guarantors will, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be requirednecessary or proper, or which as may be required by the provisions of the Security Agent from time to time may reasonably requestDocuments, 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 Collateral Documents and the Intercreditor AgreementSecurity Documents, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee the Guarantees secured herebythereby, according to the intent and purposes herein expressed. The Subject to the Agreed Security Principles, the Intercreditor Agreement and the ABL Intercreditor Agreement, the Issuer and any Guarantor the Guarantors will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by upon request of the Trustee) , any and all actions reasonably required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations obligations of the Issuer and any Guarantor hereunderunder the Notes, in respect of the Collateral, a valid and enforceable perfected Liens Lien (i) on the Collateral held by the ABL Guarantors in accordance with the relative priorities set forth in the ABL Intercreditor Agreement and the Intercreditor Agreement and (ii) on such the Collateral ranking held by the Guarantors other than the ABL Guarantors in right and priority of payment as accordance with the relative priorities set forth in the Intercreditor Agreement. ​ (b) Without prejudice to the provisions of the Intercreditor Agreement or the ABL Intercreditor Agreement, 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 consent of the Trustee or as otherwise permitted under the Intercreditor Agreement or the ABL 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) Each Holder, by accepting a Note, shall be deemed (i) to have authorized the Security Agent to enter into the Security Documents, the Intercreditor Agreement, the ABL Intercreditor Agreement and subject any Additional Intercreditor Agreement entered into in compliance with Section 4.11 and (ii) to no other Liens other than be bound thereby. Each Holder, by accepting a Note, appoints the Security Agent as permitted its trustee under the Security Documents and authorizes it to act on such ▇▇▇▇▇▇’s behalf. 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, in accordance with the Intercreditor Agreement and the ABL Intercreditor Agreement. The Security Agent is hereby authorized to exercise such rights, powers and discretions as are specifically delegated to it by the terms of this Indenture the Security Documents, including the power to enter into the Security Documents, as trustee on behalf of the Holders and the Trustee, in accordance with the Intercreditor Agreement and the ABL Intercreditor Agreement., together with all rights, powers and discretions as are reasonably incidental thereto or necessary to give effect to the trusts created thereunder. The Security Agent shall however at all times be entitled to seek directions from the Trustee and shall be obligated to follow those directions if given (but the Trustee shall not be obligated to give such directions unless directed in accordance with this Indenture). ​ (d) 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, 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. ​

Security Documents. The (a) Subject to the Collateral Requirement, the due and punctual payment of the principal of, interest, Additional Amounts premium and premium, if any, interest on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of NotesNotes Obligations, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guaranteethe Notes Security Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Notes Security Documents, which define the terms of the Liens that secure the Notes Obligations, subject to the terms of the Intercreditor Agreement. Each Holder, by accepting a Note, and the Trustee, for the benefit of the Holders, hereby appoints U.S. Bank Trust Company, National Association as the initial Notes Collateral Agent, and the Notes Collateral Agent is hereby authorized and directed to execute and deliver this Indenture, the Notes Security Documents and the Intercreditor Agreement. The Trustee, the Company and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the security interest in the Collateral for the benefit of itself, the Notes Secured Parties and the Trustee and pursuant to the terms of this Indenture, the Notes Security Documents and the Intercreditor Agreement. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Notes Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture and the Intercreditor Agreement, and authorizes and directs the Security Notes Collateral Agent to enter into the Collateral Notes Security Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will Subject to the Collateral Requirement, the Company shall deliver to the Trustee Notes Collateral Agent copies of all documents delivered required to the Security Agent be filed pursuant to the Notes Security Documents to which the Notes Collateral DocumentsAgent is a party, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be requiredreasonably required by the next sentence of this Section, to provide to the Notes Collateral Agent the security interest in the Collateral contemplated hereby and/or by the Notes Security Documents or which the Security Agent any part thereof, as from time to time may reasonably request, 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 Collateral Documents and the Intercreditor Agreementconstituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each takeSubject to the Collateral Requirement, the Company shall, and will shall cause their respective Restricted Subsidiaries to the Subsidiary Guarantors to, take (including as may be requested by the Trustee) any and all actions reasonably and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant jurisdiction)) required to cause the Collateral Notes Security Documents and the Intercreditor Agreement to create and maintain, as security for the Notes Obligations of the Issuer and any Guarantor hereunderGrantors to the Notes Secured Parties, in respect of the Collateral, a valid and enforceable perfected Liens second-priority Lien and security interest in and on such all of the Collateral ranking in right and priority (subject to the terms of payment as set forth in the Intercreditor Agreement and the Notes Security Documents), in favor of the Notes Collateral Agent for the benefit of the Notes Secured Parties subject to no other Liens other than as permitted Permitted Liens. (b) Notwithstanding any provision hereof to the contrary, the provisions of this Article are qualified in their entirety by the terms of Collateral Requirement and neither the Company nor any other Grantor shall be required pursuant to this Indenture and or any Notes Security Document to take any action that would be inconsistent with the Intercreditor AgreementCollateral Requirement.

