Common use of Collateral and Security Documents Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Collateral and Security Documents. (a) The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity DateStated Maturity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all Obligations of the Company to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes Notes, the Guaranty and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Notes Obligations. . (b) The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Notes Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, appoints The Bank of New York Mellon as Collateral Agent and consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Notes Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and that it shall not be entitled to the benefits of the Security Documents or this Indenture except pursuant to the terms and conditions thereof and hereof, and each Holder irrevocably appoints the Collateral Agent and authorizes and directs the Indenture Trustee Collateral Agent to enter into the Security Documents and, subject and to bind the Holders to the provisions of this Indenture, terms thereof and to perform its obligations and exercise its their respective rights thereunder in accordance herewith and therewith, together with such powers as are reasonably incidental thereto; provided, however, that if any of the provisions of the Security Documents limit, qualify or conflict with the duties imposed by the provisions of the Trust Indenture Act, the Trust Indenture Act, if applicable, shall control. The Issuer Company shall take deliver to the Trustee (if it is not then also appointed and serving as Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 10.1(b), to assure and confirm to the Trustee and the Collateral Agent the Liens on the Notes Collateral contemplated hereby, by the Security Documents or by any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Company shall take, and shall cause the Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Notes Obligations of the Issuer hereunderCompany, a valid and enforceable perfected Lien and security interest in and on all of the CollateralNotes Collateral (subject to the terms of the Security Documents), in favor of the Indenture Trustee Collateral Agent for the benefit of the Holders Trustee and the Holders, as contemplated by this Indenture and the Security Documents. (c) Notwithstanding anything to the contrary in this Indenture or any other Security Document, in no event shall the Collateral Agent or the Trustee be responsible for, or have any duty or obligation with respect to, the recording, filing, registering, perfection, protection or maintenance of the security interests or other Liens intended to be created by this Indenture or the Security Documents (including the filing or continuation of any UCC financing or continuation statements or similar documents or instruments but excluding the maintenance of possession of certificates actually delivered to it representing securities pledged under the Security Documents. The Issuer hereby covenant (A) to perform ), nor shall the Collateral Agent or the Trustee be responsible for, and observe its obligations under the Collateral Agent and the Trustee make no representation regarding, the validity, effectiveness or priority of any of the Security Documents and or the security interests or other Liens intended to be created thereby. (Bd) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security The Trustee shall not be responsible for the Secured Obligations existence, genuineness or value of any of the Notes Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Notes Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, for the validity or sufficiency of the Notes Collateral or any agreement or assignment contained in therein, for the validity of the title of the Company to the Notes Collateral, for insuring the Notes Collateral or for the payment of taxes, charges, assessments or Liens upon the Notes Collateral or otherwise as to the maintenance of the Notes Collateral. Subject to Section 7.1 of this Indenture, the Notes Trustee shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Indenture, the Security Documents by the Company, the Guarantors or the Collateral Agent. The Trustee may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any counsel, accountant, appraiser or other Security Documentsexpert or adviser, valid and enforceable, perfected (except as expressly provided herein whether retained or therein) security interests in and on all employed by the CollateralCompany or by the Trustee, in favor relation to any matter arising in the administration of the this Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressed.

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

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

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

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

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

Collateral and Security Documents. The From and after the consummation of the Acquisition and the execution of the Security Documents, the due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and (to the extent permitted by applicable law) interest on the Notes and performance of all other Obligations of the Company and the Subsidiary Guarantors to the Holders Holders, the Trustee, the Collateral Agent or the Indenture Trustee any Secured Party under this Indenture, the Notes, the Notes Guarantees and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations, subject to the terms of the Intercreditor Agreement. The Issuer Trustee, each Holder and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust for the benefit of the HoldersSecured Parties, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Trustee Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer Company shall take any and deliver to the Collateral Agent copies of all actions reasonably required documents pursuant to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 13.01, to assure and confirm to the Indenture Trustee Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Company shall, and therein expressedshall cause the Subsidiary Guarantors to, take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement, this Indenture and the Security Documents), in favor of the Collateral Agent for the benefit of the Secured Parties. The Company shall, and shall cause the Subsidiary Guarantors to, and each Subsidiary Guarantor shall, make all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) or recordings and take all other actions as are necessary or required by this Indenture and the Security Documents to maintain (at the sole cost and expense of the Company and the Subsidiary Guarantors) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest with the priority required by the Security Documents, subject only to Permitted Liens, until such time as such Collateral is released pursuant to the terms of this Indenture and the Security Documents (provided that, in the case of any Collateral that is released because it constitutes Excluded Property, this provision shall continue to apply to such Collateral if and to the extent that such Collateral shall no longer constitute an Excluded Property). As provided in the Security Documents, the Liens securing the Notes and any future Permitted Additional Pari Passu Obligations shall be junior in priority to the First Priority Liens.

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

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

Collateral and Security Documents. The due (a) On and after the Acquisition Date, the full and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payabledue, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes to the Holders or the Indenture Trustee under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured ObligationsNotes, subject to the terms of the Intercreditor Agreement. The Issuer Trustee, the Company and the Guarantors each hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Senior Subordinated Note Collateral Agent holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, Holder consents and agrees (subject to Section 4.11) to the terms of the Security Documents and the Intercreditor Agreement (including the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) ), as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject . The Company shall deliver to the provisions Trustee (if the Trustee is not itself then the Senior Note Collateral Agent and the Subordinated Note Collateral Agent) copies of this Indenture, all documents delivered to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required the Senior Subordinated Note Collateral Agent pursuant to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documents, this Section 11.07 to assure and confirm to the Indenture Trustee and the Senior Subordinated Note Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Company shall take, and therein expressedshall cause the Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Notes a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Senior Subordinated Note Collateral Agent for the benefit of the Trustee and the Holders, third in priority to any and all Liens and security interests at any time granted in the Collateral to secure the First Lien Obligations and the Second Lien Obligations. The Company and the Guarantors will from time to time promptly pay and discharge all recording or filing fees, charges and taxes relating to the filing or registration of this Indenture and the Security Documents, any amendments thereto and any other instruments of further assurance. (b) Notwithstanding the foregoing, the Capital Stock and other securities of any Subsidiary of the Company other than [Newco] and Metaldyne Company will constitute Collateral securing the Notes only to the extent that such Capital Stock and securities can secure such Notes, the Senior Notes and the DCX Notes without Rule 3-16 (or any other law, rule or regulation) requiring separate financial statements of such Subsidiary to be filed with the SEC (or any other governmental agency); (1) in the event that Rule 3-16 requires or is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any such Subsidiary due to the fact that all or, in the case of a Foreign Subsidiary, two-thirds of Subsidiary’s Capital Stock or other securities secure the Notes, the Senior Notes and the DCX Notes, then such Capital Stock or other securities shall automatically be deemed not to be part of the Collateral securing the Notes, the Senior Notes or the DCX Notes and, in such event, the Security Documents may be amended or modified, without the consent of any Holder of the Notes, to the extent necessary to release the second-priority security interests of the Collateral Agents on the shares of Capital Stock and other securities that are so deemed to no longer constitute part of the Collateral; and (2) in the event that Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) all or, in the case of a Foreign Subsidiary, two-thirds of, such Subsidiary’s Capital Stock and other securities to secure the Notes, the Senior Notes and the DCX Notes without the filing with the SEC (or any other governmental agency) of separate financial statements of such Subsidiary, then the Capital Stock and other securities of such Subsidiary shall automatically be deemed to be a part of the Collateral securing the Notes, the Senior Notes and the DCX Notes (but only if such Subsidiary would not be subject to any such financial statement requirement) and, in such event, the Security Documents may be amended or modified, without the consent of any Holder of the Notes, to the extent necessary to subject to the Liens under the Security Documents such additional Capital Stock and other securities.

