Common use of Collateral Documents Clause in Contracts

Collateral Documents. (a) 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 an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations of the Company and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each as may be in effect or may be amended from time to time in accordance with its terms and this Indenture, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral 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 18.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents.

Collateral Documents. (a) The due and punctual payment of the principal of, premium and interest (including Additional Amounts, if any) on the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations Obligations of the Company Issuers and the Note Guarantors to the Holders, Holders or the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreements Agreement and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes the Obligations, subject to the terms of the First Priority Intercreditor AgreementsAgreement. The Trustee, the Company Trustee and the Note Guarantors Issuers hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, Holders and the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the First Priority Intercreditor AgreementsAgreement. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each Agreements as the same may be in effect or may be amended from time to time in accordance with its their terms and this IndentureIndenture and the Intercreditor Agreements, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company Issuers shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral 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 18.0112.1, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company and the Note Guarantors The Issuer shall, at their sole expenseand shall cause the Subsidiaries of the Issuer to, execute take any and all further documents, financing statements actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect thereto (or continue analogous procedures under the perfection ofapplicable laws in the relevant Covered Jurisdiction)) the validity and priority of the Liens and security interests created or intended required to be created by cause the Collateral Documents in to create and maintain, as security for the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect Obligations of the Issuers and the Guarantors to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created Notes Secured Parties under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date)this Indenture, the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and Notes, the judgment of Note Guarantees, the Credit First Priority Intercreditor Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood , a valid and agreed that prior enforceable perfected Lien and security interest in and on all of the Collateral (subject to the discharge terms of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture Intercreditor Agreements and the Collateral Documents), in favor of the Collateral Agent for the benefit of the Holders and the Trustee subject to no Liens other than Permitted Liens.

Collateral Documents. (a) The due and punctual payment of the principal of, premium and interest (including Additional Amounts, if any) on the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations Obligations of the Company and the Note Guarantors to the Holders, Holders or the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes the Obligations, subject to the terms of the First Lien Intercreditor AgreementsAgreement. The Trustee, Trustee and the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds Agents hold the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, Holders and the Trustee and the Notes Collateral Agent and pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor AgreementsAgreement. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreements, each Agreement as the same may be in effect or may be amended from time to time in accordance with its their terms and this IndentureIndenture and the First Lien Intercreditor Agreement, and authorizes and directs the each Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior First Lien Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. In Subject to the event of conflict between an Intercreditor Agreement, any of the other Applicable Collateral Documents and this IndentureLimitations, the applicable Intercreditor Agreement shall control. The Company shall deliver to the each Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral DocumentsDocuments to which such Notes Collateral Agent is a party, 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 18.0112.1, to assure and confirm provide to the Notes Collateral Agent Agents the security interest in the Collateral contemplated hereby, hereby and/or by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On Subject to the Applicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or following PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral Agents for the benefit of the Holders and the Trustee subject to no Liens other than Permitted Liens. (b) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date and (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Pari Passu Intercreditor AgreementIssue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall, at shall use their sole expense, execute any and all further documents, financing statements commercially reasonable efforts to enter into Collateral Documents to create such Liens (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created Documents governed by the Collateral Documents in the Collateral; provided laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required were pledged to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees are not capable of being pledged to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the a Notes Collateral Agent shall be deemed at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent Issue Date perfected, subject to any limitations set forth in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to , including the discharge of the ABL ObligationsApplicable Collateral Limitations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, within 120 days after the Issue Date). (c) Notwithstanding any provision hereof to the contrary, the Notes provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Agent Limitations and neither the Company nor any Note Guarantor shall be deemed required pursuant to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and or any Collateral Document to take any action limited by the Applicable Collateral DocumentsLimitations.

Collateral Documents. (a) The due and punctual payment of the principal of, premium premium, if any, and interest (including Additional Amounts), if any, on the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium premium, if any, and interest interest, if any, on the Notes and performance of all other obligations Obligations of the Company and the Note Guarantors to the Holders, Holders or the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements Notes and the Collateral other Notes Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the First Priority Notes Obligations, subject to the terms of the Collateral Trust Agreement and any Intercreditor AgreementsAgreement. The Trustee, Trustee and the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent Trustee holds the Collateral in trust (orand, for the purposes of Swedish law, as the case may be, as direct representative) agent for the benefit of the Holdersof, among others, the Trustee Holders and the Notes Collateral Agent Trustee and pursuant to the terms of the Collateral Trust Agreement, the other Collateral Documents and the any Intercreditor AgreementsAgreement. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the Collateral Trust Agreement) (including the provisions providing for the possession, use, release and foreclosure of Collateral) Collateral and the Intercreditor Agreements, each creation of the Parallel Obligation) as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture, the Collateral Trust Agreement and any Intercreditor Agreement, and authorizes and directs the Notes Collateral Agent Trustee to enter into the Collateral Documents, the Pari Passu Documents and any Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent Trustee copies of all documents required to be filed pursuant to the Collateral 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 18.0112.01, to assure and confirm to the Notes Collateral Agent Trustee the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On The Company shall, and shall cause the Guarantors to, take any and all actions and make all filings (including the filing of UCC or following PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the Issue Date and subject to applicable laws in the Pari Passu Intercreditor relevant jurisdiction of the applicable Grantor, including in respect of a Jersey Security Agreement, to take any and all actions required to allow the Collateral Trustee to register financing statements in relation to each Jersey Security Agreement on the Jersey Security Interests Register and payment of associated fees)) required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Company and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required the First Priority Notes Secured Parties under applicable law, or that the Trustee or the Notes Documents, a valid and enforceable perfected (to the extent applicable in the relevant jurisdiction) Lien and security interest in and on all of the Collateral Agent may reasonably request (it being understood that neither subject to the Trustee nor terms of the Notes Collateral Agent is under Trust Agreement, any obligation or duty to make such requestIntercreditor Agreement and the other Collateral Documents), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority favor of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers Trustee for the creation and perfection of security interests inbenefit of, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date)among others, the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents Holders and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed Trustee subject to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or no Liens other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documentsthan Permitted Liens.

Collateral Documents. (a) The due and punctual payment of inter alia the principal ofprincipal, premium interest and interest premium, if any, and any other amounts due on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other obligations Secured Obligations of the Company and the Note Guarantors to the Holders, Holders or the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be are secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, Trustee and the Company and the Note Guarantors hereby acknowledge and agree that the Trustee or the Notes Collateral Agent holds the Collateral in trust (orAgent, as the case may be, as direct representative) holds the Collateral in trust for the benefit of the Holders, (i) the Trustee and the Notes Collateral Agent and Holders, in each case pursuant to the terms of the Collateral Documents Documents, and (ii) if so required to give effect to any provisions of the Intercreditor Agreement, the Collateral Agent under the Credit Agreement and the Intercreditor Agreementsother Lender Parties thereto. Each Holder, by accepting a NoteNote (or a beneficial interest therein), consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) and as the Intercreditor Agreements, each as same may be in effect or may be amended from time to time in accordance with its terms and this Indenture, and authorizes and directs the Trustee and the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Trustee (if it is not then the Notes Collateral Agent Agent) copies of all documents required delivered to be filed the Notes Collateral Agent pursuant to the Collateral Documents, 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 18.0110.01, to assure and confirm to the Trustee and the Notes Collateral Agent the security interest in the Collateral contemplated hereby, hereby and by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following The Company shall take, and shall cause its Subsidiaries to take, any and all actions reasonably required to cause the Issue Date Collateral Documents to create and subject maintain (to the Pari Passu Intercreditor Agreementextent contemplated hereunder or thereunder), as security for the Secured Obligations of the Company and the Note Guarantors shallGuarantors, at their sole expensea valid and enforceable perfected Lien and security interest (subject to Permitted Senior Liens) in and on all the Collateral, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that in favor of the Trustee or the Notes Collateral Agent may reasonably request (for the benefit of the Holders; it being understood that neither the Trustee nor and Notes Collateral Agent shall have no duty with respect to such actions. (b) The Trustee hereby appoints the Notes Collateral Agent as its agent under the Collateral Documents, and the Notes Collateral Agent is under any obligation or duty hereby authorized to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority act on behalf of the Liens Trustee, with full authority and security interests created or intended to be created by powers of the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility ObligationsTrustee hereunder, no actions shall be required to be taken solely with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the its role as Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral DocumentsAgent.

Collateral Documents. (a) The due and punctual payment of the principal of, premium and interest (including Additional Amounts, if any) on the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations Obligations of the Company Issuers and the Note Guarantors to the Holders, Holders or the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes the Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company Trustee and the Note Guarantors Issuers hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, Holders and the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each Agreements as the same may be in effect or may be amended from time to time in accordance with its their terms and this IndentureIndenture and the Intercreditor Agreements, and authorizes and directs the Collateral Agent and the Trustee to enter into (including by way of joinder or accession and by way of appointing the Existing Second Lien Notes Collateral Agent to enter into serve as representative of the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and Agent) the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company Issuers shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral 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 18.0112.1, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company and the Note Guarantors The Issuer shall, at their sole expenseand shall cause the Subsidiaries of the Issuer to, execute take any and all further documents, financing statements actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect thereto (or continue analogous procedures under the perfection ofapplicable laws in the relevant Covered Jurisdiction)) the validity and priority of the Liens and security interests created or intended required to be created by cause the Collateral Documents in to create and maintain, as security for the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect Obligations of the Issuers and the Guarantors to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created Notes Secured Parties under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date)this Indenture, the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and Notes, the judgment of Note Guarantees, the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture Intercreditor Agreements and the Collateral Documents. It is understood , a valid and agreed that prior enforceable perfected Lien and security interest in and on all of the Collateral (subject to the discharge terms of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture Intercreditor Agreements and the Collateral Documents), in favor of the Collateral Agent for the benefit of the Holders and the Trustee subject to no Liens other than Permitted Liens. The Issuer shall, and shall cause the Subsidiaries of the Issuer to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to create and maintain, as security for the Obligations of the THI Notes Issuer under the Existing THI Notes and the THI Notes Guarantors and under the Existing THI Notes, a valid and enforceable perfected Lien and security interest in and on all of the Shared Collateral (subject to the terms of the applicable Intercreditor Agreement and any security agreements, hypothecs, intellectual property security agreements, mortgages, collateral assignments, security agreement supplements, pledge agreements, bonds or any similar agreements, guarantees and each of the other agreements, instruments or documents that creates or purports to create a Lien or guarantee in favor of the THI Notes Trustee for its benefit and the benefit of the holders of the Existing THI Notes, in all or any portion of the Shared Collateral).

Collateral Documents. (a) The due Each Lender authorizes the Agent to enter into the Pledge Agreements and punctual payment each of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations of the Company and the Note Guarantors to the HoldersCollateral documents contemplated thereby (collectively, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the "Collateral Documents") to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Holder of Secured Obligations (other than the Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, according to it being understood and agreed that such rights and remedies may be exercised solely by the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the HoldersHolders of Secured Obligations upon the terms of the Collateral Documents. (b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Trustee Agent is hereby authorized to execute and deliver on behalf of the Notes Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Agent on behalf of the Holders of Secured Obligations. (c) The Lenders hereby authorize the Agent, at its option and in its discretion, to (y) release any Lien granted to or held by the Agent upon any Collateral and/or (z) release any Guarantor from its obligations under the Guaranty (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) in connection with any transaction permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) in connection with any transaction approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Agent at any time, the Lenders will confirm in writing the Agent's authority to release particular types or items of Collateral pursuant to this SECTION 11.12(C). (d) Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Collateral Documents and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees to the terms Required Lenders or all of the Collateral Documents Lenders, as applicable, or consummation of any transaction involving the sale of all or substantially all of the assets of a Guarantor and upon at least five Business Days' prior written request by the Borrower, the Agent shall (including and is hereby irrevocably authorized by the provisions providing for the possession, use, release and foreclosure of CollateralLenders to) and the Intercreditor Agreements, each execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Holders of Secured Obligations herein or pursuant hereto upon the Collateral that was sold or transferred or evidence the release of the applicable Guarantor from its obligations under the Guaranty; PROVIDED, HOWEVER, that (i) the Agent shall not be required to execute any such document on terms which, in effect or may be amended from time to time in accordance with its terms and this Indenturethe Agent's opinion, and authorizes and directs would expose the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do liability or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 18.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under create any obligation or duty to make entail any consequence other than the release of such request)Liens without recourse or warranty, and (ii) such release shall not in order to grantany manner discharge, preserve, maintain, protect and perfect affect or impair the Secured Obligations any other Guarantor's obligations under the Guaranty or any Liens upon (or continue obligations of the perfection Borrower or any Subsidiary in respect of) all interests retained by the validity and priority Borrower or any Subsidiary, including (without limitation) the proceeds of the Liens and security interests created or intended sale, all of which shall continue to be created by the Collateral Documents in constitute part of the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents.

Collateral Documents. (a) 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 an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations of the Company and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the Intercreditor AgreementsDocuments. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements), each as may be in effect or may be amended from time to time in accordance with its terms and this Indenture, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement Documents on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral 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 18.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor AgreementDate, the Company and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral each case, to the extent such actions are not required to be taken with respect pursuant to the Credit AgreementCollateral Documents. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents.

Collateral Documents. (a) 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 an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations Secured Notes Obligations of the Company and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Secured Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, Trustee and the Company and the Note Guarantors hereby acknowledge and agree that the Notes Credit Agreement Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holdersitself, the Trustee Holders and the Notes Collateral Agent Trustee and pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each Agreements as the same may be in effect or may be amended from time to time in accordance with its their terms and this IndentureIndenture and the Intercreditor Agreements, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral 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 18.01SECTION 12.1, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following The Company shall, and shall cause the Issue Date Restricted Subsidiaries of the Company to, take any and subject all actions and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) required to cause the Pari Passu Intercreditor AgreementCollateral Documents to create and maintain, as security for the Secured Notes Obligations of the Company and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created Secured Notes Secured Parties under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date)this Indenture, the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and Notes, the judgment of Note Guarantees, the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture Intercreditor Agreements and the Collateral Documents. It is understood , a valid and agreed that prior enforceable perfected Lien and security interest in and on all of the Collateral (subject to the discharge terms of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture Intercreditor Agreements and the Collateral Documents), in favor of the Collateral Agent for the benefit of itself, the Holders, the Trustee and the Collateral Agent subject to no Liens other than Permitted Liens, and to otherwise comply with the requirements of the Collateral Requirement.

Collateral Documents. (a) The due and punctual payment of the principal of, premium and interest (including Additional Amounts, if any) on the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations Obligations of the Company Issuers and the Note Guarantors to the Holders, Holders or the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees, the Bank Intercreditor Agreements Agreement and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes the Obligations, subject to the terms of the Bank Intercreditor AgreementsAgreement. The Trustee, the Company Trustee and the Note Guarantors Issuers hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, Holders and the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the Bank Intercreditor AgreementsAgreement. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each Agreements as the same may be in effect or may be amended from time to time in accordance with its their terms and this IndentureIndenture and the Intercreditor Agreements, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company Issuers shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral 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 18.0112.1, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company and the Note Guarantors The Issuer shall, at their sole expenseand shall cause the Subsidiaries of the Issuer to, execute take any and all further documents, financing statements actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect thereto (or continue analogous procedures under the perfection ofapplicable laws in the relevant Covered Jurisdiction)) the validity and priority of the Liens and security interests created or intended required to be created by cause the Collateral Documents in to create and maintain, as security for the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect Obligations of the Issuers and the Guarantors to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created Secured Parties under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date)this Indenture, the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and Notes, the judgment of Note Guarantees, the Credit Bank Intercreditor Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood , a valid and agreed that prior enforceable perfected Lien and security interest in and on all of the Collateral (subject to the discharge terms of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture Intercreditor Agreements and the Collateral Documents), in favor of the Collateral Agent for the benefit of the Holders and the Trustee subject to no Liens other than Permitted Liens. The Issuer shall, and shall cause the Subsidiaries of the Issuer to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to create and maintain, as security for the Obligations of the Existing Notes Issuer and the Existing Notes Guarantors under the Existing Notes and the Existing Notes Indenture, a valid and enforceable perfected Lien and security interest in and on all of the Shared Collateral (subject to the terms of the applicable Intercreditor Agreement and any security agreements, hypothecs, intellectual property security agreements, mortgages, collateral assignments, security agreement supplements, pledge agreements, bonds or any similar agreements, guarantees and each of the other agreements, instruments or documents that creates or purports to create a Lien or guarantee in favor of the Existing Notes Trustee for its benefit and the benefit of the holders of the Existing Notes, in all or any portion of the Shared Collateral).

Collateral Documents. (a) The due and punctual payment of the principal of, premium premium, if any, and interest on the Notes Securities when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest (to the extent permitted by law), if any, on the Notes Securities and performance of all other obligations of the Company to the Holders or the Trustee under this Indenture and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Collateral DocumentsSecurities, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. Each Holder, by accepting its acceptance of a NoteSecurity, consents and agrees to the terms of the Collateral Documents (including including, without limitation, the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) and as the Intercreditor Agreements, each as same may be in effect or may be amended from time to time in accordance with its the terms thereof and this Indenture, hereof and authorizes and directs the Notes Collateral Agent Trustee to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its respective rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the next sentence provisions of this Section 18.01the Collateral Documents, to assure and confirm to the Notes Collateral Agent Agent, for the benefit and security of the Holders, the security interest in the Collateral contemplated hereby, hereby and by the Collateral Documents or any part thereofincluding, as from time to time constitutedthe Trust Estate, so as to render the same available for the security and benefit of this Indenture and of the Notes Securities secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and , subject to the Pari Passu Intercreditor Agreement. The Company shall take, upon request of the Company and the Note Guarantors shallTrustee, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments actions reasonably required to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by cause the Collateral Documents in to create and maintain, as security for the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection obligations of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters Company under this Indenture and the Securities, valid and enforceable, perfected (except as expressly provided therein) Liens in and on all the Collateral Documents. It is understood and agreed that such property, in favor of the Collateral Agent, for the benefit and security of the Holders, superior to and prior to the discharge rights of the ABL Obligationsall third persons, and subject to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be no other Liens, other than as provided herein, in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents, and in the Intercreditor Agreement.

Collateral Documents. (a) The due Each Lender hereby further authorizes Administrative Agent to enter into each Collateral Document as secured party on behalf of and punctual payment for the benefit of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations of the Company Lenders and the Note Guarantors other beneficiaries named therein and agrees to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define bound by the terms of each Collateral Document; provided that Administrative Agent shall not enter into or consent to any amendment, modification, termination or waiver of any provision contained in any Collateral Document without the Liens prior consent of the Requisite Lenders (or, if required pursuant to subsection 9.6, all Lenders); provided further, however, that, without further written consent or authorization from any Lender, Administrative Agent may execute any documents or instruments necessary to effect the release of any asset constituting Collateral from the Lien of the applicable Collateral Document in the event that secure Notes Obligationssuch asset is sold or otherwise disposed of in a transaction effected in accordance with subsection 6.7 or to the extent otherwise required by any Collateral Document or the Intercreditor Agreement. Anything contained in any of the Loan Documents to the contrary notwithstanding, each Lender agrees that no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document, it being understood and agreed that all rights and remedies under the Collateral Documents may be exercised solely by Administrative Agent for the benefit of Lenders and the other beneficiaries named therein in accordance with the terms thereof and subject to the terms of the Intercreditor AgreementsAgreement. The TrusteeEach Lender hereby further authorizes Administrative Agent to enter into such amendments to and amendments and restatements of and any other modifications to each Collateral Document, the Company Intercreditor Agreement, any other applicable intercreditor agreement relating to any First Lien Credit Agreement or Permitted Indebtedness and the Note Guarantors hereby acknowledge any other documents and agree that the Notes Collateral Agent holds the Collateral in trust (or, instruments as the case may be, as direct representative) secured party on behalf of and for the benefit of the Holders, the Trustee Lenders and the Notes Collateral Agent and pursuant to other beneficiaries named therein, in each case as shall be necessary or advisable in connection with the terms of the Collateral Documents and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each as may be in effect or may be amended from time to time in accordance with its terms and this Indenture, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on incurrence of Permitted Indebtedness to effectuate the Issue Dateterms thereof and hereof, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent copies of all documents required each Lender hereby agrees to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required bound by the next sentence of this Section 18.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part terms 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. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents.