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts premium and premium, if any, interest on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchasere- purchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations Obligations of the Issuer Issuers and any Guarantor the Guarantors to the Holders of NotesHolders, the Trustee and Trus- tee or the Security Notes Collateral Agent under this Indenture, the Notes Notes, the Guarantees, the First Lien Intercred- itor Agreement, the Junior Lien Intercreditor Agreement, if any, and any Note Guaranteethe Security Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Security Documents, which de- fine the terms of the Liens that secure First Lien Notes Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee, the Issuers and the Guarantors hereby acknowledge and agree that, subject to the terms of the First Lien Intercreditor Agreements and any other applicable intercreditor agreement and as further set forth below, the Notes Collateral Agent (or its bailee) holds the Collateral in trust for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and the First Lien Intercreditor Agreement. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure of Collateral) and release of Collateral the First Lien Intercreditor Agreement and authorizing the Security Agent to enter into any Collateral Document on its behalf) Jun- ior Lien Intercreditor Agreement, if any, each as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture, and authorizes and directs the Security Notes Collateral Agent and the Trustee to enter into or join, if applicable, the Collateral Security Documents and the First Lien Intercreditor Agreement on the Issue Date, and the Security Documents and the Junior Lien Intercreditor Agreement, if any, at any additional intercreditor agreement time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will Issuers shall deliver to the Trustee Notes Collateral Agent copies of all documents delivered required to be filed pursuant to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which reasonably required by the Security Agent from time to time may reasonably requestnext sentence of this Section 12.01, to assure and confirm to the Trustee that Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer On or following the Issue Date and any Guarantor will each takesubject to the First Lien Inter- creditor Agreement, the Issuers and will the Guarantors shall, at their own expense, execute, deliver, acknowledge, record and file or cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) executed, delivered, acknowledged, recorded or filed any and all actions reasonably further documents, financing statements (including continuation statements and amendments to financ- ing statements), agreements and instruments, and take all further action that may be required under appli- cable law in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the va- lidity and priority of the Liens and security interests created or intended to be created by the Security Documents in the Collateral and cause the Collateral Requirement to be and remain satisfied; provided that for so long as there are outstanding any Senior Secured Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Senior Secured Credit Facilities. Such secu- rity interest and Liens will be created under the Security Documents and other security agreements, Mort- gages and other instruments and documents. The terms of the First Lien Intercreditor Agreement to create are hereby ratified and maintain, as security for approved by the Obligations Trus- tee on its own behalf and on behalf of the Issuer Notes Secured Parties in all respects and any Guarantor hereunder, in respect the Trustee on its own behalf and on behalf of the Collateral, valid and enforceable perfected Liens in and on such Notes Secured Parties directs the Notes Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject Agent to no other Liens other than as permitted by bind itself to the terms thereof on behalf of this Indenture and the Intercreditor AgreementNotes Secured Parties.