Collateral and Security Documents. The (a) In order to secure the due and punctual payment of the principal ofSecurities, premium the Company, each Subsidiary Guarantor and interest on the Notes when and Trustee have entered into or will enter into, as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee under this Indenturecase may be, the Notes Security Documents to create the security interests thereunder and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligationsfor related matters. The Issuer Trustee, the Company and each Subsidiary Guarantor hereby acknowledges and agrees agree that the Indenture Trustee holds the Collateral in trust for the benefit of the Holders, Holders and the Trustee pursuant to the terms of the Security Documents. , in each case pursuant to the terms of this Indenture and the Security Documents, and the Company and the Subsidiary Guarantors, pursuant to this Indenture and the Security Agreements, hereby grant to the Trustee, for the benefit of the Holders, a security interest in the Collateral. (b) Each Holder, by accepting a NoteSecurity, consents and agrees (subject to Section 4.11) to all of the terms and provisions of the Security Documents (including the provisions providing for the possessionDocuments, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject pursuant to the provisions of this Indenture, to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and this Indenture. (Bc) take any The Trustee and all commercially reasonable actions (including without limitation the covenants each Holder, by accepting a Security, acknowledge that, as more fully set forth in the Security Documents and the Subordination Agreement, all Liens and rights of the holders of the Senior Indebtedness and the Representative (if any) of such holders in this Article 9and to the Collateral and remedies thereagainst are senior in priority to the Liens and rights of the Holders and the Trustee, on behalf of the Holders, in and to the Collateral and the remedies thereagainst. (d) required to cause As amongst the Security Documents to create Holders, the Collateral as now or hereafter constituted shall be held for the equal and maintainratable benefit of the Holders without preference, priority or distinction of any thereof over any other by reason of difference in time of issuance, sale or otherwise, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressedSecurities.

Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and payment of all other monetary obligations of the Issuers and any Subsidiary Guarantor to the Holders Holders, the Trustee or the Indenture Trustee Note Collateral Agent under this Indenture, the Notes and the other Note Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Note Security Documents, which define the terms of the Liens that secure the Secured Obligations, subject to the terms of the Intercreditor Agreements. The Issuer Trustee and the Issuers hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Note Collateral Agent holds the Collateral in trust for the benefit of the HoldersNoteholder Secured Parties, in each case pursuant and subject to the terms of the Note Security DocumentsDocuments (including the Intercreditor Agreements). Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Note Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended amended, modified or waived from time to time in accordance with their respective terms and this IndentureIndenture and the Intercreditor Agreements, and authorizes and directs the Indenture Trustee Note Collateral Agent to enter into the Note Security Documents and, subject to the provisions of this Indenture, and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, Pursuant and subject to no other Liensthe terms of the Note Security Documents (including the Intercreditor Agreements), in each case, except as expressly permitted herein or therein. The Issuer the Issuers shall deliver to the Note Collateral Agent copies of all documents and will do or cause to be done, at its sole cost and expense, done all such actions acts and things things, as may be necessary, or as may be required by the provisions of the Security Documents, to reasonably assure and confirm to the Indenture Trustee Note Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Note Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Issuers shall, and therein expressedshall cause each of their Subsidiaries to, take any and all actions required to cause the Note Security Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreements), in favor of the Note Collateral Agent for the benefit of the Noteholder Secured Parties. The Issuers shall, and shall cause the Subsidiaries of the Issuers to, and each Subsidiary shall, make all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) or recordings and take all other actions as are necessary or required by the Note Security Documents or that the Note Collateral Agent may reasonably re quest in order to grant, preserve, protect, maintain and perfect (at the sole cost and expense of the Issuers and their Subsidiaries) the validity of the security interest and liens created by the Note Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Note Security Documents) as a perfected security interest with the priority set forth in the Intercreditor Agreements and subject only to Permitted Liens. Notwithstanding the foregoing, if the Issuers and the Subsidiary Guarantors are unable to complete on or prior to the Issue Date all filings and other similar actions required in connection with the perfection of such security interests, the Issuers and the Subsidiary Guaran- tors shall use their commercially reasonable best efforts to complete such actions as soon as reasonably practicable after such date.

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

Collateral and Security Documents. (i) The due and punctual payment obligations of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee Issuer under this Indenture, the Notes and this Indenture will benefit from the other Notes Collateral described in Schedule 1 and required to be granted under Section 4.13 (within 90 days from the Issue Date, and (ii) the payment obligations of the Guarantors under the Guarantees and this Indenture will benefit from the Guarantee Collateral described in Schedule 1 and required to be granted under Section 4.13 (within 90 days from the Issue Date). (b) The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the Holders, pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenturewill, and authorizes and directs the Indenture Trustee to enter into the Security Documents andwill cause each of its Subsidiaries to, subject to the provisions of this Indenture, to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessarynecessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Indenture Trustee that the security interests in Security Agent holds, for the Collateral benefit of the Trustee and the Holders, duly created, enforceable and perfected liens as contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured herebythereby, according to the intent and purpose purposes herein expressed. Neither the Trustee nor the Security Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any property securing the Notes and therein expressedthe Guarantees, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the liens or Security Documents or any delay in doing so. (c) The Security Documents and the Collateral will be administered by the Security Agent, in each case pursuant to the Intercreditor Agreement for the benefit of all holders of secured obligations. (d) Each of the Issuer, the Trustee and the Holders agree that the Security Agent shall be the joint creditor (together with the Holders) of each and every obligation of the parties hereto under the Notes and this Indenture, and that accordingly the Security Agent will have its own independent right to demand performance by the Issuer of those obligations, except that such demand shall only be made with the prior written notice to the Trustee and as permitted under the Intercreditor Agreement. However, any discharge of such obligation to the Security Agent, on the one hand, or to the Trustee or the Holders, as applicable, on the other hand, shall, to the same extent, discharge the corresponding obligation owing to the other.