Collateral Documents. (a) The due and punctual payment of the principal of, premium premium, if any, and interest on the Notes and Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and the Note Guarantees and performance of all other obligations Notes Obligations of the Company Issuer and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent Noteholder Secured Parties under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company Issuer and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and Noteholder Secured Parties pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, Agreements as each as may be in effect or may be amended from time to time in accordance with its their terms and this IndentureIndenture and the Intercreditor Agreements, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, Documents and the Intercreditor Agreements and authorizes and directs the Trustee to enter into the Pari Passu Intercreditor Agreement and authorizes and directs each of the ABL Intercreditor Agreement on Notes Collateral Agent and the Issue Date, Trustee to perform its respective obligations and exercise its respective rights under and in accordance with the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and Agreements to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall controlwhich it is a party. The Company Issuer shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral 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 18.0113.01, to assure and confirm to the Notes Collateral Agent the first-priority security interest in the Collateral contemplated herebyNotes Collateral, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company and the Note Guarantors The Issuer shall, at their sole expenseand shall cause its Subsidiaries to, execute take any and all further documentsactions and make all filings, financing statements registrations and recordations (including the filing of UCC financing statements, continuation statements and amendments thereto) required to financing statements)cause the Collateral Documents to create, agreements perfect and instrumentsmaintain, and take all further action that may be required under applicable law, or that the Trustee or as security for the Notes Obligations of the Issuer and the Guarantors to the Noteholder Secured Parties under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements and the Collateral Agent may reasonably request Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (it being understood that neither subject to the Trustee nor terms of the Notes Intercreditor Agreements and the Collateral Agent is under any obligation or duty to make such requestDocuments), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment favor of the Notes Collateral Agent in respect of such matters under this Indenture and for the Collateral Documents. It is understood and agreed that prior to the discharge benefit of the ABL Obligations, Noteholder Secured Parties subject to no Liens other than Permitted Liens and with the extent that priority set forth in the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect Intercreditor Agreements. For the avoidance of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date)doubt, the Trustee and Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and not have a Lien on the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral DocumentsExcluded Assets.

Collateral Documents. (a) The due and punctual payment of the principal ofPrincipal of and Interest, premium and interest if any, on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, Late Charges (to the extent permitted by law), if any, and interest on the overdue principal of, premium and interest any other amounts due on the Notes and performance of all other obligations of the Company to the Holders of Notes or the Trustee under this Indenture and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided herein and in the Collateral Documents, which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. Each HolderHolder of Notes, by accepting a Noteits acceptance thereof, consents and agrees to the terms of the Collateral Documents (including including, without limitation, the provisions providing for the possession, use, foreclosure and release and foreclosure of Pledged Collateral) and as the Intercreditor Agreements, each as same may be in effect or may be amended from time to time in accordance with its terms and this Indenture, and authorizes and directs each of the Notes Collateral Agent and the Trustee, as the case may be, to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent Trustee copies of all documents required to be filed pursuant delivered to the Collateral DocumentsAgent pursuant to any Collateral Document, and will shall do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the next sentence provisions of this Section 18.01any Collateral Document, to assure and confirm to the Notes Trustee and the Collateral Agent the security interest in the Pledged Collateral contemplated hereby, by the any Collateral Documents Document 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 Indenture, the Notes and the Note Guarantees secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the The Company and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable lawshall take, or that shall cause its Subsidiaries to take, upon request of the Trustee or the Notes Collateral Agent may Agent, any and all actions reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty required to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by cause the Collateral Documents to create and maintain, as security for the Obligations of the Company hereunder, a valid and enforceable perfected first priority Lien in and on all the Pledged Collateral; provided that , in favor of the Collateral Agent and the Trustee, as the case may be, for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect the benefit of the Holders of Notes and other Indebtedness subject to the perfection of the security interests in the Collateral Pledge Agreement superior to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge rights of all third Persons and subject to no other Liens other than Permitted Liens. The Company and the Credit Facility ObligationsGuarantors shall pledge as additional Collateral all After-Acquired Property, subject to Permitted Liens. The Company and the extent Guarantors shall also use all commercially reasonable efforts to ensure that the Credit Agreement Collateral Agent is satisfied with any material contract or agrees to any deliveries or documents required to be provided in respect of any matters agreement relating to the Collateral After-Acquired Property will not contain provisions that would impair or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for prevent the creation and perfection of a security interests in, interest therein or result in such contract or After-Acquired Property being excluded from the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral DocumentsCollateral.

Collateral Documents. (a) The due and punctual payment of the principal of, premium premium, if any, and interest on the Notes and Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and Guarantees and performance of all other obligations Obligations of the Company Issuers and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent Noteholder Secured Parties under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes the Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company Issuers and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and Noteholder Secured Parties pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, Agreements as each as may be in effect or may be amended from time to time in accordance with its their terms and this IndentureIndenture and the Intercreditor Agreements, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, Documents and the Intercreditor Agreements and authorizes and directs the Trustee to enter into the Pari Passu Intercreditor Agreement and authorizes and directs each of the ABL Intercreditor Agreement on Notes Collateral Agent and the Issue Date, Trustee to perform its respective obligations and exercise its respective rights under and in accordance with the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and Agreements to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall controlwhich it is a party. The Company Issuers and the Guarantors shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral 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 18.0113.01, to assure and confirm to the Notes Collateral Agent the first-priority security interest in the Collateral contemplated herebyCollateral, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company The Issuers and the Note Guarantors shall, at their sole expenseand the Company shall cause its Subsidiaries to, execute take any and all further documentsactions and make all filings, financing statements registrations and recordations (including the filing of UCC financing statements, continuation statements and amendments thereto) required to financing statements)cause the Collateral Documents to create, agreements perfect and instrumentsmaintain, as security for the Obligations of the Issuers and take the Guarantors to the Noteholder Secured Parties under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, a valid and enforceable perfected Lien and security interest in and on all further action that may be required under applicable law, or that of the Trustee or Collateral (subject to the Notes terms of the Intercreditor Agreements and the Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such requestDocuments), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment favor of the Notes Collateral Agent in respect of such matters under this Indenture and for the Collateral Documents. It is understood and agreed that prior to the discharge benefit of the ABL Obligations, Noteholder Secured Parties subject to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or no Liens other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents.than Permitted

Collateral Documents. (a) The Prior to an Investment Grade Rating Event, the due and punctual payment of the Notes Obligations, including payment of the principal of, premium on, if any, and interest on on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest on the Notes and performance of all other obligations of the Company and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be are secured as provided in the Collateral Documents, Documents which define the terms Company and Guarantors have entered into simultaneously with the execution of this Indenture and will be secured by the Liens that secure Notes Obligations, subject to Collateral as provided in the terms of Collateral Documents hereafter delivered as required by this Indenture. On the Intercreditor Agreements. The TrusteeIssue Date, the Company and the Note Guarantors hereby acknowledge shall grant a security interest in all their assets constituting Collateral by executing the Security Agreement and agree such other Collateral Documents that the Notes Collateral Agent holds shall be necessary to provide a security interest in the Collateral to the extent required by this Indenture or the Collateral Documents. Notwithstanding the foregoing, in trust the event that any mortgage on Material Real Property described in clause (or, as the case may be, as direct representativei) for the benefit of the Holdersdefinition thereof is not delivered on the Issue Date, the Trustee Company and the Notes Collateral Guarantors may provide Mortgages within 120 days after the Issue Date (or such longer period consented to by the Credit Facility Agent in respect of the Credit Agreement Obligations), provided that such date will be automatically extended if the survey requirement may not be performed because of snow ground cover; provided that, with respect to a Material Real Property, the Issuer and pursuant the Guarantors shall only be required to comply with the Mortgage requirement in respect of such property if all of the lenders under the Credit Agreement have, to the terms of extent required under the Collateral Documents and Credit Agreement, provided written notice to the Intercreditor Agreements. Credit Facility Agent that such lender has completed its due diligence with respect to any applicable flood insurance requirements related to such Material Real Property. (b) Each Holder, by accepting a Noteits acceptance thereof, consents and agrees to the terms of the Collateral Documents (including including, without limitation, the provisions providing for the possession, use, release and foreclosure of CollateralCollateral and the terms of the Intercreditor Agreement) and agrees that it will not contest or support any other person in contesting, in any proceeding (including any insolvency or liquidation proceeding), the Intercreditor Agreementsperfection, each priority, validity or enforceability of a Lien held by or on behalf of any other holder of First-Priority Obligations in all or any part of the Collateral. Each Holder, by its acceptance thereof, (i) authorizes the Trustee to appoint the Collateral Agent to act on its behalf as may be in effect or may be amended from time to time in accordance with its terms and the Collateral Agent under this Indenture, the Security Agreement and under each of the other Collateral Documents, (ii) authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In therewith and (iii) authorizes the event Trustee to authorize the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms of conflict between an Intercreditor Agreementthe Security Agreement and the other Collateral Documents, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any grantor thereunder to secure any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral 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 18.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility First-Priority Obligations, no actions shall be required to be taken together with respect to the perfection of the security interests in the Collateral to the extent such actions powers and discretion as are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documentsreasonably incidental thereto. (bc) It is understood Each Holder, by its acceptance thereof, authorizes the Collateral Agent and agreed that prior to the discharge of the Credit Facility ObligationsTrustee, as applicable, to enter into the extent that the Credit Intercreditor Agreement Collateral Agent (or, if such agreement is satisfied with or agrees to terminated, any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (includingsubstantially identical intercreditor agreement on behalf of, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables binding with respect to, particular assets (including the Holders and their interest in designated assets, in connection with assets acquiredthe incurrence of any First-Priority Obligations). The Collateral Agent, or Subsidiaries formed or acquired, after will enter into any such future intercreditor agreement at the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment request of the Credit Agreement Company, provided that the Company will have delivered to the Collateral Agent in respect Agent, an Officer’s Certificate and Opinion of any Counsel to the effect that such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under other intercreditor agreement is authorized or permitted by this Indenture and the Collateral Documents. It is understood Documents and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with all conditions precedent thereto have been met or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documentswaived.

Collateral Documents. (a) 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 an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations Senior Secured Notes Obligations of the Company and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Senior Secured Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, Trustee and the Company and the Note Guarantors hereby acknowledge and agree that the Notes Credit Agreement Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holdersitself, the Trustee Holders and the Notes Collateral Agent Trustee and pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each Agreements as the same may be in effect or may be amended from time to time in accordance with its their terms and this IndentureIndenture and the Intercreditor Agreements, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral 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 18.01SECTION 12.1, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following The Company shall, and shall cause the Issue Date Restricted Subsidiaries of the Company to, take any and subject all actions and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) required to cause the Pari Passu Intercreditor AgreementCollateral Documents to create and maintain, as security for the Senior Secured Notes Obligations of the Company and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created Senior Secured Notes Secured Parties under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date)this Indenture, the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and Notes, the judgment of Note Guarantees, the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture Intercreditor Agreements and the Collateral Documents. It is understood , a valid and agreed that prior enforceable perfected Lien and security interest in and on all of the Collateral (subject to the discharge terms of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture Intercreditor Agreements and the Collateral Documents), in favor of the Collateral Agent for the benefit of itself, the Holders, the Trustee and the Collateral Agent subject to no Liens other than Permitted Liens, and to otherwise comply with the requirements of the Collateral Requirement.

Collateral Documents. (a) The due and punctual payment of the interest, principal ofand premium, premium and interest if any, on the Notes and Note Guarantees when and as the same shall be due and payable, whether on an Interest a Payment Date, at maturity, by acceleration, repurchase, redemption redemption, prepayment or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and Note Guarantees and performance of all other obligations Obligations of the Company Co-Issuers and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent Secured Parties under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes the Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company Collateral Custodian, the Co-Issuers and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and Secured Parties pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, Agreements as each as may be in effect or may be amended from time to time in accordance with its their terms and this IndentureIndenture and the Intercreditor Agreements, and authorizes and directs the Notes Trustee, Collateral Custodian and the Collateral Agent to enter into the Collateral Documents, Documents and the Pari Passu Intercreditor Agreements and authorizes and directs the Trustee to enter into the Collateral Agency and Accounts Agreement and any Junior Lien Intercreditor Agreement and authorizes and directs each of the ABL Intercreditor Agreement on Collateral Agent, the Issue Date, Collateral Custodian and the Trustee to perform its respective obligations and exercise its respective rights under and in accordance with the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and Agreements to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall controlwhich it is a party. The Company Co-Issuers and the Guarantors shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral 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 18.0113.01, to assure and confirm to the Notes Collateral Agent the a first-priority security interest in the Collateral contemplated herebyCollateral, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On The Co-Issuers and Spirit shall, in each case at their own expense, (A) promptly execute and deliver (or following cause such Subsidiary to execute and deliver) to the Issue Date Collateral Agent such documents and take such actions to create, grant, establish, preserve and perfect the applicable priority Liens (subject to the Pari Passu Intercreditor Agreement, the Company Permitted Liens) (including to obtain any release or termination of Liens not permitted under Section 4.10 and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to filing of UCC financing statements), agreements and instrumentsas applicable) in favor of the Collateral Agent for the benefit of the Senior Secured Parties on such assets of such Co-Issuer or such other Guarantor, as applicable, to secure the Obligations to the extent required under the applicable Collateral Documents, and take all further action to ensure that may such Collateral shall be required under applicable law, or that subject to no other Liens other than any Permitted Liens and (B) if reasonably requested by the Trustee or the Collateral Agent, deliver to the Trustee, for the benefit of the Trustee, the Notes Secured Parties, the Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long Custodian, a customary written opinion of counsel to such Co-Issuer or such other Guarantor, as there are outstanding any Credit Facility Obligationsapplicable, no actions shall be required to be taken with respect to the perfection matters described in clause (A) of the security interests this Section 13.01, in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. each case within twenty (b20) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, Business Days after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect addition of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral DocumentsCollateral.

Collateral Documents. (a) The due and punctual payment of the principal Accreted Value of, premium if any, and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, 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 Note Guarantors Guarantors, as the case may be, to the Holders, Holders or the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements Notes and the Collateral DocumentsNote Guarantees, according to the terms hereunder or thereunder, shall be secured secured, subject to the Intercreditor Agreement, as provided in the Collateral Documents, which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. Each HolderHolder of Notes, by accepting a Noteits acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement (including including, without limitation, the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) and as the Intercreditor Agreements, each as same may be in effect or may be amended from time to time in accordance with its terms and this Indentureterms, initially appoints Citibank, N.A. (not in its individual capacity but solely as Collateral Agent) to act as the “Collateral Agent” thereunder and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement Documents and the ABL Trustee to enter into the Intercreditor Agreement on the Issue Date, and terms set forth in the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the next sentence provisions of this Section 18.01the Collateral Documents and the Intercreditor Agreement, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and , subject to the Pari Passu Intercreditor Agreement. The Company shall take, or shall cause the Guarantors to take, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Company and Guarantors hereunder, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Agent, subject to the terms set forth in the Intercreditor Agreement, superior to and prior to the rights of all third Persons other than as set forth in the Intercreditor Agreement and Liens permitted under Section 4.09(4). In the event of a conflict between this Indenture and the Intercreditor Agreement, the Company and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Intercreditor Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documentsgovern.

Collateral Documents. (a) The due and punctual payment of the principal of, premium premium, if any, and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Company and the Note Subsidiary Guarantors to the Holders, holders of the Outstanding Notes or the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements Guarantees and the Collateral DocumentsNotes, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms subject to Section 15.4 hereof. Each holder of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. Each HolderOutstanding Notes, by accepting its acceptance of a Note, consents and agrees to the terms of the Collateral Documents (including including, without limitation, the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) and as the Intercreditor Agreements, each as same may be in effect or may be amended from time to time in accordance with its the terms thereof and this Indenture, hereof and authorizes and directs the Notes Collateral Agent Trustee to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and each of the Collateral Documents and (including the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, ) and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company and each Subsidiary Guarantor shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the next sentence provisions of this Section 18.01the Collateral Documents, to assure and confirm to the Notes Collateral Agent Trustee the security interest in the Collateral contemplated hereby, hereby and by the Collateral Documents or any part thereofDocuments, 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. On The Company and each Subsidiary Guarantor shall take any and all actions necessary, or following reasonably requested by the Issue Date Trustee, to cause the Collateral Documents to create and subject to maintain, as security of the Pari Passu Intercreditor Agreement, Obligations of the Company and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters each Subsidiary Guarantor under this Indenture and the Notes, valid and enforceable, perfected (except as expressly provided therein), Liens in and on all the Collateral Documents. It (and in all assets and properties of the Company and any Subsidiary Guarantor, whether real, personal or mixed, tangible or intangible, which under this Indenture or any Collateral Documents is understood required to be included in the Collateral), in favor of the Trustee, superior to and agreed that prior to the discharge rights of all third Persons except as permitted by Section 12.9 and the ABL ObligationsCollateral Documents (including pari passu Indebtedness permitted under the Intercreditor Agreement). Unless an Event of Default shall have occurred and be continuing, the Trustee shall (in the absence of bad faith) not be required to take any action, or to require the Company to take any action, to maintain the extent priority or perfection of any Liens in the Collateral, other than as set forth in the following two sentences. In the event that the ABL Agent Trustee receives an Opinion of Counsel or an Officer’s Certificate or a written notice from the Company or any holder of Outstanding Notes delivered pursuant to this Indenture requesting the Trustee to take any action, or stating that any action is satisfied with or agrees to any deliveries or documents required to be provided taken, in respect order to maintain the priority or perfection of any matters relating to of the ABL Priority Collateral or makes any determination Liens of the Trustee in respect of any matters relating to the ABL Priority Collateral (includingCollateral, without limitation, extensions of time or waivers for the creation and perfection of security interests inTrustee shall take such actions, or the obtaining cause such actions to be taken, as are set forth in such Opinion of title insuranceCounsel, legal opinions Officer’s Certificate or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent written notice. The Trustee shall be deemed not to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect know of any such matters under change in the ABL Credit Agreement shall be deemed to be law requiring the judgment of the Notes Collateral Agent in respect taking of such matters under action unless such change is set forth in a subsequent Opinion of Counsel or Officer’s Certificate delivered pursuant to this Indenture and or the Collateral DocumentsDocuments or a written notice from the Company or holder of Outstanding Notes.

