Common use of Collateral Documents Clause in Contracts

Collateral Documents. 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 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 Issuers and the Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor 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 the Obligations, subject to the terms of the First Priority Intercreditor Agreement. The Trustee and the Issuers hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of the Collateral Documents and the First Priority Intercreditor Agreement. 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 as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the 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 12.1, to assure and confirm to 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. 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 cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers and the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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), 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 Issuers Company and the Note Guarantors to the Holders Holders, the Trustee or the Trustee Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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 First Priority Intercreditor AgreementAgreements. The Trustee Trustee, the Company and the Issuers 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 Holders, the Trustee and the Trustee Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the First Priority Intercreditor AgreementAgreements. 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, each as the same may be in effect or may be amended from time to time in accordance with their its terms and this Indenture and the Intercreditor AgreementsIndenture, 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 Agreements 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 Issuers 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 12.118.01, 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. The Issuer On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company and the Note Guarantors shall, and shall cause the Subsidiaries of the Issuer toat their sole expense, take execute any and all actions and make all filings further documents, financing statements (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto 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 analogous procedures under continue the applicable laws in perfection of) the relevant Covered Jurisdiction)) required validity and priority of the Liens and security interests created or intended to cause 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 create 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 maintainLiens 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, as security 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 Obligations 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 Issuers and Credit Agreement Collateral Agent in respect of any such matters under the Guarantors Credit Agreement shall be deemed to be the judgment of the Notes Secured Parties Collateral Agent in respect of such matters under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement Indenture and the Collateral Documents, a valid . It is understood and enforceable perfected Lien and security interest in and on all 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 (subject 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 terms judgment of the Intercreditor Agreements 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), 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 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 Issuers Company and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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 the Obligations, subject to the terms of the First Priority Lien Intercreditor Agreement. The Trustee and the Issuers Company hereby acknowledge and agree that the Notes Collateral Agent holds Agents hold the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of this Indenture, the Collateral Documents and the First Priority Lien Intercreditor Agreement. 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 Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor AgreementsAgreement, and authorizes and directs the each Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreements Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Subject to the Applicable Collateral Limitations, 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 12.1, 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. The Issuer Subject to the Applicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries of the Issuer Company 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 cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Issuers Company and the Note Guarantors to the First Lien Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and the Collateral DocumentsParties, 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 Agreements Agreement and the Collateral Documents), in favor of the Notes Collateral Agent 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 (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue 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 use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent 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 the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue Date. (c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.

Collateral Documents. 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 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 of the Issuers Company and the Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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 First Priority Collateral Trust Agreement and any Intercreditor Agreement. The Trustee and the Issuers Company hereby acknowledge and agree that the Collateral Agent Trustee holds the Collateral in trust and, for the purposes of Swedish law, as agent for the benefit of of, among others, the Holders and the Trustee and pursuant to the terms of the Collateral Trust Agreement, the other Collateral Documents and the First Priority any Intercreditor Agreement. 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 creation of the Parallel Obligation) as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture Indenture, the Collateral Trust Agreement and the any Intercreditor AgreementsAgreement, and authorizes and directs the Collateral Agent Trustee to enter into the Collateral Documents and the any Intercreditor Agreements Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Company shall deliver to the 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 12.112.01, to assure and confirm to the 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. The Issuer Company shall, and shall cause the Subsidiaries of the Issuer Guarantors 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 Jurisdictionjurisdiction 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 Issuers Company and the Guarantors to the First Priority Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and the Collateral 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 (subject to the terms of the Collateral Trust Agreement, any Intercreditor Agreements Agreement and the other Collateral Documents), in favor of the Collateral Agent Trustee for the benefit of of, among others, the Holders and the Trustee subject to no Liens other than Permitted Liens.