Collateral and Security Documents. The due and punctual payment of the principal of, and premium on, if any, interest and interest Additional Amounts, if any, on the Notes and any Notes Guarantees when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium on, if any, interest and interest Additional Amounts (to the extent permitted by law), if any, on the Notes and any Notes Guarantees and payment and performance of all other Notes Obligations and obligations of the Company and any Guarantor to the Holders or the Indenture Trustee under this Indenture, the Notes, any Notes Guarantee and the other Security Notes Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be are secured by a security interest in the Collateral as provided in the Security Documents, Documents and the Intercreditor Agreement which define the terms of Company and the Liens that secure Guarantors have entered into prior to or simultaneously with the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the Holders, pursuant to the terms of the Security DocumentsIssue Date. Each Holder, by accepting a Noteits acceptance thereof, consents and agrees (subject to Section 4.11) to the terms of the Security Documents and the Intercreditor Agreement (including including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the possessionNotes Collateral Agent to enter into any Security Document, useor enforce any Security Document, release and foreclosure of Collateralon its behalf) as the same may be in effect or may be amended from time to time in accordance with their respective its terms and this Indenture, and authorizes and directs the Indenture Trustee Notes Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer Company shall take any and deliver to the Trustee copies of all actions reasonably required documents delivered to cause the Notes Collateral Agent pursuant to the Security Documents Documents, and the Company shall and shall cause each of its Restricted Subsidiaries to, do or cause to create be done all such acts and maintain at all timesthings as may be reasonably required, as security for or which the Secured Obligations of Notes Collateral Agent from time to time may reasonably request, to assure and confirm to the Issuer hereunderTrustee that the Notes Collateral Agent holds, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under and the Security Documents. The Issuer Trustee, duly created, enforceable and perfected Liens as contemplated hereby covenant (A) to perform and observe its obligations under by the Security Documents and the Intercreditor Agreement. The Company shall, and shall cause each Guarantor to and each Guarantor shall, make all filings (Bincluding filings of financing change statements and amendments to PPSA financing statements that may be necessary to continue the effectiveness of such PPSA financing statements) take and each take, and shall cause their respective Subsidiaries to take, any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) reasonably necessary or required to cause by the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security DocumentsObligations, valid and enforceable, enforceable perfected (except as expressly provided herein or therein) security interests Liens in and on all the Collateral, Collateral in favor of the Indenture TrusteeNotes Collateral Agent for the benefit of itself, superior to the Trustee and prior to the rights of all third PersonsHolders, and subject to no other Liens, in each case, except Liens other than Permitted Collateral Liens and with the respective rankings as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests set forth in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressedIntercreditor Agreement.

Collateral and Security Documents. (a) The due and punctual payment obligations of the principal ofIssuer and any Guarantors under the Notes, premium and interest on the Notes when and as the same shall be due and payableGuarantee, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwiseif any, and interest on this Indenture will benefit from the overdue principal of, premium Collateral and interest on property and assets that thereafter secure the Notes to the Holders or the Indenture Trustee obligations under this Indenture, the Notes and or any Guarantee of the other Notes pursuant to any Security Documents (including pursuant to Section 4.08). The Issuer will deliver to the Collateral Trustee or the Trustee, as applicable, copies of all documents delivered to the Collateral Trustee or the Trustee, as applicable, pursuant to the Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security DocumentsProviders, which define KP Parent and the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the Holders, pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenturewill, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject to the provisions of this Indenture, to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunderwill cause each of its Restricted Subsidiaries to, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessarynecessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Indenture Trustee the security interests in that the Collateral Trustee or the Trustee, as applicable, holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured herebythereby, according to the intent and purpose purposes herein expressed. Neither the Trustee nor the Collateral Trustee nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any property securing the Notes, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Security Documents or any delay in doing so. (b) Each of the Security Providers, KP Parent, the Issuer, the Trustee and therein expressedthe Holders agrees that the Collateral Trustee or the Trustee, as applicable, shall be the joint creditor (together with the Holders) of each and every obligation of the parties hereto under the Notes and this Indenture, and that accordingly the Collateral Trustee or the Trustee, as applicable, will have its own independent right to demand performance by the Security Providers, KP Parent and the Issuer of those obligations, except that such demand shall only be made with the prior written notice to the Trustee and as permitted under the Intercreditor Agreement. However, any discharge of such obligation to the Collateral Trustee, on the one hand, or to the Trustee or the Holders, as applicable, on the other hand, shall, to the same extent, discharge the corresponding obligation owing to the other. (c) The Collateral Trustee and the Trustee agree that each of them will hold, as applicable, the security interests in the Collateral created under the Security Documents to which it is a party as contemplated by this Indenture and the Intercreditor Agreement, and any and all proceeds thereof, for the benefit of, among others, the Trustee or the Holders, without limiting the rights of the Collateral Trustee or the Trustee, as applicable, including under Section 11.02, to act in preservation of the security interest in the Collateral. The Collateral Trustee will, subject to being indemnified or secured in accordance with the Intercreditor Agreement, take action or refrain from taking action in connection therewith only as directed by the Trustee, subject to the terms of the Intercreditor Agreement. (d) Each Holder, by its acceptance thereof of a Note, shall be deemed (i) to have consented and agreed to the terms of the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement entered into in compliance with Section 4.11 (including, without limitation, the provisions providing for foreclosure and release of the Notes and the Notes Guarantees and the Collateral, including upon enforcement) and authorizing the Collateral Trustee to enter into the Security Documents on its behalf, in each case, as these may be amended from time to time, (ii) to have authorized the Trustee and the Collateral Trustee, as applicable, to enter into the Security Documents and the Intercreditor Agreement and to be bound thereby and to perform their obligations and exercise their rights thereunder in accordance therewith and (iii) appointed and authorized the Trustee and the Collateral Trustee to give effect to the provisions in the Intercreditor Agreement, any Additional Intercreditor Agreements and the Security Documents. Each Holder, by accepting a Note, appoints the Collateral Trustee and the Trustee, as applicable as its trustee, security agent or representative under the Security Documents and authorizes the Collateral Trustee and the Trustee to act on such Holder’s behalf, including by entering into and complying with the provisions of the Intercreditor Agreement. The Trustee hereby acknowledges that the Collateral Trustee is authorized to act under the Security Documents on behalf of the Trustee, with the full authority and powers of the Trustee thereunder. Each of the Collateral Trustee and the Trustee is hereby authorized to exercise such rights, powers and discretions as are specifically delegated to it by the terms of the Security Documents, including the power to enter into the Security Documents, as trustee, security agent or on behalf of the Holders and the Trustee, together with all rights, powers and discretions as are reasonably incidental thereto or necessary to give effect to the trusts created or authorization conferred thereunder. The Collateral Trustee shall, however, at all times be entitled to seek directions from the Trustee and shall be obligated to follow those directions if given. The Collateral Trustee hereby accepts its appointment as the trustee of the Holders and the Trustee under the Security Documents, and its authorization to so act on such Holders’ and the Trustee’s behalf. The claims of Holders will be subject to the Intercreditor Agreement and any Additional Intercreditor Agreement entered into in compliance with Section 4.11. (e) Subject to Section 4.07, the Issuer is permitted to pledge the Collateral in connection with future issuances of its Indebtedness or Indebtedness of its Restricted Subsidiaries, including any Additional Notes, in each case, to the extent permitted under this Indenture and on terms consistent with the relative priority of such Indebtedness.

