Common use of The Collateral Clause in Contracts

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

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

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

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

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

The Collateral. (a) Each Holder, by its acceptance of any Notes and the Guarantees thereof, irrevocably consents and agrees to the appointment of U.S. Bank Trust Company, National Association to act as Collateral Agent and the Real Property Collateral Agent. The Collateral Agent and the Real Property Collateral Agent shall have the privileges, powers and immunities as set forth in this Indenture and the Security Documents. Notwithstanding any provision to the contrary contained elsewhere in this Indenture or the Security Documents, the duties of the Collateral Agent and the Real Property Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent and the Real Property Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the Security Documents to which the Collateral Agent and the Real Property Collateral Agent are parties, nor shall the Collateral Agent or the Real Property Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder, the Issuers or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture or the Security Documents or otherwise exist against the Collateral Agent or the Real Property Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent or the Real Property Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The due and punctual payment of the principal of and interestof, and premium, if any, and interest on the Notes and the Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise otherwise, interest on the overdue principal of and whether interest (to the extent permitted by law), if any, on the Notes and the Guarantees thereof and performance of all other obligations under this Indenture shall be secured by Liens and security interests on the Collateral to the extent provided by the Issuer Security Documents and subject to the Intercreditor Agreements, any Pari Passu Second Lien Intercreditor Agreement and any Junior Lien Intercreditor Agreement. The Issuers and the Guarantors hereby agree that the Collateral Agent and the Real Property Collateral Agent shall hold the applicable Collateral on behalf of and for the benefit of all of the Holders, the Trustee and the Collateral Agent and Real Property Collateral Agent, in each case pursuant to the Notes or by any Secured Guarantor pursuant to its Guarantee and the payment of all other First Lien Obligations terms of the Issuer and the Guarantors under this IndentureSecurity Documents, the Notes, the Guarantees and the Collateral Documents relating to the Notes are secured by First Liens on the CollateralAgent, subject to Permitted Liens, as provided in the Real Property Collateral Documents relating to the Notes which the Issuer Agent and the Guarantors have entered into simultaneously with Trustee are hereby directed and authorized by the execution of this Indenture, or in certain circumstances, subsequent Holders to execute and deliver the Issue Date or the Merger Date, and will be secured as provided in the Collateral Document relating to the Notes hereafter delivered as required or permitted by this IndentureSecurity Documents. (b) Each Holder of NotesHolder, by its acceptance of the any Notes and the Guarantees of the Notesthereof, will be deemed to have consented irrevocably consents and agreed agrees to the terms of each Collateral Document relating to the NotesSecurity Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as originally the same may be in effect and as amended, supplemented or replaced may be amended from time to time in accordance with its terms or their terms, agrees to the terms appointment of this Indenture, to have authorized and directed the Trustee Collateral Agent and the Real Property Collateral Agent, as applicable, Agent and authorizes and directs the Collateral Agent and the Real Property Collateral Agent (i) to enter into the Collateral Security Documents relating to (including, without limitation, the Notes to which it is a partyIntercreditor Agreements), and to have authorized perform its obligations and empowered exercise its rights, powers and discretions under the Trustee and Security Documents in accordance therewith, (ii) make the Collateral Agentrepresentations of the Holders set forth in the Security Documents (including, as applicablewithout limitation, the Intercreditor Agreements), and (through the Intercreditor Agreementiii) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations on the terms as set forth in the Collateral Security Documents to which they are a party and to perform its respective obligations and exercise its respective rights and powers thereunder. Notwithstanding (including, without limitation, the foregoing, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of this Indenture or the Notes. The foregoing will not limit the right of the Issuer to amend, waive or otherwise modify the Collateral Documents relating to the Notes in accordance with their termsIntercreditor Agreements). (c) The Trustee Trustee, the Collateral Agent and each Holder, by accepting the Notes and the Guarantees of the Notes, thereof acknowledges that, as more fully set forth in the Collateral Documents relating to the NotesSecurity Documents, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of all the Holders, the Collateral Agent, the Real Property Collateral Agent and the Trustee, and that the Lien granted by of this Indenture and the Collateral Security Documents relating to the Notes in respect of the Trustee Trustee, the Collateral Agent, the Real Property Collateral Agent and the Holders is subject to and qualified and limited in all respects by the Collateral Security Documents relating to the Notes and actions that may be taken thereunder. In the event of conflict between the Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the Intercreditor Agreement shall control.

The Collateral. (a) The due and punctual payment of the principal of and interestof, and premiumpremium on, if any, and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise otherwise, and whether by interest on the Issuer pursuant to overdue principal of, premium on, if any, and interest on the Notes or by any Secured Guarantor pursuant to its Guarantee and the payment performance of all other First Lien Secured Notes Obligations of the Issuer and the Guarantors under to the Holders or the Trustee and/or Notes Collateral Agent (as applicable), according to the terms of this Indenture, the Notes, the Guarantees Notes and the Collateral Documents relating to the Notes are Guarantees, shall be secured by First Liens on the Collateral, subject to Permitted Liens, as provided in the Collateral Documents relating to the Notes Security Documents, which the Issuer and the Guarantors have entered will enter into simultaneously with on the execution Effective Date and which define the terms of this Indenturethe Liens that secure the Secured Notes Obligations. The Trustee, or in certain circumstances, subsequent to the Issue Date or Issuer and the Merger Date, Guarantors hereby acknowledge and will be secured as provided in agree that the Notes Collateral Agent holds the Collateral Document relating to for the benefit of the Holders, the Trustee and the Notes hereafter delivered as required or permitted by this Indenture. (b) Each Holder of Notes, by its acceptance of the Notes Collateral Agent and the Guarantees of the Notes, will be deemed to have consented and agreed pursuant to the terms of each Collateral Document relating the Security Documents. Each Holder, by accepting a Note, consents and agrees to the Notesterms of the Security Documents, the Equal Priority Intercreditor Agreement and Junior Priority Intercreditor Agreement (including the provisions providing for the possession, use, release and foreclosure of Collateral), each as originally may be in effect and as amended, supplemented or replaced may be amended from time to time in accordance with its their terms or and the terms of this Indenture, to have authorized and directed authorizes and directs the Trustee and Notes Collateral Agent and/or the Collateral AgentTrustee, as applicable, to enter into the Collateral Documents relating Security Documents, any Junior Priority Intercreditor Agreement in respect of permitted Junior Priority Obligations and any the Equal Priority Intercreditor Agreement in respect of permitted Equal Priority Obligations, and any amendments, supplements, and/or joinders to the Notes foregoing to which it is a party, and to have authorized and empowered at any time after the Trustee and the Collateral AgentIssue Date, as if applicable, and (through the Intercreditor Agreement) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations as set forth in the Collateral Documents to which they are a party and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith. On or following the Effective Date, the Issuer shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and powers thereunder. Notwithstanding shall do or cause to be done all such acts and things as may be necessary, proper, or as may be required by the foregoingSecurity Documents, no such consent to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or deemed consent shall be deemed or construed any part thereof, as from time to represent an amendment or waivertime constituted, in whole or in part, of any provision so as to render the same available for the security and benefit of this Indenture or the Notes. The foregoing will not limit the right and of the Issuer to amendNotes secured hereby, waive or otherwise modify the Collateral Documents relating according to the Notes in accordance with their terms. (c) The Trustee intent and each Holderpurposes herein expressed. On or following the Effective Date, by accepting the Notes Issuer and the Guarantees Guarantors shall execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, make all filings (including filings of financing statements under the Notes, acknowledges that, as more fully set forth in the Collateral Documents relating UCC and continuation statements and amendments to the Notes, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of all the Holders, the Collateral Agent and the Trustee, and that the Lien granted by the Collateral Documents relating to the Notes in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Collateral Documents relating to the Notes and actions such financing statements that may be taken thereunder. In necessary to continue the event effectiveness of conflict between such financing statements and any filings with the Intercreditor Surface Transportation Board (as defined in the Security Agreement)), any and take all further action that may be required under applicable law in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the other Collateral Liens and security interests created or intended to be created by the Security Documents and this Indenturein the Collateral, the Intercreditor Agreement shall controlsubject to Permitted Liens.

The Collateral. (a) The due and punctual payment of the principal of and interestof, and premium, if any, and interest on the Notes and the Note Guarantees thereof, and all other Obligations related thereto, when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise otherwise, interest on the overdue principal of and whether by the Issuer pursuant interest (to the extent lawful), if any on the Notes or by any Secured Guarantor pursuant to its Guarantee and the payment Note Guarantees thereof and performance of all other First Lien Obligations of the Issuer and the Guarantors obligations under this Indenture, the Notesincluding without limitation, the obligations of the Company set forth in Section 7.07 and Section 8.05 herein, and the Notes and the Note Guarantees thereof and the Collateral Documents relating to the Notes are Documents, shall be secured by First Liens and security interests on the Collateral, Collateral (subject to Permitted Liens), as provided in this Indenture, the Collateral Documents relating to and the Notes Intercreditor Agreements which the Issuer Company and the Guarantors Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture, or in certain circumstances, subsequent to the Issue Date or the Merger Date, Indenture and will shall be secured as provided in the by all Collateral Document relating to the Notes Documents hereafter delivered as required or permitted by this Indenture, the Collateral Documents and the Intercreditor Agreements. All Collateral Documents shall be subject to the terms of the Intercreditor Agreements. (b) The Company and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee and for the benefit of the First Priority Lien Obligations and the holders of the Floating Rate Notes, the FRN Trustee and the FRN Collateral Agent, in each case pursuant to the terms of the Collateral Documents and the Intercreditor Agreements, and the Collateral Agent is hereby authorized to execute and deliver the Collateral Documents, the Reaffirmation and Joinder Agreement and the Second Lien Intercreditor Agreement, as Collateral Agent and on behalf of each Holder. (c) Each Holder of NotesHolder, and its successors and assigns, by its acceptance of any of the Notes and the Guarantees of the NotesNote Guarantees, will consents and agrees to be deemed to have consented and agreed to individually bound by the terms of each this Indenture, the Collateral Document relating Documents and the Intercreditor Agreements (including, without limitation, Section 6 of the First Lien/Second Lien Intercreditor Agreement with respect to payments received by any Holder or the NotesCollateral Agent and the provisions providing for foreclosure, sales or other dispositions of assets, subordination and standstill, waiver of rights, release of liens and insolvency proceedings) as originally the same may be in effect and or as amended, supplemented or replaced may be amended from time to time in accordance with its their terms or the terms of this Indenture, to have authorized and directed the Trustee authorizes and directs the Collateral Agent, as applicable, Agent to enter into the Collateral Documents relating to the Notes to which it is a party, and to have authorized and empowered the Trustee and the Collateral Agent, as applicable, and (through the Intercreditor Agreement) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations as set forth in the Collateral Documents to which they are a party and to perform its respective obligations and exercise its respective rights and powers thereunder. Notwithstanding the foregoing, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of this Indenture or the Notes. The foregoing will not limit the right of the Issuer to amend, waive or otherwise modify under the Collateral Documents relating to and the Notes Intercreditor Agreements in accordance with their termstherewith and to bind each Holder thereto by the Collateral Agent’s entering into or otherwise becoming bound thereby. (cd) The Trustee and each Holder, by accepting the Notes and the Guarantees of the NotesNote Guarantees, acknowledges that, as more fully set forth in the Collateral Documents relating to and the NotesIntercreditor Agreements, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of the First Priority Lien Obligations, and the holders of the Floating Rate Note, the FRN Trustee and the FRN Collateral Agent, all the Holders, the Collateral Agent and the TrusteeTrustee in accordance with their respective interests as provided in the Intercreditor Agreements, and that the Lien granted by of this Indenture and the Collateral Documents relating to the Notes in respect of the Trustee and the Holders is subject to and qualified by and limited in all respects by the Collateral Documents relating to and the Notes Intercreditor Agreements and actions that may be taken thereunder. In . (e) The Trustee and each Holder, by accepting the event of conflict between Notes and the Intercreditor AgreementNote Guarantees, any acknowledges that the holders from time to time of the other Collateral Documents First Priority Lien Obligations (i) are extending credit from time to time to the Company and the Subsidiaries in reliance upon the provisions of the First Lien/Second Lien Intercreditor Agreement and this Indenture, Section 11.01 and (ii) are intended to be third party beneficiaries of this Section 11.01. No amendment or modification of the Intercreditor Agreement provisions of this Section 11.01 shall controlbe effective against the holders from time to time of the First Priority Lien Obligations without the prior written consent of such holders.

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

The Collateral. (a) The due and punctual payment of the principal of and interestof, and premium, if any, and interest on the Notes and the Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise otherwise, interest on the overdue principal of and whether by the Issuer pursuant interest (to the extent permitted by law), if any, on the Notes or by any Secured Guarantor pursuant to its Guarantee and the payment Guarantees and performance of all other First Lien Obligations of the Issuer and the Guarantors obligations under this Indenture, including, the Notesobligations of the Company set forth in Section 7.07 and Section 8.05 herein, and the Notes and the Guarantees and the Collateral Documents relating to Documents, shall be secured by Liens on and security interests in the Notes are secured by First Liens on Collateral and the ABL Collateral, in each case with the priority set forth in the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement and subject to Permitted Liens, as provided in the Collateral Documents relating to the Notes which the Issuer Company and the Guarantors Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture, or in certain circumstances, subsequent to the Issue Date or the Merger Date, Indenture and will be secured as provided in the by all Collateral Document relating to the Notes Documents hereafter delivered as required or permitted by this IndentureIndenture and the Collateral Documents. All property of the Company and the Guarantors owned on the Issue Date (other than Excluded Property) shall be pledged as Collateral pursuant to the Collateral Documents on the Issue Date, and perfected with the priority intended to be granted thereby, subject, in the case of the Post-Closing Collateral Documents, to the provisions of Section 11.05. (b) The Company and the Guarantors hereby agree that the First Lien Notes Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Collateral Documents, and the First Lien Notes Collateral Agent is hereby authorized to execute and deliver the Collateral Documents. (c) Each Holder of NotesHolder, by its acceptance of the any Notes and the Guarantees of the NotesGuarantees, will be deemed to have consented consents and agreed agrees to the terms of each Section 11.09 and the Collateral Document relating to Documents (including, the Notesprovisions providing for the possession, use, release and foreclosure of Collateral) as originally the same may be in effect and as amended, supplemented or replaced may be amended from time to time in accordance with its their terms or the terms of this Indenture, to have authorized and directed authorizes and directs the Trustee and the Collateral Agent, as applicable, to enter into the Collateral Documents relating to the Notes to which it is a party, and to have authorized and empowered the Trustee and the Collateral Agent, as applicable, and (through the Intercreditor Agreement) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations as set forth in the Notes Collateral Documents to which they are a party and Agent to perform its respective obligations and exercise its respective rights and powers thereunder. Notwithstanding the foregoing, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of under this Indenture or the Notes. The foregoing will not limit the right of the Issuer to amend, waive or otherwise modify and the Collateral Documents relating to the Notes in accordance with their termstherewith. (cd) The Trustee and each Holder, by accepting the Notes and the Guarantees of the NotesGuarantees, acknowledges that, as more fully set forth in the Collateral Documents relating to the NotesDocuments, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of all the Holders, the Collateral Agent Holders and the Trustee, and that the Lien granted by of this Indenture and the Collateral Documents relating to the Notes in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Collateral Documents relating to the Notes and actions that may be taken thereunder. In the event of conflict between the Intercreditor Agreement. (e) The Company shall, any and shall cause each of the Grantors to, at the Company’s sole cost and expense, take or cause to be taken such actions as may be required by the Collateral Documents, to perfect, maintain (with the priority required under the Collateral Documents), preserve and protect the valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral granted by the Collateral Documents in favor of the First Lien Notes Collateral Agent as security for the First Lien Notes Obligations, superior to and prior to the rights of all third Persons (other than as set forth in the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement and other than to the extent permitted or not prohibited under this Indenture with respect to Permitted Liens), and subject to no other Liens (other than Permitted Liens), including (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders, the First Lien Notes Collateral Agent, and the Trustee under this Indenture and the Collateral Documents to all property comprising the Collateral, and (ii) the delivery of the certificates evidencing the securities pledged under any Collateral Document, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to the Indenture, the Collateral Documents and this Indenture, the Intercreditor Agreement shall controlany amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto.