Collateral Documents. 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 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 Issuers and the Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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 Obligations, subject to the terms of the First Priority Intercreditor AgreementAgreements. The Trustee and the Issuers hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of the Collateral Documents and the First Priority Intercreditor AgreementAgreements. 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 as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture 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 serve as representative of the Collateral Agent) the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the 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 12.1, to assure and confirm to 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. 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 cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers and the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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), 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 and punctual payment of inter alia the principal ofprincipal, premium interest and interest (including Additional Amountspremium, 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 dateInterest 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 Secured Obligations of the Issuers Company and the Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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 the Obligations, subject to the terms of the First Priority Intercreditor Agreement. The Trustee and the Issuers Company hereby acknowledge and agree that the Trustee or the Notes Collateral Agent Agent, as the case may be, holds the Collateral in trust for the benefit of the Holders and (i) the Trustee and the 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 First Priority Intercreditor Agreementother 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 the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their its terms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Trustee and the Notes Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers 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 12.110.01, 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. The Issuer shallCompany shall take, and shall cause the its Subsidiaries of the Issuer toto take, 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)) reasonably required to cause the Collateral Documents to create and maintainmaintain (to the extent contemplated hereunder or thereunder), as security for the Secured Obligations of the Issuers Company and the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and the Collateral DocumentsGuarantors, a valid and enforceable perfected Lien and security interest (subject to Permitted Senior Liens) in and on all of the Collateral (subject to the terms of the Intercreditor Agreements and the Collateral Documents)Collateral, in favor of the Trustee or the Notes Collateral Agent for the benefit of the Holders Holders; it being understood that the Trustee 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 hereby authorized to act on behalf of the Trustee, with full authority and powers of the Trustee subject hereunder, solely with respect to no Liens other than Permitted Liensits role as Notes Collateral Agent.

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 Issuers Company and the Note Guarantors to the Holders Holders, the Trustee or the Trustee Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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 the Notes Obligations, subject to the terms of the First Priority Intercreditor Agreement. The Trustee Trustee, the Company and the Issuers 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 Holders, the Trustee and the Trustee Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the First Priority Intercreditor AgreementDocuments. 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 the same may be in effect or may be amended from time to time in accordance with their its terms and this Indenture and the Intercreditor AgreementsIndenture, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents on the Issue Date, and the Intercreditor Agreements Collateral Documents at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers 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 12.118.01, 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. The Issuer On or following the Issue Date, the Company and the Note Guarantors shall, and shall cause the Subsidiaries of the Issuer toat their sole expense, take execute any and all actions and make all filings further documents, financing statements (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto 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 analogous procedures under continue the applicable laws in perfection of) the relevant Covered Jurisdiction)) required validity and priority of the Liens and security interests created or intended to cause be created by the Collateral Documents to create and maintainin the Collateral, as security for the Obligations of the Issuers and the Guarantors in each case, to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and extent required pursuant to the Collateral Documents, a valid and enforceable perfected Lien and . Such security interest in and on all of Liens will be created under the Collateral (subject to the terms of the Intercreditor Agreements Documents and the Collateral Documents), in favor of the Collateral Agent for the benefit of the Holders other security agreements and the Trustee subject to no Liens other than Permitted Liensinstruments and documents.

Collateral Documents. The due and punctual payment of (a) Each Lender authorizes 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 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 Issuers and the Guarantors Administrative Agent to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor 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 the Obligations, subject to the terms of the First Priority Intercreditor Agreement. The Trustee and the Issuers hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms enter into each of the Collateral Documents to which it is a party and the First Priority Intercreditor Agreementto take all action contemplated by such documents. Each HolderLender 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, by accepting a Note, consents it being understood and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release agreed that such rights and foreclosure of Collateral) and the Intercreditor Agreements as the same remedies may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the 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 exercised solely by the next sentence of this Section 12.1, to assure and confirm to 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. 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 cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers and the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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), in favor of the Collateral Administrative Agent for the benefit of the Holders 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 Administrative Agent is hereby authorized to execute and deliver on behalf of the Trustee subject Holders of Secured Obligations any Loan Documents necessary or appropriate to no Liens 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 Permitted Lienscontingent 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 Required Lenders or all of the Lenders, as applicable, and upon at least five Business Days’ prior written request by the Borrower to the Administrative Agent, 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 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 the Administrative Agent’s opinion, would expose the Administrative 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 Secured Obligations or any Liens upon (or obligations of the Borrower or any Subsidiary in respect of) all interests retained by the Borrower or any Subsidiary, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral.