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts premium and premium, if any, interest on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations Obligations of the Issuer Issuers and any Guarantor the Guarantors to the Holders of NotesHolders, the Trustee and or the Security Notes Collateral Agent under this Indenture, the Notes Notes, the Guarantees, the First Lien Intercreditor Agreement and any Note Guaranteethe Security Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Security Documents, which define the terms of the Liens that secure First Lien Notes Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee, the Issuers and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and the First Lien Intercreditor Agreement. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure of Collateral) and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) First Lien Intercreditor Agreement, each as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture, and authorizes and directs the Security Notes Collateral Agent to enter into the Collateral Security Documents and the First Lien Intercreditor Agreement on the Issue Date and the Security Documents, at any additional intercreditor agreement time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will Issuers shall deliver to the Trustee Notes Collateral Agent copies of all documents delivered required to be filed pursuant to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which reasonably required by the Security Agent from time to time may reasonably requestnext sentence of this Section 12.01, to assure and confirm to the Trustee that Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer On or following the Issue Date and any Guarantor will each takesubject to the First Lien Intercreditor Agreement, the Issuers and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) Guarantors shall execute any and all actions reasonably further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law in order to cause the Collateral Documents and the Intercreditor Agreement to create and grant, preserve, maintain, as security for protect and perfect (or continue the Obligations of perfection of) the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right validity and priority of payment as set forth the Liens and security interests created or intended to be created by the Security Documents in the Intercreditor Agreement Collateral. Such security interest and subject to no Liens will be created under the Security Documents and other Liens security agreements, Mortgages and other than as permitted by the terms of this Indenture instruments and the Intercreditor Agreementdocuments.

Security Documents. The due (a) On the Issue Date, the Issuers and punctual the Trustee shall execute and deliver the Escrow Agreement. Until the Escrow Release Date, the payment of the principal of, interest, Additional Amounts of and premium, if any, interest on the Notes and any Note Guarantee when and as the same shall be due and payabledue, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwiseotherwise shall be secured as provided in the Escrow Agreement. (b) From and after the Escrow Release Date, and interest on the overdue payment of the principal of and interest and Additional Amounts (to the extent permitted by law)premium, if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and any Note Guarantee whether by the Issuers pursuant to the Notes or by the Guarantors pursuant to the Notes Guarantees, the payment of all other Notes Obligations and the performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee Issuers and the Security Agent Guarantors under this Indenture, the Notes, the Notes Guarantees and any Note Guarantee, according to the terms hereunder or thereunder, are Security Documents shall be secured as provided in the Collateral Security Documents, which the Issuers and the applicable Guarantors will enter into on or prior to the Escrow Release Date and will be secured by Security Documents and thereafter delivered as required or permitted by this Indenture, the Security Documents or the Intercreditor Agreement. Each Holder The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of Notescontinuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC 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 Issuers and the Restricted 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 subject only to Permitted Liens and Liens permitted by Section 4.12. (c) Notwithstanding the foregoing, by its acceptance thereof, consents and agrees the Issuers shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Excluded Property) on or prior to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement Escrow Release Date and to perform its obligations execute and exercise its rights thereunder deliver such mortgages, financing statements and certificates, title insurance policies, surveys, opinions of counsel and other documents, in accordance therewith. The Issuer will deliver each case, as shall be reasonably necessary or appropriate to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documentsgrant, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure perfect and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee validity and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and priority of the Notes and Collateral Agent’s perfected security interest. With respect to any Note Guarantee secured herebyCollateral (other than Excluded Property), according for which security interests have not been granted or perfected on or prior to the intent and purposes herein expressed. The Issuer and any Guarantor will each takeEscrow Release Date, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required Issuers shall use commercially reasonable efforts to cause the Collateral Documents and taking of additional actions required to grant or perfect the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth interest in the Intercreditor Agreement and subject Collateral required to no other Liens other than as permitted by the terms of be pledged under this Indenture and the Intercreditor AgreementSecurity Documents and to cause mortgages (junior to such mortgages granted to the Credit Facility Collateral Agent) to be recorded with respect to the real properties of the Issuers and the Guarantors (other than Excluded Property), and, where applicable, to obtain title insurance policies insuring the mortgages on the properties within 90 days following the Spin-Off Completion Date (unless extended by the Credit Facility Collateral Agent).