The Collateral. (a) The due and punctual payment of the principal of and interestof, and premium, if any, and interest (including Special Interest) on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise otherwise, interest on the overdue principal of and whether by the Issuer pursuant interest (to the extent permitted by law), if any, on the Notes or by any Secured Guarantor pursuant to its Guarantee and the payment Note Guarantees and performance of all other First Lien Obligations of the Issuer and the Guarantors obligations under this Indenture, the Notesincluding, without limitation, the obligations of the Company set forth in Section 7.7 and Section 8.5 herein, and the Notes and the Note Guarantees and the Collateral Documents relating to the Notes are Documents, shall be secured by First (i) first-priority Liens and security interests on the First Priority Collateraland (ii) second-priority Liens and security interests on the ABL Collateral, in each case subject to Permitted Liens, as provided in the Collateral Documents relating to the Notes which the Issuer Company and the Guarantors Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture, or in certain circumstances, subsequent to the Issue Date or the Merger Date, Indenture and will be secured as provided in the by all Collateral Document relating to the Notes Documents hereafter delivered as required or permitted by this Indenture, the Collateral Documents and the Intercreditor Agreement. (b) The Company and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Collateral Documents and the Intercreditor Agreement, and the Collateral Agent is hereby authorized to execute and deliver the Collateral Documents and the Intercreditor Agreement. (c) Each Holder of NotesHolder, by its acceptance of the any Notes and the Guarantees Note Guarantees, hereby appoints the Trustee to serve as Collateral Agent and representative of the NotesHolders under each of the Collateral Documents and the Intercreditor Agreement, will and authorizes the Collateral Agent to execute and enter into each of the Collateral Documents and the Intercreditor Agreement and all other instruments relating to the Collateral Documents and (i) to take action and exercise such powers as are expressly required or permitted hereunder and under the Intercreditor Agreement, the Collateral Documents and all instruments relating hereto and thereto and (ii) to exercise such powers and perform such duties as are in each case, expressly delegated to the Collateral Agent by the terms hereof and thereof together with such other powers as are reasonably incidental hereto and thereto. (d) Notwithstanding any provision to the contrary elsewhere in this Indenture, the Intercreditor Agreement or the Collateral Documents, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein or therein or any fiduciary relationship with any Holder, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be deemed read into this Indenture, the Intercreditor Agreement or any Collateral Document or otherwise exist against the Collateral Agent. For the avoidance of doubt, the Collateral Agent shall have no duty or obligation to any Holder or any other Person to assure that the Collateral exists or is owned by the Company or any Guarantor or is cared for, protected or insured or has been encumbered or that the liens granted to the Collateral Agent pursuant to the Collateral Documents have consented been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (e) The Collateral Agent may consult with counsel of its selection and agreed the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder or under the Security Documents in good faith and in accordance with the advice or opinion of such counsel. (f) Each Holder, by its acceptance of any Notes and the Note Guarantees, hereby consents and agrees to the terms of each the Collateral Document relating to Documents and the NotesIntercreditor Agreement (including, without limitation, the provisions providing for foreclosure) as originally the same may be in effect and as amended, supplemented or replaced may be amended from time to time in accordance with its their terms or the terms of this Indenture, to have authorized and directed the Trustee authorizes and directs the Collateral Agent, as applicable, to enter into the Collateral Documents relating to the Notes to which it is a party, and to have authorized and empowered the Trustee and the Collateral Agent, as applicable, and (through the Intercreditor Agreement) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations as set forth in the Collateral Documents to which they are a party and to perform its respective obligations and exercise its respective rights and powers thereunder. Notwithstanding the foregoing, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of this Indenture or the Notes. The foregoing will not limit the right of the Issuer to amend, waive or otherwise modify under the Collateral Documents relating to and the Notes Intercreditor Agreement in accordance with their termstherewith. (cg) The Trustee and each Holder, by accepting the Notes and the Guarantees of the NotesNote Guarantees, acknowledges that, as more fully set forth in the Collateral Documents relating to and the NotesIntercreditor Agreement, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of all the Holders, the Collateral Agent Holders and the Trustee, and that the Lien granted by of this Indenture and the Collateral Documents relating to the Notes in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Collateral Documents relating to and the Notes Intercreditor Agreement and actions that may be taken thereunder. In the event of conflict between the Intercreditor Agreement, . (h) The Collateral Agent shall not be liable for any of the other Collateral Documents and action taken or not taken by it under this Indenture, the Intercreditor Agreement shall controlor any of the Collateral Documents (i) with the consent or at the request of the Holders of a majority of the aggregate principal amount of the outstanding Notes or (ii) in the absence of its own gross negligence or willful misconduct.

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

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

The Collateral. (a) The Issuers and the Guarantors hereby appoint Wilmington Trust, National Association to act as Collateral Trustee, and each Holder, by its acceptance of any Notes and the Subsidiary Guarantees thereof, irrevocably consents and agrees to such appointment. The Collateral Trustee shall have the privileges, powers and immunities as set forth in this Indenture and the Security Documents. From and after the date hereof, the due and punctual payment of the principal of and interestof, and premium, if any, and interest on the Notes and the Subsidiary Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise otherwise, interest on the overdue principal of and whether by the Issuer pursuant interest (to the extent permitted by law), if any, on the Notes or by any Secured Guarantor pursuant to its Guarantee and the payment Subsidiary Guarantees thereof and performance of all other First Lien Obligations of the Issuer and the Guarantors obligations under this Indenture, the Notesincluding, without limitation, the Guarantees obligations of the Issuers and the Guarantors set forth in Sections 7.07 and 8.05 hereof, and the Notes and the Subsidiary Guarantees thereof and the Security Documents, shall be secured by first priority Liens and security interests on the Collateral Documents relating as and to the Notes are secured by First Liens on the Collateral, subject to Permitted Liens, as extent provided in the Collateral Documents relating to the Notes Security Documents, which the Issuer Issuers and the Guarantors Guarantors, as the case may be, have entered into prior to or simultaneously with the execution of this Indenture, or in certain circumstances, subsequent to the Issue Date or the Merger Date, Indenture and will be secured as provided in the Collateral Document relating to the Notes by all Security Documents hereafter delivered as required or permitted by this IndentureIndenture and the Security Documents. The Collateral will also secure the Issuers’ and the Guarantors’ Obligations under the Pari Passu Lien Hedge Agreements and any other Pari Passu Notes Lien Indebtedness as provided in the Collateral Trust and Intercreditor Agreement. The Issuers and the Guarantors hereby agree that the Collateral Trustee shall hold the Collateral on behalf of and for the benefit of all of the Holders, the Trustee and the Collateral Trustee, in each case pursuant to the terms of the Security Documents, and the Collateral Trustee and, as applicable, the Trustee are hereby directed and authorized to execute and deliver the Security Agreement, the Collateral Trust and Intercreditor Agreement and the other applicable Security Documents. (b) Each Holder of NotesHolder, by its acceptance of the any Notes and the Subsidiary Guarantees of the Notesthereof, will be deemed to have consented irrevocably consents and agreed agrees to the terms of each the Collateral Document relating to Trust and Intercreditor Agreement and the Notesother Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as originally the same may be in effect and as amended, supplemented or replaced may be amended from time to time in accordance with its terms or their terms, agrees to the terms appointment of this Indenture, to have authorized and directed the Collateral Trustee and authorizes and directs the Collateral Agent, as applicable, to enter into the Collateral Documents relating to the Notes to which it is a party, and to have authorized and empowered the Trustee and the Collateral Agent, as applicable, and (through the Intercreditor Agreement) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations as set forth in the Collateral Documents to which they are a party and to perform its respective obligations and exercise its respective rights rights, powers and powers thereunder. Notwithstanding the foregoing, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of this Indenture or the Notes. The foregoing will not limit the right of the Issuer to amend, waive or otherwise modify discretions under the Collateral Trust and Intercreditor Agreement and the other Security Documents relating to the Notes in accordance with their termstherewith. (c) The Trustee, the Collateral Trustee and each Holder, by accepting the Notes and the Subsidiary Guarantees of the Notesthereof, acknowledges that, as more fully set forth in the Collateral Documents relating to Trust and Intercreditor Agreement and the Notesother Security Documents, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of all the Holders, the Collateral Agent Trustee and the TrusteeTrustee and the holders of the Pari Passu Lien Hedge Agreements and any future Pari Passu Notes Lien Indebtedness, and that the Lien granted by of this Indenture and the Collateral Security Documents relating to the Notes in respect of the Trustee, the Collateral Trustee and the Holders and the holders of the Pari Passu Lien Hedge Agreements and any future Pari Passu Notes Lien Indebtedness is subject to and qualified and limited in all respects by the Collateral Trust and Intercreditor Agreement and the other Security Documents relating to the Notes and actions that may be taken thereunder. In the event of conflict between the Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the Intercreditor Agreement shall control.

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

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

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

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

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

The Collateral. (a) The due and punctual payment of the principal of and interestof, and premium, if any, and interest on the Notes and the Note Guarantees thereof, and all other Obligations related thereto, when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise otherwise, interest on the overdue principal of and whether by the Issuer pursuant interest (to the extent lawful), if any on the Notes or by any Secured Guarantor pursuant to its Guarantee and the payment Note Guarantees thereof and performance of all other First Lien Obligations of the Issuer and the Guarantors obligations under this Indenture, the Notesincluding without limitation, the obligations of the Company set forth in Section 7.07 and Section 8.05 herein, and the Notes and the Note Guarantees thereof and the Collateral Documents relating to the Notes are Documents, shall be secured by First Liens and security interests on the Collateral, Collateral (subject to Permitted Liens), as provided in this Indenture, the Collateral Documents relating to and the Notes Intercreditor Agreement which the Issuer Company and the Guarantors Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture, or in certain circumstances, subsequent to the Issue Date or the Merger Date, Indenture and will shall be secured as provided in the by all Collateral Document relating to the Notes Documents hereafter delivered as required or permitted by this Indenture, the Collateral Documents and the Intercreditor Agreement. All Collateral Documents shall be subject to the terms of the Intercreditor Agreement. (b) The Company and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee and for the benefit of the First Priority Lien Obligations, in each case pursuant to the terms of the Collateral Documents and the Intercreditor Agreement, and the Collateral Agent is hereby authorized to execute and deliver the Collateral Documents and the Intercreditor Agreement, as Collateral Agent and on behalf of each Holder. (c) Each Holder of NotesHolder, and its successors and assigns, by its acceptance of any of the Notes and the Guarantees of the NotesNote Guarantees, will consents and agrees to be deemed to have consented and agreed to individually bound by the terms of each this Indenture, the Collateral Document relating Documents and the Intercreditor Agreement (including, without limitation, Section 6 of the Intercreditor Agreement with respect to payments received by any Holder or the NotesCollateral Agent and the provisions providing for foreclosure, sales or other dispositions of assets, subordination and standstill, waiver of rights, release of liens and insolvency proceedings) as originally the same may be in effect and or as amended, supplemented or replaced may be amended from time to time in accordance with its their terms or the terms of this Indenture, to have authorized and directed the Trustee authorizes and directs the Collateral Agent, as applicable, Agent to enter into the Collateral Documents relating to the Notes to which it is a party, and to have authorized and empowered the Trustee and the Collateral Agent, as applicable, and (through the Intercreditor Agreement) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations as set forth in the Collateral Documents to which they are a party and to perform its respective obligations and exercise its respective rights and powers thereunder. Notwithstanding the foregoing, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of this Indenture or the Notes. The foregoing will not limit the right of the Issuer to amend, waive or otherwise modify under the Collateral Documents relating to and the Notes Intercreditor Agreement in accordance with their termstherewith and to bind each Holder thereto by the Collateral Agent’s entering into or otherwise becoming bound thereby. (cd) The Trustee and each Holder, by accepting the Notes and the Guarantees of the NotesNote Guarantees, acknowledges that, as more fully set forth in the Collateral Documents relating to and the NotesIntercreditor Agreement, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of the First Priority Lien Obligations, all the Holders, the Collateral Agent and the TrusteeTrustee in accordance with their interest as provided in the Intercreditor Agreement, and that the Lien granted by of this Indenture and the Collateral Documents relating to the Notes in respect of the Trustee and the Holders is subject to and qualified by and limited in all respects by the Collateral Documents relating to and the Notes Intercreditor Agreement and actions that may be taken thereunder. In . (e) The Trustee and each Holder, by accepting the event of conflict between Notes and the Intercreditor AgreementNote Guarantees, any acknowledges that the holders from time to time of the other Collateral Documents First Priority Lien Obligations (i) are extending credit from time to time to the Company and this Indenture, the Subsidiaries in reliance upon the provisions of the Intercreditor Agreement and this Section 11.01 and (ii) are intended to be third party beneficiaries of this Section 11.01. No amendment or modification of the provisions of this Section 11.01 shall controlbe effective against the holders from time to time of the First Priority Lien Obligations without the prior written consent of such holders.