Collateral Documents. The due Each Lender hereby further authorizes Administrative Agent to enter into each Collateral Document as secured party on behalf of 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 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 Issuers and the Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor 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 the Obligations, subject to the terms of the First Priority Intercreditor Agreement. The Trustee and the Issuers hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders Lenders and the Trustee other beneficiaries named therein and pursuant agrees to be 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 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 such 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 First Priority Intercreditor Agreement. 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 as the same may be in effect or may be amended from time to time other beneficiaries named therein in accordance with their the terms thereof and this Indenture and the Intercreditor Agreements, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the 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 12.1, to assure and confirm to 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. 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 cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers and the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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 Agreement. Each 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 Collateral Documents)Intercreditor Agreement, in favor any other applicable intercreditor agreement relating to any First Lien Credit Agreement or Permitted Indebtedness and any other documents and instruments as secured party on behalf of the Collateral Agent and for the benefit of the Holders Lenders and the Trustee subject other beneficiaries named therein, in each case as shall be necessary or advisable in connection with the Intercreditor Agreement and the incurrence of Permitted Indebtedness to no Liens other than Permitted Lienseffectuate the terms thereof and hereof, and each Lender hereby agrees to be bound by the terms thereof.

Collateral Documents. The due and punctual payment of the principal of, premium and interest (including Additional Amountspremium, 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 dateInterest 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 Notes Obligations of the Issuers Issuer and the Guarantors to the Holders or the Trustee Noteholder Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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 First Priority Intercreditor AgreementAgreements. The Trustee Trustee, the Issuer and the Issuers Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and Noteholder Secured Parties pursuant to the terms of the Collateral Documents and the First Priority Intercreditor AgreementAgreements. 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 as the same each may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Notes Collateral Agent to enter into the Collateral 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 Notes Collateral Agent and the Trustee to perform its respective obligations and exercise its respective rights thereunder under and in accordance therewithwith the Collateral Documents and Intercreditor Agreements to which it is a party. The Issuers 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 12.113.01, 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. The Issuer shall, and shall cause the its Subsidiaries of the Issuer to, take any and all actions and make all filings filings, registrations and recordations (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)thereto) required to cause the Collateral Documents to create create, perfect and maintain, as security for the Notes Obligations of the Issuers Issuer and the Guarantors to the Notes Noteholder Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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), in favor of the Notes Collateral Agent for the benefit of the Holders and the Trustee Noteholder Secured Parties subject to no Liens other than Permitted LiensLiens and with the priority set forth in the Intercreditor Agreements. For the avoidance of doubt, the Trustee and Notes Collateral Agent shall not have a Lien on the Excluded Assets.

Collateral Documents. The due and punctual payment of the principal of, premium interest and interest (including Additional Amountsadditional 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 dateInterest 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 of the Issuers Company and the Guarantors Restricted Subsidiaries to the Holders or the Trustee under this Indenture, Indenture and the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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, Obligations under this Indenture and the Notes 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 First Priority Intercreditor Agreement. The Trustee and the Issuers hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of the Collateral Documents and the First Priority Intercreditor AgreementDocuments. 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 the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreementsits terms, and authorizes and directs the Collateral Agent Trustee to enter into the Intercreditor and Collateral Documents and the Intercreditor Agreements and Agency Agreement, to perform its or cause to be performed obligations and exercise its 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. The Issuers 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 Company shall deliver to the 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 12.113.1, to assure and confirm to the 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. The Issuer shallTrustee, Company and the Restricted Subsidiaries hereby acknowledge and agree that the Collateral and Intercreditor Agent holds the Collateral for the ratable benefit of, and shall cause the Subsidiaries of the Issuer toas agent for, 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 cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers and the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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), in favor of the Collateral Agent for the benefit of the Holders and the Trustee subject to no Liens other than Permitted Liensthe terms of the Collateral Documents.