Collateral Documents. (a) 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 an Interest Payment Date, at maturity, by acceleration, repurchase, redemption repurchase or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations Obligations of the Company Pubco and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral DocumentsDocuments (upon the entry into such documents), which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company Pubco and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the Intercreditor AgreementsDocuments. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements), each as may be in effect or may be amended from time to time in accordance with its their terms and this Indenture, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on or following the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company Pubco shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral 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 18.0113.1, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor AgreementDate, the Company Pubco and the Note Guarantors shallshall execute, at their sole expense, execute file or cause the filing of any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), law in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required Collateral and cause the Collateral Requirement to be taken with respect and remain satisfied. (b) Notwithstanding anything to the perfection of contrary herein, the security interests in the Collateral to securing the extent such actions are Notes will not be required to be taken with respect to in place on the Credit Agreement. Such security interest Issue Date and Liens will not be created under perfected on such date, provided, that; Pubco, or the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge applicable Digital Assets Subsidiary, shall grant control of the Credit Facility Obligations, to the extent that the Credit Agreement Digital Assets and/or Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating Accounts to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, Agent no later than 30 days after the Issue Date), such that, immediately after giving effect thereto, the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment value of the Credit Agreement Collateral Agent subject to a control agreement results in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes a Loan-to-Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It Ratio that is understood and agreed that prior less than or equal to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Loan-to-Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral DocumentsRatio Compliance Level.

Collateral Documents. (a) The due Each Lender authorizes the Agent to enter into the Pledge Agreements and punctual payment each of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations of the Company and the Note Guarantors to the HoldersCollateral documents contemplated thereby (collectively, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the "Collateral Documents") to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Holder of Secured Obligations (other than the Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, according to it being understood and agreed that such rights and remedies may be exercised solely by the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the HoldersHolders of Secured Obligations upon the terms of the Collateral Documents. (b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Trustee Agent is hereby authorized to execute and deliver on behalf of the Notes Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Agent on behalf of the Holders of Secured Obligations. (c) The Lenders hereby authorize the Agent, at its option and in its discretion, to (y) release any Lien granted to or held by the Agent upon any Collateral and/or (z) release any Guarantor from its obligations under the Guaranty (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) in connection with any transaction permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) in connection with any transaction approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Agent at any time, the Lenders will confirm in writing the Agent's authority to release particular types or items of Collateral pursuant to this SECTION 11.12(c). (d) Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Collateral Documents and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees to the terms Required Lenders or all of the Collateral Documents Lenders, as applicable, or consummation of any transaction involving the sale of all or substantially all of the assets of a Guarantor and upon at least five Business Days' prior written request by the Borrower, the Agent shall (including and is hereby irrevocably authorized by the provisions providing for the possession, use, release and foreclosure of CollateralLenders to) and the Intercreditor Agreements, each execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Holders of Secured Obligations herein or pursuant hereto upon the Collateral that was sold or transferred or evidence the release of the applicable Guarantor from its obligations under the Guaranty; PROVIDED, HOWEVER, that (i) the Agent shall not be required to execute any such document on terms which, in effect or may be amended from time to time in accordance with its terms and this Indenturethe Agent's opinion, and authorizes and directs would expose the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do liability or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 18.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under create any obligation or duty to make entail any consequence other than the release of such request)Liens without recourse or warranty, and (ii) such release shall not in order to grantany manner discharge, preserve, maintain, protect and perfect affect or impair the Secured Obligations any other Guarantor's obligations under the Guaranty or any Liens upon (or continue obligations of the perfection Borrower or any Subsidiary in respect of) all interests retained by the validity and priority Borrower or any Subsidiary, including (without limitation) the proceeds of the Liens and security interests created or intended sale, all of which shall continue to be created by the Collateral Documents in constitute part of the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents.

Collateral Documents. (a) 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 an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations of the Company and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and Each Purchaser hereby further authorizes the Collateral DocumentsAgent, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms on behalf of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the HoldersPurchasers, to enter into each Collateral Document as secured party and to be the agent for and representative of the Purchasers under the Guaranty Agreement, and each Purchaser agrees to be bound by the terms of each Collateral Document and the Guaranty Agreement. The Collateral Agent shall not (a) enter into or consent to any amendment, modification, termination or waiver of any provision contained in any Collateral Document, the Trustee and the Notes Guaranty Agreement or (b) release any Collateral Agent and (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior written consent of the Requisite Purchasers; provided, further, however, that, without further written consent or authorization from the Purchasers, the Collateral Agent may execute any documents or instruments necessary to release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which the Requisite Purchasers have otherwise consented in writing. Anything contained in any of the Note Documents to the contrary notwithstanding, the Note Parties, the Collateral Agent and each Purchaser hereby agree that (1) no Purchaser shall have any right individually to realize upon any of the Collateral under the Collateral Documents or to enforce the Guaranty Agreement, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Intercreditor Agreements. Each Holder, Guaranty Agreement may be exercised solely by accepting a Note, consents and agrees to the Collateral Agent for the benefit of the Purchasers in accordance with the terms thereof, and (2) in the event of a foreclosure by the Collateral Agent on any of the Collateral Documents (including pursuant to a public or private sale, the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each as Collateral Agent or any Purchaser may be in effect the purchaser of any or may be amended from time to time in accordance with its terms and this Indenture, and authorizes and directs the Notes all of such Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, at any such sale and the Collateral Documents Agent, as agent for and representative of the Permitted Junior Intercreditor AgreementPurchasers (but not any Purchaser or the Purchasers in its or their respective individual capacities unless the Requisite Purchasers shall otherwise agree in writing) shall be entitled, if any, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any time after the Issue Datesuch public sale, if applicable, to use and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, apply any of the other Note Obligations as a credit on account of the purchase price for any Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral 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 18.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, payable by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company and the Note Guarantors shall, Agent at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documentssale. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents.

Collateral Documents. (a) The due and punctual payment of the principal of, premium interest and interest additional interest, if any, on and Additional Amounts with respect to the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium interest and interest additional interest, if any, on and Additional Amounts with respect to the Notes and performance of all other obligations Obligations of the Company and the Note Guarantors Restricted Subsidiaries to the Holders, Holders or the Trustee or the Notes Collateral Agent under this Indenture, Indenture and the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall are and will be secured as provided in the Collateral Documents, Documents which define the terms of the Liens Lien that secure secures the Obligations under this Indenture and the Notes Obligations, and provide that the Lien granted thereunder secures the Obligations under this Indenture and the Notes on a second-priority basis subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the Intercreditor AgreementsDocuments. Each Holder, by accepting its acceptance of a Note, consents and agrees to all of the terms of the Collateral Documents (including the provisions providing for the possession, use, exercise of remedies and release and foreclosure of Collateral) and as the Intercreditor Agreements, each as same may be in effect or may be amended from time to time in accordance with its terms and this Indentureterms, and authorizes and directs the Notes Collateral Agent Trustee to enter into the Intercreditor and Collateral Agency Agreement, to perform or cause to be performed obligations and exercise rights thereunder in accordance therewith, to bind the Holders as set forth therein and to appoint any other agent to act on behalf of the Trustee and Holders of Notes. Each Holder, by its acceptance of a Note, consents and agrees to the Collateral and Intercreditor Agent acting as its agent for purposes and under the terms of each of the Collateral Documents, and agrees to the terms thereof and permits the Collateral and Intercreditor Agent to appoint any other agent to act on behalf of the Collateral and Intercreditor Agent and the Holders of Notes. To the extent permitted by, and subject to the terms of, the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent Trustee copies of all documents required delivered from time to be filed time to the Collateral and Intercreditor Agent pursuant to the Intercreditor and Collateral DocumentsAgency Agreement, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 18.0113.1, to assure and confirm to the Notes Collateral Agent Trustee the security interest in Liens upon the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes Obligations secured hereby, according to the intent and purposes herein and therein expressed. On or following The Trustee, Company and the Issue Date Restricted Subsidiaries hereby acknowledge and agree that the Collateral and Intercreditor Agent holds the Collateral for the ratable benefit of, and as agent for, the Holders and the Trustee subject to the Pari Passu Intercreditor Agreement, the Company and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority terms of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents.

Collateral Documents. (a) The due and punctual payment Each Lender authorizes the Administrative Agent to enter into, on behalf of each such Lender, each of the principal ofCollateral Documents to which it is a party, premium and interest to take all action contemplated by each of such documents. Each Lender agrees that no Holder of Secured Obligations (other than the Administrative Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the Holders of Secured Obligations. (b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized to execute and deliver on behalf of the Notes when Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and as perfect a Lien on such Collateral in favor of the same shall be due and payable, whether on an Interest Payment DateAdministrative Agent. (c) The Lenders hereby authorize the Administrative Agent, at maturityits option and in its discretion, to release any Lien granted to or held by acceleration, repurchase, redemption or otherwise, the Administrative Agent upon any Collateral and interest on to release any Guarantor from its obligations under any Loan Document (i) upon termination of the overdue principal of, premium Revolving Loan Commitments and interest on the Notes payment and performance satisfaction of all other obligations of the Company Obligations (other than obligations to pay fees and expenses with respect to which the Note Guarantors to the HoldersBorrower has not received an invoice, the Trustee contingent indemnity obligations and other contingent obligations, Rate Management Obligations and Banking Services Obligations) at any time arising under or in respect of this Agreement or the Notes Collateral Agent under this IndentureLoan Documents or the transactions contemplated hereby or thereby; (ii) as permitted by, the Notesbut only in accordance with, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes Obligationsapplicable Loan Document; or (iii) if approved, subject authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this Section 10.15. (d) Upon any sale or transfer of assets constituting Collateral, or the consummation of any transaction pursuant to which a Guarantor ceases to be a Required Guarantor Subsidiary, in each case which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Intercreditor Agreements. The TrusteeRequired Lenders or all of the Lenders, as applicable, the Company and security interest in such Collateral shall be automatically released or such Guarantor shall be automatically released from its obligations under the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (orLoan Documents, as the case may be. In connection with any such release, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as direct representative) may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Holders, the Trustee and the Notes Collateral Agent and Holders of Secured Obligations herein or pursuant to the terms of hereto upon the Collateral Documents and that was sold or transferred or the Intercreditor Agreements. Each Holderrelease of such Guarantor from its obligations under the Loan Documents, by accepting a Noteas the case may be; provided, consents and agrees however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the terms of Administrative Agent's opinion, would expose the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each as may be in effect or may be amended from time to time in accordance with its terms and this Indenture, and authorizes and directs the Notes Collateral Administrative Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do liability or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 18.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under create any obligation or duty to make entail any consequence other than the release of such request)Liens or such Guarantor without recourse or warranty, and (ii) such release shall not in order to grantany manner discharge, preserve, maintain, protect and perfect affect or impair the Secured Obligations or any Liens upon (or continue obligations of the perfection Borrower or any Subsidiary in respect of) all interests retained by the validity and priority Borrower or any Subsidiary, including (without limitation) the proceeds of the Liens and security interests created or intended sale, all of which shall continue to be created by the Collateral Documents in constitute part of the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents.

Collateral Documents. (a) The due and punctual payment Each Lender authorizes the Agent to enter into each of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations of the Company and the Note Guarantors Collateral Documents to which it is a party (including Amendment No. 2 to the HoldersSecurity Agreement) and to take all action contemplated by such documents. Each Lender agrees that no Holder of Secured Obligations (other than the Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and agreed that such rights and remedies may be exercised solely by the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the HoldersHolders of Secured Obligations upon the terms of the Collateral Documents. (b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Trustee Agent is hereby authorized to execute and deliver on behalf of the Notes Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Agent on behalf of the Holders of Secured Obligations. (c) The Lenders hereby authorize the Agent, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral (i) upon termination of the Aggregate Revolving Loan Commitment and payment and satisfaction of all of the Obligations (other than contingent indemnity obligations and Rate Management Obligations) at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Agent at any time, the Lenders will confirm in writing the Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.15. (d) Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Collateral Documents Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees Borrower to the terms of Agent, the Collateral Documents Agent shall (including and is hereby irrevocably authorized by the provisions providing for the possession, use, release and foreclosure of CollateralLenders to) and the Intercreditor Agreements, each execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Holders of Secured Obligations herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in effect or may be amended from time to time in accordance with its terms and this Indenturethe Agent’s opinion, and authorizes and directs would expose the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do liability or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 18.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under create any obligation or duty to make entail any consequence other than the release of such request)Liens without recourse or warranty, and (ii) such release shall not in order to grantany manner discharge, preserve, maintain, protect and perfect affect or impair the Secured Obligations or any Liens upon (or continue obligations of the perfection Borrower or any Subsidiary Guarantor in respect of) the validity and priority of the Liens and security all interests created or intended to be created retained by the Collateral Documents in the Collateral; provided that for so long as there are outstanding Borrower or any Credit Facility ObligationsSubsidiary Guarantor, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment proceeds of the Credit Agreement Collateral Agent in respect sale, all of any such matters under the Credit Agreement which shall be deemed continue to be the judgment constitute part of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral DocumentsCollateral.

Collateral Documents. (a) The due and punctual payment Each Lender authorizes the Administrative Agent to enter into each of the principal ofCollateral Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Holder of Secured Obligations (other than the Administrative Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, premium it being understood and interest on agreed that such rights and remedies may be exercised solely by the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations of the Company and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Administrative Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the HoldersHolders of Secured Obligations upon the terms of the Collateral Documents. (b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Trustee Administrative Agent is hereby authorized to execute and deliver on behalf of the Notes Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Holders of Secured Obligations. (c) The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments and payment and satisfaction of all of the Obligations (other than contingent indemnity obligations and Rate Management Obligations) at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this Section 10.16. (d) Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Collateral Documents Required Lenders or all of the Lenders, as applicable, and upon at least five Business Days' prior written request by the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees Borrower to the terms of Administrative Agent, the Collateral Documents Administrative Agent shall (including and is hereby irrevocably authorized by the provisions providing for the possession, use, release and foreclosure of CollateralLenders to) and the Intercreditor Agreements, each execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Holders of Secured Obligations herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in effect or may be amended from time to time in accordance with its terms and this Indenturethe Administrative Agent's opinion, and authorizes and directs would expose the Notes Collateral Administrative Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do liability or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 18.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under create any obligation or duty to make entail any consequence other than the release of such request)Liens without recourse or warranty, and (ii) such release shall not in order to grantany manner discharge, preserve, maintain, protect and perfect affect or impair the Secured Obligations or any Liens upon (or continue obligations of the perfection Borrower or any Subsidiary in respect of) all interests retained by the validity and priority Borrower or any Subsidiary, including (without limitation) the proceeds of the Liens and security interests created or intended sale, all of which shall continue to be created by the Collateral Documents in constitute part of the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents.

Collateral Documents. (a) The due and punctual payment Each Lender authorizes the Administrative Agent to enter into each of the principal ofCollateral Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Holder of Secured Obligations (other than the Administrative Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, premium it being understood and interest on agreed that such rights and remedies may be exercised solely by the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations of the Company and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Administrative Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the HoldersHolders of Secured Obligations upon the terms of the Collateral Documents. (b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Trustee Administrative Agent is hereby authorized to execute and deliver on behalf of the Notes Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Holders of Secured Obligations. (c) The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments and payment and satisfaction of all of the Obligations (other than contingent indemnity obligations and Rate Management Obligations) at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.16. (d) Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Collateral Documents Required Lenders or all of the Lenders, as applicable, and upon at least five Business Days’ prior written request by the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees Borrower to the terms of Administrative Agent, the Collateral Documents Administrative Agent shall (including and is hereby irrevocably authorized by the provisions providing for the possession, use, release and foreclosure of CollateralLenders to) and the Intercreditor Agreements, each execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Holders of Secured Obligations herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in effect or may be amended from time to time in accordance with its terms and this Indenturethe Administrative Agent’s opinion, and authorizes and directs would expose the Notes Collateral Administrative Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do liability or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 18.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under create any obligation or duty to make entail any consequence other than the release of such request)Liens without recourse or warranty, and (ii) such release shall not in order to grantany manner discharge, preserve, maintain, protect and perfect affect or impair the Secured Obligations or any Liens upon (or continue obligations of the perfection Borrower or any Subsidiary in respect of) all interests retained by the validity and priority Borrower or any Subsidiary, including (without limitation) the proceeds of the Liens and security interests created or intended sale, all of which shall continue to be created by the Collateral Documents in constitute part of the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents.

Collateral Documents. (a) The due and punctual payment of the principal of, premium of and interest and Liquidated Damages, if any, on the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest and Liquidated Damages (to the extent permitted by law), if any, on the Notes and the Note Guarantees and performance of all other obligations of the Company and the Note Guarantors to the Holders, Holders of Notes or the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements Notes and the Collateral DocumentsNote Guarantees, according to the terms hereunder or thereunder, shall be are secured as provided in the Collateral Documents, Documents which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (orGuarantors, as applicable, will enter into on the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the Intercreditor AgreementsAcquisition Date. Each HolderHolder of Notes, by accepting a Noteits acceptance thereof, consents and agrees to the terms of the Collateral Documents (including including, without limitation, the provisions providing for the possession, use, foreclosure and release and foreclosure of Note Collateral) and as the Intercreditor Agreements, each as same may be in effect or may be amended from time to time in accordance with its terms and this Indenture, and authorizes and directs the Trustee for the benefit of the Holders of the Notes and the Collateral Agent Agent, as applicable, to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall will deliver to the Notes Collateral Agent Trustee copies of all documents required delivered to be filed the Collateral Agent pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the next sentence provisions of this Section 18.01the Collateral Documents, to assure and confirm to the Notes Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and Note Guarantees secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the The Company and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instrumentswill take, and take all further action that may be required under applicable lawwill cause its Subsidiaries to take, or that upon request of the Trustee or the Notes Collateral Agent may Agent, any and all actions reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty required to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by cause the Collateral Documents in to create and maintain, as security for the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection Obligations of the security interests Company hereunder, a valid and enforceable perfected second priority Lien in and on all the Note Collateral, in favor of the Trustee for the benefit of the Holders of Notes and the Collateral Agent, superior to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge rights of the Credit Facility Obligations, all third Persons and subject to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation no other Liens other than First Lien Obligations and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral DocumentsPermitted Liens.

Collateral Documents. (a) The due and punctual payment of the principal of, premium interest and interest additional interest, if any, on and Additional Amounts with respect to the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium interest and interest additional interest, if any, on and Additional Amounts with respect to the Notes and performance of all other obligations Obligations of the Company and the Note Guarantors Restricted Subsidiaries to the Holders, Holders or the Trustee or the Notes Collateral Agent under this Indenture, Indenture and the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall are and will be secured as provided in the Collateral Documents, Documents which define the terms of the Liens Lien that secure secures the Obligations under this Indenture and the Notes Obligations, and provide that the Lien granted thereunder secures the Obligations under this Indenture and the Notes on a first-priority basis subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the Intercreditor AgreementsDocuments. Each Holder, by accepting its acceptance of a Note, consents and agrees to all of the terms of the Collateral Documents (including the provisions providing for the possession, use, exercise of remedies and release and foreclosure of Collateral) and as the Intercreditor Agreements, each as same may be in effect or may be amended from time to time in accordance with its terms and this Indentureterms, and authorizes and directs the Notes Collateral Agent Trustee to enter into the Intercreditor and Collateral Agency Agreement, to perform or cause to be performed obligations and exercise rights thereunder in accordance therewith, to bind the Holders as set forth therein and to appoint any other agent to act on behalf of the Trustee and Holders of Notes. Each Holder, by its acceptance of a Note, consents and agrees to the Collateral and Intercreditor Agent acting as its agent for purposes and under the terms of each of the Collateral Documents, and agrees to the terms thereof and permits the Collateral and Intercreditor Agent to appoint any other agent to act on behalf of the Collateral and Intercreditor Agent and the Holders of Notes. To the extent permitted by, and subject to the terms of, the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent Trustee copies of all documents required delivered from time to be filed time to the Collateral and Intercreditor Agent pursuant to the Intercreditor and Collateral DocumentsAgency Agreement, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 18.0111.1, to assure and confirm to the Notes Collateral Agent Trustee the security interest in Liens upon the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes Obligations secured hereby, according to the intent and purposes herein and therein expressed. On or following The Trustee, Company and the Issue Date Restricted Subsidiaries hereby acknowledge and agree that the Collateral and Intercreditor Agent holds the Collateral for the ratable benefit of, and as agent for, the Holders and the Trustee subject to the Pari Passu Intercreditor Agreement, the Company and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority terms of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents.