The Collateral. (a) The Issuer and the Guarantors hereby appoint U.S. Bank to act as Collateral Agent, and each Holder, by its acceptance of any Notes and the Guarantees thereof, irrevocably consents and agrees to such appointment. The Collateral Agent shall have the privileges, powers, indemnities and immunities as set forth in this Indenture and the Security Documents. Notwithstanding any provision to the contrary contained elsewhere in this Indenture or the Security Documents, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the Security Documents to which the Collateral Agent is a party, nor shall the Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder, the Issuer or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture or the Security Documents or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. From and after the Closing Date, the due and punctual payment of the principal of and interestof, and premium, if any, and interest on the Notes and the Guarantees thereof when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise otherwise, interest on the overdue principal of and whether by the Issuer pursuant interest (to the extent permitted by law), if any, on the Notes or by any Secured Guarantor pursuant to its Guarantee and the payment Guarantees thereof and performance of all other First Lien Obligations of the Issuer and the Guarantors obligations under this Indenture, the Notesincluding, without limitation, the Guarantees obligations of the Issuer set forth in Section 9.06 and Section 11.05 herein, and the Collateral Documents relating to Notes and the Guarantees thereof and the Security Documents, shall be secured by (i) first-priority Liens and security interests on the Notes are secured by First Priority Collateral and (ii) second-priority Liens and security interests on the Collateral, ABL Priority Collateral (in each case subject to Permitted Liens), as and to the extent provided in the Collateral Documents relating to the Notes Security Documents, which the Issuer and the Guarantors have entered Guarantors, as the case may be, will enter into simultaneously with on the execution of this Indenture, or in certain circumstances, subsequent to the Issue Date or the Merger Closing Date, including the Security Agreement substantially in the form attached as Exhibit G hereto and the ABL/Note Intercreditor Agreement substantially in the form attached as Exhibit H hereto, and at such time, will be secured as provided in the Collateral Document relating pursuant to the Notes Security Documents hereafter delivered as required or permitted by this IndentureIndenture and the Security Documents. The Collateral will also secure the Issuer’s and the Guarantors’ Obligations under the ABL Credit Agreement and any Permitted Additional Debt that is secured on a basis pari passu with the Obligations as provided in the Intercreditor Agreements. The Issuer and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral on behalf of and for the benefit of all of the Holders, the Trustee and the Collateral Agent, in each case pursuant to the terms of the Security Documents, and the Collateral Agent and the Trustee are hereby directed and authorized by the Holders to execute and deliver the Security Agreement, including the exhibits thereto, the Intercreditor Agreement and the other Security Documents to which they are a party. (b) Each Holder of NotesHolder, by its acceptance of the any Notes and the Guarantees of the Notesthereof, will be deemed to have consented irrevocably consents and agreed agrees to the terms of each Collateral Document relating to the NotesSecurity Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as originally the same may be in effect and as amended, supplemented or replaced may be amended from time to time in accordance with its terms or their terms, agrees to the terms appointment of this Indenture, to have authorized and directed the Trustee and the Collateral Agent, as applicable, Agent and authorizes and directs the Collateral Agent (i) to enter into the Collateral Security Documents relating to the Notes to which it is a partyparty (including, without limitation, the ABL/Note Intercreditor Agreement), whether executed on or after the Closing Date, and to have authorized perform its obligations and empowered exercise its rights, powers and discretions under the Trustee and Security Documents in accordance therewith, (ii) make the Collateral Agentrepresentations of the Holders set forth in the Security Documents (including, as applicablewithout limitation, the ABL/Note Intercreditor Agreement), and (through the Intercreditor Agreementiii) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations on the terms as set forth in the Collateral Security Documents to which they are a party and to perform its respective obligations and exercise its respective rights and powers thereunder. Notwithstanding (including, without limitation, the foregoing, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of this Indenture or the Notes. The foregoing will not limit the right of the Issuer to amend, waive or otherwise modify the Collateral Documents relating to the Notes in accordance with their termsABL/Note Intercreditor Agreement). (c) The Trustee Trustee, the Collateral Agent and each Holder, by accepting the Notes and the Guarantees of the Notes, thereof acknowledges that, as more fully set forth in the Collateral Documents relating to the NotesSecurity Documents, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of all the Holders, the Collateral Agent and the Trustee, and that the Lien granted by of this Indenture and the Collateral Security Documents relating to the Notes in respect of the Trustee Trustee, the Collateral Agent and the Holders is subject to and qualified and limited in all respects by the Collateral Security Documents relating to the Notes and actions that may be taken thereunder. In the event of conflict between the Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the Intercreditor Agreement shall control.

The Collateral. (a) The due and punctual payment of the principal of and interestof, and premium, if any, and interest on the Notes and the Note Guarantees an all other Notes Obligations when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise otherwise, interest on the overdue principal of and whether by the Issuer pursuant interest (to the extent permitted by law), if any, on the Notes or by any Secured Guarantor pursuant to its Guarantee and the payment Note Guarantees and performance of all other First Lien Obligations of the Issuer and the Guarantors obligations under this Indenture, including, without limitation, the obligations of the Company set forth in Section 7.7 and Section 8.5 herein, the Notes, the Note Guarantees and the Collateral Documents relating to the Notes are shall be secured by First Liens on and security interests with the Collateralpriority required by the Intercreditor Agreement, in each case subject to Permitted Liens, as provided in the Collateral Documents relating to that the Notes which the Issuer Company and the Guarantors Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture, or in certain circumstances, subsequent to the Issue Date or the Merger Date, Indenture and will be secured as provided in the by all Collateral Document relating to the Notes Documents hereafter delivered as required or permitted by this Indenture, the Collateral Documents and the Intercreditor Agreement. (b) The Company and the Guarantors hereby agree that the Notes Collateral Agent shall hold the Collateral in trust for the benefit of all of the Notes Secured Parties, in each case pursuant to the terms of the Collateral Documents, the Intercreditor Agreement and any Junior Lien Intercreditor Agreement, and the Notes Collateral Agent is hereby authorized to execute and deliver the Collateral Documents, the Intercreditor Agreement and any Junior Lien Intercreditor Agreement. (c) Each Holder of NotesHolder, by its acceptance of the any Notes and the Guarantees of the NotesNote Guarantees, will be deemed to have consented consents and agreed agrees to the terms of each Section 11.9 hereof, the Collateral Document relating to Documents, the NotesIntercreditor Agreement (including, without limitation, the provisions providing for foreclosure) and any Junior Lien Intercreditor Agreement as originally the same may be in effect and as amended, supplemented or replaced may be amended from time to time in accordance with its their terms or the terms of this Indenture, to have authorized and directed the Trustee authorizes and the Collateral Agent, as applicable, to enter into the Collateral Documents relating to directs the Notes to which it is a party, and to have authorized and empowered the Trustee and the Collateral Agent, as applicable, and (through the Intercreditor Agreement) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations as set forth in the Collateral Documents to which they are a party and to perform its respective obligations and exercise its respective rights and powers thereunder. Notwithstanding the foregoing, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of this Indenture or the Notes. The foregoing will not limit the right of the Issuer to amend, waive or otherwise modify under the Collateral Documents relating to and the Notes Intercreditor Agreement in accordance with their termstherewith. (cd) The Trustee and each Holder, by accepting the Notes and the Guarantees of the NotesNote Guarantees, acknowledges that, as more fully set forth in the Collateral Documents relating to and the NotesIntercreditor Agreement, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of all the Holders, the Collateral Agent Holders and the Trustee, and that the Lien granted by of this Indenture and the Collateral Documents relating to the Notes in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Collateral Documents relating to and the Notes Intercreditor Agreement and actions that may be taken thereunder. In the event of conflict between the Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the Intercreditor Agreement shall control.

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

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

The Collateral. (a) The due and punctual payment of the principal of and interestof, and premium, if any, and interest on the Notes and the Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise otherwise, interest on the overdue principal of and whether by the Issuer pursuant interest (to the extent permitted by law), if any, on the Notes or by any Secured Guarantor pursuant to its Guarantee and the payment Guarantees and performance of all other First Lien Obligations of the Issuer and the Guarantors obligations under this Indenture, including, without limitation, the Notesobligations of the Issuer set forth in Section 7.07 and Section 8.05 herein, and the Notes and the Guarantees and the Collateral Documents relating to the Notes are Security Documents, shall be secured by First first-priority Liens on the Collateraland security interests, subject to Permitted Liens, as provided in the Collateral Security Documents relating to the Notes which the Issuer and the Guarantors Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture, or in certain circumstances, subsequent to the Issue Date or the Merger Date, Indenture and will be secured as provided in the Collateral Document relating to the Notes by all Security Documents hereafter delivered as required or permitted by this Indenture, the Security Documents and the Intercreditor Agreements. (b) The Issuer and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Documents and the Intercreditor Agreements, and the Collateral Agent is hereby authorized to execute and deliver the Security Documents and the Intercreditor Agreements. (c) Each Holder of NotesHolder, by its acceptance of the any Notes and the Guarantees of the NotesGuarantees, will be deemed to have consented consents and agreed agrees to the terms of each Collateral Document relating to Section 11.09 hereof, the NotesSecurity Documents and the Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure) as originally the same may be in effect and as amended, supplemented or replaced may be amended from time to time in accordance with its their terms or the terms of this Indenture, to have authorized and directed the Trustee authorizes and directs the Collateral Agent, as applicable, to enter into the Collateral Documents relating to the Notes to which it is a party, and to have authorized and empowered the Trustee and the Collateral Agent, as applicable, and (through the Intercreditor Agreement) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations as set forth in the Collateral Documents to which they are a party and to perform its respective obligations and exercise its respective rights under the Security Documents and powers thereunder. Notwithstanding the foregoing, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of this Indenture or the Notes. The foregoing will not limit the right of the Issuer to amend, waive or otherwise modify the Collateral Documents relating to the Notes Intercreditor Agreements in accordance with their termstherewith. (cd) The Trustee and each Holder, by accepting the Notes and the Guarantees of the NotesGuarantees, acknowledges that, as more fully set forth in the Collateral Security Documents relating to and the NotesIntercreditor Agreements, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of all the Holders, the Collateral Agent Holders and the Trustee, and that the Lien granted by of this Indenture and the Collateral Security Documents relating to the Notes in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Collateral Security Documents relating to and the Notes Intercreditor Agreements and actions that may be taken thereunder. In the event of conflict between the Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the Intercreditor Agreement shall control.

The Collateral. (a) The due and punctual payment of the principal of and interestof, and premium, if any, and interest on the Notes and the Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise otherwise, interest on the overdue principal of and whether by the Issuer pursuant interest (to the extent lawful), if any, on the Notes or by any Secured Guarantor pursuant to its Guarantee and the payment Guarantees thereof and performance of all other First Lien Obligations of the Issuer and the Guarantors obligations under this Indenture, the Notesincluding, without limitation, the Guarantees obligations of the Issuer set forth in Section 7.06 and Section 8.06 herein, and the Collateral Documents relating to Notes and the Notes are Guarantees thereof and the Security Documents, shall be secured by First Liens on the Collateral, subject to Permitted Liens, as provided in the Collateral Security Documents relating to the Notes which the Issuer and the Guarantors Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture, or in certain circumstances, subsequent to the Issue Date or the Merger Date, Indenture and will shall be secured as provided in the Collateral Document relating to the Notes by all Security Documents hereafter delivered as required or permitted by this Indenture. (b) The Issuer and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral for the benefit of all of the Holders, the Collateral Agent and the Trustee, in each case pursuant to the terms of this Indenture, the Intercreditor Agreement and the Security Documents, and the Collateral Agent is hereby authorized and directed to execute and deliver the Security Documents and the Intercreditor Agreement. (c) Each Holder of NotesHolder, by its acceptance of the any Notes and the Guarantees of the Notesthereof, will be deemed to have consented consents and agreed agrees to the terms of each Collateral Document relating to the NotesSecurity Documents (including, without limitation, the provisions providing for foreclosure) and the Intercreditor Agreement, as originally the same may be in effect and or as amended, supplemented or replaced may be amended from time to time in accordance with its terms or the terms of this Indenture, to have authorized and directed the Trustee and the Collateral Agent, as applicable, to enter into the Collateral Documents relating to the Notes to which it is a party, and to have authorized and empowered the Trustee and the Collateral Agent, as applicable, and (through the Intercreditor Agreement) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations as set forth in the Collateral Documents to which they are a party and to perform its respective obligations and exercise its respective rights and powers thereunder. Notwithstanding the foregoing, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of this Indenture or the Notes. The foregoing will not limit the right of the Issuer to amend, waive or otherwise modify the Collateral Documents relating to the Notes in accordance with their terms. (cd) The Trustee and each Holder, by accepting the Notes and the Guarantees of the Notesthereof, acknowledges that, as more fully set forth in the Collateral Documents relating to the NotesSecurity Documents, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of all the Holders, the Collateral Agent Holders and the Trustee, and that the Lien granted by of this Indenture and the Collateral Security Documents relating to the Notes in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Collateral Security Documents relating to and the Notes Intercreditor Agreement and actions that may be taken thereunder. In The Issuer shall, and shall cause the event Guarantors to, and each Guarantor shall, make all filings (including filings of conflict between continuation statements and amendments to financing statements that may be necessary to continue the Intercreditor Agreement, any effectiveness of such financing statements) or recordings and take all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Company and its Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral Documents and this Indenture, the Intercreditor Agreement shall controlsecurity interest in which is not required to be perfected under the Security Documents) as a perfected first priority security interest subject only to Permitted Liens.