Collateral Documents. The due and punctual payment (a) Each Lender authorizes the Administrative Agent to enter into, on behalf of the principal ofeach such Lender, 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 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 Issuers and the Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor 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 the Obligations, subject to the terms of the First Priority Intercreditor Agreement. The Trustee and the Issuers hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms each of the Collateral Documents to which it is a party, and the First Priority Intercreditor Agreementto take all action contemplated by each of such documents. Each HolderLender 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, by accepting a Note, consents it being understood and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release agreed that such rights and foreclosure of Collateral) and the Intercreditor Agreements as the same remedies may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the 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 exercised solely by the next sentence of this Section 12.1, to assure and confirm to 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. 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 cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers and the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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), in favor of the Collateral 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 Trustee subject Holders of Secured Obligations any Loan Documents necessary or appropriate to no Liens 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 and to release any Guarantor from its obligations under any Loan Document (i) upon termination of the Revolving Loan Commitments and payment and satisfaction of all of the Obligations (other than Permitted Liensobligations to pay fees and expenses with respect to which the Borrower has not received an invoice, 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 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, 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 Required Lenders or all of the Lenders, as applicable, the security interest in such Collateral shall be automatically released or such Guarantor shall be automatically released from its obligations under the Loan 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 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 or the release of such Guarantor from its obligations under the Loan Documents, as the case may be; provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent's opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens or such Guarantor without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of the Borrower or any Subsidiary in respect of) all interests retained by the Borrower or any Subsidiary, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral.

Collateral Documents. The due and punctual payment of (a) Each Lender authorizes 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 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 Issuers and the Guarantors Administrative Agent to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor 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 the Obligations, subject to the terms of the First Priority Intercreditor Agreement. The Trustee and the Issuers hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms enter into each of the Collateral Documents to which it is a party and the First Priority Intercreditor Agreementto take all action contemplated by such documents. Each HolderLender 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, by accepting a Note, consents it being understood and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release agreed that such rights and foreclosure of Collateral) and the Intercreditor Agreements as the same remedies may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the 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 exercised solely by the next sentence of this Section 12.1, to assure and confirm to 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. 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 cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers and the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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), in favor of the Collateral Administrative Agent for the benefit of the Holders 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 Administrative Agent is hereby authorized to execute and deliver on behalf of the Trustee subject Holders of Secured Obligations any Loan Documents necessary or appropriate to no Liens 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 Permitted Lienscontingent 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 Required Lenders or all of the Lenders, as applicable, and upon at least five Business Days' prior written request by the Borrower to the Administrative Agent, 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 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 the Administrative Agent's opinion, would expose the Administrative 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 Secured Obligations or any Liens upon (or obligations of the Borrower or any Subsidiary in respect of) all interests retained by the Borrower or any Subsidiary, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral.