Collateral Documents. (a) The due and punctual payment of the principal of, premium on, if any, and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest on the Notes and performance of all other obligations Notes Obligations of the Company Issuer and the Note Guarantors to the Holders, Holders of the Notes or the Trustee or the Notes and/or Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents(as applicable), according to the terms hereunder or thereunderof this Indenture, the Notes and the Guarantees, shall be secured as provided in the Collateral Documents, which the Issuer and the Guarantors entered into on the Issue Date and which define the terms of the Liens that secure the Notes Obligations, subject to the terms of the First Lien Intercreditor AgreementsAgreement. The Trustee, the Company Issuer and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the First Lien Intercreditor AgreementsAgreement. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor AgreementsAgreement, each as may be in effect or may be amended from time to time in accordance with its their terms and the terms of this Indenture, and authorizes and directs the Notes Collateral Agent and/or the Trustee, as applicable, to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement Documents and the ABL First Lien Intercreditor Agreement on the Issue Date, and and, at any time after the Collateral Documents and the Permitted Junior Intercreditor AgreementIssue Date, if anyapplicable, any Junior Lien Intercreditor Agreement in respect of permitted Junior Lien Obligations, and any amendments, supplements, and/or joinders to the foregoing to which it is a party, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company Issuer shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will shall do or cause to be done all such acts and things as may be reasonably necessary, proper, or as may be required by the next sentence of this Section 18.01Collateral Documents, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu First Lien Intercreditor Agreement, the Company Issuer and the Note Guarantors shall, at their sole expense, shall execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, make all filings (including filings of financing statements under the UCC and continuation statements and amendments to such financing statements that may be necessary to continue the effectiveness of such financing statements), and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), law in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required subject to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documentsPermitted Liens. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents.

Collateral Documents. (a) The due Each Lender and punctual payment the Administrative Agent authorizes the Collateral Agent to enter into each of the principal ofCollateral Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Secured Parties (other than the Collateral Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, premium it being understood and interest on agreed that such rights and remedies may be exercised solely by the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations of the Company and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to Secured Parties upon the terms of the Collateral Documents and the Intercreditor Agreements. Each HolderAgreement. (b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, by accepting a Note, consents and agrees the Collateral Agent is hereby authorized (subject to the terms of the Intercreditor Agreement) to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral Documents (including in favor of the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each as may be in effect or may be amended from time to time in accordance with its terms and this Indenture, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any behalf of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver Secured Parties. (c) Subject to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral 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 18.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and terms of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company Lenders and the Note Guarantors shallAdministrative Agent hereby authorize the Collateral Agent, at their sole expenseits option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Commitments and payment and satisfaction of all of the Obligations (other than contingent indemnity obligations, Banking Services Obligations and Rate Management Obligations) at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Collateral Agent at any time, the Lenders and the Administrative Agent will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section. (d) Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five Business Days’ prior written request by the Borrower to the Collateral Agent, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders and the Administrative Agent to), subject to the terms of the Intercreditor Agreement, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that such documents as may be required under applicable law, or that necessary to evidence the Trustee or release of the Notes Liens granted to the Collateral Agent may reasonably request for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (it being understood that neither i) the Trustee nor the Notes Collateral Agent is under shall not be required to execute any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to liability or create any obligation or duty to make entail any consequence other than the release of such request)Liens without recourse or warranty, and (ii) such release shall not in order to grantany manner discharge, preserve, maintain, protect and perfect affect or impair the Secured Obligations or any Liens upon (or continue obligations of the perfection Borrower or any Restricted Subsidiary in respect of) all interests retained by the validity and priority Borrower or any Restricted Subsidiary, including (without limitation) the proceeds of the Liens and security interests created or intended sale, all of which shall continue to be created by the Collateral Documents in constitute part of the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (be) It is understood Each Lender hereby directs, in accordance with the terms of this Agreement, the Agents: (i) to release any Guarantor from its obligations under the Guaranty Agreement and agreed that prior to any Collateral Document (including the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect release of any matters relating to the Lien granted by such Guarantor under any such Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including Document) in connection with assets acquired, (x) the designation of such Guarantor as an Unrestricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary” or Subsidiaries formed or acquired, after (y) the Issue Date), execution by any Subsidiary of Propel Acquisition LLC of an agreement evidencing Propel Indebtedness the Notes Collateral Agent shall be deemed to be satisfied with terms of which prohibit such deliveries and/or documents and the judgment Subsidiary from providing a guaranty of the Credit Agreement Collateral Agent Obligations or the granting of security in respect thereto and (ii) to execute and deliver or file or authorize the filing of such documents, statements and instruments and do such other things as are necessary to release such Guarantor from such obligations (and to release such Liens) pursuant to this clause (e) promptly upon the effectiveness of any such matters under release. Upon request by any Agent at any time, the Credit Agreement Lenders shall be deemed confirm in writing each Agent’s authority to be release the judgment applicable Guarantor pursuant to this clause (e). (f) No agreement shall amend, modify or otherwise affect the rights or duties of the Notes Collateral Agent in respect without the prior written consent of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral DocumentsAgent.

Collateral Documents. (a) The due and punctual payment of the principal of, of and interest and premium and interest Liquidated Damages, if any, on the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, of and interest and premium and interest Liquidated Damages (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Company Issuers and the Note Guarantors to the Holders, Holders of Notes or the Trustee or the Notes Collateral Agent under this Indenture, Indenture and the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be are secured as provided in the Collateral Documents, Documents which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company Issuers and the Note Guarantors hereby acknowledge and agree that have entered into prior to or simultaneously with the Notes Collateral Agent holds the Collateral in trust execution of this Indenture (orincluding, as the case may bewithout limitation, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the Intercreditor Agreementslisted on Exhibit G hereto). Each HolderHolder of Notes, by accepting a Noteits acceptance thereof, consents and agrees to the terms of the Collateral Documents (including including, without limitation, the provisions providing for foreclosure and release of Collateral and limitations on exercise of rights and remedies) as the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each as same may be in effect or may be amended from time to time in accordance with its the terms of this Indenture and this Indenture, the Collateral Documents and authorizes and directs the Notes Collateral Agent Trustee to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents The Issuers and this Indenture, the applicable Intercreditor Agreement shall control. The Company Guarantors shall deliver to the Notes Collateral Agent Trustee copies of all documents required delivered to be filed the Collateral Agent pursuant to the Collateral Documents, Documents and will the Issuers shall do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the next sentence provisions of this Section 18.01the Collateral Documents, to assure and confirm to the Notes Collateral Agent Trustee the security interest interests in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available (subject to the terms of the Intercreditor Agreement) for the security and benefit of this Indenture and of Indenture, the Notes and the Note Guarantees secured herebyby the Collateral Documents, according to the intent and purposes herein therein expressed. On or following the Issue Date and subject Subject to the Pari Passu terms of the Intercreditor Agreement, the Company Issuers shall take, and shall cause the Note Guarantors shallRestricted Subsidiaries that are party to one or more Collateral Documents to take, at their sole expenseupon request of the Trustee, execute any and all further documents, financing statements (including continuation statements actions reasonably required to cause the Collateral Documents to create and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue as security for the perfection of) the validity and priority Obligations of the Liens Issuers hereunder and security interests created or intended to be created of the Guarantors under the Note Guarantees, a valid and enforceable perfected Lien of the priority required by the Collateral Documents in and on all the Collateral; provided that , in favor of the Trustee for so long as there are outstanding any Credit Facility Obligationsthe benefit of the Holders of Notes, no actions shall be required superior to be taken with respect and prior to the perfection rights of all third Persons, in each case, equal and ratable with the Liens securing the obligations under the Credit Agreement and subject to Permitted Liens and the terms of the security interests in Intercreditor Agreement. For the Collateral avoidance of doubt, the obligations of the Issuers and the Guarantors under this Indenture and the Notes are not secured by the deeds of trust entered into prior to the extent such actions are not required date hereof to be taken with respect to secure the Credit Agreement. Such security interest and Liens will be created under , the Collateral Documents and other security agreements and other instruments and documents2017 Notes, the 7 7/8% 2020 Notes or the 7 3/4% 2020 Notes. (b) It is understood Without limiting the generality of the foregoing, each Holder by accepting a Note agrees that, as described in the Deeds of Trust and agreed that prior the Pledge and Security Agreement, each of the Deeds of Trust and Pledge and Security Agreement and any other document or instrument pursuant to which the Issuers or any Affiliate thereof from time to time grants a Lien to the discharge Trustee or the Holders or an agent or representative on their behalf to secure their obligations hereunder (collectively, the “Security Documents”) are “Shared Security Documents,” and that the Trustee is authorized and directed by each Holder to treat and the Trustee and each such Holder agrees that it will treat the same as “Shared Security Documents” under and as defined in the Intercreditor Agreement and subject to the terms thereof for all purposes, including without limitation, for purposes of amending, modifying, varying or waiving any provision thereof, releasing any collateral thereunder, exercising any rights or remedies thereunder, directing the Collateral Agent thereunder to take any action thereunder or with respect thereto, removing the Collateral Agent and for purposes of sharing the proceeds of the collateral thereunder with the other First Lien Secured Parties. In furtherance of the foregoing, the Trustee shall (and is hereby authorized to) take or instruct the Collateral Agent thereunder to take such actions under the Security Documents or related thereto as requested by the Required Secured Parties from time to time, and notwithstanding any provision in this Indenture to the contrary, unless all debt secured by the Security Documents has been Discharged, the Trustee will not release or instruct the Collateral Agent thereunder to release any Collateral unless such release has been consented to by each other Project Credit Facility ObligationsParty or such Collateral has been released from the Lien securing the obligations owed to all other First Lien Secured Parties. The Holders hereby designate and direct the Trustee to designate, and the Trustee hereby designates Deutsche Bank Trust Company Americas as its collateral agent to act as specified in and under the Intercreditor Agreement, this Indenture, the Security Documents and any other such documents or instruments entered into by Deutsche Bank Trust Company Americas (and its successors) as the collateral agent for the benefit of the Trustee and the Holders. In addition, regardless of whether required by the Intercreditor Agreement, each Holder hereby agrees that to the extent that the Credit Holders obtain a recovery under a title insurance policy that insures the Deeds of Trust, and such recovery would result in the Holders receiving a greater percentage recovery on the Notes (relative to the outstanding principal amount of the Notes) than the corresponding percentage recovery that will be obtained by the other First Lien Secured Parties that are parties to (or whose representative is party to) the Intercreditor Agreement Collateral Agent is satisfied as of the date of this Indenture (after giving effect to Section 8 of the Intercreditor Agreement and the title insurance proceeds received by such other First Lien Secured Parties from their policies of title insurance) in connection with the exercise of remedies or agrees other event or loss that gave rise to any deliveries or documents required to be provided in respect the recovery obtained by the Holders, then the Holders will turn over a portion of any matters relating such proceeds to the Collateral or makes any determination Agent for distribution to such other First Lien Secured Parties in respect of any matters relating amounts necessary to ensure that each such party receives a similar percentage recovery (relative to the Collateral (including, without limitation, extensions outstanding principal amount of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with First Lien Secured Obligations then held by such deliveries and/or documents party) from such proceeds. The Issuers and the judgment Guarantors hereby consent to the foregoing provisions. Each Project Credit Party is an express beneficiary of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture Section 10.01(b) and the Collateral Documents. It is understood and agreed that prior to provisions of this Section 10.01(b) may not be amended or modified without the discharge consent of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL each Project Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral DocumentsParty.

Collateral Documents. (a) The due and punctual payment of the principal of, of and interest and premium and interest Liquidated Damages, if any, on the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, of and interest and premium and interest Liquidated Damages (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Company Issuers and the Note Guarantors to the Holders, Holders of Notes or the Trustee or the Notes Collateral Agent under this Indenture, Indenture and the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be are secured as provided in the Collateral Documents, Documents which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company Issuers and the Note Guarantors hereby acknowledge and agree that have entered into prior to or simultaneously with the Notes Collateral Agent holds the Collateral in trust execution of this Indenture (orincluding, as the case may bewithout limitation, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the Intercreditor Agreementslisted on Exhibit G hereto). Each HolderHolder of Notes, by accepting a Noteits acceptance thereof, consents and agrees to the terms of the Collateral Documents (including including, without limitation, the provisions providing for foreclosure and release of Collateral and limitations on exercise of rights and remedies) as the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each as same may be in effect or may be amended from time to time in accordance with its the terms of this Indenture and this Indenture, the Collateral Documents and authorizes and directs the Notes Collateral Agent Trustee to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents The Issuers and this Indenture, the applicable Intercreditor Agreement shall control. The Company Guarantors shall deliver to the Notes Collateral Agent Trustee copies of all documents required delivered to be filed the Collateral Agent pursuant to the Collateral Documents, Documents and will the Issuers shall do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the next sentence provisions of this Section 18.01the Collateral Documents, to assure and confirm to the Notes Collateral Agent Trustee the security interest interests in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available (subject to the terms of the Intercreditor Agreement) for the security and benefit of this Indenture and of Indenture, the Notes and the Note Guarantees secured herebyby the Collateral Documents, according to the intent and purposes herein therein expressed. On or following the Issue Date and subject Subject to the Pari Passu terms of the Intercreditor Agreement, the Company Issuers shall take, and shall cause the Note Guarantors shallRestricted Subsidiaries that are party to one or more Collateral Documents to take, at their sole expenseupon request of the Trustee, execute any and all further documents, financing statements (including continuation statements actions reasonably required to cause the Collateral Documents to create and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue as security for the perfection of) the validity and priority Obligations of the Liens Issuers hereunder and security interests created or intended to be created of the Guarantors under the Note Guarantees, a valid and enforceable perfected Lien of the priority required by the Collateral Documents in and on all the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection in favor of the security interests in Trustee for the Collateral benefit of the Holders of Notes, superior to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge rights of all third Persons, in each case, equal and ratable with the Credit Facility Obligations, to Liens securing the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters obligations under the Credit Agreement shall be deemed and subject to be Permitted Liens and the judgment terms of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral DocumentsIntercreditor Agreement.

Collateral Documents. (a) The due and punctual payment of the interest, principal ofand premium, premium and interest if any, on the Notes and Note Guarantees when and as the same shall be due and payable, whether on an Interest a Payment Date, at maturity, by acceleration, repurchase, redemption redemption, prepayment or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and Note Guarantees and performance of all other obligations Obligations of the Company Issuer and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent Senior Secured Parties under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes the 148 Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company Collateral Custodian, the Issuer and the Note Guarantors hereby acknowledge and agree that the Notes Master Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and Senior Secured Parties pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. Each Holder, by accepting a Note, (i) consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, Agreements as each as may be in effect or may be amended from time to time in accordance with its their terms and this IndentureIndenture and the Intercreditor Agreements, and (ii) authorizes and directs the Notes Trustee, the Collateral Custodian and the Master Collateral Agent to enter into the Collateral DocumentsDocuments and the Intercreditor Agreements, (iii) authorizes and directs the Pari Passu Trustee to enter into the Collateral Agency and Accounts Agreement and any Junior Lien Intercreditor Agreement and (iv) authorizes and directs each of the ABL Intercreditor Agreement on Master Collateral Agent, the Issue Date, Collateral Custodian and the Trustee to perform its respective obligations and exercise its respective rights under and in accordance with the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and Agreements to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall controlwhich it is a party. The Company Issuer and the Guarantors shall deliver to the Notes Master Collateral Agent copies of all documents required to be filed pursuant to the Collateral 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 18.0113.01, to assure and confirm to the Notes Master Collateral Agent the a first-priority security interest in the Collateral contemplated herebyCollateral, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company The Issuer and the Note Guarantors shall, in each case at their sole own expense, execute any (A) cause each new Guarantor, as applicable, to become a Grantor and to become a party to each applicable Collateral Document and all further documentsother agreements, financing statements instruments or documents that create or purport to create and perfect a first priority Lien (including continuation statements and amendments subject to financing statementsany Permitted Liens) in favor of the Master Collateral Agent for the benefit of the Senior Secured Parties in substantially all of its assets (other than Excluded Property), agreements subject to and instrumentsin accordance with the terms, conditions and take all further action that may be required under applicable law, or that provisions of this Indenture and the Trustee or the Notes Collateral Agent may reasonably request Documents (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request)only Loyalty Co, in order to grantHoldCo and new Guarantors, preserveas applicable, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to become Grantors and pledge their respective Collateral), (B) promptly execute and deliver (or cause such Subsidiary to execute and deliver) to the Master Collateral Agent such documents and take such actions to create, grant, establish, preserve and perfect the applicable priority Liens (subject to Permitted Liens) (including to obtain any release or termination of Liens not permitted under Section 4.25 and the filing of UCC financing statements, as applicable) in favor of the Master Collateral Agent for the benefit of the Senior Secured Parties on such assets of such Subsidiary to secure the Obligations to the extent required under the applicable Collateral Documents, and to ensure that such Collateral shall be taken subject to no other Liens other than any Permitted Liens and (C) if reasonably requested by the Trustee, deliver to the Trustee, for the benefit of the Trustee and the Senior Secured Parties, a customary written Opinion of Counsel to Alaska or such Subsidiary with respect to the perfection matters described in clauses (A) and (B) of the security interests this Section 13.01, in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. each case within twenty (b20) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, Business Days after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect addition of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral DocumentsCollateral.

Collateral Documents. (a) 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 an Interest Payment Date, at maturityStated Maturity, by acceleration, repurchase, redemption acceleration or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations of the Company and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes and the Note Security Documents, whether for payment of principal of, premium, if any, or interest on the Notes, the Guaranteesexpenses, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder indemnification or thereunderotherwise, shall be secured as provided in the Collateral Note Security Documents, which define the terms of the Liens that secure Notes the Note Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, Trustee and the Company and the Note Guarantors hereby acknowledge and agree that the Notes Note Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the HoldersSecured Parties, the Trustee in each case pursuant and the Notes Collateral Agent and pursuant subject to the terms of the Collateral Note Security Documents and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral 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 its terms and this Indenturetheir terms, and authorizes and directs the Notes Note Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Note Security Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. In Pursuant and subject to the event of conflict between an Intercreditor Agreement, any terms of the other Collateral Note Security Documents and this Indenturethe Intercreditor Agreements, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Note Collateral Agent copies of all documents required to be filed pursuant to the Collateral 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 18.0111.1, to reasonably assure and confirm to the Notes Note Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Note Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following The Company shall, and shall cause each of the Issue Date 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 Note 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 Pari Passu terms of the Intercreditor AgreementAgreements, the Company including making all filings and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements recordings (including filings of continuation statements and amendments to financing statements), agreements and instruments, and take all further action 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 under applicable law, by the Note Security Documents or that the Trustee or the Notes Note Collateral Agent may reasonably request (it being understood that neither to the Trustee nor extent required under the Notes Collateral Agent is under any obligation or duty to make such request), Note Security Documents) in order to grantcreate, preserve, maintainvalidate, protect maintain and perfect (or continue at the perfection ofsole cost and expense of the Company and the Guarantors) the validity security interest and priority of the Liens and security interests created or intended to be liens created by the Collateral Note Security Documents in the Collateral; provided that for so long Collateral as there are outstanding a perfected security interest, in each case other than with respect to any Credit Facility Obligations, no actions shall be Collateral the lien or security interest in or on which is not required to be taken 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 3.5. The Trustee and Note Collateral Agent shall have no obligation to give, execute, deliver, file, record, authorize or obtain any financing statements, notices, instruments, documents, agreements, consents or other papers as shall be necessary to (i) create, preserve, perfect, continue, maintain or validate the security interest granted in and on all of the Collateral in favor of the Note Collateral Agent for the benefit of the Secured Parties or (ii) enable the Note Collateral Agent to exercise and enforce its rights under the Note Security Documents with respect to such pledge and security interest. 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 perfection legality, validity and enforceability of the any security interests interest created in the Collateral to or the extent perfection and priority of such actions are security interest. For the avoidance of doubt, if any Guarantor shall not required to be taken with respect to so maintain the Credit Agreement. Such security interest and Liens will be liens created under by the Collateral Note Security Documents and other as a perfected security agreements and other instruments and documents. interest as described therein (b) It is understood and agreed that prior to in the discharge case of the Credit Facility ObligationsPledge and Security Agreement, to as described in Section 2.02(c) or 3.02(d) thereof, as applicable) notwithstanding its use of commercially reasonable efforts, such failure shall not (by reason of the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect use of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall commercially reasonable efforts) be deemed to be satisfied in accordance with such deliveries and/or documents the terms of this Indenture or any of the Note Security Documents for purpose of clause (i) of the first parenthetical in Section 6.1(9) of this Indenture. The Company and the judgment 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 Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Note Security Documents.