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

The Collateral. (a) The Except as provided for in Section 4.24, the due and punctual payment of the principal of and interestof, and premium, if any, and interest on the Notes and the Note Guarantees (other than the Parent Guarantee) thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise otherwise, interest on the overdue principal of and whether by the Issuer pursuant interest (to the extent lawful), if any, on the Notes or by any Secured Guarantor pursuant to its Guarantee and the payment Note Guarantees thereof and performance of all other First Lien Obligations of the Issuer and the Guarantors obligations under this Indenture, and the Notes, Notes and the Note Guarantees (other than the Parent Guarantee) and the Collateral Documents relating to the Notes are Documents, shall be secured by First Liens on the CollateralLiens, subject to Permitted Liens, as provided in the Collateral Documents relating to the Notes which the Issuer Company and the Note Guarantors (other than the Parent), as the case may be, have entered into simultaneously with the execution of this Indenture, or in certain circumstances, subsequent to the Issue Date or the Merger Date, Indenture and will shall be secured as provided in the by all Collateral Document relating to the Notes Documents hereafter delivered as required or permitted by this Indenture, the Collateral Documents and the Intercreditor Deeds. (b) The Company and the Note Guarantors hereby agree that the Security Trustee shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Collateral Documents and the Intercreditor Deeds and the Security Trustee and the Trustee are is hereby authorized to execute and deliver the Collateral Documents and the Intercreditor Deeds (including any other agreements, deeds or other documents in relation thereto) on behalf of all of the Holders. (c) Each Holder of NotesHolder, by its acceptance of the any Notes and the Note Guarantees of thereof, and the NotesTrustee, will be deemed by entering into this Indenture, consents and agrees to have consented and agreed to accepts the terms of each the Collateral Document relating to Documents and the Notes, Intercreditor Deeds as originally the same may be in effect and or as amended, supplemented or replaced may be amended from time to time in accordance with its their terms or and irrevocably authorizes and directs the terms of this Indenture, Security Trustee to: (A) perform the duties and exercise the rights power and discretion that are specifically given to have authorized and directed the Trustee and the Collateral Agent, as applicable, to enter into it under the Collateral Documents relating to the Notes to which it is a party, and to have authorized and empowered the Trustee and the Intercreditor Deeds together with any other incidental rights, power and discretions; and (B) execute each Collateral AgentDocument, as applicable, and (through the Intercreditor Agreement) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations as set forth in the Collateral Documents to which they are a party and to perform its respective obligations and exercise its respective rights and powers thereunder. Notwithstanding the foregoing, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole modification, amendment, renewal or in part, of any provision of this Indenture or replacement expressed to be executed by the Notes. The foregoing will not limit the right of the Issuer to amend, waive or otherwise modify the Collateral Documents relating to the Notes in accordance with their termsSecurity Trustee on its behalf. (cd) The Trustee and each Holder, by accepting the Notes and the Note Guarantees of the Notesthereof, acknowledges that, as more fully set forth in the Collateral Documents relating to and the NotesIntercreditor Deeds, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of all the Holders, the Collateral Agent Holders and the Trustee, and that the Lien granted by of this Indenture and the Collateral Documents relating to the Notes in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Collateral Documents relating to and the Notes Intercreditor Deeds and actions that may be taken thereunder. In the event of conflict between the Intercreditor Agreement, any . (e) The Company shall procure that each of the other Note Guarantors shall provide the Liens, subject to Permitted Liens, pursuant to the Collateral Documents and the Intercreditor Deeds within 10 days of the Closing Date; provided that Note Guarantors representing at least 50% of the EBITDA of the Company and the Restricted Subsidiaries on a combined basis for the fiscal year ended December 31, 2009 shall have granted Liens on their assets to secure payment of the Notes on or before the Closing Date. (f) Subject to the terms of this IndentureIndenture and the Collateral Documents, the Intercreditor Agreement Issuer and the Note Guarantors shall controlhave the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

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

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

The Collateral. (a) The due and punctual payment of the principal of and interestof, and premium, if any, and interest on the Notes and the Note Guarantees (other than the Parent Guarantee and, prior to the 2014 Notes Repayment, the Note Guarantee of VM FinanceCo) thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise otherwise, interest on the overdue principal of and whether by the Issuer pursuant interest (to the extent lawful), if any, on the Notes or by any Secured Guarantor pursuant to its Guarantee and the payment Note Guarantees thereof and performance of all other First Lien Obligations of the Issuer and the Guarantors obligations under this Indenture, and the NotesNotes and the Note Guarantees (other than the Parent Guarantee and, prior to the 2014 Notes Repayment, the Guarantees Note Guarantee of VM FinanceCo) thereof and the Collateral Documents relating to the Notes are Documents, shall be secured by First Liens on the CollateralLiens, subject to Permitted Liens, as provided in the Collateral Documents relating which the Company and the Note Guarantors (other than the Parent and, prior to the 2014 Notes which Repayment, VM FinanceCo), as the Issuer and the Guarantors case may be, have entered into simultaneously with the execution of this Indenture, or in certain circumstances, subsequent to the Issue Date or the Merger Date, Indenture and will shall be secured as provided in the by all Collateral Document relating to the Notes Documents hereafter delivered as required or permitted by this Indenture, the Collateral Documents and the Intercreditor Deeds. (b) The Company and the Note Guarantors hereby agree that the Security Trustee shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Collateral Documents and the Intercreditor Deeds and the Security Trustee and the Trustee are is hereby authorized to execute and deliver the Collateral Documents and the Intercreditor Deeds (including any other agreements, deeds or other documents in relation thereto) on behalf of all of the Holders. (c) Each Holder of NotesHolder, by its acceptance of the any Notes and the Note Guarantees of thereof, and the NotesTrustee, will be deemed by entering into this Indenture, consents and agrees to have consented and agreed to accepts the terms of each the Collateral Document relating to Documents and the Notes, Intercreditor Deeds as originally the same may be in effect and or as amended, supplemented or replaced may be amended from time to time in accordance with its their terms or and irrevocably authorizes and directs the terms of this Indenture, Security Trustee to: (A) perform the duties and exercise the rights power and discretion that are specifically given to have authorized and directed the Trustee and the Collateral Agent, as applicable, to enter into it under the Collateral Documents relating to the Notes to which it is a party, and to have authorized and empowered the Trustee and the Intercreditor Deeds together with any other incidental rights, power and discretions; and (B) execute each Collateral AgentDocument, as applicable, and (through the Intercreditor Agreement) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations as set forth in the Collateral Documents to which they are a party and to perform its respective obligations and exercise its respective rights and powers thereunder. Notwithstanding the foregoing, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole modification, amendment, renewal or in part, of any provision of this Indenture or replacement expressed to be executed by the Notes. The foregoing will not limit the right of the Issuer to amend, waive or otherwise modify the Collateral Documents relating to the Notes in accordance with their termsSecurity Trustee on its behalf. (cd) The Trustee and each Holder, by accepting the Notes and the Note Guarantees of the Notesthereof, acknowledges that, as more fully set forth in the Collateral Documents relating to and the NotesIntercreditor Deeds, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of all the Holders, the Collateral Agent Holders and the Trustee, and that the Lien granted by of this Indenture and the Collateral Documents relating to the Notes in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Collateral Documents relating to and the Notes Intercreditor Deeds and actions that may be taken thereunder. In the event of conflict between the Intercreditor Agreement, any . (e) The Company shall procure that each of the Note Guarantors (other than the Parent and, prior to the 2014 Notes Repayment, VM Finance Co) shall provide the Liens, subject to Permitted Liens, pursuant to the Collateral Documents and the Intercreditor Deeds within 45 days of the Closing Date; provided that Note Guarantors representing at least 50% of the EBITDA of the Company and the Restricted Subsidiaries on a combined basis for the financial year ended December 31, 2008 shall have granted Liens on their assets on the Closing Date. (f) Subject to the terms of this IndentureIndenture and the Collateral Documents, the Intercreditor Agreement Issuer and the Note Guarantors shall controlhave the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

The Collateral. (a) The Issuer hereby appoints Computershare Trust Company of Canada to act as Collateral Agent, and each Holder by its acceptance of any Notes and the Guarantees thereof, irrevocably consents and agrees to such appointment. The Collateral Agent shall have the privileges, powers and immunities set forth in this Indenture, the Collateral Documents and the Intercreditor Agreements. The due and punctual payment of the principal of and interestof, and premium, if any, and interest on the Notes and the Guarantees thereof when and as the same shall be due and payable, whether on an interest payment dateAmortization Date, Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise otherwise, interest on the overdue principal of and whether by the Issuer pursuant overdue interest (to the extent permitted by law), if any, on the Notes or by any Secured Guarantor pursuant to its Guarantee and the payment Guarantees thereof and performance of all other First Lien Obligations of the Issuer and the Guarantors obligations under this Indenture, the Notesincluding, without limitation, the obligations of the Issuer set forth in Section 7.06 and Section 8.05(b) herein, and the Notes and the Guarantees thereof and the Collateral Documents relating to the Notes are Documents, shall be secured by First first-priority and second-priority Liens on and security interests in the Collateral, in each case subject to Permitted Liens, as and to the extent provided in the Collateral Documents relating to the Notes which the Issuer and PNCC, as the Guarantors case may be, have entered into simultaneously with the execution of this Indenture, or in certain circumstances, subsequent to the Issue Date or the Merger Date, Indenture and will be secured as provided in the by all Collateral Document relating to the Notes Documents hereafter delivered as required or permitted by this Indenture, the Collateral Documents and the Intercreditor Agreements. The Issuer and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of the Secured Parties, in each case pursuant to the terms of the Collateral Documents and the Intercreditor Agreements, and the Collateral Agent and the Trustee are hereby authorized to execute and deliver the Collateral Documents and the Intercreditor Agreements. (b) Each Holder of NotesThe Trustee and each Holder, by its acceptance of the any Notes and the Guarantees of the Notesthereof, will be deemed to have consented irrevocably consents and agreed agrees to the terms of each the Collateral Document relating to Documents and the NotesIntercreditor Agreements (including, without limitation, the provisions providing for foreclosure and release of Collateral) as originally the same may be in effect and as amended, supplemented or replaced may be amended from time to time in accordance with its terms or their terms, agrees to the terms appointment of this Indenture, to have authorized and directed the Trustee and the Collateral Agent, as applicable, to enter into Agent and authorizes and directs the Collateral Documents relating to the Notes to which it is a party, and to have authorized and empowered the Trustee and the Collateral Agent, as applicable, and (through the Intercreditor Agreement) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations as set forth in the Collateral Documents to which they are a party and to perform its respective obligations and exercise its respective rights rights, powers and powers thereunder. Notwithstanding the foregoing, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of this Indenture or the Notes. The foregoing will not limit the right of the Issuer to amend, waive or otherwise modify discretions under the Collateral Documents relating to and the Notes Intercreditor Agreements in accordance with their termstherewith. (c) The Trustee and each Holder, by accepting the Notes and the Guarantees of the Notesthereof, acknowledges that, as more fully set forth in the Collateral Documents relating to and the NotesIntercreditor Agreements, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of all the Holders, the Collateral Agent and the TrusteeSecured Parties, and that the Lien granted by relating to this Indenture and the Collateral Documents relating to the Notes in respect favour of the Trustee and the Holders Secured Parties is subject to and qualified and limited in all respects by the Collateral Documents relating to and the Notes Intercreditor Agreements and actions that may be taken thereunder. In . (d) For greater certainty, and without limiting the event of conflict between the Intercreditor Agreement, any powers of the Collateral Agent (or any other Person acting as an agent or mandatary for the Collateral Agent) hereunder or under the Collateral Documents and this Indenturethe Intercreditor Agreements, the Intercreditor Agreement Issuer and each Guarantor hereby acknowledge that, for purposes of holding any security granted by the Issuer or any Guarantor on property pursuant to the laws of the Province of Quebec to secure obligations of the Issuer or any Guarantor under the Notes or any bond or debenture, the Collateral Agent shall controlbe the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Québec) for the Trustee, all present and future Holders and all present and future holders of any such bond or debenture. The Trustee hereby irrevocably constitutes the Collateral Agent as the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Québec) in order to hold security granted by the Issuer or any Guarantor in the Province of Québec to secure the obligations of the Issuer or any Guarantor under the Notes or any bond or debenture issued by the Issuer or any Guarantor. Each Holder shall be deemed to have confirmed and ratified the constitution of the Collateral Agent as the holder of such irrevocable power of attorney (fondé de pouvoir) by holding, or accepting the benefit of any Note, bond or debenture. Each Banking Services Provider which provides the notice contemplated in the definition of “Banking Services” shall be deemed to have confirmed and ratified the constitution of the Collateral Agent as the holder of such irrevocable power of attorney (fondé de pouvoir) by issuing such notice. Each Secured Swap Counterparty which provides the notice contemplated in the definition of “Secured Swap Obligation” shall be deemed to have confirmed and ratified the constitution of the Collateral Agent as the holder of such irrevocable power of attorney (fondé de pouvoir) by issuing such notice. Notwithstanding the provisions of section 32 of the An Act respecting the special powers of legal persons (Quebec), the Collateral Agent or the Trustee may acquire and be the holder of any the Notes or any bond or debenture. The Issuer hereby acknowledges that each of the Notes and any such bond or debenture constitutes a title of indebtedness, as such term is used in Article 2692 of the Civil Code of Québec. The execution by the Collateral Agent as fondé de pouvoir of any deeds of hypothec or other documents prior to the date hereof is hereby ratified and confirmed. The Issuer, the Trustee and the Holders also agree that the Collateral Agent may hold any bond or debenture issued by the Issuer, including as named bondholder or debentureholder or as the Person holding on behalf of the Trustee and the other Secured Parties, in accordance with Article 2705 of the Civil Code of Québec, any bond or debenture pledged in favour of the Trustee and the other Secured Parties. (e) Each Secured Party that is not a party to this Indenture shall be deemed to have appointed the Collateral Agent as its agent under the Collateral Documents in accordance with the terms of this Section 10.01 and to have acknowledged that the provisions of this Section 10.01 apply to such Secured Party mutatis mutandis as though it were a party hereto (and any acceptance by such Secured Party of the benefits of this Indenture or any other document delivered in connection with this Indenture shall be deemed an acknowledgement of the foregoing).

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

The Collateral. (a) The due and punctual payment of the principal of and interestof, and premium, if any, and interest on the Notes and the Subsidiary Guarantees thereof when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise otherwise, interest on the overdue principal of and whether by the Issuer pursuant interest (to the extent permitted by law), if any, on the Notes or by any Secured Guarantor pursuant to its Guarantee and the payment Subsidiary Guarantees thereof and performance of all other First Lien Obligations under this Indenture, including, without limitation, the Obligations of the Issuer set forth in Section 7.07 herein, and the Guarantors under this Indenture, the Notes, the Guarantees Notes and the Collateral Documents relating to Subsidiary Guarantees thereof and the Notes are Security Documents, shall be secured by First Second-Priority Liens and security interests, on the Collateral, Collateral (subject to Permitted Liens), as provided in the Collateral Security Documents relating to the Notes which the Issuer TCEH and the Guarantors Subsidiary Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture, Indenture or in certain circumstances, subsequent to the Issue Date or the Merger Date, and will be secured as provided in the Collateral Document relating to the Notes may hereafter delivered enter into as required or permitted by this Indenture, the Security Documents and the Intercreditor Agreement. All Security Documents shall be subject to the terms of the Intercreditor Agreement. (b) TCEH and the Subsidiary Guarantors hereby appoint the Collateral Agent to act as collateral agent under this Indenture, the Security Documents and the Intercreditor Agreement and agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders, the Collateral Agent and the Trustee, in each case pursuant to the terms of the Security Documents and the Intercreditor Agreement, and the Collateral Agent is hereby authorized to execute and deliver the Security Documents and the Intercreditor Agreement. (c) Each Holder of NotesHolder, by its acceptance of the any Notes and the Subsidiary Guarantees of the Notesthereof, will be deemed to have consented consents and agreed agrees to the terms of each Collateral Document relating to the NotesSecurity Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure) as originally the same may be in effect and or as amended, supplemented or replaced may be amended from time to time in accordance with its their terms or the terms of this Indenture, to have authorized and directed the Trustee authorizes and directs the Collateral Agent, as applicable, Agent to enter into the Collateral Documents relating to the Notes to which it is a party, and to have authorized and empowered the Trustee and the Collateral Agent, as applicable, and (through the Intercreditor Agreement) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations as set forth in the Collateral Documents to which they are a party and to perform its respective obligations and exercise its respective rights under the Security Documents and powers thereunder. Notwithstanding the foregoing, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of this Indenture or the Notes. The foregoing will not limit the right of the Issuer to amend, waive or otherwise modify the Collateral Documents relating to the Notes Intercreditor Agreement in accordance with their termstherewith. (cd) The Trustee and each Holder, by accepting the Notes and the Subsidiary Guarantees of the Notesthereof, acknowledges that, as more fully set forth in the Collateral Security Documents relating to and the NotesIntercreditor Agreement, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of all the Holders, the Collateral Agent and the Trustee, and that the Lien granted by of this Indenture and the Collateral Security Documents relating to the Notes in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Collateral Security Documents relating to and the Notes Intercreditor Agreement and actions that may be taken thereunder. In the event of conflict between the Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the Intercreditor Agreement shall control.