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

Collateral and Security Documents. The due (a) On and after the Acquisition Date, the full and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payabledue, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes to the Holders or the Indenture Trustee under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured ObligationsNotes, subject to the terms of the Intercreditor Agreement. The Issuer Trustee, the Company and the Guarantors each hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Senior Subordinated Note Collateral Agent holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, Holder consents and agrees (subject to Section 4.11) to the terms of the Security Documents and the Intercreditor Agreement (including the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) ), as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject . The Company shall deliver to the provisions Trustee (if the Trustee is not itself then the Senior Note Collateral Agent and the Subordinated Note Collateral Agent) copies of this Indenture, all documents delivered to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required the Senior Subordinated Note Collateral Agent pursuant to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documents, this Section 11.07 to assure and confirm to the Indenture Trustee and the Senior Subordinated Note Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Company shall take, and therein expressedshall cause the Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Notes a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Senior Subordinated Note Collateral Agent for the benefit of the Trustee and the Holders, third in priority to any and all Liens and security interests at any time granted in the Collateral to secure the First Lien Obligations and the Second Lien Obligations. The Company and the Guarantors will from time to time promptly pay and discharge all recording or filing fees, charges and taxes relating to the filing or registration of this Indenture and the Security Documents, any amendments thereto and any other instruments of further assurance. (b) Notwithstanding the foregoing, the Capital Stock and other securities of any Subsidiary of the Company other than [Newco] and Metaldyne Company will constitute Collateral securing the Notes only to the extent that such Capital Stock and securities can secure such Notes, the 2013 Notes and the 2012 Notes without Rule 3-16 (or any other law, rule or regulation) requiring separate financial statements of such Subsidiary to be filed with the SEC (or any other governmental agency); (1) in the event that Rule 3-16 requires or is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any such Subsidiary due to the fact that all or, in the case of a Foreign Subsidiary, two-thirds of Subsidiary’s Capital Stock or other securities secure the Notes, the 2013 Notes and the 2012 Notes, then such Capital Stock or other securities shall automatically be deemed not to be part of the Collateral securing the Notes, the 2013 Notes or the 2012 Notes and, in such event, the Security Documents may be amended or modified, without the consent of any Holder of the Notes, to the extent necessary to release the second-priority security interests of the Collateral Agents on the shares of Capital Stock and other securities that are so deemed to no longer constitute part of the Collateral; and (2) in the event that Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) all or, in the case of a Foreign Subsidiary, two-thirds of, such Subsidiary’s Capital Stock and other securities to secure the Notes, the 2013 Notes and the 2012 Notes without the filing with the SEC (or any other governmental agency) of separate financial statements of such Subsidiary, then the Capital Stock and other securities of such Subsidiary shall automatically be deemed to be a part of the Collateral securing the Notes, the 2013 Notes and the 2012 Notes (but only if such Subsidiary would not be subject to any such financial statement requirement) and, in such event, the Security Documents may be amended or modified, without the consent of any Holder of the Notes, to the extent necessary to subject to the Liens under the Security Documents such additional Capital Stock and other securities.

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

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

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

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

Collateral and Security Documents. (a) The due and punctual payment of the principal of, premium and interest on the Notes Securities when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes Securities and performance of all other Security Obligations of the Company and the Guarantors to the Holders Securityholders, the Trustee or the Indenture Trustee Notes Collateral Agent under this Indenture, the Notes Securities and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be are secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Security Obligations, subject to the terms of the Intercreditor Agreement. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee or the Notes Collateral Agent, as the case may be, holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents. Each Holder, by accepting a NoteSecurity, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective its terms and this Indenture, and authorizes and directs the Indenture Trustee Notes Collateral Agent to enter into the Security Documents and, subject to the provisions of this Indenture, and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith, subject to the terms of the Intercreditor Agreement. The Issuer Company shall take deliver to the Trustee (if it is not itself then the Notes Collateral Agent) copies of all documents delivered to the Notes Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the next sentence of this Section 11.01, to assure and confirm to the Trustee and the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein expressed. The Company shall take, and shall cause its Subsidiaries to take, any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Security Obligations contained in this Indenture, of the Notes Company and the other Security DocumentsSubsidiary Guarantors, a valid and enforceable, enforceable perfected first-priority Lien and security interest (except as expressly provided herein or thereinsubject to Permitted Liens) security interests in and on all the Notes Collateral, in favor of the Indenture Trustee, superior to and prior to Notes Collateral Agent for the rights benefit of all third Personsthe Holders, and a valid and enforceable perfected second-priority Lien and security interest (subject to no other Permitted Liens) in and on all the Bank Collateral, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and favor of the Notes secured herebyCollateral Agent for the benefit of the Holders, according second in priority to any and all security interests at any time granted in the intent Bank Collateral to secure the Lenders Debt. (b) The Company, the Trustee and purpose herein the Notes Collateral Agent have entered into the Notes Collateral Agency Agreement. By their acceptance of the Securities, the Holders of the Securities shall be deemed (1) to have authorized the Trustee to enter into such Notes Collateral Agency Agreement and therein expressed(2) to be bound thereby. The Trustee has appointed the Notes Collateral Agent as its agent under the Collateral Agreements, and the Notes Collateral Agent is thereby authorized to act on behalf of the Trustee, with full authority and powers of the Trustee thereunder.