Collateral Documents. (a) 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 an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations Obligations of the Company and the Note Guarantors Grantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the GuaranteesSubsidiary Guarantees (other than the Guarantee of the SD Guarantor), the First Priority Intercreditor Agreements Agreement and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes the Obligations, subject to the terms of the First Priority Intercreditor AgreementsAgreement. The Trustee, the Company Trustee and the Note Guarantors Issuer hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holdersitself, the Trustee Holders and the Notes Collateral Agent Trustee and pursuant to the terms of the Collateral Documents and the First Priority Intercreditor AgreementsAgreement. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Priority Intercreditor Agreements, each Agreement as the same may be in effect or may be amended from time to time in accordance with its their terms and this IndentureIndenture and the First Priority Intercreditor Agreement, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior First Priority Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company Issuer shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral 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 18.0112.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company and the Note Guarantors The Issuer shall, at their sole expenseand shall cause the Subsidiaries of the Issuer to, execute take any and all further documents, financing statements actions and make all filings or cause such filings to be made (including the filing of UCC financing statements, continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect thereto (or continue analogous procedures under the perfection ofapplicable laws in any relevant jurisdiction)) the validity and priority of the Liens and security interests created or intended required to be created by cause the Collateral Documents in to create and maintain, as security for the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection Obligations of the security interests in Grantors under this Indenture, the Collateral to Notes, the extent such actions are not required to be taken with respect to Subsidiary Guarantees (other than the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge Guarantee of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue DateSD Guarantor), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit First Priority Intercreditor Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood , a valid and agreed that prior enforceable perfected Lien and security interest in and on all of the Collateral (subject to the discharge terms of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL First Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Intercreditor Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents), in favor of the Collateral Agent for the benefit of the Holders and the Trustee subject to no Liens other than Permitted Liens.

Collateral Documents. To the extent required by Lender, such Collateral Documents or reaffirmation of Collateral Documents as Lender may reasonable request, in appropriate form for filing or recording, where necessary, together with: (ai) The due executed original instruments and punctual payment documents in form acceptable for filing to perfect the security interests of the principal ofLender in accordance with Applicable Law, premium including (without limitation) any filings required to be made with the United States Patent and Trademark Office to perfect Lender’s security interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption in any copyrights or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance other intellectual property of Borrower; (ii) evidence that all other obligations actions necessary or, in the reasonable opinion of the Company Lender, desirable to perfect and protect the Note Guarantors Liens created by the Collateral Documents have been taken; (iii) to the Holdersextent not previously paid in connection with clause (i) above, the Trustee funds sufficient to pay any filing or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements recording tax or fee in connection with any and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes Obligations, all UCC financing statements; (iv) subject to the terms provisions of any subordination agreement that Lender enters into with the Borrower’s senior revolver lender that is secured by the accounts receivable and inventory of Borrower, agreements with all banks, securities brokers, warehousemen, bailees, consignees and other Persons having possession of or a Lien (other than a Permitted Lien) on any Collateral acknowledging the Lender’s prior Lien on such Property, in form and substance acceptable to the Lender; (v) such consents, estoppels, subordination agreements, collateral assignments of leases, landlord waivers and other documents and instruments executed by landlords, tenants and other Persons party to material contracts relating to any Collateral as to which the Lender shall be granted a Lien, as reasonably requested by the Lender; and (vi) evidence that all other actions necessary or, in the reasonable opinion of the Intercreditor Agreements. The TrusteeLender, desirable to perfect and protect the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. Each Holder, Liens created by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each as may be in effect or may be amended from time to time in accordance with its terms and this Indenture, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts enhance the Lender’s ability to preserve and things as may be reasonably required by the next sentence of this Section 18.01, to assure protect its interests in and confirm access to the Notes Collateral Agent the security interest in the Collateral contemplated herebyCollateral, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents.have been taken;

Collateral Documents. (a) The due and punctual payment of the principal of, premium and premiums on, if any, interest on on, or Liquidated Damages on, if any, the Senior Secured Discount Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and premiums on, if any, interest on and Liquidated Damages on, if any (to the extent permitted by law), on the Senior Secured Discount Notes and performance of all other obligations of the Company to the Holders of Senior Secured Discount Notes or the Trustee under this Indenture and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Senior Secured Discount Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, Documents which define the terms Company has entered into simultaneously with the execution of the Liens that secure Notes Obligations, subject this Indenture and any Collateral Documents to be entered into subsequent to the terms date of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and this Indenture pursuant to the terms of the Collateral Documents and the Intercreditor Agreementshereof. Each HolderHolder of Senior Secured Discount Notes, by accepting a Noteits acceptance thereof, consents and agrees to the terms of the each Collateral Documents Document (including including, without limitation, the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) and as the Intercreditor Agreements, each as same may be in effect or may be amended from time to time in accordance with its terms and this Indenture, and authorizes and directs the Notes Collateral Agent Trustee, as agent for the ratable benefit of the Holders to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the next sentence provisions of this Section 18.01the Collateral Documents, to assure and confirm to the Notes Collateral Agent Trustee the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Secured Discount Notes secured hereby, according to the intent and purposes herein expressed. On The Company shall take, or following shall cause its Subsidiaries to take, upon request of the Issue Date and subject to the Pari Passu Intercreditor AgreementTrustee, the Company and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments actions reasonably required to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by cause the Collateral Documents in to create and maintain, as security for the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection Obligations of the security interests in Company under this Indenture, the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest Senior Secured Discount Notes and Liens will be created under the Collateral Documents and other security agreements the Obligations of the Subsidiaries under the Collateral Documents, a valid and other instruments enforceable perfected first priority Lien in and documents. (b) It is understood on all the Collateral, in favor of the Collateral Agent for the benefit of the Holders of Senior Secured Discount Notes, superior to and agreed that prior to the discharge rights of all third Persons and subject to no other Liens than Permitted Liens permitted by the Credit Facility Obligations, to the extent that the Credit Agreement applicable Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral DocumentsDocument.

Collateral Documents. (a) The Prior to the Escrow Release Date, the Notes will be senior secured obligations of the Escrow Issuer secured only by the Escrowed Funds until the earlier of the Escrow End Date and the Special Mandatory Redemption Date. On and after the Completion Date, the due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Company Issuer and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements Indenture and the Collateral other Indenture Documents, according to the terms hereunder or thereunder, shall will be secured as provided in the Collateral Documents, which define the terms . Each Holder of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. Each HolderNotes, by accepting a Noteits acceptance thereof, consents and agrees to the terms of this Indenture and the terms of the Collateral Documents (including including, without limitation, the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) and as the Intercreditor Agreements, each as same may be in effect or may be amended from time to time in accordance with its terms and this Indenture, and authorizes and directs the Notes Collateral Agent (and the Trustee, if applicable) to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement Documents on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, Completion Date and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall Issuer will deliver to the Notes Collateral Agent Trustee copies of all documents required delivered to be filed the Collateral Agent pursuant to the Collateral Documents, make all filings (including filings of constitution statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and will do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the next sentence provisions of this Section 18.01the Collateral Documents, to assure and confirm to the Notes Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of Indenture, the Notes and the Note Guarantees secured hereby, according to the intent and purposes herein expressed. On or following and after the Issue Date Completion Date, the Issuer will take, and will cause its Subsidiaries to take, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuer hereunder, a valid and enforceable perfected second priority Lien (which Lien shall be subordinated to any First Lien Obligations, including the Senior Credit Facilities, pursuant to the terms of the Intercreditor Agreement) in and on all the Collateral, in favor of the Collateral Agent for the benefit of itself, the Trustee and the Holders, superior to and prior to the rights of all third Persons and subject to the Pari Passu Intercreditor Agreement, the Company and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the no Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documentsthan Permitted Liens. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents.[Reserved]

Collateral Documents. (ai) The due and punctual payment provisions of each of the principal ofCollateral Documents are effective (and, premium in the case of the Mortgages, upon recordation thereof) to create in favor of the Agent on behalf of the Lenders and the other Secured Parties, a legal, valid and enforceable first priority Lien in all right, title and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations of the Company and applicable Loan Party in the Note Guarantors Collateral described therein to secure the Obligations, subject only to the HoldersIntercreditor Agreement and Permitted Liens, (ii) all filings and other actions necessary or desirable to perfect and maintain the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, perfection and first priority (subject to the Intercreditor Agreements Agreement) status of such Liens have been duly made or taken and remain in full force and effect, in each case to the extent required by the Collateral Documents, according and (iii) each Intellectual Property Security Agreement has been delivered to the terms hereunder Agent when required hereby or thereunderby the Security Agreement for filing in the U.S. Patent and Trademark Office and the U.S. Copyright Office, shall be secured as provided in each case to the extent required by the Collateral Documents. (b) All representations and warranties of Parent and each of its Subsidiaries party thereto contained in the Collateral DocumentsDocuments are true and correct. (c) Each Mortgage, which define when delivered in accordance with Section 7.15 and recorded in the terms of the Liens that secure Notes Obligationsappropriate real property records, subject (i) is effective to grant to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the HoldersLenders a legal, valid and enforceable deed of trust/mortgage Lien on all the Trustee right, title and interest of the mortgagor under such Mortgage in the Mortgaged Property described therein, (ii) was duly recorded in the real property records of the county listed on the schedule to such Mortgage and the Notes Collateral Agent mortgage recording fees and pursuant taxes in respect thereof were paid and compliance was otherwise had with the formal requirements of state law applicable to the terms recording of the Collateral Documents and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each as may be in effect or may be amended from time to time in accordance with its terms and this Indenturereal estate mortgages generally, and authorizes (iii) creates a legal, valid, enforceable and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral 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 18.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and perfected first priority (subject to the Pari Passu Intercreditor Agreement) Lien on the Mortgaged Property encumbered thereby, subject to no other Liens, except as noted in the Company title policies in respect thereof delivered to the Agent pursuant to Section 7.15 and the Note Guarantors shall, at their sole expense, execute any and all further documentsPermitted Liens. In addition, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents have been filed in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligationsoffices specified in each such Mortgage thereby creating a legal, no actions shall be required to be taken with respect valid, enforceable and perfected first priority (subject to the perfection Intercreditor Agreement) Lien on all right, title and interest of the security interests Parent or such Subsidiary under such Mortgage in all personal property and fixtures which is covered by such Mortgage, subject to no other Liens, except as noted in the Collateral title policies delivered to the extent such actions are not required Agent pursuant to be taken with respect to the Credit Agreement. Such security interest Section 7.15 and Liens will be created under the Collateral Documents and other security agreements and other instruments and documentsPermitted Liens. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents.

Collateral Documents. (a) The due and punctual payment of the principal of, premium premium, if any, and interest on the Notes and Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and Guarantees and performance of all other obligations Obligations of the Company Issuers and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent Noteholder Secured Parties under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes the Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company Issuers and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and Noteholder Secured Parties pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, Agreements as each as may be in effect or may be amended from time to time in accordance with its their terms and this IndentureIndenture and the Intercreditor Agreements, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, Documents and the Intercreditor Agreements and authorizes and directs the Trustee to enter into the Pari Passu Intercreditor Agreement and authorizes and directs each of the ABL Intercreditor Agreement on Notes Collateral Agent and the Issue Date, Trustee to perform its respective obligations and exercise its respective rights under and in accordance with the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and Agreements to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall controlwhich it is a party. The Company Issuers and the Guarantors shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral 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 18.0113.01, to assure and confirm to the Notes Collateral Agent the first-priority security interest in the Collateral contemplated herebyCollateral, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company The Issuers and the Note Guarantors shall, at their sole expenseand the Company shall cause its Subsidiaries to, execute take any and all further documentsactions and make all filings, financing statements registrations and recordations (including the filing of UCC financing statements, continuation statements and amendments thereto) required to financing statementscause the Collateral Documents to create, perfect and maintain, as security for the Obligations of the Issuers and the Guarantors to the Noteholder Secured Parties under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Collateral 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 Collateral Documents), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or in favor of the Notes Collateral Agent may reasonably request (it being understood that neither for the benefit of the Noteholder Secured Parties subject to no Liens other than Permitted Liens. For the avoidance of doubt, the Trustee nor the and Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue shall not have a Lien on the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect Excluded Assets. Subject to the perfection of the security interests applicable limitations set forth in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. herein, (bi) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquiredif, after the Issue Date, any material assets (other than Excluded Assets), are acquired by either Issuer or are held by any Subsidiary on or after the time it becomes a Guarantor hereunder (other than assets constituting Collateral under a Collateral Document that becomes subject to the Lien created by such Collateral Document upon acquisition thereof or assets constituting Excluded Assets), the Company will notify the Notes Collateral Agent thereof, and, (ii) if the Company has granted a security interest in such asset to the Senior Credit Facilities Collateral Agent to secure the Senior Credit Facilities Obligations, the Company will cause such assets to be subjected to a Lien securing the Secured Obligations and will take and cause the Issuers to take, such actions as shall be deemed to necessary or as may be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of reasonably requested by the Notes Collateral Agent in respect of to grant and perfect such matters under this Indenture and Liens, all at the Collateral Documents. It is understood and agreed that prior to the discharge expense of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral DocumentsIssuers.

Collateral Documents. (a) The due Each Lender and punctual payment the Administrative Agent authorizes the Collateral Agent to enter into each of the principal ofCollateral Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Secured Parties (other than the Collateral Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, premium it being understood and interest on agreed that such rights and remedies may be exercised solely by the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations of the Company and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to Secured Parties upon the terms of the Collateral Documents and the Intercreditor Agreements. Each HolderAgreement. (b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, by accepting a Note, consents and agrees the Collateral Agent is hereby authorized (subject to the terms of the Intercreditor Agreement) to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral Documents (including in favor of the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each as may be in effect or may be amended from time to time in accordance with its terms and this Indenture, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any behalf of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver Secured Parties. (c) Subject to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral 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 18.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and terms of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company Lenders and the Note Guarantors shallAdministrative Agent hereby authorize the Collateral Agent, at their sole expenseits option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Commitments and payment and satisfaction of all of the Obligations (other than contingent indemnity obligations, Banking Services Obligations and Rate Management Obligations) at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Collateral Agent at any time, the Lenders and the Administrative Agent will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section. (d) Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document (other than sales or transfers between the Borrower and its Restricted Subsidiaries or between or among such Restricted Subsidiaries), or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Collateral Agent, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders and the Administrative Agent to), subject to the terms of the Intercreditor Agreement, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that such documents as may be required under applicable law, or that necessary to evidence the Trustee or release of the Notes Liens granted to the Collateral Agent may reasonably request for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (it being understood that neither i) the Trustee nor the Notes Collateral Agent is under shall not be required to execute any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to liability or create any obligation or duty to make entail any consequence other than the release of such request)Liens without recourse or warranty, and (ii) such release shall not in order to grantany manner discharge, preserve, maintain, protect and perfect affect or impair the Secured Obligations or any Liens upon (or continue obligations of the perfection Borrower or any Restricted Subsidiary in respect of) all interests retained by the validity and priority Borrower or any Restricted Subsidiary, including (without limitation) the proceeds of the Liens and security interests created or intended sale, all of which shall continue to be created by the Collateral Documents in constitute part of the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (be) It is understood Each Lender hereby directs, in accordance with the terms of this Agreement, the Agents: (i) to release any Guarantor from its obligations under the Guaranty Agreement and agreed that prior to any Collateral Document (including the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect release of any matters relating to the Lien granted by such Guarantor under any such Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including Document) in connection with assets acquired, (x) the designation of such Guarantor as an Unrestricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary” or Subsidiaries formed or acquired, after (y) the Issue Date), execution by any Subsidiary of Propel Acquisition LLC of an agreement evidencing Propel Indebtedness the Notes Collateral Agent shall be deemed to be satisfied with terms of which prohibit such deliveries and/or documents and the judgment Subsidiary from providing a guaranty of the Credit Agreement Collateral Agent Obligations or the granting of security in respect thereto and (ii) to execute and deliver or file or authorize the filing of such documents, statements and instruments and do such other things as are necessary to release such Guarantor from such obligations (and to release such Liens) pursuant to this clause (e) promptly upon the effectiveness of any such matters under release. Upon request by any Agent at any time, the Credit Agreement Lenders shall be deemed confirm in writing each Agent’s authority to be release the judgment applicable Guarantor pursuant to this clause (e). (f) No agreement shall amend, modify or otherwise affect the rights or duties of the Notes Collateral Agent in respect without the prior written consent of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral DocumentsAgent.

Collateral Documents. (a) The due and punctual payment of Each Purchaser authorizes the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations of the Company and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each as may be in effect or may be amended from time to time in accordance with its terms and this Indenture, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, Documents to which it is a party and to take all action contemplated by such documents. Each Purchaser agrees that no holder of the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and Notes (other than the Collateral Documents Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and agreed that such rights and remedies may be exercised solely by the Permitted Junior Intercreditor Agreement, if any, at any time after Collateral Agent for the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any benefit of the other Collateral Documents and this Indenture, Purchasers upon the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent copies terms of all documents required to be filed pursuant to the Collateral 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 18.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It In the event that any Collateral is understood and agreed that prior to hereafter pledged by any Person as collateral security for the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied hereby authorized to execute and deliver on behalf of the Purchasers any Related Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Collateral Agent on behalf of the Purchasers. (c) The Purchasers hereby authorize the Collateral Agent, at its option and in its discretion, to (y) release any Lien granted to or held by the Collateral Agent upon any Collateral and/or (z) release any guarantor from its obligations under any Guaranty (i) upon the satisfaction of all of the Obligations at any time arising under or in respect of this Agreement or the Related Documents or the transactions contemplated hereby or thereby; (ii) in connection with any transaction permitted by, but only in accordance with, the terms of the applicable Related Document; or agrees to (iii) in connection with any deliveries transaction approved, authorized or documents ratified in writing by the Super-Majority Purchasers, unless such release is required to be provided approved by all of the Purchasers hereunder. Upon request by the Collateral Agent at any time, the Purchasers will confirm in respect writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 19.11. (d) Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of any matters relating Related Document, or consented to in writing by the Super-Majority Purchasers, the Collateral Agent shall (and is hereby irrevocably authorized by the Purchasers to) execute such documents as may be necessary to evidence the release of the Liens granted to the Collateral Agent for the benefit of the Purchasers herein or makes any determination in respect of any matters relating to pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (including, without limitation, extensions of time or waivers for i) the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall not be deemed required to be satisfied with execute any such deliveries and/or documents document on terms which, in the Collateral Agent’s reasonable opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the judgment Obligations or any Liens upon (or obligations of the Credit Agreement Collateral Agent Company or any of its Subsidiaries in respect of) all interests retained by the Company or any of any such matters under its Subsidiaries, including (without limitation) the Credit Agreement shall be deemed to be the judgment proceeds of the Notes Collateral Agent in respect sale, all of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior which shall continue to the discharge constitute part of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral DocumentsCollateral.