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

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

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

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

The Collateral. (a) The due and punctual payment of the principal of and interestof, and premium, if any, and interest on the Notes and the Guarantees thereof when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise otherwise, interest on the overdue principal of and whether by the Issuer pursuant interest (to the extent lawful), if any, on the Notes or by any Secured Guarantor pursuant to its Guarantee and the payment Guarantees thereof and performance of all other First Lien Obligations of the Issuer and the Guarantors obligations under this Indenture, including, without limitation, the obligations of the Issuer set forth in Section 7.07 and Section 8.05(b), and the Notes, the Guarantees thereof and the Collateral Security Documents relating to the Notes are shall be secured by First first-priority Liens and security interests, on the Collateral, Collateral (excluding Excluded Assets and subject to Permitted Liens), as and to the extent provided in the Collateral Security Documents relating to the Notes which that the Issuer and the Guarantors Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture, on or in certain circumstances, subsequent to after the Issue Date or the Merger Date, and will shall be secured as provided in the Collateral Document relating to the Notes by all Security Documents hereafter delivered as required or permitted by this Indenture, the Security Documents and any Intercreditor Agreement. All Security Documents shall be subject to the terms of any Intercreditor Agreement. (b) The Issuer hereby agrees, on behalf of itself and the Guarantors, that the Collateral Agent shall hold the Collateral for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Documents and any Intercreditor Agreement. (c) Each Holder of NotesHolder, by its acceptance of the any Notes and the Guarantees of the NotesGuarantees, will be deemed to have consented irrevocably consents and agreed agrees to the terms of each Collateral Document relating to the NotesSecurity Documents and any Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure), as originally the same may be in effect and or as amended, supplemented or replaced may be amended from time to time in accordance with its terms or the terms of this Indenturetheir terms, to have authorized and directed the Trustee authorizes and directs the Collateral Agent, as applicable, Agent to enter into the Collateral Documents relating to the Notes to which it is a party, and to have authorized and empowered the Trustee and the Collateral Agent, as applicable, and (through the Intercreditor Agreement) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations as set forth in the Collateral Documents to which they are a party and to perform its respective obligations and exercise its respective rights under the Security Documents and powers thereunder. Notwithstanding the foregoing, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, any Intercreditor Agreement in whole or in part, of any provision of this Indenture or the Notesaccordance therewith. The foregoing will not limit the right of the Issuer to amend, waive or otherwise modify Holders agree that the Collateral Agent is authorized to execute and deliver the Security Documents relating to and the Notes in accordance with their termsIntercreditor Agreements. (cd) The Trustee and each Holder, by accepting the Notes and the Guarantees of the NotesGuarantees, acknowledges that, as more fully set forth in the Collateral Security Documents relating to the Notesand any Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of all the Holders, the Collateral Agent and the Trustee, and that the Lien granted by of this Indenture and the Collateral Security Documents relating to the Notes in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Collateral Security Documents relating to the Notes and any Intercreditor Agreement and actions that may be taken thereunder. In the event of conflict between the Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the Intercreditor Agreement shall control.

The Collateral. (a) The payment Obligations shall be secured by valid and perfected first priority Liens on Property of the principal Borrower and each Restricted Subsidiary (other than (x) the Insurance Subsidiary or (y) any capital stock or equity interests of and interestany SPV Subsidiary) described in, and premium, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuer pursuant to the Notes or by any Secured Guarantor pursuant to its Guarantee terms of, the Company Security Agreement and the payment Subsidiary Security Agreement in favor of all other First Lien Obligations of the Issuer and the Guarantors under this Indenture, the Notes, the Guarantees and the Collateral Documents relating to the Notes are secured by First Liens on the Collateral, subject to Permitted Liens, as provided in the Collateral Documents relating to the Notes which the Issuer and the Guarantors have entered into simultaneously with the execution of this Indenture, or in certain circumstances, subsequent to the Issue Date or the Merger Date, and will be secured as provided in the Collateral Document relating to the Notes hereafter delivered as required or permitted by this Indenture. (b) Each Holder of Notes, by its acceptance of the Notes and the Guarantees of the Notes, will be deemed to have consented and agreed to the terms of each Collateral Document relating to the Notes, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, to have authorized and directed the Trustee and the Collateral Agent, as applicable, to enter into the Collateral Documents relating to the Notes to which it is a party, and to have authorized and empowered the Trustee and the Collateral Agent, as applicable, and (through the Intercreditor Agreement) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations as set forth in the Collateral Documents to which they are a party and to perform its respective obligations and exercise its respective rights and powers thereunder. Notwithstanding the foregoing, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of this Indenture or the Notes. The foregoing will not limit the right of the Issuer to amend, waive or otherwise modify the Collateral Documents relating to the Notes in accordance with their terms. (c) The Trustee and each Holder, by accepting the Notes and the Guarantees of the Notes, acknowledges that, as more fully set forth in the Collateral Documents relating to the Notes, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of the Administrative Agent and the Lenders. The Borrower covenants and agrees that it will, and will cause each of such Restricted Subsidiaries to, comply with all terms and conditions of each of the HoldersCollateral Documents and that it will, and will cause each of its Restricted Subsidiaries to, at any time and from time to time, at the request of the Administrative Agent or the Required Lenders, execute and deliver such instruments and documents and do such acts and things as the Administrative Agent or the Required Lenders may reasonably request in order to provide for or protect or perfect the Lien of the Collateral Agent in the Collateral. With respect to Collateral that consists of Master Collection Accounts (as defined in the Permitted Facility Intercreditor Agreement), Borrower, the SPV Subsidiaries and the Trusteeother Grantors (as defined in the Security Agreement (Deposit Accounts)), pursuant to the Security Agreement (Deposit Accounts) shall grant a security interest in such Master Collection Accounts to the Collateral Agent (as defined in the Permitted Facility Intercreditor Agreement). The rights and remedies of the Collateral Agent, the Administrative Agent, each Permitted Facility Agent party thereto, and that the Lien granted by the Collateral Documents relating to the Notes in respect of the Trustee any additional Permitted Facility Agents under this Agreement and the Holders is subject to and qualified and limited in all respects by the Collateral Documents relating to the Notes and actions that may be taken thereunder. In the event of conflict between the Intercreditor Agreement, any of the other Collateral Loan Documents and shall be governed by the provisions of the Permitted Facility Intercreditor Agreement. To the extent that the provisions of the Permitted Facility Intercreditor Agreement conflict with the provisions of this IndentureAgreement or any of the other Loan Documents, the provisions of the Permitted Facility Intercreditor Agreement shall control.

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

The Collateral. (a) The due and punctual payment of the principal of and interestof, and premium, if any, and interest on the Notes and the Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise otherwise, interest on the overdue principal of and whether by the Issuer pursuant interest (to the extent permitted by law), if any, on the Notes or by any Secured Guarantor pursuant to its Guarantee and the payment Guarantees and performance of all other First Lien Obligations of the Issuer and the Guarantors obligations under this Indenture, including, the Notesobligations of the Company set forth in ‎Section 7.07 and ‎Section 8.05 herein, and the Notes and the Guarantees and the Collateral Documents relating to Documents, shall be secured by Liens on and security interests in the Notes are secured by First Liens on Collateral and the ABL Collateral, in each case with the priority set forth in the ABL Intercreditor Agreement and subject to Permitted Liens, as provided in the Collateral Documents relating to the Notes which the Issuer Company and the Guarantors Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture, or in certain circumstances, subsequent to the Issue Date or the Merger Date, Indenture and will be secured as provided in the by all Collateral Document relating to the Notes Documents hereafter delivered as required or permitted by this IndentureIndenture and the Collateral Documents. All property of the Company and the Guarantors owned on the Issue Date (other than Excluded Property) shall be pledged as Collateral pursuant to the Collateral Documents on the Issue Date, and perfected with the priority intended to be granted thereby, subject, in the case of the Post-Closing Collateral Documents, to the provisions of ‎Section 11.05. (b) The Company and the Guarantors hereby agree that the First Lien Notes Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Collateral Documents, and the First Lien Notes Collateral Agent is hereby authorized to execute and deliver the Collateral Documents. (c) Each Holder of NotesHolder, by its acceptance of the any Notes and the Guarantees of the NotesGuarantees, will be deemed to have consented consents and agreed agrees to the terms of each ‎Section 11.09 and the Collateral Document relating to Documents (including, the Notesprovisions providing for the possession, use, release and foreclosure of Collateral) as originally the same may be in effect and as amended, supplemented or replaced may be amended from time to time in accordance with its their terms or the terms of this Indenture, to have authorized and directed authorizes and directs the Trustee and the Collateral Agent, as applicable, to enter into the Collateral Documents relating to the Notes to which it is a party, and to have authorized and empowered the Trustee and the Collateral Agent, as applicable, and (through the Intercreditor Agreement) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations as set forth in the Notes Collateral Documents to which they are a party and Agent to perform its respective obligations and exercise its respective rights and powers thereunder. Notwithstanding the foregoing, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of under this Indenture or the Notes. The foregoing will not limit the right of the Issuer to amend, waive or otherwise modify and the Collateral Documents relating to the Notes in accordance with their termstherewith. (cd) The Trustee and each Holder, by accepting the Notes and the Guarantees of the NotesGuarantees, acknowledges that, as more fully set forth in the Collateral Documents relating to the NotesDocuments, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of all the Holders, the Collateral Agent Holders and the Trustee, and that the Lien granted by of this Indenture and the Collateral Documents relating to the Notes in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Collateral Documents relating to the Notes and actions that may be taken thereunder. In the event of conflict between the Intercreditor Agreement. (e) The Company shall, any and shall cause each of the Grantors to, at the Company’s sole cost and expense, take or cause to be taken such actions as may be required by the Collateral Documents, to perfect, maintain (with the priority required under the Collateral Documents), preserve and protect the valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral granted by the Collateral Documents in favor of the First Lien Notes Collateral Agent as security for the First Lien Notes Obligations, superior to and prior to the rights of all third Persons (other than as set forth in the ABL Intercreditor Agreement and other than to the extent permitted or not prohibited under this Indenture with respect to Permitted Liens), and subject to no other Liens (other than Permitted Liens), including (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders, the First Lien Notes Collateral Agent, and the Trustee under this Indenture and the Collateral Documents to all property comprising the Collateral, and (ii) the delivery of the certificates evidencing the securities pledged under any Collateral Document, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to the Indenture, the Collateral Documents and this Indenture, the Intercreditor Agreement shall controlany amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto.

The Collateral. (a) The Issuers and the Guarantors hereby appoint Wilmington Trust, National Association to act as Collateral Trustee, and each Holder, by its acceptance of any Notes and the Subsidiary Guarantees thereof, irrevocably consents and agrees to such appointment. The Collateral Trustee shall have the privileges, powers and immunities as set forth in this Indenture and the Security Documents. From and after the date hereof, the due and punctual payment of the principal of and interestof, and premium, if any, and interest on the Notes and the Subsidiary Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise otherwise, interest on the overdue principal of and whether by the Issuer pursuant interest (to the extent permitted by law), if any, on the Notes or by any Secured Guarantor pursuant to its Guarantee and the payment Subsidiary Guarantees thereof and performance of all other First Lien Obligations of the Issuer and the Guarantors obligations under this Indenture, the Notesincluding, without limitation, the Guarantees obligations of the Issuers and the Guarantors set forth in Sections 7.07 and 8.05 hereof, and the Notes and the Subsidiary Guarantees thereof and the Security Documents, shall be secured by first priority Liens and security interests on the Collateral Documents relating as and to the Notes are secured by First Liens on the Collateral, subject to Permitted Liens, as extent provided in the Collateral Documents relating to the Notes Security Documents, which the Issuer Issuers and the Guarantors Guarantors, as the case may be, have entered into prior to or simultaneously with the execution of this Indenture, or in certain circumstances, subsequent to the Issue Date or the Merger Date, Indenture and will be secured as provided in the Collateral Document relating to the Notes by all Security Documents hereafter delivered as required or permitted by this IndentureIndenture and the Security Documents. The Collateral will also secure the Issuers’ and the Guarantors’ Obligations under the Pari Passu Lien Hedge Agreements, the Existing Secured Notes, the Term Loan B Facility and any other Pari Passu Notes Lien Indebtedness as provided in the Collateral Trust and Intercreditor Agreement. The Issuers and the Guarantors hereby agree that the Collateral Trustee shall hold the Collateral on behalf of and for the benefit of all of the Holders, the Trustee and the Collateral Trustee, in each case pursuant to the terms of the Security Documents, and the Collateral Trustee and, as applicable, the Trustee are hereby directed and authorized to execute and deliver the Security Agreement, the Collateral Trust and Intercreditor Agreement and the other applicable Security Documents. (b) Each Holder of NotesHolder, by its acceptance of the any Notes and the Subsidiary Guarantees of the Notesthereof, will be deemed to have consented irrevocably consents and agreed agrees to the terms of each the Collateral Document relating to Trust and Intercreditor Agreement and the Notesother Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as originally the same may be in effect and as amended, supplemented or replaced may be amended from time to time in accordance with its terms or their terms, agrees to the terms appointment of this Indenture, to have authorized and directed the Collateral Trustee and authorizes and directs the Collateral Agent, as applicable, to enter into the Collateral Documents relating to the Notes to which it is a party, and to have authorized and empowered the Trustee and the Collateral Agent, as applicable, and (through the Intercreditor Agreement) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations as set forth in the Collateral Documents to which they are a party and to perform its respective obligations and exercise its respective rights rights, powers and powers thereunder. Notwithstanding the foregoing, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of this Indenture or the Notes. The foregoing will not limit the right of the Issuer to amend, waive or otherwise modify discretions under the Collateral Trust and Intercreditor Agreement and the other Security Documents relating to the Notes in accordance with their termstherewith. (c) The Trustee, the Collateral Trustee and each Holder, by accepting the Notes and the Subsidiary Guarantees of the Notesthereof, acknowledges that, as more fully set forth in the Collateral Documents relating to Trust and Intercreditor Agreement and the Notesother Security Documents, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of all the Holders, the Collateral Agent Trustee and the TrusteeTrustee and the holders of the Pari Passu Lien Hedge Agreements, the Existing Secured Notes, the Term Loan B Debt and any future Pari Passu Notes Lien Indebtedness, and that the Lien granted by of this Indenture and the Collateral Security Documents relating to the Notes in respect of the Trustee, the Collateral Trustee and the Holders and the holders of the Pari Passu Lien Hedge Agreements, the Existing Secured Notes, the Term Loan B Debt and any future Pari Passu Notes Lien Indebtedness is subject to and qualified and limited in all respects by the Collateral Trust and Intercreditor Agreement and the other Security Documents relating to the Notes and actions that may be taken thereunder. In the event of conflict between the Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the Intercreditor Agreement shall control.