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts premium and premium, if any, interest on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations Obligations of the Issuer and any Guarantor the Guarantors to the Holders of Notes, or the Trustee and the Security Agent under this Indenture, the Notes Notes, the Guarantees, the Intercreditor Agreement and any Note Guaranteethe Security Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Security Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the Intercreditor Agreement. The Trustee, the Issuer and the Guarantors hereby acknowledge and agree that the Second Lien Collateral Agent holds the Collateral as security for the benefit of the Holders, the Trustee and the Second Lien Collateral Agent and pursuant to the terms of the Security Documents and the Intercreditor Agreement. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture and the Intercreditor Agreement, and authorizes and directs the Security Second Lien Collateral Agent to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewithAgreement. The Issuer will shall deliver to the Trustee Second Lien Collateral Agent copies of all documents delivered required to be filed pursuant to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which reasonably required by the Security Agent from time to time may reasonably requestnext sentence of this Section 12.01, to assure and confirm to the Trustee that Second Lien Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each takeshall, and will shall cause their respective the Restricted Subsidiaries to of the Issuer to, take (including as may be requested by the Trustee) any and all actions reasonably and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunderthe Guarantors to the secured parties under this Indenture, in respect of the CollateralNotes, the Guarantees, the Intercreditor Agreement and the Security Documents, a valid and enforceable perfected Liens Lien and security interest in and on such all of the Collateral ranking in right and priority (subject to the terms of payment as set forth in the Intercreditor Agreement and the Security Documents), in favor of the Second Lien Collateral Agent for the benefit of the Holders and the Trustee subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementPermitted Liens.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts premium and premium, if any, interest on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations Notes Obligations of the Issuer Company and any Guarantor the Guarantors to the Holders of NotesHolders, the Trustee and or the Security Notes Collateral Agent under this Indenture, the Notes Notes, the Guarantees, the Intercreditor Agreements and any Note Guaranteethe Security Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Security Documents, which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and the Intercreditor AgreementAgreements. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure of Collateral) and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) Intercreditor Agreements, each as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture, and authorizes and directs the Security Notes Collateral Agent to enter into the Collateral Documents and Security Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date (including by way of joinders thereto), and each additional Security Document and Junior Lien Intercreditor Agreement, if any, at any additional intercreditor agreement time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will Company shall deliver to the Trustee Notes Collateral Agent copies of all documents delivered required to be filed pursuant to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which reasonably required by the Security Agent from time to time may reasonably requestnext sentence of this Section 9.01, to assure and confirm to the Trustee that Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer On or following the Issue Date and any Guarantor will each takesubject to the ABL Intercreditor Agreement, the Company and will the Guarantors shall execute, file or cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) filing of any and all actions reasonably further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law in order to cause the Collateral Documents and the Intercreditor Agreement to create and grant, preserve, maintain, as security for protect and perfect (or continue the Obligations of perfection of) the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right validity and priority of payment the Liens and security interests created or intended to be created by the Security Documents in the Collateral and cause the Notes Obligations to be and remain secured on a first-priority basis (subject to the applicable Intercreditor Agreements); provided that for so long as there are outstanding any Credit Agreement Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement and not so taken. (b) Notwithstanding anything to the contrary herein, the security interests in the Collateral securing the Notes (other than as set forth in the following proviso) will not be required to be in place on the Issue Date and will not be perfected on such date, but will be required to be put in place and perfected no later than 90 days after the Issue Date or as promptly as reasonably practicable thereafter; provided, however, that (i) Collateral that may be perfected by the filing of UCC financing statements, (ii) Collateral that may be perfected by the filing with the United States Copyright Office and (iii) pursuant to the Intercreditor Agreement and subject Agreements, Collateral that may be perfected by the Term Collateral Agent or ABL Collateral Agent holding possession, custody or control thereof as bailee for the Notes Collateral Agent pursuant to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementAgreements, in each case, shall be required to be delivered or filed, as applicable, on the Issue Date.