Collateral Documents. (a) The due and punctual payment of the interest, principal ofand premium, premium and interest if any, on the Notes and Note Guarantees when and as the same shall be due and payable, whether on an Interest a Payment Date, at maturity, by acceleration, repurchase, redemption redemption, prepayment or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and Note Guarantees and performance of all other obligations Obligations of the Company Issuers and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent Senior Secured Parties under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes the Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company Collateral Custodian, the Issuers and the Note Guarantors hereby acknowledge and agree that the Notes Master Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and Senior Secured Parties pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. Each Holder, by accepting a Note, (i) consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, Agreements as each as may be in effect or may be amended from time to time in accordance with its their terms and this IndentureIndenture and the Intercreditor Agreements, and (ii) authorizes and directs the Notes Trustee, the Collateral Custodian and the Master Collateral Agent to enter into the Collateral DocumentsDocuments and the Intercreditor Agreements, (iii) authorizes and directs the Pari Passu Trustee to enter into the Collateral Agency and Accounts Agreement and any Junior Lien Intercreditor Agreement and (iv) authorizes and directs each of the ABL Intercreditor Agreement on Master Collateral Agent, the Issue Date, Collateral Custodian and the Trustee to perform its respective obligations and exercise its respective rights under and in accordance with the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and Agreements to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall controlwhich it is a party. The Company Issuers and the Guarantors shall deliver to the Notes Master Collateral Agent copies of all documents required to be filed pursuant to the Collateral 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 18.0113.01, to assure and confirm to the Notes Master Collateral Agent the a first-priority security interest in the Collateral contemplated herebyCollateral, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company The Issuers and the Note Guarantors shall, in each case at their sole own expense, execute any (A) cause each new Guarantor, as applicable, to become a Grantor and to become a party to each applicable Collateral Document and all further documentsother agreements, financing statements instruments or documents that create or purport to create and perfect a first priority Lien (including continuation statements and amendments subject to financing statementsany Permitted Liens) in favor of the Master Collateral Agent for the benefit of the Senior Secured Parties in substantially all of its assets (other than Excluded Property), agreements subject to and instrumentsin accordance with the terms, conditions and take all further action that may be required under applicable law, or that provisions of this Indenture and the Trustee or the Notes Collateral Agent may reasonably request Documents (it being understood that neither only JetBlue, Loyalty LP, the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request)Guarantors, in order to grantHoldings 1 LP, preserve, maintain, protect Holdings 2 LP and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions each GP Co shall be required to become Grantors and pledge their respective Collateral), (B) promptly execute and deliver (or cause such Subsidiary to execute and deliver) to the Master Collateral Agent such documents and 154 take such actions to create, grant, establish, preserve and perfect the applicable priority Liens (subject to Permitted Liens) (including to obtain any release or termination of Liens not permitted under Section 4.25 and the filing of UCC financing statements, as applicable) in favor of the Master Collateral Agent for the benefit of the Senior Secured Parties on such assets of such Subsidiary to secure the Obligations to the extent required under the applicable Collateral Documents, and to ensure that such Collateral shall be taken subject to no other Liens other than any Permitted Liens and (C) if reasonably requested by the Trustee, deliver to the Trustee, for the benefit of the Trustee and the Senior Secured Parties, a customary written Opinion of Counsel to such Subsidiary with respect to the perfection matters described in clauses (A) and (B) of the security interests this Section 13.01, in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. each case within twenty (b20) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, Business Days after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect addition of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral DocumentsCollateral.

Collateral Documents. (a) 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 an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations Obligations of the Company Issuer and the Note Guarantors to the Holders, Holders or the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements Agreement and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes the Obligations, subject to the terms of the Intercreditor AgreementsAgreement. The Trustee, the Company Trustee and the Note Guarantors Issuer hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, Holders and the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the Intercreditor AgreementsAgreement. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each Agreement as the same may be in effect or may be amended from time to time in accordance with its their terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company Issuer shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral 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 18.0112.1, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company and the Note Guarantors The Issuer shall, at their sole expenseand shall cause the Subsidiaries of the Issuer to, execute take any and all further documents, financing statements actions and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) required to financing statements)cause the Collateral Documents to create and maintain, agreements as security for the Obligations of the Issuer and instrumentsthe Guarantors to the First Priority Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreement and take the Collateral Documents, a valid and enforceable perfected Lien and security interest in and on all further action that may be required under applicable law, or that of the Trustee or Collateral (subject to the Notes terms of the Intercreditor Agreement and the Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such requestDocuments), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment favor of the Notes Collateral Agent in respect for the benefit of such matters under this Indenture the Holders and the Collateral Documents. It is understood and agreed that prior Trustee subject to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or no Liens other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documentsthan Permitted Liens.

Collateral Documents. The Indenture (aexcluding Supplement 49) The due constitutes, and punctual payment when Supplement 49 to the Indenture is executed and delivered by the Borrower and the Trustee and filed and recorded, the Indenture will constitute, a direct and valid lien upon all of the principal of, premium properties and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations assets of the Company and the Note Guarantors Borrower specifically or generally described or referred to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes Obligations, Indenture as being subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each as may be in effect or may be amended from time to time in accordance with its terms and this Indenturelien thereof, and authorizes will create a similar lien upon all properties and directs assets acquired by the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time Borrower after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent copies of all documents date hereof which are required to be filed pursuant subjected to the Collateral Documentslien of the Indenture, when acquired by the Borrower, and will do or cause subject, as to be done real property, to the recordation of a supplement to the Indenture describing such after-acquired property; the descriptions of all such acts properties and things as may be reasonably required by assets contained in the next sentence granting clauses of this Section 18.01, to assure the Indenture 4901-7167-4261.21 are correct and confirm adequate for the purposes of the Indenture; and the Indenture (excluding Supplement 49 to the Notes Collateral Agent the security interest in the Collateral contemplated herebyIndenture) has been duly recorded as a mortgage and deed of trust of real estate, by the Collateral Documents or and any part thereof, as from time required filings (other than with respect 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 filing Supplement 49 to the intent Indenture) with respect to personal property and purposes herein expressed. On or following the Issue Date and fixtures subject to the Pari Passu Intercreditor Agreementlien of the Indenture have been duly made in each place in which such recording or filing is required to protect, preserve and perfect the Company and lien of the Note Guarantors shall, at their sole expense, execute any Indenture; and all further documents, financing statements (including continuation statements Taxes and amendments to financing statements), agreements recording and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be filing fees required to be taken paid with respect to the perfection execution, recording or filing of the security interests Indenture, the filing of financing statements related thereto and similar documents and the issuance of the Secured Note (other than with respect to filing Supplement 49 to the Indenture) have been paid; Supplement 49 to the Indenture will be duly recorded or filed within 90 days of the Closing Date in the Collateral real and personal property records in each place in which the Indenture (excluding Supplement 49 to the extent such actions are not Indenture) has been recorded or filed and in all other places required to protect, preserve and perfect the lien of the Indenture, and all Taxes and recording and filing fees required to be taken paid with respect to the Credit Agreementexecution, recording or filing of Supplement 49 to the Indenture will be paid. Such Upon filing of Supplement 49 to the Indenture (or notices thereof) and financing statements in the official public records of the applicable jurisdictions, the lien and security interest so perfected shall be first and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to any other lien or security interest on the discharge of Borrower’s right, title and interest in the Credit Facility Obligations, Trust Estate (excluding the “Easements” listed on Exhibit A through Exhibit A-42 to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating Indenture), subject only to the Collateral or makes any determination exceptions referred to in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood Permitted Liens and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral DocumentsEncumbrances.

Collateral Documents. (a) The due and punctual payment of the principal of, premium of and interest and premium, if any, on the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest and premium, if any, on the Notes and performance of all other obligations of the Company Revel and the Note Guarantors to the Holders, Holders of Notes or the Trustee or the Notes Collateral Agent under this Indenture, Indenture and the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be are secured as provided in the Collateral Documents, Documents which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company Revel and the Note Guarantors hereby acknowledge and agree that have entered into prior to or simultaneously with the Notes Collateral Agent holds the Collateral in trust execution of this Indenture (orincluding, as the case may bewithout limitation, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the Intercreditor Agreementslisted on Exhibit G hereto). Each HolderHolder of Notes, by accepting a Noteits acceptance thereof, consents and agrees to the terms of the Collateral Documents (including including, without limitation, the provisions providing for foreclosure and release of Collateral and limitations on exercise of rights and remedies) as the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each as same may be in effect or may be amended from time to time in accordance with its the terms of this Indenture and this Indenture, the Collateral Documents and authorizes and directs the Notes Collateral Agent Trustee to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents Revel and this Indenture, the applicable Intercreditor Agreement shall control. The Company Guarantors shall deliver to the Notes Collateral Agent Trustee copies of all documents required delivered to be filed the Collateral Agent pursuant to the Collateral Documents, Documents and will Revel shall do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the next sentence provisions of this Section 18.01the Collateral Documents, to assure and confirm to the Notes Collateral Agent Trustee the security interest interests in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available (subject to the terms of the Intercreditor Agreement) for the security and benefit of this Indenture and of Indenture, the Notes and the Note Guarantees secured herebyby the Collateral Documents, according to the intent and purposes herein therein expressed. On or following the Issue Date and subject Subject to the Pari Passu terms of the Intercreditor Agreement, Revel shall take, and shall cause the Company and Restricted Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Note Guarantors shallTrustee, at their sole expense, execute any and all further documents, financing statements (including continuation statements actions reasonably required to cause the Collateral Documents to create and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect as security for the Obligations of Revel hereunder and perfect (or continue the perfection of) the validity and priority of the Liens Guarantors under the Note Guarantees, a valid and security interests created or intended to be created enforceable perfected Lien of the priority required by the Collateral Documents in and on all the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection in favor of the security interests Trustee for the benefit of the Holders of Notes, subject to Permitted Liens and the terms of the Intercreditor Agreement. The Holders hereby designate and direct the Trustee to designate, and the Trustee hereby designates U.S. Bank National Association as its Collateral Agent to act as specified in and under the Intercreditor Agreement, this Indenture, the Security Documents and any other such documents or instruments entered into by U.S. Bank National Association (and its successors) as the Collateral to Agent for the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge benefit of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents Trustee and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral DocumentsHolders.

Collateral Documents. (a) The due and punctual payment of the principal of, premium and interest interest, on the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations Indenture Obligations of the Company Issuer and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes the Indenture Obligations, subject to the terms of the First Lien Intercreditor AgreementsAgreement. The Trustee, the Company Trustee and the Note Guarantors Issuer hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) security interest for the benefit of the Holdersitself, the Trustee Holders and the Notes Collateral Agent Trustee and pursuant to the terms of this Indenture and the Collateral Documents and the Intercreditor AgreementsDocuments. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreements, each Agreement as the same may be in effect or may be amended from time to time in accordance with its their terms and this IndentureIndenture and the First Lien Intercreditor Agreement, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In Subject to the event of conflict between an Intercreditor Agreement, any of the other Applicable Collateral Documents and this IndentureLimitations, the applicable Intercreditor Agreement shall control. The Company Issuer shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral DocumentsDocuments to which the Collateral Agent is a party, 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 18.011501, to assure and confirm provide to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, hereby and/or by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this the Indenture and of the Notes Obligations secured herebyhereby or thereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject Subject to the Pari Passu Intercreditor AgreementApplicable Collateral Limitations, the Company and the Note Guarantors Issuer shall, at their sole expenseand shall cause the Subsidiaries of the Issuer to, execute take any and all further documents, financing statements actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to financing statements)cause the Collateral Documents to create and maintain, agreements as security for the Indenture Obligations of the Issuer and instrumentsthe Guarantors to the First Lien Notes Secured Parties, a valid and take enforceable perfected (or any analogous concept to the extent perfection does not apply in the relevant jurisdiction) Lien and security interest in and on all further action that may be required under applicable law, or that of the Trustee or Collateral (subject to terms of the Notes First Lien Intercreditor Agreement and the other Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such requestDocuments), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority favor of the Collateral Agent for the benefit of itself, the Holders and the Trustee subject to no Liens and security interests created or intended to be created other than Liens permitted by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documentsSection 1010 hereof. (b) It is understood and agreed that prior Notwithstanding any provision hereof to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date)contrary, the Notes provisions of this Article Fifteen are qualified in their entirety by the Applicable Collateral Agent Limitations and neither the Issuer nor any Guarantor shall be deemed required pursuant to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and or any Collateral Document to take any action limited by the Applicable Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral DocumentsLimitations.

Collateral Documents. (a) The due and punctual payment of the principal of, premium and interest (including Additional Amounts, if any) on the Notes Loan Obligations when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption acceleration or otherwise, and interest on the overdue principal of, premium and interest on the Notes Loan Obligations and performance of all other obligations Obligations of the Company Borrower and the Note Guarantors to the Holders, the Trustee Lenders or the Notes Collateral Administrative Agent under this IndentureAgreement, the NotesLoan Obligations, the GuaranteesGuarantees (solely in respect of the Guarantee of any Guarantor that is either (i) a Collateral Subsidiary or (ii) the direct parent company of a Collateral Subsidiary (in the case of this subclause (ii), solely in respect of the pledge of such Collateral Subsidiary’s Capital Stock) (for purposes of this Article XI, each of the Guarantors described in clauses (i) and (ii), the Intercreditor Agreements “Secured Guarantors” and, together with the Borrower and Parent (solely in respect of the pledge of the Borrower’s Capital Stock and the pledge of any intercompany receivables owed to Parent by any of the Guarantors which are Collateral Subsidiaries), the “Grantors”) and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes the Obligations, subject to the terms of the Intercreditor AgreementsAgreement and the Legal Reservations. The Trustee, the Company Administrative Agent and the Note Guarantors Borrower hereby acknowledge and agree that the Notes Collateral Agent holds the security interest in the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holdersitself in trust or otherwise, the Trustee Lenders and the Notes Collateral Administrative Agent and pursuant to the terms of this Agreement, the Collateral Documents and the Intercreditor Agreements. Agreement. (b) Each Holder, by accepting a Note, consents Lender will be deemed to have: (1) appointed and agrees authorized the Collateral Agent and the Administrative Agent to give effect to the terms of provisions in the Intercreditor Agreement, any Acceptable Intercreditor Agreement and the Collateral Documents Documents; (including 2) authorized the provisions providing for the possession, use, release and foreclosure of Collateral) Collateral Agent and the Intercreditor AgreementsAdministrative Agent, each as may be applicable, to act in effect or may be amended from time to time in accordance with its terms name and this Indenture, and authorizes and directs the Notes Collateral Agent on its behalf to enter into the Collateral Documents, Documents and the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, to be bound thereby and to perform its their respective obligations and exercise its their respective rights thereunder in accordance therewith. In ; (3) agreed to be bound by the event provisions of conflict between an the Intercreditor Agreement, any Acceptable Intercreditor Agreements and the Collateral Documents; (4) agreed and acknowledged that the Collateral Agent will administer the Collateral in accordance with the Intercreditor Agreement, any Acceptable Intercreditor Agreement, this Agreement and the Collateral Documents; and (5) irrevocably appointed the Collateral Agent and the Administrative Agent to act on its behalf to enter into and comply with the provisions of the other Collateral Documents and this IndentureIntercreditor Agreement, the applicable any Acceptable Intercreditor Agreement shall control. and the Collateral Documents. (c) The Company Borrower shall deliver or cause to be delivered to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral DocumentsDocuments to which the Collateral Agent is a party, 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 18.0111.01(c), to assure and confirm provide to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, hereby and/or by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture Agreement and of the Notes Loan Obligations secured hereby, according to the intent and purposes herein expressed. On or following The Borrower shall, and shall cause each of the Issue Date other Grantors to, take any and subject all actions and make all filings required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Borrower and the Secured Guarantors to the Pari Passu Lenders and the Administrative Agent, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject in each case to the Legal Reservations, the Agreed Security Principles and the terms of the Intercreditor Agreement, the Company any Acceptable Intercreditor Agreement and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such requestDocuments), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority favor of the Liens and security interests created or intended to be created by Collateral Agent for the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection benefit of the Lenders and the Administrative Agent, subject to no Liens other than Permitted Collateral Liens. (d) The security interests in the Collateral to securing the extent such actions are Loan Obligations will not be required to be taken with respect to in place on the Credit Agreement. Such security interest Closing Date and Liens will not be perfected on such date, but will be created under required to be put in place by no later than 120 days after the Collateral Documents and other security agreements and other instruments and documentsClosing Date, as such date will be extended with the written consent of the Administrative Agent (not to be unreasonably withheld). (be) It is understood and agreed that prior Notwithstanding any provision hereof to the discharge contrary, the provisions of this Article XI are qualified in their entirety by the Credit Facility ObligationsAgreed Security Principles and the Legal Reservations, and neither the Borrower nor any Guarantor shall be required pursuant to this Agreement or any Collateral Document to take any action that would be inconsistent with the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, Agreed Security Principles or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral DocumentsLegal Reservations.

Collateral Documents. (a) The provisions of this Article 11 shall become effective upon the Acquisition Date. The due and punctual payment of the principal of, premium of and interest and Additional Interest, if any, on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other obligations of the Company and the Note Guarantors to the Holders, Holders or the Trustee or the Notes Collateral Agent under this Indenture, the Notes, Notes and the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, Documents which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge shall enter into on the Acquisition Date, in substantially the forms attached as Exhibits F through L hereto, together with such changes as may be reasonably necessary to accurately reflect the Collateral referred to therein, and agree that which the Notes Company and the Guarantors may enter into on or after the Acquisition Date in accordance with the terms hereof. Each Holder authorizes the Trustee to appoint ▇▇▇▇▇ Fargo Bank, N.A. as Collateral Agent holds for the Holders under the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the Intercreditor AgreementsDocuments. Each Holder, by accepting a Noteits acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement (including including, without limitation, the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) and as the Intercreditor Agreements, each as same may be in effect or may be amended from time to time in accordance with its terms and the terms of this Indenture, Indenture and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after in substantially the Issue Date, if applicableform attached as Exhibit M hereto, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company and the Guarantors shall deliver to the Notes Collateral Agent copies of all documents required to be filed executed pursuant to this Indenture or the Collateral Documents, Documents and will shall do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the next sentence provisions of this Section 18.01the Collateral Documents, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. On or following The Company shall take, and shall cause its Subsidiaries to take, upon request of the Issue Date Collateral Agent, any and subject all actions reasonably required to cause the Pari Passu Intercreditor AgreementCollateral Documents to create and maintain, as security for the Obligations of the Company and the Note Guarantors shallhereunder, at their sole expensea valid and enforceable perfected second priority security interest in and continuing Lien on all the Collateral, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that in favor of the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither for the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority benefit of the Liens Holders, superior to and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge rights of the Credit Facility all third Persons, except for holders of First Lien Obligations, and subject to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or no Liens other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents than Permitted Liens and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and Liens permitted by the Collateral Documents.