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

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

The Collateral. (a) The Collateral Trustee shall have the privileges, powers and immunities as set forth herein and in the Collateral Documents. The due and punctual payment of the principal of and interest, and premium, if any, interest on the Notes 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 otherwise, and whether by interest on the Issuer pursuant to overdue principal of and interest on the Notes or by any Secured Guarantor pursuant to its Guarantee Securities, and the payment performance of all other First Lien Security Obligations of the Issuer Company and the Subsidiary Guarantors to the Securityholders, the Trustee or the Collateral Trustee under this Indenture, the Notes, the Guarantees Securities and the Collateral Documents relating Documents, according to the Notes terms hereunder or thereunder, are secured by First Liens on the Collateral, subject to Permitted Liens, as provided in the Collateral Documents relating to the Notes which the Issuer and the Guarantors have entered into simultaneously with the execution of this Indenture, or in certain circumstances, subsequent to the Issue Date or the Merger Date, and will be secured as provided in the Collateral Document relating Documents, which define the terms of the Liens that secure the Security Obligations, subject to the Notes hereafter delivered as required or permitted by this Indentureterms of the Intercreditor Agreement, and provide that such Liens are at least fourth-priority Liens, subject to Permitted Liens. The Company and the Subsidiary Guarantors hereby agree that the Collateral Trustee shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Collateral Documents and the Intercreditor Agreement, and the Collateral Trustee is hereby authorized to execute and deliver the Collateral Documents and the Intercreditor Agreement. (b) Each Holder of NotesHolder, by its acceptance of the Notes any Securities, consents and the Guarantees of the Notes, will be deemed to have consented and agreed agrees to the terms of each the Collateral Document relating to Documents (including the Notesprovisions providing for foreclosure and release of Collateral) and the Intercreditor Agreement, as originally the same may be in effect and as amended, supplemented or replaced may be amended from time to time in accordance with its their terms or the terms of and this Indenture, and that it shall not be entitled to have authorized the benefits of the Collateral Documents, the Intercreditor Agreement or this Indenture except pursuant to the terms and directed conditions thereof and hereof, and each Holder irrevocably appoints the Collateral Trustee and authorizes and directs the Trustee and the Collateral Agent, as applicable, to enter into the Collateral Documents relating to the Notes to which it is a party, and to have authorized and empowered the Trustee and the Collateral Agent, as applicable, and (through the Intercreditor Agreement) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations as set forth in the Collateral Documents to which they are a party and to perform its their respective obligations and exercise its their respective rights and powers thereunder. Notwithstanding the foregoing, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of this Indenture or the Notes. The foregoing will not limit the right of the Issuer to amend, waive or otherwise modify under the Collateral Documents relating and the Intercreditor Agreement in accordance therewith, together with such powers as are reasonably incidental thereto; provided, however, that if any of the provisions of the Collateral Documents or the Intercreditor Agreement limit, qualify or conflict with the duties imposed by the provisions of the TIA, the TIA shall control. Subject to the Notes in accordance with their termsprovisions of the Intercreditor Agreement, the Collateral Trustee is authorized to receive any funds for the benefit of the Holders distributed under the Collateral Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture. (c) The Trustee and each Holder, by accepting the Notes and the Guarantees of the NotesSecurities, acknowledges that, as more fully set forth in the Collateral Documents relating to and the NotesIntercreditor Agreement, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of all the Holders, the Collateral Agent Holders and the Trustee, and that the Lien granted by of this Indenture and the Collateral Documents relating to the Notes in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Collateral Documents relating to and the Notes Intercreditor Agreement and actions that may be taken thereunder. In The Company shall deliver to the event Trustee copies of conflict between all documents delivered to the Intercreditor AgreementCollateral Trustee pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be required by Section 13.3, to assure and confirm to the Trustee and the Collateral Trustee the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the other Collateral Documents Securities and this IndentureSubsidiary Guarantees secured hereby, according to the Intercreditor Agreement shall controlintent and purposes herein expressed.

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

The Collateral. (a) The due and punctual payment of the principal of and interestof, and premium, if any, and interest on the Notes and the Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise otherwise, interest on the overdue principal of and whether by the Issuer pursuant interest (to the extent permitted by law), if any, on the Notes or by any Secured Guarantor pursuant to its Guarantee and the payment Guarantees and performance of all other First Lien Obligations of the Issuer and the Guarantors obligations under this Indenture, including, the Notesobligations of the Company set forth in Section 7.07 and Section 8.05 herein, and the Notes and the Guarantees and the Collateral Documents relating to Documents, shall be secured by Liens on and security interests in the Notes are secured by First Liens on Collateral and the ABL Collateral, in each case with the priority set forth in the Intercreditor Agreements and subject to Permitted Liens, as provided in the Collateral Documents relating to the Notes which the Issuer Company and the Guarantors Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture, or in certain circumstances, subsequent to the Issue Date or the Merger Date, Indenture and will be secured as provided in the by all Collateral Document relating to the Notes Documents hereafter delivered as required or permitted by this IndentureIndenture and the Collateral Documents. All property of the Company and the Guarantors owned on the Issue Date (other than Excluded Property) shall be pledged as Collateral pursuant to the Collateral Documents on the Issue Date, and perfected with the priority intended to be granted thereby, subject, in the case of the Post-Closing Collateral Documents, to the provisions of Section 11.05. (b) The Company and the Guarantors hereby agree that the Notes Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Collateral Documents, and the Notes Collateral Agent is hereby authorized to execute and deliver the Collateral Documents. (c) Each Holder of NotesHolder, by its acceptance of the any Notes and the Guarantees of the NotesGuarantees, will be deemed to have consented consents and agreed agrees to the terms of each Section 11.09 and the Collateral Document relating to Documents (including, the Notesprovisions providing for the possession, use, release and foreclosure of Collateral) as originally the same may be in effect and as amended, supplemented or replaced may be amended from time to time in accordance with its their terms or the terms of this Indenture, to have authorized and directed authorizes and directs the Trustee and the Notes Collateral Agent, as applicable, to enter into the Collateral Documents relating to the Notes to which it is a party, and to have authorized and empowered the Trustee and the Collateral Agent, as applicable, and (through the Intercreditor Agreement) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations as set forth in the Collateral Documents to which they are a party and to perform its respective obligations and exercise its respective rights and powers thereunder. Notwithstanding the foregoing, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of under this Indenture or the Notes. The foregoing will not limit the right of the Issuer to amend, waive or otherwise modify and the Collateral Documents relating to the Notes in accordance with their termstherewith. (cd) The Trustee and each Holder, by accepting the Notes and the Guarantees of the NotesGuarantees, acknowledges that, as more fully set forth in the Collateral Documents relating to the NotesDocuments, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of all the Holders, the Collateral Agent Holders and the Trustee, and that the Lien granted by of this Indenture and the Collateral Documents relating to the Notes in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Collateral Documents relating to the Notes and actions that may be taken thereunder. In . (e) The Company shall, and shall cause each of the event Grantors to, at the Company’s sole cost and expense, take or cause to be taken such actions as may be required by the Collateral Documents, to perfect, maintain (with the priority required under the Collateral Documents), preserve and protect the valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral granted by the Collateral Documents in favor of conflict between the Notes Collateral Agent as security for the First Lien Notes Obligations, superior to and prior to the rights of all third Persons (other than as set forth in the Intercreditor AgreementAgreements and other than to the extent permitted or not prohibited under this Indenture with respect to Permitted Liens), and subject to no other Liens (other than Permitted Liens), including (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders, the Notes Collateral Agent, and the Trustee under this Indenture and the Collateral Documents to all property comprising the Collateral, and (ii) the delivery of the certificates evidencing the securities pledged under any Collateral Document, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to the Indenture, the Collateral Documents and this Indenture, the Intercreditor Agreement shall controlany amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto.

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

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

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

The Collateral. (a) The due and punctual payment of the principal of of, premium, if any, and interest, and premium, if any, on the Notes and the Note Guarantees thereof when and as the same shall be due and payable, whether on an interest payment dateAccretion Date or Interest Payment Date (as applicable), at maturity, by acceleration, repurchase, redemption or otherwise otherwise, interest on the overdue principal of, premium, if any, and whether by the Issuer pursuant Cash Interest (to the extent permitted by law), if any, on the Notes or by any Secured Guarantor pursuant to its Guarantee and the payment Note Guarantees thereof and performance of all other First Lien Obligations of the Issuer and the Guarantors obligations under this Indenture, the Notesincluding, without limitation, the obligations of the Issuer set forth in Section 7.07 and Section 8.05(b) herein, and the Notes and the Guarantees thereof and the Collateral Documents relating to the Notes are Documents, shall be secured by First second-priority Liens on the Collateraland security interests, in each case subject to Permitted Liens, as provided in the Collateral Documents relating to the Notes which the Issuer and the Guarantors Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture, or in certain circumstances, subsequent to the Issue Date or the Merger Date, Indenture and will be secured by and as provided in the all Collateral Document relating to the Notes Documents hereafter delivered as required or permitted by this Indenture, the Collateral Documents and the Intercreditor Agreement. The Issuer and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Collateral Documents and the Intercreditor Agreement, and the Collateral Agent is hereby authorized to execute and deliver the Collateral Documents and the Intercreditor Agreement. ▇▇▇▇▇ Fargo Bank, National Association is hereby appointed as the initial Collateral Agent. (b) Each Holder of NotesHolder, by its acceptance of the any Notes and the Note Guarantees of the Notesthereof, will be deemed to have consented consents and agreed agrees to the terms of each the Collateral Document relating Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for certain limitations on rights to foreclosure and consents to release of Collateral) as the Notes, as originally same may be in effect and as amended, supplemented or replaced may be amended from time to time in accordance with its their terms or and the terms of this Indenture, agrees to have authorized and directed the Trustee and appointment of the Collateral Agent, as applicable, Agent and authorizes and directs the Collateral Agent to enter into the Collateral Documents relating to the Notes to which it is a party, and to have authorized and empowered the Trustee and the Collateral Agent, as applicable, and (through the Intercreditor Agreement) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations as set forth in the Collateral Documents to which they are a party Agreement and to perform its respective obligations and exercise its respective rights and powers thereunder. Notwithstanding the foregoing, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of this Indenture or the Notes. The foregoing will not limit the right of the Issuer to amend, waive or otherwise modify under the Collateral Documents relating to and the Notes Intercreditor Agreement in accordance with their termstherewith. (c) The Trustee and each Holder, by accepting the Notes and the Guarantees of the Notesthereof, acknowledges that, as more fully set forth in the Collateral Documents relating to and the NotesIntercreditor Agreement, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of all the Holders, the Collateral Agent Holders and the Trustee, and that the Lien granted by of this Indenture and the Collateral Documents relating to the Notes in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Collateral Documents relating to and the Notes Intercreditor Agreement and actions that may be taken thereunder. In the event of conflict between the Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the Intercreditor Agreement shall control.

The Collateral. (a) The due and punctual payment of the principal of and interestof, and premium, if any, and interest on the Notes and the Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise otherwise, interest on the overdue principal of and whether by the Issuer pursuant interest (to the extent permitted by law), if any, on the Notes or by any Secured Guarantor pursuant to its Guarantee and the payment Guarantees and performance of all other First Lien Obligations of the Issuer and the Guarantors obligations under this Indenture, including, the Notesobligations of the Company set forth in Section 7.07 and Section 8.05 herein, and the Notes and the Guarantees and the Collateral Documents relating to Documents, shall be secured by Liens on and security interests in the Notes are secured by First Liens on Collateral and the ABL Collateral, in each case with the priority set forth in the Intercreditor Agreements and subject to Permitted Liens, as provided in the Collateral Documents relating to the Notes which the Issuer Company and the Guarantors Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture, or in certain circumstances, subsequent to the Issue Date or the Merger Date, Indenture and will be secured as provided in the by all Collateral Document relating to the Notes Documents hereafter delivered as required or permitted by this IndentureIndenture and the Collateral Documents. All property of the Company and the Guarantors owned on the Issue Date (other than Excluded Property) shall be pledged as Collateral pursuant to the Collateral Documents on the Issue Date, and perfected with the priority intended to be granted thereby, subject, in the case of the Post-Closing Collateral Documents, to the provisions of Section 11.05. (b) The Company and the Guarantors hereby agree that the Notes Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Collateral Documents, and the Notes Collateral Agent is hereby authorized to execute and deliver the Collateral Documents. (c) Each Holder of NotesHolder, by its acceptance of the any Notes and the Guarantees of the NotesGuarantees, will be deemed to have consented consents and agreed agrees to the terms of each Section 11.09 and the Collateral Document relating to Documents (including, the Notesprovisions providing for the possession, use, release and foreclosure of Collateral) as originally the same may be in effect and as amended, supplemented or replaced may be amended from time to time in accordance with its their terms or the terms of this Indenture, to have authorized and directed authorizes and directs the Trustee and the Notes Collateral Agent, as applicable, to enter into the Collateral Documents relating to the Notes to which it is a party, and to have authorized and empowered the Trustee and the Collateral Agent, as applicable, and (through the Intercreditor Agreement) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations as set forth in the Collateral Documents to which they are a party and to perform its respective obligations and exercise its respective rights and powers thereunder. Notwithstanding the foregoing, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of under this Indenture or the Notes. The foregoing will not limit the right of the Issuer to amend, waive or otherwise modify and the Collateral Documents relating to the Notes in accordance with their termstherewith. (cd) The Trustee and each Holder, by accepting the Notes and the Guarantees of the NotesGuarantees, acknowledges that, as more fully set forth in the Collateral Documents relating to the NotesDocuments, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of all the Holders, the Collateral Agent Holders and the Trustee, and that the Lien granted by of this Indenture and the Collateral Documents relating to the Notes in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Collateral Documents relating to the Notes and actions that may be taken thereunder. In . (e) The Company shall, and shall cause each of the event Grantors to, at the Company’s sole cost and expense, take or cause to be taken such actions as may be required by the Collateral Documents, to perfect, maintain (with the priority required under the Collateral Documents), preserve and protect the valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral granted by the Collateral Documents in favor of conflict between the Notes Collateral Agent as security for the Second Lien Notes Obligations, superior to and prior to the rights of all third Persons (other than as set forth in the Intercreditor AgreementAgreements and other than to the extent permitted or not prohibited under this Indenture with respect to Permitted Liens), and subject to no other Liens (other than Permitted Liens), including (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders, the Notes Collateral Agent, and the Trustee under this Indenture and the Collateral Documents to all property comprising the Collateral, and (ii) the delivery of the certificates evidencing the securities pledged under any Collateral Document, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to the Indenture, the Collateral Documents and this Indenture, the Intercreditor Agreement shall controlany amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto.