Security Documents. The Upon the execution and delivery of the Security Documents, the due and punctual payment of the principal of, interestpremium (including if applicable, Additional Amounts and premiumthe Redemption Fee), if any, or interest on the Secured Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturityMaturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts of, premium (to including if applicable, the extent permitted by lawRedemption Fee), if any, or interest on the Secured Notes and any Note Guarantee and performance of all other obligations Obligations of the Issuer Issuers and any Guarantor the Guarantors to the Holders of Notes, or the Trustee and the Security Agent under this Indenture, such Secured Notes, the Notes related Note Guarantees and any Note Guaranteethe Security Documents with respect to the Secured Notes, according to the terms hereunder or thereunder, are shall be secured as provided in the Collateral Documents Security Documents, which define the terms of the Liens that secure First Lien Notes Obligations. The Trustee, the Issuers and the Intercreditor AgreementGuarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents. Each Holder of NotesHolder, by its acceptance thereofaccepting a Secured Note, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalfCollateral) as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture, and authorizes and directs the Security Notes Collateral Agent to enter into the Collateral Security Documents and on the Intercreditor Agreement and any additional intercreditor agreement Effective Date, and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will Issuers shall deliver to the Trustee Notes Collateral Agent copies of all documents delivered required to be filed pursuant to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which reasonably required by the Security Agent from time to time may reasonably requestnext sentence of this Section 12.01, to assure and confirm to the Trustee that Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Secured Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer Issuers and any Guarantor will each takeHoldings shall, and will shall cause their respective Restricted Subsidiaries to the Guarantors (other than Holdings) to, take (including as may be requested by the Trustee) any and all actions reasonably and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer Issuers and any Guarantor hereunderthe Guarantors to the secured parties under this Indenture, in respect of the CollateralSecured Notes, the Note Guarantees and the Security Documents, a valid and enforceable perfected Liens Lien and security interest in and on such all of the Collateral ranking (subject to the terms of the Security Documents), in right favor of the Notes Collateral Agent for the benefit of the Holders and priority of payment as set forth in the Intercreditor Agreement and Trustee subject to no other Liens other than as permitted by Permitted Liens. It is further understood and agreed that there shall be no Security Document (or other security agreements or pledge agreements) governed under the terms laws of this Indenture and the Intercreditor Agreementany non-U.S. jurisdiction.

Security Documents. The due and punctual payment of the principal ofprincipal, interestpremium and interest of or on, Additional Amounts and premiumall other Note Obligations relating to, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption, special redemption or otherwise, and interest on the overdue principal of of, interest on and interest and Additional Amounts (Note Obligations related to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer Company and any Guarantor the Subsidiary Guarantors to the Holders of Notes, or the Trustee under and the Security Agent under in accordance with all applicable terms and conditions of this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are Security Documents shall be secured as provided in the Collateral Documents and the Intercreditor AgreementSecurity Documents. Each Holder of NotesHolder, by its acceptance thereofof the Notes, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalfCollateral) as the same may be in effect or may be amended from time to time in accordance with its their terms and authorizes and directs the Security Agent Trustee to enter into the Collateral such Security Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its their obligations and exercise its their rights thereunder in accordance therewith. The Issuer will Company shall deliver to the Trustee copies of all documents delivered to any Person(s) other than the Security Agent Trustee pursuant to the Collateral Security Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, shall do or cause to be done all such acts and things as may be requirednecessary or proper, or which as may be required by the provisions of the Security Agent from time to time may reasonably requestDocuments, to assure and confirm to the Trustee that the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured herebythereby, according to the intent and purposes herein and therein expressed. The Issuer and any Guarantor will each Company shall take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by upon request of the Trustee) , any and all actions reasonably required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations obligations of the Issuer and any Guarantor Company hereunder, in respect of the Collateral, a valid and enforceable perfected Liens lien on and security interest in all the Collateral in favor of the Trustee and on the Holders, which lien and security interest shall be a first-priority Lien, subject only to the prior rights of the Senior Lien as expressly provided for under (and as such Collateral ranking in right and priority of payment as set forth in term is defined in) the Intercreditor Agreement for so long as in effect from and subject after the effective date of the Supplemental Indenture, entitled to no other Liens other than as permitted by any and all of the rights, priorities and benefits provided for in accordance with the terms and conditions of this Indenture and the Intercreditor AgreementSecurity Documents.