Collateral Documents. (a) The due and punctual payment of the principal of, premium and interest (including Additional Amounts, if any) on the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations Obligations of the Company Issuers and the Note Guarantors to the Holders, Holders or the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes the Obligations, subject to the terms of the First Lien Intercreditor AgreementsAgreement. The Trustee, the Company Trustee and the Note Guarantors each Issuer hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, Holders and the Trustee and the Notes Collateral Agent and pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor AgreementsAgreement. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreements, each Agreement as the same may be in effect or may be amended from time to time in accordance with its their terms and this IndentureIndenture and the First Lien Intercreditor Agreement, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior First Lien Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. In Subject to the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this IndentureAgreed Security Principles, the applicable Intercreditor Agreement shall control. The Company Issuers shall deliver to the Notes Collateral Agent and Trustee copies of all documents required to be filed pursuant to the Collateral 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 18.0114.01, to assure and confirm provide to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, hereby and/or by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject Subject to the Pari Passu Intercreditor AgreementAgreed Security Principles, the Company and the Note Guarantors Issuers shall, at their sole expenseand shall cause the Subsidiaries of the Issuers to, execute take any and all further documents, financing statements actions and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in any relevant jurisdiction)) required to financing statements)cause the Collateral Documents to create and maintain, agreements as security for the First Priority Notes Obligations of the Issuers and instrumentsthe Guarantors to the First Lien Notes Secured Parties, a valid and take enforceable perfected Lien and security interest in and on all further action that may be required under applicable law, or that of the Trustee or Collateral (subject to the Notes terms of the First Lien Intercreditor Agreement and the Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such requestDocuments), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority favor of the Collateral Agent for the benefit of the Holders and the Trustee subject to no Liens and security interests created or intended to be created by the Collateral Documents in the Collateralother than Permitted Liens; provided that for the Issuers shall have no obligation to do so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with in respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documentsExcluded Assets. (b) It is understood To the extent any assets owned by the Issuers or any Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of the Collateral Agent for the benefit of the Trustee and agreed that the Holders on or prior to the discharge Issue Date or subject to a Lien in favor of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation benefit of the Trustee and perfection of security interests in, the Holders that is not perfected on or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after prior to the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents Issuers and the judgment of Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens and have all such Liens and any Liens created but not perfected on or prior to the Credit Agreement Collateral Agent Issue Date perfected, subject to any limitations set forth in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to , including the discharge of the ABL ObligationsAgreed Security Principles, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, within 120 days after the Issue Date). (c) Notwithstanding any provision hereof to the contrary, the Notes Collateral Agent provisions of this Article Fourteen are qualified in their entirety by the Agreed Security Principles and none of the Issuers nor any Guarantor shall be deemed required pursuant to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and or any Collateral Document to take any action limited by the Collateral DocumentsAgreed Security Principles.

Collateral Documents. (a) 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 an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations Obligations of the Company Issuers and the Note Guarantors to the Holders, Holders or the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes the Obligations, subject to the terms of the Intercreditor AgreementsAgreement. The Trustee, the Company Trustee and the Note Guarantors Issuers hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, Holders and the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each Agreements as the same may be in effect or may be amended from time to time in accordance with its their terms and this IndentureIndenture and the Intercreditor Agreements, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company Issuers shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral 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 18.0112.1, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company and the Note Guarantors The Issuers shall, at their sole expenseand shall cause the Subsidiaries of the Issuers to, execute take any and all further documents, financing statements actions and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) required to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by cause the Collateral Documents in to create and maintain, as security for the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect Obligations of the Issuers and the Guarantors to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created Secured Parties under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date)this Indenture, the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and Notes, the judgment of Note Guarantees, the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture Intercreditor Agreements and the Collateral Documents. It is understood , a valid and agreed that prior enforceable perfected Lien and security interest in and on all of the Collateral (subject to the discharge terms of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture Intercreditor Agreements and the Collateral Documents), in favor of the Collateral Agent for the benefit of the Holders and the Trustee subject to no Liens other than Permitted Liens.

Collateral Documents. (a) The From and after the Issue Date, 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 an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations of the Company and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Collateral DocumentsObligations, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, Trustee and the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds Agent’s security interest in the Collateral in trust (or, as the case may be, as direct representative) is for the benefit of the Holders, the Trustee and the Notes Collateral Agent Secured Parties and pursuant to the terms of the Collateral Documents and the Intercreditor AgreementsDocuments. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and ), as the Intercreditor Agreements, each as same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture, and irrevocably authorizes and directs the Notes Collateral Agent (i) to enter into the Collateral Documents, the (ii) to execute each document in connection with any Collateral Document expressed to be executed by Collateral Agent on its behalf (including any intercreditor agreement or joinder to any Collateral Document in connection with Indebtedness or other obligations not prohibited by this Indenture (including Future Pari Passu Intercreditor Agreement Obligations)) and (iii) perform the ABL Intercreditor Agreement on duties and exercise the Issue Daterights, powers, and discretions that are specifically given to it under the Collateral Documents or other documents to which the Collateral Agent is a party, together with any other incidental rights, power and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall controldiscretions. The Company shall deliver to the Notes Collateral Agent and the Trustee copies of all documents required to be filed pursuant to the Collateral 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 18.0117.01, to assure and confirm to the Notes Collateral Agent for the benefit of the Notes Secured Parties the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following The Company shall, and shall cause the Issue Date and subject to the Pari Passu Intercreditor Agreement, Subsidiaries of the Company and the Note Guarantors shallto, at their sole expense, execute take any and all further documents, financing statements actions and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) required to financing statements)cause the Collateral Documents to create and maintain, agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or as security for the Notes Obligations in favor of the Collateral Agent may reasonably request (it being understood that neither for the benefit of the Holders and the Trustee, a valid and enforceable perfected Lien and security interest in and on all of the Collateral, subject to no Liens other than permitted pursuant to Section 4.10(a). Neither the Trustee nor the Notes Collateral Agent is under shall have any obligation responsibility or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including liability in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents actions and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documentsfilings.

Collateral Documents. (a) The due and punctual payment Each Lender authorizes the Administrative Agent to enter into, on behalf of each such Lender, each of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwiseCollateral Documents to which it is a party, and interest on to take all action contemplated by each of such documents. Each Lender agrees that no Holder of Secured Obligations (other than the overdue principal ofAdministrative Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, premium it being understood and interest on agreed that such rights and remedies may be exercised solely by the Notes and performance of all other obligations of the Company and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Administrative Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the HoldersHolders of Secured Obligations. (b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Trustee Administrative Agent is hereby authorized to execute and deliver on behalf of the Notes Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent. (c) The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments, Term Loan Commitments and payment and satisfaction of all of the Obligations (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, contingent indemnity obligations, and Rate Management Obligations) at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this Section 10.15. (d) Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Collateral Documents and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees to the terms Required Lenders or all of the Collateral Documents (including the provisions providing for the possessionLenders, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each as may be in effect or may be amended from time to time in accordance with its terms and this Indenture, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral 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 18.01, to assure and confirm to the Notes Collateral Agent the security interest in such Collateral shall be automatically released. In connection with any such release, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Holders of Secured Obligations herein or pursuant hereto upon the Collateral contemplated herebythat was sold or transferred; provided, by however, that (i) the Collateral Documents or any part thereof, as from time Administrative Agent shall not be required 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. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company and the Note Guarantors shall, at their sole expense, execute any and all further documentssuch document on terms which, financing statements (including continuation statements and amendments in the Administrative Agent's opinion, would expose the Administrative Agent to financing statements), agreements and instruments, and take all further action that may be required under applicable law, liability or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under create any obligation or duty to make entail any consequence other than 87 the release of such request)Liens without recourse or warranty, and (ii) such release shall not in order to grantany manner discharge, preserve, maintain, protect and perfect affect or impair the Secured Obligations or any Liens upon (or continue obligations of the perfection Borrower or any Subsidiary in respect of) all interests retained by the validity and priority Borrower or any Subsidiary, including (without limitation) the proceeds of the Liens and security interests created or intended sale, all of which shall continue to be created by the Collateral Documents in constitute part of the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents.

Collateral Documents. (a) The due and punctual payment of the principal Principal and premium, if any, of, premium and interest on (including Additional Interest), the Notes Securities when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest (to the extent permitted by law), if any, on the Notes Securities and performance of all other obligations of the Company and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notesincluding, without limitation, the Guaranteesobligations of the Company set forth in Section 7.7 herein, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunderSecurities, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors each 29 35 Subsidiary Guarantor hereby acknowledge and agree that the Notes Collateral Agent holds shall hold the Collateral in trust (or, as the case may be, as direct representative) for the equal and ratable benefit of all of the Holderssecured creditors under the Collateral Documents, including, without limitation, the Holders and the Trustee and the Notes Collateral Agent and lenders under the Credit Agreement, in each case pursuant to the terms of the Collateral Documents and the Intercreditor AgreementsDocuments. Each HolderHolder of the Securities, by accepting a Noteits acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Collateral Agent Acknowledgment (including including, without limitation, the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) and as the Intercreditor Agreements, each as same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture, and authorizes and directs (i) the Notes Collateral Agent, with respect to each of the Collateral Documents to which it is a party and the Collateral Agent Acknowledgment, and (ii) the Trustee, with respect to enter into the Collateral Agent Acknowledgment, to perform their respective obligations and exercise their respective rights thereunder in accordance therewith: provided, however, that upon qualification of this Indenture with the TIA, if any provisions of the Collateral Agent Acknowledgment limits, qualifies or conflicts with the duties imposed by the provisions of the TIA, the TIA shall control. The Trustee and each Holder, by accepting the Securities, acknowledges that, as more fully set forth in the Collateral Documents, the Pari Passu Intercreditor Agreement Collateral as now or hereafter constituted shall be held for the equal and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent copies ratable benefit of all documents required to be filed pursuant to the secured creditors under the Collateral 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 18.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters lenders under the Credit Agreement shall be deemed to be and that the judgment Lien of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided Documents in respect of any matters relating the Trustee and the Holders is subject to and qualified and limited in all respects by the ABL Priority Collateral Documents and actions that may be taken thereunder. As amongst the Holders, the Collateral as now or makes any determination in respect hereafter constituted shall be held for the equal and ratable benefit of the Holders without preference, priority or distinction of any matters relating to the ABL Priority Collateral (includingthereof over any other by reason of difference in time of issuance, without limitationsale or otherwise, extensions of time or waivers as security for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral DocumentsSecurities.

Collateral Documents. (a) The due and punctual payment provisions of each of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations Collateral Documents are effective to create in favor of the Company and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Administrative Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the HoldersLenders a legal, the Trustee valid and the Notes Collateral Agent enforceable security interest in all right, title, and pursuant to the terms interest of the Collateral Documents Borrower, its Subsidiaries and Holdings, as applicable, in the Intercreditor Agreements. Each Holdercollateral described therein; and, by accepting a Note, consents and agrees to upon (i) the terms filing of the Collateral Documents financing statements in the offices in all of the jurisdictions listed on Schedule 6.13 (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each as may be in effect or may be amended supplemented from time to time in accordance writing by the Borrower by notice to the Administrative Agent to the extent permitted by the Guarantee and Collateral Agreement), (ii) the recording of the Mortgages and the financing statements as described in subsection 6.13(b), (iii) the filing of the Guarantee and Collateral Agreement with its terms the United States Patent and this IndentureTrademark Office, the Canadian Trade-Marks Office and the Canadian Patents Office (as applicable), (iv) the delivery to the Administrative Agent of the Pledged Collateral, (v) the receipt by the bailees of the bailee letters described in Section 5.13 of the Guarantee and Collateral Agreement, (vi) the notation on certificates of title showing the Administrative Agent as lienholder with respect to motor vehicles and trailers and the delivery of such certificates to the Administrative Agent, and authorizes and directs (vii) the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder taking of such action as is described in accordance therewith. In the event of conflict between an Intercreditor Agreement, any Section 5.11 of the other Guarantee and Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver prior to the Notes Collateral Agent copies of all documents required Closing Date to be filed pursuant to perfect the Collateral 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 18.01, to assure and confirm to the Notes Collateral Agent the Administrative Agent's security interest in deposit accounts, the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available Administrative Agent for the security and benefit of this Indenture and of the Notes secured herebyLenders shall have, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required extent available under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and perfected first priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in all right, title, and interest of the Borrower, its Subsidiaries and Holdings, as applicable, in the Collateral located in the United States or Canada, subject only to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documentsPermitted Liens. (b) It is understood and agreed that prior The Mortgages when delivered will be effective to grant to the discharge Administrative Agent for the benefit of the Credit Facility ObligationsLenders a legal, valid and enforceable deed of trust lien on all the right, title and interest of the trustor under the Mortgages in the Mortgaged Property described therein. When the Mortgages are duly recorded in the official real property records of the counties in which the real property described in the Mortgages are located, and the recording fees and taxes in respect thereof are paid and compliance is otherwise had with the formal requirements of state law applicable to the recording of deeds of trust generally, the Mortgaged Property, subject to the encumbrances and exceptions to title set forth therein and except as noted in the title policies delivered to the Administrative Agent pursuant to Section 5.1(d)(vii), will be subject to a legal, valid, enforceable and perfected first priority deed of trust or mortgage, as applicable; and when financing statements have been filed in the offices listed on Schedule 6.13 (as supplemented from time to time in writing by the Borrower by notice to the Administrative Agent to the extent that permitted by the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Dateapplicable Mortgage), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents Mortgages will also create a legal, valid, enforceable and the judgment perfected first lien on, and security interest in, all right, title and interest of the Credit Agreement Collateral Agent in respect of any such matters Borrower under the Credit Agreement shall be deemed Mortgages in all personal property and fixtures which are covered by the Mortgages, subject to be no other Liens, except the judgment encumbrances and exceptions to title set forth therein and except as noted in the title policies delivered to the Administrative Agent pursuant to Section 5.1(d)(vii), and Permitted Liens. (c) All representations and warranties of the Notes Collateral Agent Borrower, its Subsidiaries and Holdings contained in respect of such matters under this Indenture and the Collateral Documents. It is understood Documents are true and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documentscorrect.

Collateral Documents. (a) The due Each Lender hereby further authorizes the Collateral Agent, on behalf of and punctual payment for the benefit of such Lender, to be the principal of, premium agent for and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance representative of all other obligations of the Company and the Note Guarantors such Lender with respect to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents. Upon the occurrence of an Event of Default, according the Collateral Agent shall take such action to enforce its Lien on the Collateral and to preserve and protect the Collateral as may be directed by the Required Lenders. Unless and until the Required Lenders give such direction, the Collateral Agent may (but shall not be obligated to) take or refrain from taking such actions as it deems appropriate and in the best interest of all the Lenders. Each Lender acknowledges and agrees that it will be bound by the terms and conditions of the Collateral Documents upon the execution and delivery thereof by the Collateral Agent. The Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Credit Party in connection therewith, nor shall the Collateral Agent be responsible or liable to the terms hereunder Lenders or thereundertheir Affiliates for any failure to monitor or maintain any portion of the Collateral. The Lenders hereby irrevocably authorize (and each of their Affiliates holding any Bank Product Obligations entitled to the benefits of the Collateral shall be deemed to authorize) the Collateral Agent, based upon the instruction of the Required Lenders, to credit bid and purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any sale thereof conducted by the Collateral Agent (or any security trustee therefore) under the provisions of the UCC, including pursuant to Sections 9-610 or 9-620 of the UCC, at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code, or at any sale or foreclosure conducted by the Collateral Agent or any security trustee therefore (whether by judicial action or otherwise) in accordance with applicable law. Except as otherwise specifically provided for herein, no Lender or their Affiliates, other than the Collateral Agent, shall be secured as provided have the right to institute any suit, action or proceeding in equity or at law for the foreclosure or other realization upon any Collateral or for the execution of any trust or power in respect of the Collateral or for the appointment of a receiver or for the enforcement of any other remedy under the Collateral Documents, which define the terms ; it being understood and intended that no one or more of the Liens that secure Notes ObligationsLenders or their Affiliates shall have any right in any manner whatsoever to affect, subject to disturb or prejudice the terms Lien of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds (or any security trustee therefor) under the Collateral Documents by its or their action or to enforce any right thereunder, and that all proceedings at law or in trust equity shall be instituted, had, and maintained by the Collateral Agent (or, as or its security trustee) in the case may be, as direct representative) manner provided for in the relevant Collateral Documents for the benefit of the Holders, Secured Parties. Each Lender is hereby appointed agent for the Trustee and the Notes Collateral Agent and pursuant to the terms purpose of perfecting the Collateral Documents and the Intercreditor Agreements. Each HolderAgent’s security interest in assets which, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each as may be in effect or may be amended from time to time in accordance with its terms and this IndentureArticle 9 of the UCC or other applicable law can be perfected only by possession. Should any Lender (other than the Collateral Agent) obtain possession of any Collateral, and authorizes and directs such Lender shall notify the Notes Collateral Agent to enter into thereof, and, promptly upon the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company Agent’s request therefor shall deliver to the Notes such Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do Agent or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 18.01, to assure and confirm to the Notes Collateral Agent the security interest in accordance with the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documentsAgent’s instructions. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents.

Collateral Documents. (a) The due and punctual payment of the principal of, premium premium, if any, and interest (including Additional Amounts, if any) on the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium premium, if any, and interest on the Notes and performance of all other obligations Obligations of the Company and the Note Guarantors to the Holders, Holders or the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements Notes and the Collateral other Notes Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the First Priority Notes Obligations, subject to the terms of the Intercreditor AgreementsAgreement. The Trustee, Trustee and the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (orand, for the purposes of Swedish and Swiss law, as the case may be, as direct representative) agent for the benefit of the Holders, Holders and the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the Intercreditor AgreementsAgreement. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of CollateralCollateral and the creation of the Parallel Obligation in this Article 12) and the Intercreditor Agreements, each Agreement as the same may be in effect or may be amended from time to time in accordance with its their terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral 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 18.0112.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On The Company shall, and shall cause the Guarantors to, take any and all actions and make all filings (including the filing of UCC or following PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the Issue Date and subject to applicable laws in the Pari Passu Intercreditor relevant jurisdiction of the applicable Grantor, including in respect of a Jersey Security Agreement, to take any and all actions required to allow the Collateral Agent to register financing statements in relation to each Jersey Security Agreement on the Jersey Security Interests Register and payment of associated fees)) required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Company and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required the First Priority Notes Secured Parties under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request Documents, a valid and enforceable perfected (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to applicable in the Credit Agreement. Such relevant jurisdiction) Lien and security interest in and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge on all of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for subject to the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment terms of the Credit Intercreditor Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge ), in favor of the ABL Obligations, to the extent that the ABL Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection benefit of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents Holders and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed Trustee subject to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documentsno Liens other than Permitted Liens.