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

Collateral and Security Documents. The (a) In order to secure the due and punctual payment of the principal ofSecurities, premium the Company and interest the Guarantors have entered into the Collateral Agreement and the other Security Documents to create the Second Priority Liens on the Notes when and as Collateral in accordance with the same shall be due and payableterms thereof, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes subject to the Holders or Intercreditor Agreement. Pursuant to the Indenture Trustee under provisions of the Collateral Agreement, the Intercreditor Agreement, the other Security Documents and this Indenture, the Notes rights and remedies of the Trustee and the Holders of the Securities in the Collateral shall be subordinate and subject to the rights and remedies of the holders of the First Priority Liens in accordance with the terms of the Collateral Agreement, the other Security Documents, Documents and all other amounts in respect the Intercreditor Agreement. In the event of the Secured Obligations according to a conflict between the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in of this Indenture and the Security Documents, which define the Security Documents shall control. (b) Each Holder of a Security, by accepting such Security, agrees to all of the terms and provisions of the Liens that secure Collateral Agreement, the Secured Obligations. other Security Documents and the Intercreditor Agreement. (c) The Issuer hereby acknowledges Company and agrees that the Indenture Trustee holds Guarantors shall not, and shall not cause or permit any of their Restricted Subsidiaries to, intentionally grant a Lien on any of their Collateral to the Collateral collateral agent und▇▇ ▇▇▇ ▇▇▇▇▇t Agreement and/or the security agreement and other documents and instruments entered into in trust connection therewith for the benefit of the Holders, pursuant to lenders under the terms of the Security Documents. Each Holder, by accepting Credit Agreement unless a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents andSecond Priority Lien is created, subject to the provisions of this Indenture, to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the CollateralIntercreditor Agreement, in favor of the Indenture Trustee Collateral Agent for the benefit of the Trustee (on behalf of the Trustee and the Holders under of the Security Documents. The Issuer hereby covenant Securities) with respect to such property or assets and with the same (Ain all material respects) to perform priorities, consent rights and observe its obligations under the Security Documents provisions regarding release of Collateral and (B) take any and all commercially reasonable actions (including without limitation the covenants other provisions set forth in the Security Documents as then in effect, subject to the Intercreditor Agreement. From and in after the date of this Article 9Indenture, if the Company or any Guarantor creates any additional Lien upon any of its property to secure any Credit Agreement Obligations, other First Priority Claims or any Other Second Lien Obligations, it shall concurrently grant a Second Priority Lien (subject to Permitted Liens and First Priority Liens) required to cause the Security Documents to create and maintain, upon such property as security for the Secured Obligations contained in this Indenture, the Notes Securities and the other execute any and all further Security Documents, valid financing statements, agreements and enforceableinstruments, perfected (except as expressly provided herein or therein) security interests in but subject to the Intercreditor Agreement, that grant the Collateral Agent a Second Priority Lien upon such property for its benefit and on all the Collateral, in favor benefit of the Indenture Trustee, superior to Trustee and prior to the rights of all third Persons, Holders and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, take all such actions (including the filing and things as may be necessaryrecording of financing statements, or as fixture filings, Mortgages and other documents) that may be required under any applicable law, or which the Collateral Agent or Trustee may reasonably request to create such Second Priority Lien, all at the expense of the Company and the Guarantors, including reasonable fees and expenses of counsel incurred by the provisions Trustee and the Collateral Agent in connection therewith; provided that (i) the Company or such Guarantor shall not be required to grant or perfect, as the case may be, a second priority Lien upon such property as security for the Securities if a second priority Lien in such property cannot be granted or perfected, as the case may be, under applicable law, (ii) such grant requires the consent of any third party, which consent the Security Documents, Company or such Guarantor is unable to confirm obtain using commercially reasonable efforts or (iii) to the Indenture Trustee extent such property is Excluded Collateral. In addition, the security interests Company and each Guarantor shall, with respect to each parcel of real property in the Collateral contemplated hereby and United States owned by the Security DocumentsCompany or any Guarantor that secures the Credit Agreement Obligations, other First Priority Claims or any Other Second Lien Obligations, use commercially reasonable efforts to deliver to the Collateral Agent, for the benefit of or addressed to the Trustee or the Collateral Agent, as from time to time constitutedapplicable, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressed.following:

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

Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Notes Collateral Agent under this Indenture, the Notes Notes, the Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligationsobligations, subject to the terms of the Intercreditor Agreement. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Notes Collateral Agent holds the Collateral in trust for the benefit of the HoldersNoteholder Secured Parties, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Trustee Notes Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer Company shall take any and deliver to the Notes Collateral Agent copies of all actions reasonably required documents pursuant to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 1401, to assure and confirm to the Indenture Trustee Notes Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Company shall, and therein expressedshall cause the Subsidiaries of the Company to, take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations under this Indenture, the Notes and the Security Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Notes Collateral Agent for the benefit of the Noteholder Secured Parties. The Company shall, and shall cause the Subsidiaries of the Company to, and each Subsidiary shall, make all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) 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 the security 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.

Collateral and Security Documents. (a) The due Company will, and punctual payment will cause each of its Subsidiaries to, on each Satisfaction Date that occurs after the Issue Date, cause all of their respective Properties (other than inventory, accounts receivable and related intangibles, documents and proceeds thereof, the Baltimore Property and the ▇▇▇▇▇▇▇▇ Property) which were subject to a Lien securing the obligations of the principal ofCompany and its Subsidiaries under the First Mortgage Notes, premium the First Mortgage Notes Indenture and/or the Revolving Credit Facility (but, in the case of the Revolving Credit Facility, the Company shall only be required to comply with the requirements of this Section 11.1 and interest on the Notes when related provisions herein only to the extent the Company, through the utilization of reasonable efforts, is able to cause the Capital Stock of Subsidiaries, Intellectual Property of the Company and the intangibles, documents and proceeds that do not relate to inventory and accounts receivable to be free and clear of the Lien of the Bank Security Agreement), as the same shall case may be, to be due released from any and payableall such Liens in a manner satisfactory to the Collateral Agent. On each such Satisfaction Date, whether on a Payment Datethe Company will, and will cause each Guarantor to, at the Maturity DateCompany's sole cost and expense, or by acceleration(i) execute, repurchase, redemption or otherwise, acknowledge and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee under this Indenture, the Notes and the other Security Documents, deliver any and all other amounts Security Documents necessary or appropriate in respect the reasonable opinion of the Secured Obligations according Collateral Agent to the terms hereunder or thereunder, shall be secured by a security interest create in favor of the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust Agent for the benefit of the HoldersSecured Parties a valid, perfected first priority Lien on such Properties (subject only to Prior Liens), (ii) take any and all action and deliver any and all documentation reasonably required with request to the applicable Collateral on such Satisfaction Date pursuant to Section 11.2 and (iii) register, file or record, in the terms of the Security Documents. Each Holderappropriate governmental office, by accepting a Noteany documents or instruments in addition to, consents and agrees (subject supplemental to Section 4.11) to the terms or confirmatory of the Security Documents (including or otherwise deemed by the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect Collateral Agent necessary or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject to the provisions of this Indenture, to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents desirable to create and maintain at all timesa valid, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected per- fected Lien (subject only to Prior Liens) on all of the Collateral, such Properties in favor of the Indenture Trustee Collateral Agent (for the benefit of the Holders under the Security DocumentsSecured Parties). The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third PersonsCompany will, and subject to no other Lienswill cause each Guarantor to, in each case, except as expressly permitted herein or therein. The Issuer shall do deliver or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm delivered to the Indenture Trustee the security interests Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance satisfactory to the Collateral contemplated hereby and Agent as it shall reasonably deem necessary to perfect or maintain the Liens on the Collateral covered by the Security Documents. (b) Upon the acquisition or creation of a domestic Subsidiary by the Company after the Issue Date, as from time the Company shall promptly cause such Subsidiary to time constitutedexecute a Guarantee, so as to render the Collateral available whereby such Subsidiary shall become a Guarantor for the security and benefit all purposes of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressedIndenture.