Security Documents. (a) The due and punctual payment of the Obligations, including payment of the principal of, interest, Additional Amounts and premiumpremium on, if any, on and interest on, the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law)of, premium on, if any, and interest on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Collateral Security Documents which the Pledgor entered into simultaneously with the execution of this Indenture and will be secured by Security Documents hereafter delivered as required by this Indenture. The Trustee and the Intercreditor Agreement. Pledgor hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee, in each case pursuant and subject to the terms of the Security Documents. (b) Each Holder of NotesHolder, by its acceptance thereof, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for possession, use, release and foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and the terms of this Indenture and agrees that it will not contest or support any other person in contesting, in any proceeding (including any insolvency or liquidation proceeding), the perfection, priority, validity or enforceability of a Lien held by or on behalf of any other holder of First-Priority Obligations in all or any part of the Collateral. Each Holder, by its acceptance thereof, (i) authorizes the Trustee to appoint the Notes Authorized Representative to act on its behalf as the Notes Authorized Representative under this Indenture and the Security Documents, (ii) authorizes the Trustee and the Notes Authorized Representative to appoint the Collateral Agent to act on its behalf as the Collateral Agent under this Indenture, the Pledge Agreement and under each of the other Security Documents, (iii) authorizes and directs the Security Collateral Agent to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, therewith and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of (iv) authorizes the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by Notes Authorized Representative to authorize the Collateral Documents Agent to take such actions on its behalf and the Intercreditor Agreement, so to exercise such powers as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according are delegated to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted Agent by the terms of this Indenture the Pledge Agreement and the other Security Documents, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any grantor thereunder to secure any of the First-Priority Obligations, together with such powers and discretion as are reasonably incidental thereto. (c) Each Holder, by its acceptance thereof, authorizes the Collateral Agent, the Notes Authorized Representative and the Trustee, as applicable, to enter into a First Lien Intercreditor AgreementAgreement in connection with the incurrence by the Company or its Subsidiaries of any other First-Priority Obligations that are permitted to be incurred pursuant to this Indenture. The Collateral Agent or the Notes Authorized Representative, as applicable, will enter into any such First Lien Intercreditor Agreement at the request of the Company; provided that the Company will have delivered to the Collateral Agent or the Notes Authorized Representative, as the case may be, an Officer’s Certificate to the effect that the terms of such First Lien Intercreditor Agreement are customary and consistent with the description thereof set forth within the “Description of the Notes” section of the Offering Memorandum.

Security Documents. The due (a) From and punctual after the Issue Date, the payment of the principal of, interest, Additional Amounts of and interest and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payabledue, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, otherwise and interest on whether by the overdue principal of and interest and Additional Amounts (Issuer pursuant to the extent permitted Notes or by law)the Guarantors pursuant to the Guarantees, if any, on the payment of all other Notes Obligations and any Note Guarantee and the performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent Guarantors under this Indenture, the Intercreditor Agreements, the Security Documents, the Guarantees and the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are shall be secured as provided in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and which the Issuer and the Parent willGuarantors will enter into on the Issue Date and will be secured by Security Documents thereafter delivered as required or permitted by this Indenture, the Intercreditor Agreements or the Security Documents. It is acknowledged and agreed that it is the sole obligation of the Issuer to file UCC financing statements. The Issuer shall, and the Parent will shall cause each of its Restricted Subsidiaries Guarantor to, do 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 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 the Guarantors) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12. (b) The Issuer and the Guarantors shall cause to be done all such acts perfected on the Issue Date the security interests in favor of the Notes Collateral Agent for its benefit and things as may be required, or which the Security Agent from time to time may reasonably request, 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 Holders in the Collateral to the extent they can be perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit filing of this Indenture and UCC-1 financing statements or by delivery of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of stock certificates or promissory notes evidencing the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority to the extent required to be delivered pursuant to the terms of payment as set forth in the Intercreditor Agreement Security Documents and subject to no other Liens other than as permitted by the terms of the Intercreditor Agreements. To the extent any security interests required by this Indenture and the Intercreditor AgreementSecurity Documents cannot be perfected by filing or delivery on the Issue Date using commercially reasonable efforts, the Issuer will be required to use commercially reasonable efforts to have all such security interests to be in place and perfected within 365 days, or 540 days with respect to the Bethesda Property (unless the sale of such property is completed prior to such date), after the Issue Date. However, if the Issuer and the Guarantors are unable to have all such security interests in place and perfected on the 365th day, or 540th day with respect to the Bethesda Property (unless the sale of such property is completed prior to such date), following the Issue Date after using commercially reasonable efforts, it will not be a Default or an Event of Default hereunder.