Collateral Documents. (a) The due Each Lender and punctual payment the Administrative Agent authorizes the Collateral Agent to enter into each of the principal ofCollateral Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Secured Parties (other than the Collateral Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, premium it being understood and interest on agreed that such rights and remedies may be exercised solely by the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations of the Company and the Note Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to Secured Parties upon the terms of the Collateral Documents and the Intercreditor Agreements. Each HolderAgreement. (b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, by accepting a Note, consents and agrees the Collateral Agent is hereby authorized (subject to the terms of the Intercreditor Agreement) to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral Documents (including in favor of the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each as may be in effect or may be amended from time to time in accordance with its terms and this Indenture, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any behalf of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver Secured Parties. (c) Subject to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral 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 18.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and terms of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company Lenders and the Note Guarantors shallAdministrative Agent hereby authorize the Collateral Agent, at their sole expenseits option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Commitments and payment and satisfaction of all of the Obligations (other than contingent indemnity obligations, Banking Services Obligations and Rate Management Obligations) at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Collateral Agent at any time, the Lenders and the Administrative Agent will confirm in writing the Collateral Agent's authority to release particular types or items of Collateral pursuant to this Section. (d) Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document (other than sales or transfers between the Borrower and its Restricted Subsidiaries or between or among such Restricted Subsidiaries), or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days' prior written request by the Borrower to the Collateral Agent, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders and the Administrative Agent to), subject to the terms of the Intercreditor Agreement, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that such documents as may be required under applicable law, or that necessary to evidence the Trustee or release of the Notes Liens granted to the Collateral Agent may reasonably request for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (it being understood that neither i) the Trustee nor the Notes Collateral Agent is under shall not be required to execute any such document on terms which, in the Collateral Agent's opinion, would expose the Collateral Agent to liability or create any obligation or duty to make entail any consequence other than the release of such request)Liens without recourse or warranty, and (ii) such release shall not in order to grantany manner discharge, preserve, maintain, protect and perfect affect or impair the Secured Obligations or any Liens upon (or continue obligations of the perfection Borrower or any Restricted Subsidiary in respect of) all interests retained by the validity and priority Borrower or any Restricted Subsidiary, including (without limitation) the proceeds of the Liens and security interests created or intended sale, all of which shall continue to be created by the Collateral Documents in constitute part of the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (be) It is understood Each Lender hereby directs, in accordance with the terms of this Agreement, the Agents: (i) to release any Guarantor from its obligations under the Guaranty Agreement and agreed that prior to any Collateral Document (including the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect release of any matters relating to the Lien granted by such Guarantor under any such Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including Document) in connection with assets acquiredthe designation of such Guarantor as an Unrestricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”, (ii) to release the capital stock or Subsidiaries formed other equity interests of a Restricted Subsidiary that is pledged pursuant to the Pledge and Security Agreement in connection with the designation of such Restricted Subsidiary as an Unrestricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary” and (iii) to execute and deliver or acquiredfile or authorize the filing of such documents, after statements and instruments and do such other things as are necessary to release such Guarantor from such obligations (and to release such Liens) pursuant to this clause (e) promptly upon the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect effectiveness of any such matters under release. Upon request by any Agent at any time, the Credit Agreement Lenders shall be deemed confirm in writing each Agent’s authority to be release the judgment applicable Guarantor pursuant to this clause (e). (f) No agreement shall amend, modify or otherwise affect the rights or duties of the Notes Collateral Agent in respect without the prior written consent of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral DocumentsAgent.

Collateral Documents. (a) 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 an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other obligations Obligations of the Company and the Note Guarantors to the Holders, Holders or the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements Agreement and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes the Obligations, subject to the terms of the Intercreditor AgreementsAgreement. The Trustee, Trustee and the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Security Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holdersitself, the Trustee Holders and the Notes Collateral Agent Trustee and pursuant to the terms of the Collateral Documents and the Intercreditor AgreementsAgreement. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each Agreement as the same may be in effect or may be amended from time to time in accordance with its their terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Notes Collateral Security Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Security Agent copies of all documents required to be filed pursuant to the Collateral 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 18.01‎Section 12.1, to assure and confirm to the Notes Collateral Security Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following The Company shall, and shall cause the Issue Date Subsidiaries of the Company to, take any and subject all actions and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) required to cause the Pari Passu Intercreditor AgreementCollateral Documents to create and maintain, as security for the Obligations of the Company and the Note Guarantors shall, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created Secured Parties under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date)this Indenture, the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and Notes, the judgment of Note Guarantees, the Credit Intercreditor Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood , a valid and agreed that prior enforceable perfected Lien and security interest in and on all of the Collateral (subject to the discharge terms of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Intercreditor Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents), in favor of the Security Agent for the benefit of itself, the Holders and the Trustee subject to no Liens other than Permitted Liens.

Collateral Documents. (a) 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 an Interest Payment Dateinterest payment date, at maturity, 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 Issuers and the Note Guarantors to the Holders, Holders of Notes or the Trustee or the Notes Collateral Agent under this Indenture, Indenture and the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be are secured as provided in the Collateral DocumentsDocuments which have been entered into prior to or simultaneously with the execution of this Indenture (including, which define the terms of the Liens that secure Notes Obligationswithout limitation, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the Intercreditor Agreementslisted on Exhibit G hereto). Each HolderHolder of Notes, by accepting a Noteits acceptance thereof, consents and agrees to the terms of the Collateral Documents (including including, without limitation, the provisions providing for foreclosure and release of Collateral and limitations on exercise of rights and remedies) as the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each as same may be in effect or may be amended from time to time in accordance with its the terms of this Indenture and this Indenture, the Collateral Documents and authorizes and directs the Notes Trustee and the Collateral Agent Agent, as applicable, to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its their respective obligations and exercise its their respective rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company Issuers shall deliver or cause to be delivered to the Notes Collateral Agent Trustee copies of all documents required delivered to be filed the Collateral Agent pursuant to the Collateral Documents, Documents and will the Issuers shall do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the next sentence provisions of this Section 18.01the Collateral Documents, to assure and confirm to the Notes Collateral Agent Trustee the security interest interests in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available (subject to the terms of the Intercreditor Agreement) for the security and benefit of this Indenture and of Indenture, the Notes and the Note Guarantees to the extent secured herebyby the Collateral Documents, according to the intent and purposes herein therein expressed. On or following the Issue Date and subject Subject to the Pari Passu terms of the Intercreditor Agreement, the Company and Issuers shall take, upon request of the Note Guarantors shallTrustee, at their sole expense, execute any and all further documents, financing statements (including continuation statements actions reasonably required to cause the Collateral Documents to create and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue as security for the perfection of) the validity and priority Obligations of the Liens Issuers hereunder and security interests created or intended to be created of the Guarantors under the Note Guarantees, a valid and enforceable perfected Lien of the priority required by the Collateral Documents in and on all the Collateral; provided that , in favor of the Collateral Agent for so long as there are outstanding any Credit Facility Obligationsthe benefit of itself, no actions shall be required the Trustee and the Holders of Notes, superior to be taken with respect and prior to the perfection rights of all third Persons, in each case, subject to Liens permitted under this Indenture and the terms of the Intercreditor Agreement. For the avoidance of doubt, the obligations of the Issuers and the Guarantors under this Indenture and the Notes are not secured by any deeds of trust, security interests in the Collateral agreements, control agreements or any other agreements entered into prior to the extent such actions are not required date hereof to be taken with respect to secure the Credit Agreement. Such security interest and Liens will be created under 2017 Notes, the Collateral Documents and other security agreements and other instruments and documents7 7/8% 2020 Notes, the 7 3/4% 2020 Notes or the 2020 Notes. (b) It is understood and agreed Without limiting the generality of the foregoing, each Holder by accepting a Note agrees that prior any other document or instrument pursuant to which the Issuers or any Affiliate thereof from time to time grants a Lien to the discharge of Trustee or the Credit Facility ObligationsHolders or an agent or representative on their behalf to secure their obligations hereunder (collectively, the “Security Documents”) are “Shared Security Documents,” and that the Trustee is authorized and directed by each Holder to treat and the Trustee and each such Holder agrees that it will treat the same as “Shared Security Documents” under and as defined in the Intercreditor Agreement and subject to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (includingterms thereof for all purposes, including without limitation, extensions for purposes of amending, modifying, varying or waiving any provision thereof, releasing any collateral thereunder, exercising any rights or remedies thereunder, directing the Collateral Agent thereunder to take any action thereunder or with respect thereto, removing the Collateral Agent and for purposes of sharing the proceeds of the collateral thereunder with the other First Lien Secured Parties (as defined in the Intercreditor Agreement). In furtherance of the foregoing, the Trustee shall (and is hereby authorized to) take or instruct the Collateral Agent thereunder to take such actions under the Security Documents or related thereto as requested by the Required Secured Parties (as defined in the Intercreditor Agreement) from time to time, and notwithstanding any provision in this Indenture to the contrary, unless all debt secured by the Security Documents has been Discharged, the Trustee will not release or waivers instruct the Collateral Agent thereunder to release any Collateral unless such release is not prohibited by the Intercreditor Agreement or such Collateral has been released from the Lien securing the obligations owed to all other First Lien Secured Parties. The Holders hereby designate and direct the Trustee to designate, and the Trustee hereby designates Deutsche Bank Trust Company Americas as its collateral agent to act as specified in and under the Intercreditor Agreement, this Indenture, the Security Documents and any other such documents or instruments entered into by Deutsche Bank Trust Company Americas (and its successors) as the collateral agent for the creation and perfection benefit of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents Trustee and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture Holders. The Issuers and the Collateral Documents. It is understood and agreed that prior Guarantors hereby consent to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documentsforegoing provisions.

Collateral Documents. (a) The due and punctual payment of the principal of, premium of and interest and premium, if any, on the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Company and the Note Guarantors to the Holders, Holders of Notes or the Trustee or the Notes Collateral Agent under this Indenture, Indenture and the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, Documents which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The TrusteeCompany, the Company Guarantors and the Note Guarantors hereby acknowledge Heller Debtor Subsidiaries have entered into simultaneously with the ▇▇▇▇▇▇ion of this Indenture and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the Intercreditor Agreementswhich are listed on Exhibit D hereto. Each HolderHolder of Notes, by accepting a Noteits acceptance thereof, consents and agrees to the terms of the Collateral Documents (including including, without limitation, the provisions providing for the possession, use, foreclosure and release and foreclosure of Note Collateral) and as the Intercreditor Agreements, each as same may be in effect or may be amended from time to time in accordance with its the terms and this Indenture, of the Collateral Documents and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Notes Collateral Agent Trustee copies of all documents required delivered to be filed the Collateral Agent pursuant to the Collateral Documents, and will shall do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the next sentence provisions of this Section 18.01the Collateral Documents or as may be reasonably requested in writing by the Trustee, to assure and confirm to the Notes Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby, hereby and by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available (subject to the terms of the Intercreditor Agreement) for the security and benefit of this Indenture and of Indenture, the Notes and the Note Guarantees secured herebyby the Collateral Documents, according to the intent and purposes herein therein expressed. On or following the Issue Date and subject Subject to the Pari Passu terms of the Intercreditor Agreement, the Company and shall take, or shall cause its Restricted Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Note Guarantors shallTrustee, at their sole expense, execute any and all further documents, financing statements (including continuation statements and amendments actions reasonably required to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by cause the Collateral Documents in to create and maintain, as security for the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection Obligations of the security interests Company hereunder and of the Guarantors under their Guarantees, a valid and enforceable perfected Lien in and on all the Note Collateral, in favor of the Collateral to Agent for the extent such actions are not benefit of the Holders of Notes with the priority required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documentsDocuments, subject to Permitted Liens. (b) It is understood and agreed that prior to the discharge of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents.

Collateral Documents. (a) The due and punctual payment of the principal of, of and interest and premium and interest Liquidated Damages, if any, on the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, of and interest and premium and interest Liquidated Damages (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Company Issuers and the Note Guarantors to the Holders, Holders of Notes or the Trustee or the Notes Collateral Agent under this Indenture, Indenture and the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be are secured as provided in the Collateral Documents, Documents which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company Issuers and the Note Guarantors hereby acknowledge and agree that have entered into prior to or simultaneously with the Notes Collateral Agent holds the Collateral in trust execution of this Indenture (orincluding, as the case may bewithout limitation, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the Intercreditor Agreementslisted on Exhibit G hereto). Each HolderHolder of Notes, by accepting a Noteits acceptance thereof, consents and agrees to the terms of the Collateral Documents (including including, without limitation, the provisions providing for foreclosure and release of Collateral and limitations on exercise of rights and remedies) as the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, each as same may be in effect or may be amended from time to time in accordance with its the terms of this Indenture and this Indenture, the Collateral Documents and authorizes and directs the Notes Collateral Agent Trustee to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents The Issuers and this Indenture, the applicable Intercreditor Agreement shall control. The Company Guarantors shall deliver to the Notes Collateral Agent Trustee copies of all documents required delivered to be filed the Collateral Agent pursuant to the Collateral Documents, Documents and will the Issuers shall do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the next sentence provisions of this Section 18.01the Collateral Documents, to assure and confirm to the Notes Collateral Agent Trustee the security interest interests in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available (subject to the terms of the Intercreditor Agreement) for the security and benefit of this Indenture and of Indenture, the Notes and the Note Guarantees secured herebyby the Collateral Documents, according to the intent and purposes herein therein expressed. On or following the Issue Date and subject Subject to the Pari Passu terms of the Intercreditor Agreement, the Company Issuers shall take, and shall cause the Note Guarantors shallRestricted Subsidiaries that are party to one or more Collateral Documents to take, at their sole expenseupon request of the Trustee, execute any and all further documents, financing statements (including continuation statements actions reasonably required to cause the Collateral Documents to create and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue as security for the perfection of) the validity and priority Obligations of the Liens Issuers hereunder and security interests created or intended to be created of the Guarantors under the Note Guarantees, a valid and enforceable perfected Lien of the priority required by the Collateral Documents in and on all the Collateral; provided that , in favor of the Trustee for so long as there are outstanding any Credit Facility Obligationsthe benefit of the Holders of Notes, no actions shall be required superior to be taken with respect and prior to the perfection rights of all third Persons, in each case, equal and ratable with the Liens securing the obligations under the Credit Agreement and subject to Permitted Liens and the terms of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Intercreditor Agreement. Such security interest and Liens will be created under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood Without limiting the generality of the foregoing, each Holder by accepting a Note agrees that, as described in the Deeds of Trust and agreed that prior the Pledge and Security Agreement, each of the Deeds of Trust and Pledge and Security Agreement and any other document or instrument pursuant to which the Issuers or any Affiliate thereof from time to time grants a Lien to the discharge Trustee or the Holders or an agent or representative on their behalf to secure their obligations hereunder (collectively, the “Security Documents”) are “Shared Security Documents,” and that the Trustee is authorized and directed by each Holder to treat and the Trustee and each such Holder agrees that it will treat the same as “Shared Security Documents” under and as defined in the Intercreditor Agreement and subject to the terms thereof for all purposes, including without limitation, for purposes of amending, modifying, varying or waiving any provision thereof, releasing any collateral thereunder, exercising any rights or remedies thereunder, directing the Collateral Agent thereunder to take any action thereunder or with respect thereto, and for purposes of sharing the proceeds of the collateral thereunder with the other First Lien Secured Parties. In furtherance of the foregoing, the Trustee shall (and is hereby authorized to) take or instruct the Collateral Agent thereunder to take such actions under the Security Documents or related thereto as requested by the Required Secured Parties from time to time, and notwithstanding any provision in this Indenture to the contrary, unless all debt secured by the Security Documents has been Discharged, the Trustee will not release or instruct the Collateral Agent thereunder to release any Collateral unless such release has been consented to by each other Project Credit Facility ObligationsParty or such Collateral has been released from the Lien securing the obligations owed to all other First Lien Secured Parties. The Holders hereby designate and direct the Trustee to designate, and the Trustee hereby designates Deutsche Bank Trust Company Americas as its collateral agent to act as specified in and under the Intercreditor Agreement, this Indenture, the Security Documents and any other such documents or instruments entered into by Deutsche Bank Trust Company Americas (and its successors) as the collateral agent for the benefit of the Trustee and the Holders. In addition, regardless of whether required by the Intercreditor Agreement, each Holder hereby agrees that to the extent that the Credit Holders obtain a recovery under a title insurance policy that insures the Deeds of Trust, and such recovery would result in the Holders receiving a greater percentage recovery on the Notes (relative to the outstanding principal amount of the Notes) than the corresponding percentage recovery that will be obtained by the other First Lien Secured Parties that are parties to (or whose representative is party to) the Intercreditor Agreement Collateral Agent is satisfied as of the date of this Indenture (after giving effect to Section 8 of the Intercreditor Agreement and the title insurance proceeds received by such other First Lien Secured Parties from their policies of title insurance) in connection with the exercise of remedies or agrees other event or loss that gave rise to any deliveries or documents required to be provided in respect the recovery obtained by the Holders, then the Holders will turn over a portion of any matters relating such proceeds to the Collateral or makes any determination Agent for distribution to such other First Lien Secured Parties in respect of any matters relating amounts necessary to ensure that each such party receives a similar percentage recovery (relative to the Collateral (including, without limitation, extensions outstanding principal amount of time or waivers for First Lien Secured Obligations then held by such party) from such proceeds. The Issuers and the creation Guarantors hereby consent to the foregoing provisions and perfection of security interests in, or confirm that the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent Security Documents are and shall be deemed to be satisfied with such deliveries and/or documents treated as “Shared Security Documents.” Each Project Credit Party is an express beneficiary of this Section 10.01(b) and the judgment provisions of this Section 10.01(b) may not be amended or modified without the consent of each Project Credit Agreement Collateral Agent in respect of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral DocumentsParty.

Collateral Documents. (a) The due and punctual payment of the principal of, premium and Liquidated Damages, if any, and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest and Liquidated Damages (to the extent permitted by law), if any, on the Notes and performance of all other obligations Obligations of the Company and the Note Guarantors to the Holders, Holders of Notes or the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements Subsidiary Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral owned by the Company or the Guarantor executing such Collateral Documents, respectively, whether now owned or hereafter acquired as provided in the Collateral Documents, which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. Each HolderHolder of Notes, by accepting a Noteits acceptance thereof, consents and agrees to the terms of the Collateral Documents (including including, without limitation, the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) and as the Intercreditor Agreements, each as same may be in effect or may be amended from time to time in accordance with its terms and this Indenture, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations Obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company and the Guarantors shall deliver to the Notes Collateral Agent Trustee copies of all documents required delivered to be filed the Collateral Agent (if the Collateral Agent is not also the Trustee) pursuant to the Collateral Documents, and will shall do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the next sentence provisions of this Section 18.01the Collateral Documents, to assure and confirm to the Notes Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On The Company shall take, or following shall cause the Issue Date Guarantors to take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Company and Guarantors hereunder, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes, superior to and prior to the rights of all third Persons and subject to no other Liens than Permitted Liens. So long as no Event of Default shall have occurred and be continuing, and subject to this Indenture and the terms of the Collateral Documents, the Company and its Restricted Subsidiaries will be entitled to receive all cash dividends, interest and other payments made upon or with respect to the Collateral pledged by them and to exercise any voting and other consensual rights pertaining to the Collateral pledged by them. Upon the occurrence and during the continuance of an Event of Default, and subject to the Pari Passu Intercreditor Agreementprior approval of Nevada Gaming Authorities, (a) all rights of the Company and the Note Guarantors shallits Restricted Subsidiaries to exercise such voting or other consensual rights will cease, at their sole expense, execute any and all further documentssuch rights will become vested in the Collateral Agent, financing statements (including continuation statements and amendments which, to financing statements), agreements and instruments, and take all further action that may be required under applicable the extent permitted by law, or that will have the Trustee or the Notes Collateral Agent may reasonably request sole right to exercise such voting and other consensual rights and (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection ofb) the validity and priority all rights of the Liens Company and security interests created its Restricted Subsidiaries to receive all cash dividends, interest and other payments made upon or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection Collateral will cease and such cash dividends, interest and other payments will be paid to the Collateral Agent, and (c) the Collateral Agent may sell the Collateral or any part thereof in accordance with the terms of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit AgreementDocuments. Such security interest and Liens will be created All funds distributed under the Collateral Documents and other security agreements and other instruments and documents. (b) It is understood and agreed that prior to received by the discharge Collateral Agent for the benefit of the Credit Facility Obligations, to the extent that the Credit Agreement Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect Holders of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall will be deemed to be satisfied with such deliveries and/or documents and distributed by the judgment of the Credit Agreement Collateral Agent in respect accordance with the provisions of any such matters under the Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent shall be deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral DocumentsIndenture.