Collateral Documents. The (a) Prior to an Investment Grade Rating Event, the due and punctual payment of the Notes Obligations, including payment of the principal of, premium and interest (including Additional Amountson, if any) on , 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 of the Issuers and the Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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 the Liens that secure the Obligations, subject to the terms of the First Priority Intercreditor Agreement. The Trustee this Indenture and the Issuers hereby acknowledge and agree that will be secured by the Collateral Agent holds the Collateral as provided in trust for the benefit of the Holders and the Trustee and pursuant to the terms of the Collateral Documents hereafter delivered as required by this Indenture. On the Issue Date, the Company and the First Priority Intercreditor Guarantors shall grant a security interest in all their assets constituting Collateral by executing the Security Agreement and such other Collateral Documents that 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 the event that any mortgage on Material Real Property described in clause (i) of the definition thereof is not delivered on the Issue Date, the Company and the 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 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 extent required under the Credit Agreement. , provided written notice to the 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 Agreements perfection, priority, validity or enforceability of a Lien held by or on behalf of any other holder of First-Priority Obligations in all or any part of the Collateral. Each Holder, by its acceptance thereof, (i) authorizes the Trustee to appoint the Collateral Agent to act on its behalf as the same may be in effect or may be amended from time to time in accordance with their terms Collateral Agent under this Indenture, the Security Agreement and this Indenture and under each of the Intercreditor Agreementsother Collateral Documents, and (ii) authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver therewith and (iii) authorizes the 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 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 12.1, to assure and confirm to 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. 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 cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers and the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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 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 First-Priority Obligations, together with such powers and discretion as are reasonably incidental thereto. (c) Each Holder, by its acceptance thereof, authorizes the Collateral Agent and the Trustee, as applicable, to enter into the Intercreditor Agreements Agreement (or, if such agreement is terminated, any substantially identical intercreditor agreement on behalf of, and binding with respect to, the Holders and their interest in designated assets, in connection with the incurrence of any First-Priority Obligations). The Collateral Agent, will enter into any such future intercreditor agreement at the request of the Company, provided that the Company will have delivered to the Collateral Agent, an Officer’s Certificate and Opinion of Counsel to the effect that such other intercreditor agreement is authorized or permitted by this Indenture and the Collateral Documents), in favor of the Collateral Agent for the benefit of the Holders Documents and the Trustee subject to no Liens other than Permitted Liensthat all conditions precedent thereto have been met or waived.

Collateral Documents. 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 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 Senior Secured Notes Obligations of the Issuers Company and the Guarantors to the Holders or Holders, the Trustee or Collateral Agent under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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 First Priority Intercreditor AgreementAgreements. The Trustee and the Issuers Company hereby acknowledge and agree that the Credit Agreement Collateral Agent holds the Collateral in trust for the benefit of itself, the Holders and the Trustee and pursuant to the terms of the Collateral Documents and the First Priority Intercreditor AgreementAgreements. 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 as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Company shall deliver to the 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 SECTION 12.1, to assure and confirm to 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. The Issuer Company shall, and shall cause the Restricted Subsidiaries of the Issuer Company 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)thereto) required to cause the Collateral Documents to create and maintain, as security for the Senior Secured Notes Obligations of the Issuers Company and the Guarantors to the Senior Secured Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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), in favor of the Collateral Agent for the benefit of itself, the Holders Holders, the Trustee and the Trustee Collateral Agent subject to no Liens other than Permitted Liens, and to otherwise comply with the requirements of the Collateral Requirement.

Collateral Documents. 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 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 Issuers and the Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, the First Priority Bank Intercreditor 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 the Obligations, subject to the terms of the First Priority Bank Intercreditor Agreement. The Trustee and the Issuers hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of the Collateral Documents and the First Priority Bank Intercreditor Agreement. 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 as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the 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 12.1, to assure and confirm to 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. 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 cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers and the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Bank Intercreditor Agreement 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), 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. The due and punctual payment of the interest, principal of, premium and interest (including Additional Amountspremium, if any) , on the Notes and Note Guarantees when and as the same shall be due and payable, whether on an interest payment datea 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 of the Co-Issuers and the Guarantors to the Holders or the Trustee Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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 Obligations, subject to the terms of the First Priority Intercreditor AgreementAgreements. The Trustee Trustee, the Collateral Custodian, the Co-Issuers and the Issuers Guarantors hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and Notes Secured Parties pursuant to the terms of the Collateral Documents and the First Priority Intercreditor AgreementAgreements. 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 as the same each may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Trustee, Collateral Custodian and the Collateral Agent to enter into the Collateral Documents and the 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 Collateral Agent, the Collateral Custodian and the Trustee to perform its respective obligations and exercise its respective rights thereunder under and in accordance therewithwith the Collateral Documents and Intercreditor Agreements to which it is a party. The Co-Issuers and the Guarantors shall deliver to the 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 12.113.01, to assure and confirm to the 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. The Issuer Co-Issuers and Spirit shall, in each case at their own expense, (A) promptly execute and shall deliver (or cause such Subsidiary to execute and deliver) to the Subsidiaries of Collateral Agent such documents and take such actions to create, grant, establish, preserve and perfect the Issuer to, take any and all actions and make all filings applicable priority Liens (subject to Permitted Liens) (including to obtain any release or termination of Liens not permitted under Section 4.10 and 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)as applicable) required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers and the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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), in favor of the Collateral Agent for the benefit of the Holders 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 the Trustee to ensure that such Collateral shall be subject to no other Liens other than any Permitted LiensLiens 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 and the Collateral Custodian, a customary written opinion of counsel to such Co-Issuer or such other Guarantor, as applicable, with respect to the matters described in clause (A) of this Section 13.01, in each case within twenty (20) Business Days after the addition of such Collateral.