Security Documents. 4.25.1 The due and punctual payment of the principal ofprincipal, interest, Additional Amounts and premium, if any, and Additional Amounts on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and principal, premium, interest and Additional Amounts (to the extent permitted by law)Amounts, if any, on the Notes and any the Note Guarantee Guarantees and performance of all other obligations of the Issuer and any Guarantor the Guarantors to the Holders holders of Notes, the Trustee and the Security Agent Collateral Agents under this Indenture, the Notes and any the Note GuaranteeGuarantees, according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents and the Intercreditor Agreement. Security Documents. 4.25.2 Each Holder holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalfCollateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Trustee, the Offshore Collateral Agent and the Onshore Collateral Agent, as applicable, to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its their respective obligations and exercise its their respective rights thereunder in accordance therewith. . 4.25.3 The Issuer and each other Pledgor will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be requirednecessary or proper, or which as may be required by the provisions of the Security Agent from time to time may reasonably requestDocuments, to assure and confirm to the Trustee Trustee, the Offshore Collateral Agent and the Onshore Collateral Agent, as applicable, that the Security Agent it holds, for the benefit of the Trustee and the HoldersSecured Parties, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Security Documents and the Intercreditor Agreementor 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 and any the Note Guarantee Guarantees secured herebythereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor the Pledgors will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by upon request of the Trustee) , the Offshore Collateral Agent or the Onshore Collateral Agent, as applicable, any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement each Security Document to create and maintain, as security for the Secured Obligations of the Issuer and any Guarantor the Guarantors hereunder, in respect of the Collateral, a valid and enforceable perfected Liens first priority Lien in and on the Collateral described in such Security Document, in favor of the Trustee, the Offshore Collateral ranking in right Agent and priority the Onshore Collateral Agent, for the benefit of payment as set forth in the Intercreditor Agreement Secured Parties, superior to and prior to the rights of all third Persons and subject to no other Liens other than as permitted Permitted Liens. 4.25.4 Each of the Trustee and the Collateral Agents may, in its sole discretion and without the consent of the holders of Notes, and each of the Trustee and/or the Collateral Agents shall, if so instructed by the holders of the Notes representing twenty five percent (25%) in aggregate principal amount of the Notes then outstanding, or (in the case of either Collateral Agent) the Trustee acting on the instructions of such holders of Notes, take all actions it deems necessary or appropriate in order to: (a) enforce any of the terms of this Indenture any of the Security Documents; and (b) collect and receive any and all amounts payable in respect of the Secured Obligations hereunder. Each of the Trustee, the Offshore Collateral Agent and the Intercreditor AgreementOnshore Collateral Agent, has the power to institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents or this Indenture, and such suits and proceedings as any of the Trustee, the Offshore Collateral Agent or the Onshore Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Secured Parties in the Collateral (including the power to institute and maintain suits or proceedings to restrain the enforcement of, or compliance with, any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Secured Parties or of the Trustee, the Offshore Collateral Agent or the Onshore Collateral Agent). 4.25.5 The Trustee is authorized to receive any funds for the benefit of the holders of Notes distributed under the Security Documents and to make further distributions of such funds to the holders of Notes according to the provisions of this Indenture.

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts of and premium, if any, interest on the Notes and any Note Guarantee Securities when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee Securities and performance of all other obligations Security Obligations of the Issuer Company and any Guarantor the Guarantors to the Holders of Notes, or the Trustee and or the Security Collateral Agent under this Indenture, the Notes Securities and any Note Guaranteethe Security Documents, according to the terms hereunder or and thereunder, are secured as provided in the Collateral Security Documents which define the terms of the Liens that secure the Security Obligations, and provide that the Liens granted thereunder secure the Obligations on a first-priority basis. The Trustee and the Intercreditor AgreementCompany hereby acknowledge and agree that the 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 Documents. Each Holder of NotesHolder, by its acceptance thereofaccepting a Security, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its their terms and authorizes and directs the Security Collateral Agent to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Security Collateral Agent pursuant to the Collateral Security Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which required by the Security Agent from time to time may reasonably requestnext sentence of this Section 11.01, to assure and confirm to the Trustee that and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee Securities secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each Company shall take, and will shall cause their respective Restricted its Subsidiaries to take (including as may be requested by the Trustee) take, any and all actions reasonably required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Security Obligations of the Issuer Company and any Guarantor hereunderthe Guarantors hereunder and thereunder, in respect of the Collateral, a valid and enforceable perfected Liens first-priority Lien (subject to Permitted Prior Liens) and security interest in and on such all the Collateral, in favor of the Collateral ranking Agent for the benefit of the Holders. If the Company or any Guarantor shall at any time acquire any real property or other interest in right and priority of payment as set forth