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

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

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

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

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

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

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

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

Collateral and Security Documents. (a) The due and punctual payment obligations of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee Company under this Indenture, the Notes and this Indenture will, subject to the other Intercreditor Agreement, benefit from the property and assets that secure the obligations under this Indenture and the Notes pursuant to the Security Document (i) by way of a pari passu first priority Lien on the Company Intellectual Property for purposes of securing repayment of any PIK Interest owed under this Indenture and the Notes and (ii) a second priority Lien on the Company Intellectual Property for purposes of securing the remainder of the obligations under this Indenture and the Notes (which shall include, for the avoidance of doubt, the initial principal amount of the Notes). (b) The Company will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Security Documents, and all other amounts in respect the Company will, and will cause each of the Secured Obligations according Subsidiaries to, do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in provisions of the Security Documents, which define to assure and confirm to the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees Trustee that the Indenture Trustee holds the Collateral in trust Security Agent holds, for the benefit of the Trustee and the Holders, pursuant duly created, enforceable and perfected Liens as contemplated hereby and by the Security Documents, so as to render the same available for the security and benefit of this Indenture and of the Notes secured thereby, according to the intent and purposes herein expressed. Subject to the Intercreditor Agreement, the Company will take, and will cause its Subsidiaries to take (including as may be requested by the Trustee or the Security Agent) any and all actions reasonably required to cause the Security Documents and the Intercreditor Agreement to create and maintain, as security for the obligations of the Company hereunder, valid and enforceable perfected Liens in and on all the Collateral ranking in right and priority of payment as set forth in this Indenture and the Intercreditor Agreement, and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor Agreement. (c) Neither the Trustee nor the Security Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any property securing the Notes, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Security Documents or any delay in doing so. (d) Each of the Company, the Trustee and the Holders agree that the Security Agent shall be the joint creditor (together with the Holders) of each and every obligation of the parties hereto under the Notes and this Indenture, and that accordingly the Security Agent will have its own independent right to demand performance by the Company of those obligations, except that such demand shall only be made with the prior written notice to the Trustee and as permitted under the Intercreditor Agreement. However, any discharge of such obligation to the Security Agent, on the one hand, or to the Trustee or the Holders, as applicable, on the other hand, shall, to the same extent, discharge the corresponding obligation owing to the other. (e) The Security Agent agrees that it will hold the security interests in the Collateral created under the Security Documents to which it is a party as contemplated by this Indenture and the Intercreditor Agreement, and any and all proceeds thereof, for the benefit of, among others, the Trustee and the Holders, without limiting the Security Agent’s rights including under Section 15.02, to act in preservation of the security interest in the Collateral. The Security Agent will, subject to being indemnified and/or secured in accordance with the Intercreditor Agreement, take action or refrain from taking action in connection therewith only as directed by the Trustee, subject to the terms of the Intercreditor Agreement. (f) Each Holder, by its acceptance thereof of a Note, shall be deemed (i) to have consented and agreed to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective its terms and this Indenture, and authorizes and directs the Indenture Trustee Security Agent to enter into the Security Documents and, subject to the provisions of this Indenture, and to perform its obligations and exercise its rights thereunder in accordance herewith therewith, (ii) to have authorized the Company, the Trustee and therewith. The Issuer shall take any and all actions reasonably required the Security Agent, as applicable, to cause enter into the Security Documents and the Intercreditor Agreement and to create be bound thereby and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid (iii) to have appointed and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under authorized the Security DocumentsAgent and the Trustee to give effect to the provisions in the Intercreditor Agreement and any Additional Intercreditor Agreement. The Issuer hereby covenant (A) to perform and observe Each Holder, by accepting a Note, appoints the Security Agent as its obligations trustee under the Security Documents and (B) take any authorizes it to act on such H▇▇▇▇▇’s behalf, including by entering into and all commercially reasonable actions (including without limitation complying with the covenants set forth in provisions of the Intercreditor Agreement. The Trustee hereby acknowledges that the Security Agent is authorized to act under the Security Documents on behalf of the Trustee, with the full authority and in this Article 9) required powers of the Trustee thereunder. The Security Agent is hereby authorized to cause exercise such rights, powers and discretions as are specifically delegated to it by the Security Documents to create and maintain, as security for terms of the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceableincluding the power to enter into the Security Documents, perfected (except as expressly provided herein or therein) security interests in and trustee on all the Collateral, in favor behalf of the Indenture Holders and the Trustee, superior together with all rights, powers and discretions as are reasonably incidental thereto or necessary to and prior give effect to the rights trusts created thereunder. The Security Agent shall, however, at all times be entitled to seek directions from the Trustee and shall be obligated to follow those directions if given. The Security Agent hereby accepts its appointment as the trustee of all third Personsthe Holders and the Trustee under the Security Documents, and its authorization to so act on such Holders’ and the Trustee’s behalf. The claims of Holders will be subject to no other Liensthe Intercreditor Agreement. (g) The Company is permitted to pledge the Collateral in connection with future issuances of its Indebtedness or Indebtedness of its Subsidiaries, including any Additional Notes, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of under this Indenture and on terms consistent with the relative priority of the Notes secured hereby, according to the intent and purpose herein and therein expressedsuch Indebtedness.