The Collateral. (a) The due and punctual payment of the principal of and interestof, and premium, if any, Additional Amounts, if any, and interest on the Notes and the Note Guarantees thereof when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise otherwise, interest on the overdue principal of and whether by the Issuer pursuant interest (to the extent permitted by law), if any, on the Notes or by any Secured Guarantor pursuant to its Guarantee and the payment Note Guarantees thereof, and performance of all other First Lien Obligations obligations of the Issuer Issuers and the Guarantors under this Indenture, the Notes, the Guarantees Indenture and the Collateral Documents relating to the Notes are shall be secured by First first-priority Liens on the Collateral, subject to Permitted Liens, as provided in the Collateral Security Documents relating to the Notes which the Issuer Issuers and the Guarantors Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture, or in certain circumstances, subsequent to the Issue Date or the Merger Date, Indenture and will be secured as provided in the Collateral Document relating pursuant to the Notes all Security Documents hereafter delivered as required or permitted by this IndentureIndenture and the Security Documents, subject to the terms of the First Lien Intercreditor Agreement. The Pledgors shall take all steps required pursuant to the Security Agreements to perfect the security interests on the Collateral owned on the Issue Date, including, to the extent and within the time periods required by the Security Agreements, by delivery of applicable stock certificates, filing of financing statements or otherwise as necessary or required pursuant to the applicable law governing such Collateral. (b) The Issuers and the Guarantors hereby agree that the Notes Collateral Agent shall hold the Collateral for the benefit of the First-Priority Secured Parties, in each case pursuant to the terms of this Indenture, the Security Documents and the First Lien Intercreditor Agreement, and the Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents and the First Lien Intercreditor Agreement. (c) Each Holder of NotesHolder, by its acceptance of the Notes and the Guarantees of the any Notes, will be deemed to have consented consents and agreed agrees to the terms of each Collateral Document relating to Section 12.05 hereof, the Notes, Security Documents and the First Lien Intercreditor Agreement (including the provisions providing for foreclosure) as originally the same may be in effect and as amended, supplemented or replaced may be amended from time to time in accordance with its their terms or and authorizes and directs the terms of this Indenture, to have authorized and directed the Trustee and the Notes Collateral Agent, as applicable, Agent to enter into the Collateral Documents relating to the Notes to which it is a partyinto, and to have authorized and empowered the Trustee and the Collateral Agent, as applicable, and (through the Intercreditor Agreement) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations as set forth in the Collateral Documents to which they are a party and to perform its respective obligations and exercise its respective rights under, the Security Documents and powers thereunder. Notwithstanding the foregoing, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of this Indenture or the Notes. The foregoing will not limit the right of the Issuer to amend, waive or otherwise modify the Collateral Documents relating to the Notes First Lien Intercreditor Agreement in accordance with their termstherewith. (cd) The Notes Collateral Agent, the Trustee and each Holder, by accepting the Notes and the Note Guarantees of the Notesthereof, acknowledges that, as more fully set forth in the Collateral Security Documents relating to and the NotesFirst Lien Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of all the Holders, the Collateral Agent and the TrusteeFirst-Priority Secured Parties, and that the Lien granted by of this Indenture and the Collateral Security Documents relating to the Notes in respect of the Trustee and the Holders First-Priority Secured Parties is subject to and qualified and limited in all respects by the Collateral Security Documents relating to and the Notes First Lien Intercreditor Agreement and actions that may be taken thereunder. (e) The Issuers have the right, whether or not in connection with a substitution, to add real estate assets as “Secured Pool Properties” from time to time in accordance with the U.S. Credit Agreement. In addition, following the event expiration or termination of conflict between the Intercreditor AgreementU.S. Credit Agreement (other than in connection with a refinancing or replacement thereof in the form of a credit facility), the Issuers may add Eligible Properties as Secured Pool Properties by designating such Eligible Properties as “Secured Pool Properties” in a notice delivered to the Notes Collateral Agent, which notice shall set forth the date of the effectiveness of such designation. Concurrent with the addition of any real estate assets as a Secured Pool Property (an “Additional Secured Pool Property”), whether pursuant to Section 4.09(e) or Section 4.10, in connection with a substitution pursuant to the U.S. Credit Agreement as contemplated by Section 12.02(a) below, or otherwise, the Issuers will, or will cause their applicable Subsidiaries to, pledge on a First-Priority Lien basis the Capital Stock in any Subsidiary that owns or ground leases the Additional Secured Pool Property or that is or is otherwise required to become a Notes Pledged Subsidiary (and, if the applicable Pledgor with respect to such Capital Stock is not an Issuer or a Guarantor prior to such addition, will cause the provision by such Pledgor of a Note Guarantee of the Notes pursuant to Section 4.15) by executing a supplement to a Security Document or entering into a new Security Document (which agreement shall be substantially identical to the Security Document in the relevant jurisdiction as in effect on the Issue Date or, if such security agreement shall be in a new jurisdiction, such security agreement shall be substantially similar to the Security Documents in effect on the Issue Date with such modifications as are necessary to comply with local law or customary in such jurisdiction (as determined in good faith by the Issuers)). (f) Notwithstanding the foregoing, in the case of any Notes Pledged Subsidiary that is a limited partnership organized under the laws of the United States of America, any State thereof or the District of Columbia, the Collateral may include the Capital Stock of the general partner of such limited partnership in lieu of the general partnership interest in such limited partnership (provided that 100% of the Capital Stock of the underlying Notes Pledged Subsidiary that is not directly held by such general partner is directly held by the applicable Pledgor), in which case (i) such general partnership interest shall not constitute “Collateral,” (ii) such general partner shall also constitute a “Notes Pledged Subsidiary,” and (iii) all other Capital Stock in such limited partnership shall constitute “Collateral.” Concurrently with the pledge of the Capital Stock in any Notes Pledged Subsidiary in respect of which the general partnership interest will not constitute Collateral Documents and pursuant to this IndentureSection 12.01(f) or otherwise, the Intercreditor Agreement Issuers will, or will cause their applicable Subsidiaries to, pledge on a First-Priority Lien basis the Capital Stock in the applicable general partner (and, if the applicable Pledgor with respect to such Capital Stock is not an Issuer or a Guarantor prior thereto, will cause the provision by such Pledgor of a Note Guarantee of the Notes pursuant to Section 4.15) by executing a supplement to a Security Document or entering into a new Security Document (which agreement shall controlbe substantially identical to the Security Document in the relevant jurisdiction as in effect on the Issue Date or, if such security agreement shall be in a new jurisdiction, such security agreement shall be substantially similar to the Security Documents in effect on the Issue Date with such modifications as are necessary to comply with local law or customary in such jurisdiction (as determined in good faith by the Issuers)).

The Collateral. (a) The due and punctual payment of the principal of and interestof, and premium, if any, and interest on the Notes and the Subsidiary Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise otherwise, interest on the overdue principal of and whether by the Issuer pursuant interest (to the extent lawful), if any, on the Notes or by any Secured Guarantor pursuant to its Guarantee and the payment Subsidiary Guarantees thereof and performance of all other First Lien Obligations of the Issuer and the Guarantors obligations under this Indenture, the Notesincluding, without limitation, the obligations of the Company set forth in Section 7.6 and Section 8.6 herein, and the Notes and the Subsidiary Guarantees thereof and the Collateral Documents relating to the Notes are Documents, shall be secured by First Liens on the Collateral, subject to Permitted Liens, as provided in the Collateral Documents relating to the Notes which the Issuer Company and the Guarantors Subsidiary Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture, or in certain circumstances, subsequent to the Issue Date or the Merger Date, Indenture and will shall be secured as provided in the by all Collateral Document relating to the Notes Documents hereafter delivered as required or permitted by this Indenture. (b) The Company and the Subsidiary Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders, the Collateral Agent and the Trustee, in each case pursuant to the terms of the Collateral Documents, and the Collateral Agent is hereby authorized to execute and deliver the Collateral Documents. (c) Each Holder of NotesHolder, by its acceptance of the any Notes and the Subsidiary Guarantees of the Notesthereof, will be deemed to have consented consents and agreed agrees to the terms of each the Collateral Document relating to Documents (including, without limitation, the Notesprovisions providing for foreclosure) and the Intercreditor Agreements, as originally the same may be in effect and or as amended, supplemented or replaced may be amended from time to time in accordance with its terms or the terms of this Indenturetheir terms, to have authorized and directed the Trustee authorizes and directs the Collateral Agent, as applicable, to enter into the Collateral Documents relating to the Notes to which it is a party, and to have authorized and empowered the Trustee and the Collateral Agent, as applicable, and (through the Intercreditor Agreement) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations as set forth in the Collateral Documents to which they are a party and to perform its respective obligations and exercise its respective rights and powers thereunder. Notwithstanding the foregoing, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of this Indenture or the Notes. The foregoing will not limit the right of the Issuer to amend, waive or otherwise modify under the Collateral Documents relating to and the Notes Intercreditor Agreements in accordance with their termstherewith. (cd) The Trustee and each Holder, by accepting the Notes and the Subsidiary Guarantees of the Notesthereof, acknowledges that, as more fully set forth in the Collateral Documents relating to the NotesDocuments, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of all the Holders, the Collateral Agent Holders and the Trustee, and that the Lien granted by of this Indenture and the Collateral Documents relating to the Notes in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Collateral Documents relating to and the Notes Intercreditor Agreements and actions that may be taken thereunder. In . (e) To the event of conflict between extent not completed prior to the Intercreditor Agreement, any of the other Collateral Documents and this IndentureIssue Date, the Intercreditor Agreement Company or the applicable Subsidiary Guarantor will take the actions and satisfy the requirements set forth on Schedule 2 on or prior to the date set forth on Schedule 2 with respect to each Mortgaged Real Property listed on Schedule 1. Upon satisfaction of such requirements, the Company shall controlpromptly deliver to the Trustee and the Collateral Agent an Officers’ Certificate notifying them that such actions have been taken and certifying that such requirements have been satisfied.

The Collateral. (a) The due and punctual payment of the principal of and interestof, and premium, if any, and interest on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest in- terest payment date, at maturity, by acceleration, repurchase, redemption or otherwise otherwise, interest on the overdue principal of and whether by the Issuer pursuant interest (to the extent permitted by law), if any, on the Notes or by any Secured Guarantor pursuant to its Guarantee and the payment Note Guar- antees and performance of all other First Lien Obligations of the Issuer and the Guarantors obligations under this Indenture, the Notesincluding, without limitation, the Guarantees obligations of the Company set forth in Section 7.07 and Section 8.05 herein, and the Collateral Documents relating to Notes and the Notes are Note Guarantees, if any, shall be secured by First Liens on the Collateral, subject to Permitted Liens, as provided in the Collateral Documents relating to the Notes which the Issuer and the Guarantors have entered into simultaneously with the execution of this Indenture, or in certain circumstances, subsequent to the Issue Date or the Merger Date, and will be secured as provided in the Collateral Document relating to the Notes hereafter delivered as required or permitted by this Indenture. (b) The Company and the Guarantors hereby agree that the Notes Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Collateral Documents and the Intercreditor Agreements (if any), and the Notes Collat- eral Agent is hereby authorized to execute and deliver the Collateral Documents and the Intercreditor Agreements (if any). (c) Each Holder of NotesHolder, by its acceptance of the any Notes and the Guarantees of the NotesNote Guarantees, will be deemed to have consented if any, consents and agreed agrees to the terms of each Section 12.09 hereof, the Collateral Document relating to Documents and the NotesIntercreditor Agreements (if any) (including, without limitation, the provisions providing for foreclosure) as originally the same may be in effect and as amended, supplemented or replaced may be amended from time to time in accordance with its their terms or the terms of this Indenture, to have authorized and directed the Trustee authorizes and the Collateral Agent, as applicable, to enter into the Collateral Documents relating to directs the Notes to which it is a party, and to have authorized and empowered the Trustee and the Collateral Agent, as applicable, and (through the Intercreditor Agreement) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations as set forth in the Collateral Documents to which they are a party and to perform its respective obligations and exercise its respective rights and powers thereunder. Notwithstanding the foregoing, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of this Indenture or the Notes. The foregoing will not limit the right of the Issuer to amend, waive or otherwise modify under the Collateral Documents relating to and the Notes Intercreditor Agreements (if any) in accordance with their termstherewith. (cd) The Trustee and each Holder, by accepting the Notes and the Guarantees of the NotesNote Guarantees, if any, acknowledges that, as more fully set forth in the Collateral Documents relating to and the NotesIntercreditor Agree- ments (if any), the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of all the Holders, the Collateral Agent Holders and the Trustee, and that the Lien granted by of this Indenture and the Collateral Documents relating to the Notes in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Collateral Documents relating to and the Notes Intercreditor Agreements (if any) and actions that may be taken thereunder. In the event of conflict between the Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the Intercreditor Agreement shall control.

The Collateral. (a) The Company has appointed Citibank, N.A., London Branch to act as Collateral Agent, and each Holder by its acceptance of any Notes and the Note Guarantees thereof, irrevocably consents and agrees to such appointment. The Collateral Agent shall have the privileges, powers and immunities as set forth in this Indenture, the Security Documents and the Intercreditor Agreement. (b) The due and punctual payment of the principal of and interestof, and premium, if any, and interest on the Notes and the Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise otherwise, interest on the overdue principal of and whether by the Issuer pursuant interest (to the extent lawful), if any, on the Notes or by any Secured Guarantor pursuant to its Guarantee and the payment Note Guarantees thereof and performance of all other First Lien Obligations of the Issuer and the Guarantors obligations under this Indenture, the Notesincluding, without limitation, the Guarantees obligations of the Company set forth in Section 7.07 and Section 8.07 herein, and the Collateral Documents relating to Notes and the Notes are Note Guarantees thereof and the Security Documents, shall be secured by First Liens on the Collateral, subject to Permitted Liens, as provided in the Collateral all Security Documents relating to the Notes which the Issuer and the Guarantors have entered into simultaneously with the execution of this Indenture, or in certain circumstances, subsequent to the Issue Date or the Merger Date, and will be secured as provided in the Collateral Document relating to the Notes hereafter delivered as required or permitted by this IndentureIndenture subject to the terms of the Intercreditor Agreement. The Company and the Guarantors, including Post-Closing Guarantors, shall use commercially reasonable efforts to enter into the Security Documents listed on Annex I to the Agreed Security Principles within 90 days of the Issue Date. (bc) The Security Documents may also secure on a first-priority basis, subject to Permitted Liens, the Company’s and the Guarantors’ Obligations under Payment Priority Obligations and Pari Passu Secured Obligations, provided that an authorized representative of the holders thereof (if not already a party to the Intercreditor Agreement) shall have executed a joinder to the Intercreditor Agreement in the form or forms provided therein. Under the terms of the Intercreditor Agreement, the proceeds of any collection, sale, disposition or other realization of Collateral received in connection with the exercise of remedies (including distributions of cash, securities or other property on account of the value of the Collateral in a bankruptcy, insolvency, reorganization or similar proceedings) shall be applied, after the payment of certain amounts due to the Collateral Agent, first to repay the Priority Payment Priority Obligations before any Holder receives any proceeds. (d) The Company and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders, the Collateral Agent and the Trustee, in each case pursuant to the terms of the Security Documents and the Intercreditor Agreement, and the Collateral Agent is hereby authorized to execute and deliver the Security Documents. (e) Each Holder of NotesHolder, by its acceptance of the any Notes and the Guarantees of the Notesrelated Note Guarantee thereof, will be deemed to have consented consents and agreed agrees to the terms of each Collateral Document relating to the NotesSecurity Documents (including, without limitation, the provisions providing for foreclosure) and the Intercreditor Agreement as originally the same may be in effect and or as amended, supplemented or replaced may be amended from time to time in accordance with its terms or the terms of this Indenturetheir terms, to have authorized and directed the Trustee and appoints the Collateral Agent, Agent as applicable, to enter into its agent thereunder and authorizes and directs the Collateral Documents relating to the Notes to which it is a party, and to have authorized and empowered the Trustee and the Collateral Agent, as applicable, and (through the Intercreditor Agreement) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations as set forth in the Collateral Documents to which they are a party and to perform its respective obligations and exercise its respective rights under the Security Documents and powers thereunder. Notwithstanding the foregoing, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of this Indenture or the Notes. The foregoing will not limit the right of the Issuer to amend, waive or otherwise modify the Collateral Documents relating to the Notes Intercreditor Agreement in accordance with their termstherewith. (cf) The Trustee and each Holder, by accepting the Notes and the Note Guarantees of the Notesthereof, acknowledges that, as more fully set forth in the Collateral Security Documents relating to and the NotesIntercreditor Agreement, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of all the Holders, the Collateral Agent Holders and the Trustee, and that the Lien granted by of this Indenture and the Collateral Security Documents relating to the Notes in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Collateral Security Documents relating to and the Notes Intercreditor Agreement and actions that may be taken thereunder. In the event of conflict between the Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the Intercreditor Agreement shall control.