real property (other than a leasehold interest) described in the Intercreditor Agreement and subject to no other Liens other than as permitted definition of Collateral that is not covered by the terms Mortgages running to the benefit of this Indenture the Trustee or the Collateral Agent that are executed on or before the date of the Indenture, then within 30 days of such acquisition the Company or such Guarantor shall execute, deliver and record a supplement to the Intercreditor AgreementMortgages running to the benefit of the Trustee or the Collateral Agent that are executed on or before the date of the Indenture, reasonably satisfactory in form and substance to the Trustee, subjecting such real property or other interests in real property to the Lien created by such Mortgage. If requested by the Trustee, the Company or such Guarantor shall obtain an appropriate title policy or endorsement or supplement to the title policy insuring the Trustee's Liens in such additional interests in real property, subject only to Permitted Prior Liens.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations Notes Obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee Company and the Security Agent Guarantors under this Indenture, the Notes Notes, the Subsidiary Guarantees, and any Note Guaranteethe Security Documents, according to the terms hereunder or thereunder, are shall be secured as provided for in the Security Documents, which provide for the terms of the Liens that secure the Notes Obligations, subject to the terms of the Pari Passu Intercreditor Agreement. (b) The Trustees, the Company and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders, the Trustees and the Notes Collateral Agent and pursuant to the terms of the Security Documents and the Pari Passu Intercreditor Agreement. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Security Documents and the Pari Passu Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) Collateral), each as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture, and authorizes and directs the Security Notes Collateral Agent to enter into the Collateral Security Documents and the Pari Passu Intercreditor Agreement on the Issue Date, and any additional intercreditor agreement other Security Documents at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. . (c) The Issuer Company and the Guarantors will deliver complete all filings and other similar actions required by the Security Documents, subject to the Trustee copies Pari Passu Intercreditor Agreement, in connection with the provision and/or perfection of Liens in the Collateral that may be perfected by the filing of a financing statement under the UCC or the PPSA and the pledge of the Capital Stock of any Subsidiary (to the extent constituting Collateral). In addition, the Company and the Guarantors shall use their commercially reasonable efforts to complete all documents delivered other filings and other perfection actions required by the Security Documents in connection with the provision and/or perfection of Liens on other Collateral, but to the extent they are unable to do so without undue burden or expense, will in any event complete such actions promptly, within a certain timeline as specified in the Security Documents. With regard to any property upon which a Lien must be perfected, pursuant to the Security Agent pursuant Documents such Liens will be created under the Security Documents in form and substance reasonably necessary to grant to the Notes Collateral DocumentsAgent, on behalf of the Holders and the Issuer Trustees, a Lien in such collateral and the Parent will, Company and the Parent will cause each of its Restricted Subsidiaries to, do Guarantors shall deliver or cause to be done delivered to the Notes Collateral Agent, on behalf of the Holders and the Trustees, all such acts instruments and things documents (including certificates, legal opinions and lien searches) as may be required, or which are necessary to evidence compliance with this Section 11.1(c) and as are required by the Security Agent from time to time may reasonably request, 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 Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementDocuments.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts premium and premium, if any, interest on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations Obligations of the Issuer and any Guarantor Note Parties to the Holders of Notes, or the Trustee and the Security Agent under this Indenture, the Notes Notes, the Note Guarantees, any Intercreditor Agreements and any Note Guaranteethe Security Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Security Documents, which define the terms of the Liens that secure Secured Notes Obligations, subject to the terms of any Intercreditor Agreements. The Trustee and the Note Parties hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and the any Intercreditor AgreementAgreements. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure of Collateral) and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture and any Intercreditor Agreements, and authorizes and directs the Security Notes Collateral Agent to enter into the Collateral Security Documents and on the Intercreditor Agreement and any additional intercreditor agreement Issue Date and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Security Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Issuer will shall deliver to the Trustee Notes Collateral Agent copies of all documents delivered required to be filed pursuant to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which reasonably required by the Security Agent from time to time may reasonably requestnext sentence of this Section 12.01, to assure and confirm to the Trustee that Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer Note Parties shall, at their sole expense and any Guarantor will each take, and will cause their respective Restricted Subsidiaries subject to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as other limitations set forth in Section 12.07, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Intercreditor Agreement Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and subject priority (or continuance thereof) of the security interests created or intended to no other Liens other than as permitted be created by the terms Security Documents in the Collateral. Such security interests will be created under the Security Documents and other security agreements, mortgages, deeds of this Indenture trust and other instruments and documents in form reasonably satisfactory to the Intercreditor AgreementTrustee.