Collateral and Security Documents. The due Issuer and the Subsidiary Guarantors agree to secure the full and punctual payment when due and the full and punctual performance of their obligations under this Indenture and the Notes by (i) a third-ranking pledge of shares of CME NV and CME BV (the “Pledged Shares”) and (ii) a third-ranking assignment of the principal of, premium and interest on Issuer’s rights under the Notes when and as Framework Agreement (together with the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee under this IndenturePledged Shares, the Notes and the other Security Documents, and all other amounts “Collateral”). The share pledges in respect of the Secured Obligations according Pledged Shares are referred to as the terms hereunder or thereunder“Share Pledges” and, shall be secured by a security interest in together with the Collateral assignment agreements evidencing the third-ranking assignment of rights under the Framework Agreement, are referred to as provided in the “Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the Holders, pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) .” Subject to the terms of the Security Documents and this Indenture, the Issuer is permitted to pledge the Collateral in connection with future Indebtedness of the Issuer or its Restricted Subsidiaries incurred and secured in compliance with this Indenture and on terms consistent with the relative priority of such Indebtedness and the Trustee and the Security Trustee may enter into one or more additional or amended intercreditor agreements in connection with any such future pledge of the Collateral. The rights and obligations of the parties hereunder with respect to the Collateral are subject to the provisions of the Intercreditor Agreement. So long as no Event of Default has occurred and is continuing, any share pledge will be released if the Subsidiary whose Capital Stock is pledged is disposed of (whether by merger, amalgamation or consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by a lease)) to a Person that is not the Issuer or a Restricted Subsidiary of the Issuer in compliance with the terms of this Indenture (including Section 4.9 and Section 4.20) so long as (i) all other security interests in respect of such Subsidiary’s Capital Stock securing the Indebtedness of the Issuer or a Restricted Subsidiary are released and (ii) the proceeds from such sale or disposition are used for the purposes permitted or required by this Indenture. In addition, any share pledge will be released if the Subsidiary whose Capital Stock is pledged is redesignated as an Unrestricted Subsidiary in compliance with the terms and conditions of this Indenture. All of the Collateral shall be released upon the defeasance or discharge of the Notes in accordance with Sections 8.2, 8.3 or 8.5 of this Indenture. Each holder of Notes by accepting a Note shall be deemed to have authorized and directed each of the Trustee and the Security Trustee to execute the Intercreditor Agreement. Each holder of Notes by accepting a Note consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, authorizes the Trustee and authorizes and directs the Indenture Security Trustee to enter into the Security Documents and, subject to the provisions of this Indenture, to perform its their respective obligations and exercise its their respective rights thereunder in accordance herewith therewith and therewith. The Issuer shall take any and all actions reasonably required to cause appoints the Security Documents to create and maintain at all timesTrustee as his attorney-in-fact for such purpose, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateralincluding, in favor the event of the Indenture Trustee any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors or marshaling of assets of any Guarantor tending towards liquidation or reorganization of the Holders business and assets of any Guarantor, the immediate filing of a claim for the unpaid balance under the Security Documents. The Issuer hereby covenant (A) to perform and observe its Guarantee obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and form required in this Article 9) said proceedings to cause said claim to be approved, provided that it is expressly understood that the Trustee shall not be required to cause the Security Documents exercise any such rights as attorney for any holders of Notes unless instructed to create and maintain, as security for the Secured Obligations contained do so in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressed.accordance with Section 7.6

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

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

Collateral and Security Documents. (a) The due Pledgors pledged the Pledged Collateral to the Collateral Agent for the benefit of all Credit Parties. In addition, the Company, together with the Collateral Agent and punctual other creditors of the Company, has entered into the Security Agency Agreement which provides, among other things, that upon the occurrence of a Trigger Date (as defined in the Security Agency Agreement) the Credit Parties (other than Non-Sharing Parties) will, subject to certain exceptions and limitations, share payments and other recoveries received from the Company and/or its Subsidiaries in such a manner that all Credit Parties are intended to receive payment of the principal of, premium and interest on the Notes when and as substantially the same shall be due and payable, whether on percentage of their respective Credit Obligations. In the event of a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to conflict between the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in of this Indenture and the Security Documents, which define the terms Security Documents shall control. The Trustee shall not be responsible for any of the agreements referred to or described in the Security Documents (or the sufficiency or adequacy thereof) or for determining or compelling compliance therewith, except to the extent expressly provided herein. (b) The Company shall comply, and shall cause the other Pledgors to comply, with all covenants and agreements contained in the Security Documents the failure to comply with which would have a material and adverse effect on the Security Liens purported to be created thereby. (c) Each Holder of each Security by its acceptance of that secure the Secured Obligations. The Issuer hereby Security acknowledges and agrees that: (i) this Indenture, as originally executed and delivered by the parties hereto, does not create any Lien on any Pledged Collateral which secures the Security Obligations under this Indenture; (ii) the Security Documents provide that the Indenture Trustee holds Security Liens created by the Security Documents automatically will be released and extinguished with respect to any Pledged Collateral that is transferred or otherwise disposed of in trust for the benefit of the Holders, pursuant to accordance with the terms of the Security Documents; (iii) the Security Documents may be amended, modified, supplemented or terminated, as provided therein, without the necessity of any consent of or notice to the Trustee or any Holder of the Securities and, in accordance with the Security Agency Agreement, the Company, in its sole discretion and without the consent of any Holder or the Trustee, may revoke the designation of the Securities, or any series of Securities, as “Other DS Debt”, which action will result in the Securities, or any series of the Securities, not being secured by the Security Liens and not being entitled to any security or sharing arrangements under the Security Agency Agreement or other Security Documents. Each HolderThe Company shall file with the Trustee notice in accordance with Section 105 of the Base Indenture and provide notice to the Holders (through the inclusion of information with respect any of the actions described in the following clauses (x) and (y) in any report filed by the Company pursuant Section 13 or 15(d) of the Exchange Act or through notice otherwise provided to the Holders) of (x) any revocation of the designation of the Securities as Designated Senior Debt or “Other DS Debt” in accordance with the Security Agency Agreement or (y) any amendment, supplement, restatement, amendment and restatement, other modification or replacement of the Security Agency Agreement or any other Security Document; (iv) the Collateral Agent and the Voting Credit Parties will have the sole ability to control and obtain remedies with respect to all Pledged Collateral (including on sale or liquidation of any Pledged Collateral after acceleration of the Credit Obligations) without the necessity of any consent of or notice to the Trustee or any Holder of the Securities; and (v) whenever the Majority Credit Parties are granted, and exercise, the right to make a decision or determination pursuant to the Security Agency Agreement, such decision or determination shall be made in their sole and complete discretion; the Voting Credit Parties shall have no obligation or duty (including any implied obligation of reasonableness, good faith or fair dealing) to any Holder of Securities except those expressly set forth in the Security Agency Agreement, and neither the Trustee nor any Holder of Securities shall have, and each Holder of Securities expressly (by accepting a Notethe benefit of the Security Agency Agreement or any Security Document) waives and disclaims, consents and agrees the Trustee on behalf of such Holders is hereby directed to, and does waive and disclaim any claim or cause or action based upon any vote, decision or determination (subject to Section 4.11including the giving or withholding of any consent) to made by the Majority Credit Parties in accordance with the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject to the provisions of this Indenture, to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressedAgency Agreement.

Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest (including Additional Interest, if any) on the Notes Securities when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest (including Additional Interest, if any) on the Notes Securities and performance of all other Security Obligations of the Company and the Subsidiary Guarantors to the Holders Securityholders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes Securities and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be are secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Security Obligations, subject to the terms of the Intercreditor Agreement. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee or the Collateral 103 Agent, as the case may be, holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents. Each Holder, by accepting a NoteSecurity, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith; PROVIDED, HOWEVER, that if any of the provisions of the Security Documents limit, qualify or conflict with the duties imposed by the provisions of the TIA, the TIA shall control. The Issuer Company shall take deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the next sentence of this Section 11.01, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein expressed. The Company shall take, and shall cause its Subsidiaries to take, any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Security Obligations contained in this Indenture, of the Notes Company and the other Security DocumentsSubsidiary Guarantors hereunder, a valid and enforceable, enforceable perfected (except as expressly provided herein or therein) Lien and security interests interest in and on all of the CollateralCollateral (subject to the terms of the Intercreditor Agreement), in favor of the Indenture Trustee, superior to and prior to Collateral Agent for the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions benefit of the Security DocumentsTrustee and the Holders, second in priority to confirm to the Indenture Trustee the any and all security interests at any time granted in the Collateral contemplated hereby and by to secure the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressedFirst Lien Obligations.

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

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

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

Collateral and Security Documents. The due and Upon the ▇▇▇▇ ▇▇▇▇▇▇ Acquisition Closing Date, the punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payabledue, whether on a Payment Dateat Stated Maturity, at the Maturity Date, or by acceleration, repurchase, redemption acceleration or otherwise, of all monetary obligations of the Company and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee any Guarantor under this Indenture, the Notes and the other Note Security Documents, and all other amounts in respect whether for principal of or interest on the Secured Obligations according to the terms hereunder Notes, expenses, indemnification or thereunderotherwise, shall be secured by a security interest in the Collateral as provided in the Note Security Documents, which define the terms of the Liens that secure the Secured Obligations, subject to the terms of the Intercreditor Agreements. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Note Collateral Agent holds the Collateral in trust for the benefit of the HoldersSecured Parties, in each case pursuant and subject to the terms of the Note Security DocumentsDocuments and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Note Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) ), this Indenture and the Intercreditor Agreements, in each case as the same may be in effect or may be amended amended, supplemented, waived or otherwise modified from time to time in accordance with their respective terms and this Indentureterms, and authorizes and directs the Indenture Trustee Note Collateral Agent to enter into the Note Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any Upon the ▇▇▇▇ ▇▇▇▇▇▇ Acquisition Closing Date, pursuant and all actions reasonably required subject to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations terms of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Note Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this IndentureIntercreditor Agreements, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior Company shall deliver to the rights Note Collateral Agent copies of all third Persons, documents and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 1401, to reasonably assure and confirm to the Indenture Trustee Note Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Note Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. Upon the ▇▇▇▇ ▇▇▇▇▇▇ Acquisition Closing Date, the Company shall, and shall cause each of the Guarantors to, use commercially reasonable efforts to take any and all actions reasonably necessary to cause the Note Security Documents to create and maintain, as security for the Secured Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral in favor of the Note Collateral Agent for the benefit of the Secured Parties, as and to the extent contemplated by the Note Security Documents and subject to the terms of the Intercreditor Agreements, including making all filings and recordings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) or recordings and taking all other similar actions as are reasonably necessary or required by the Note Security Documents or that the Note Collateral Agent may reasonably request (to the extent required under the Note Security Documents) in order to create, preserve, validate, maintain and perfect (at the sole cost and expense of the Company and the Guarantors) the security interest and liens created by the Note Security Documents in the Collateral as a perfected security interest, in each case other than with respect to any Collateral the lien or security interest in or on which is not required to be maintained or perfected under the Note Security Documents, and subject to Liens permitted under this Indenture, including Permitted Liens and other Liens permitted by Section 413. In addition, the Trustee and Note Collateral Agent shall have no responsibility or liability (i) in connection with the acts or omissions of the Company in respect of the foregoing or (ii) for or with respect to the legality, validity and enforceability of any security interest created in the Collateral or the perfection and priority of such security interest. For the avoidance of doubt, if any Guarantor shall not so maintain the security interest and liens created by the Note Security Documents as a perfected security interest as described therein (in the case of the Collateral Agreement, as described in Subsection 4.2.2, 4.3.4 or 4.3.5 thereof, as applicable) notwithstanding its use of commercially reasonable efforts, such failure shall not (by reason of the use of commercially reasonable efforts) be deemed to be in accordance with the terms of this Indenture or any of the Note Security Documents for purpose herein of clause (i) of the first parenthetical in Section 601(xii). The Company and therein expressedthe Guarantors shall continue to have the right to possess and control their property and assets constituting Collateral and exercise all rights with respect thereto, subject to the terms of the Note Security Documents. Notwithstanding the foregoing, if the Company and the Guarantors are unable to complete on or prior to the ▇▇▇▇ ▇▇▇▇▇▇ Acquisition Closing Date all filings and other similar actions required in connection with the perfection of such liens and security interests (other than the filing of UCC financing statements), the Company and the Guarantors shall use their commercially reasonable efforts to complete such actions as soon as reasonably practicable (but not later than 180 days) after the ▇▇▇▇ ▇▇▇▇▇▇ Acquisition Closing Date (as such period may be extended, or completion waived, by the agent or other representative for the holders of the Original First Lien Obligations (or, if no Original First Lien Obligations are then outstanding, of any other Senior Priority Obligations) in its sole discretion to the extent such extension or waiver applies with respect to the Original First Lien Obligations (or such Senior Priority Obligations, if applicable)). Collateral of the Company will secure the Obligations of the Company under the Notes, and Collateral of each Guarantor will secure the Obligations of such Guarantor under its Note Guarantee.