The Collateral. (a) The Issuer hereby appoints Wilmington Trust FSB to act as Collateral Agent, and each Holder by its acceptance of any Notes and the Guarantees thereof, irrevocably consents and agrees to such appointment. The Collateral Agent shall have the privileges, powers and immunities as set forth in this Indenture, the Security Documents and the Junior Lien Intercreditor Agreement. Prior to the Escrow Release Date, the Notes shall be secured as provided in the Escrow Agreement. From and after the Escrow Release Date, the due and punctual payment of the principal of and interestof, and premium, if any, and interest (including Additional Interest) on the Notes and the Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise otherwise, interest on the overdue principal of and whether by the Issuer pursuant interest (to the extent permitted by law), if any, on the Notes or by any Secured Guarantor pursuant to its Guarantee and the payment Guarantees thereof and performance of all other First Lien Obligations of the Issuer and the Guarantors obligations under this Indenture, the Notesincluding, without limitation, the Guarantees obligations of the Issuer set forth in Section 7.7 and Section 8.5 herein, and the Collateral Documents relating to Notes and the Notes are Guarantees thereof and the Security Documents, shall be secured by First first-priority Liens and security interests on the Collateral, Collateral (subject to Permitted Liens), as and to the extent provided in the Collateral Security Documents relating to the Notes which the Issuer RDA and the Guarantors have entered Guarantors, as the case may be, will enter into simultaneously with on the execution of this Indenture, or in certain circumstances, subsequent to the Issue Escrow Release Date or the Merger Date, and will be secured as provided in the Collateral Document relating to the Notes by all Security Documents hereafter delivered as required or permitted by this IndentureIndenture and the Security Documents. The Collateral will also secure on a first-priority basis RDA’s and the Guarantors’ Obligations under Priority Payment Lien Obligations and Pari Passu Payment Lien Obligations, provided that an authorized representative of the holders thereof shall have executed a joinder to the Security Agreement in the form provided therein. Under the terms of the Security Documents, the proceeds of any collection, sale, disposition or other realization of Collateral received in connection with the exercise of remedies (including distributions of cash, securities or other property on account of the value of the Collateral in a bankruptcy, insolvency, reorganization or similar proceedings) shall be applied, after the payment of all amounts due to the Collateral Agent under the terms hereof and the Security Documents, first to repay the Indebtedness and other obligations under Credit Facilities (including any Post-Petition Interest with respect thereto) incurred under Section 3.2(b)(1) hereof, Hedging Obligations with lenders under such Credit Facilities or their Affiliates and Cash Management Obligations (collectively, the “Priority Payment Lien Obligations”) before any Holder receives any proceeds. The Issuer and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Agreement and the other Security Documents and, upon the consummation of the Assumption, the Collateral Agent and the Trustee are hereby directed and authorized to execute and deliver the Security Agreement and the other Security Documents. The Collateral Agent is hereby authorized to execute and deliver the Security Agreement and the other Security Documents. (b) Each Holder of NotesHolder, by its acceptance of the any Notes and the Guarantees of the Notesthereof, will be deemed to have consented irrevocably consents and agreed agrees to the terms of each Collateral Document relating to the NotesSecurity Documents and the Junior Lien Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure) as originally the same may be in effect and as amended, supplemented or replaced may be amended from time to time in accordance with its their terms or the terms of this Indenture, to have authorized and directed the Trustee authorizes and directs the Collateral Agent, as applicable, to enter into the Collateral Documents relating to the Notes to which it is a party, and to have authorized and empowered the Trustee and the Collateral Agent, as applicable, and (through the Intercreditor Agreement) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations as set forth in the Collateral Documents to which they are a party and to perform its respective obligations and exercise its respective rights rights, powers and powers thereunder. Notwithstanding discretions under the foregoing, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of this Indenture or Security Documents and the Notes. The foregoing will not limit the right of the Issuer to amend, waive or otherwise modify the Collateral Documents relating to the Notes Junior Lien Intercreditor Agreement in accordance with their termstherewith. (c) The Trustee and each Holder, by accepting the Notes and the Guarantees of the Notesthereof, acknowledges that, as more fully set forth in the Collateral Security Documents relating to and the NotesJunior Lien Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of all the Holders, the Collateral Agent Holders and the Trustee, and that the Lien granted by of this Indenture and the Collateral Security Documents relating to the Notes in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Collateral Security Documents relating to and the Notes Junior Lien Intercreditor Agreement and actions that may be taken thereunder. In the event of conflict between the Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the Intercreditor Agreement shall control.

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

The Collateral. (a) The Issuer and the Subsidiary Guarantors hereby appoint U.S. Bank National Association to act as Notes Collateral Agent, and each Holder, by its acceptance of any Notes and the Subsidiary Guarantees thereof, irrevocably consents and agrees to such appointment. The Notes Collateral Agent shall have the privileges, powers and immunities as set forth in this Indenture and the Security Documents. Notwithstanding any provision to the contrary contained elsewhere in this Indenture or the Security Documents, the duties of the Notes Collateral Agent shall be administrative in nature, and the Notes Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the Security Documents to which the Notes Collateral Agent is a party, nor shall the Notes Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder, the Issuer or any Subsidiary Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture or the Security Documents or otherwise exist against the Notes Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Notes Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The due and punctual payment of the principal of and interestof, and premium, if any, and interest on the Notes and the Subsidiary Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise otherwise, interest on the overdue principal of and whether by the Issuer pursuant interest (to the extent permitted by law), if any, on the Notes or by any Secured Guarantor pursuant to its Guarantee and the payment Subsidiary Guarantees thereof and performance of all other First Lien Obligations of the Issuer and the Guarantors obligations under this Indenture, the Notesincluding, without limitation, the Guarantees obligations of the Issuer set forth in Section 7.07 and Section 8.05 herein, and the Collateral Documents relating to Notes and the Subsidiary Guarantees thereof shall be secured by (i) first-priority Liens and security interests on the Notes are secured by First Priority Collateral and (ii) second-priority Liens and security interests on the Collateral, ABL Priority Collateral (in each case subject to Permitted LiensLiens and Liens not securing Debt), as and to the extent provided in the Collateral Documents relating to the Notes Security Documents, which the Issuer and the Guarantors have entered Subsidiary Guarantors, as the case may be, will enter into simultaneously with on the execution of this IndentureSettlement Date, or in certain circumstances, subsequent to including the Issue Date or Pledge and Security Agreement and the Merger DateIntercreditor Agreement, and will be secured as provided in the Collateral Document relating pursuant to the Notes Security Documents hereafter delivered as required or permitted by this IndentureIndenture and the Security Documents. The Collateral will also secure the Issuer’s and the Subsidiary Guarantors’ Obligations under the ABL Credit Agreement, Pari Passu Notes Lien Indebtedness and Pari Passu ABL Lien Indebtedness as provided in the Intercreditor Agreement and any Junior Lien Indebtedness as provided under any Junior Lien Intercreditor Agreement. The Issuer and the Subsidiary Guarantors hereby agree that the Notes Collateral Agent shall hold the Collateral on behalf of and for the benefit of all of the Holders, the Trustee and the Notes Collateral Agent, in each case pursuant to the terms of the Security Documents, and the Notes Collateral Agent and the Trustee are hereby directed and authorized by the Holders to execute and deliver the Pledge and Security Agreement, including the exhibits thereto, the Intercreditor Agreement, including any amendment thereto contemplated by Section 7.4 thereof, and the other Security Documents. (b) Each Holder of NotesHolder, by its acceptance of the any Notes and the Subsidiary Guarantees of the Notesthereof, will be deemed to have consented irrevocably consents and agreed agrees to the terms of each Collateral Document relating to the NotesSecurity Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as originally the same may be in effect and as amended, supplemented or replaced may be amended from time to time in accordance with its terms or their terms, agrees to the terms appointment of this Indenture, to have authorized the Notes Collateral Agent and directed authorizes and directs the Trustee and the Notes Collateral Agent, as applicable, Agent (i) to enter into the Collateral Security Documents relating to (including, without limitation, the Notes to which it is a partyIntercreditor Agreement), whether executed on or after the Settlement Date, and to have authorized perform its obligations and empowered exercise its rights, powers and discretions under the Trustee and Security Documents in accordance therewith, (ii) make the Collateral Agentrepresentations of the Holders set forth in the Security Documents (including, as applicablewithout limitation, the Intercreditor Agreement), and (through the Intercreditor Agreementiii) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations on the terms as set forth in the Collateral Security Documents to which they are a party and to perform its respective obligations and exercise its respective rights and powers thereunder. Notwithstanding (including, without limitation, the foregoing, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of this Indenture or the Notes. The foregoing will not limit the right of the Issuer to amend, waive or otherwise modify the Collateral Documents relating to the Notes in accordance with their termsIntercreditor Agreement). (c) The Trustee Trustee, the Notes Collateral Agent and each Holder, by accepting the Notes and the Subsidiary Guarantees of the Notes, thereof acknowledges that, as more fully set forth in the Collateral Documents relating to the NotesSecurity Documents, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of all the Holders, the Notes Collateral Agent and the Trustee, and that the Lien granted by of this Indenture and the Collateral Security Documents relating to the Notes in respect of the Trustee Trustee, the Notes Collateral Agent and the Holders is subject to and qualified and limited in all respects by the Collateral Security Documents relating to the Notes and actions that may be taken thereunder. In the event of conflict between the Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the Intercreditor Agreement shall control.

The Collateral. (a) Each Holder, by its acceptance of any Notes and the Guarantees thereof, irrevocably consents and agrees to the appointment of U.S. Bank National Association to act as Collateral Agent. The Collateral Agent shall have the privileges, powers and immunities as set forth in this Indenture and the Security Documents. Notwithstanding any provision to the contrary contained elsewhere in this Indenture or the Security Documents, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the Security Documents to which the Collateral Agent is a party, nor shall the Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder, the Issuers or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture or the Security Documents or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The due and punctual payment of the principal of and interestof, and premium, if any, and interest on the Notes and the Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise otherwise, interest on the overdue principal of and whether interest (to the extent permitted by law), if any, on the Notes and the Guarantees thereof and performance of all other obligations under this Indenture shall be secured by Liens and security interests on the Collateral to the extent provided by the Issuer Security Documents and subject to the ABL Intercreditor Agreement, any Pari Passu Second Lien Intercreditor Agreement and any Junior Lien Intercreditor Agreement. The Issuers and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral on behalf of and for the benefit of all of the Holders, the Trustee and the Collateral Agent, in each case pursuant to the Notes or by any Secured Guarantor pursuant to its Guarantee and the payment of all other First Lien Obligations terms of the Issuer and the Guarantors under this IndentureSecurity Documents, the Notes, the Guarantees and the Collateral Documents relating to the Notes are secured by First Liens on the Collateral, subject to Permitted Liens, as provided in the Collateral Documents relating to the Notes which the Issuer Agent and the Guarantors have entered into simultaneously with Trustee are hereby directed and authorized by the execution of this Indenture, or in certain circumstances, subsequent Holders to execute and deliver the Issue Date or the Merger Date, and will be secured as provided in the Collateral Document relating to the Notes hereafter delivered as required or permitted by this IndentureSecurity Documents. (b) Each Holder of NotesHolder, by its acceptance of the any Notes and the Guarantees of the Notesthereof, will be deemed to have consented irrevocably consents and agreed agrees to the terms of each Collateral Document relating to the NotesSecurity Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as originally the same may be in effect and as amended, supplemented or replaced may be amended from time to time in accordance with its terms or their terms, agrees to the terms appointment of this Indenture, to have authorized and directed the Trustee and the Collateral Agent, as applicable, Agent and authorizes and directs the Collateral Agent (i) to enter into the Collateral Security Documents relating to (including, without limitation, the Notes to which it is a partyABL Intercreditor Agreement), and to have authorized perform its obligations and empowered exercise its rights, powers and discretions under the Trustee and Security Documents in accordance therewith, (ii) make the Collateral Agentrepresentations of the Holders set forth in the Security Documents (including, as applicablewithout limitation, the ABL Intercreditor Agreement), and (through the Intercreditor Agreementiii) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations on the terms as set forth in the Collateral Security Documents to which they are a party and to perform its respective obligations and exercise its respective rights and powers thereunder. Notwithstanding (including, without limitation, the foregoing, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of this Indenture or the Notes. The foregoing will not limit the right of the Issuer to amend, waive or otherwise modify the Collateral Documents relating to the Notes in accordance with their termsABL Intercreditor Agreement). (c) The Trustee Trustee, the Collateral Agent and each Holder, by accepting the Notes and the Guarantees of the Notes, thereof acknowledges that, as more fully set forth in the Collateral Documents relating to the NotesSecurity Documents, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of all the Holders, the Collateral Agent and the Trustee, and that the Lien granted by of this Indenture and the Collateral Security Documents relating to the Notes in respect of the Trustee Trustee, the Collateral Agent and the Holders is subject to and qualified and limited in all respects by the Collateral Security Documents relating to the Notes and actions that may be taken thereunder. In the event of conflict between the Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the Intercreditor Agreement shall control.