Collateral Documents. The due and punctual payment of the principal of, premium and interest (including Additional Amounts, if anya) 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 Issuers Each Lender and the Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor 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 the Obligations, subject to the terms of the First Priority Intercreditor Agreement. The Trustee and the Issuers hereby acknowledge and agree that Administrative Agent authorizes the Collateral Agent holds to enter into each of the Collateral in trust 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, it being understood and agreed that such rights and remedies may be exercised solely by the Collateral Agent for the benefit of the Holders and the Trustee and pursuant to Secured Parties upon the terms of the Collateral Documents and the First Priority Intercreditor Agreement. Each Holder, . (b) In the event that any Collateral is hereafter pledged by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing any Person as collateral security for the possessionSecured Obligations, use, release and foreclosure of Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the 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 12.1, to assure and confirm to 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. 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 cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers and the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and the Collateral Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral is hereby authorized (subject to the terms of the Intercreditor Agreements 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), in favor of the Collateral Agent on behalf of the Secured Parties. (c) Subject to the terms of the Intercreditor Agreement, the Lenders and the Administrative Agent hereby authorize the Collateral Agent, at its 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 such documents as may be necessary to evidence the release of the Liens granted to the Collateral Agent for the benefit of the Holders and Secured Parties herein or pursuant hereto upon the Trustee subject Collateral that was sold or transferred; provided, however, that (i) the Collateral Agent shall not be required to no Liens 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 entail any consequence other than Permitted the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of the Borrower or any Restricted Subsidiary in respect of) all interests retained by the Borrower or any Restricted Subsidiary, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. (e) 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 any Collateral Document (including the release of any Lien granted by such Guarantor under any such Collateral Document) in connection with (x) the designation of such Guarantor as an Unrestricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary” or (y) the execution by any Subsidiary of Propel Acquisition LLC of an agreement evidencing Propel Indebtedness the terms of which prohibit such Subsidiary from providing a guaranty of the 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 release. Upon request by any Agent at any time, the Lenders shall confirm in writing each Agent’s authority to release the applicable Guarantor pursuant to this clause (e). (f) No agreement shall amend, modify or otherwise affect the rights or duties of the Collateral Agent without the prior written consent of the Collateral Agent.

Collateral Documents. The due and punctual payment of the principal of, premium Principal of and interest (including Additional AmountsInterest, 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, 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 obligations of the Issuers and the Guarantors Company to the Holders of Notes or the Trustee under this Indenture, Indenture and the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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 the Obligations, subject to the terms of the First Priority Intercreditor Agreement. The Trustee and the Issuers hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of the Collateral Documents and the First Priority Intercreditor Agreement. 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 the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their its terms and this Indenture and the Intercreditor Agreements, and authorizes and directs each of the Collateral Agent and the Trustee, as the case may be, to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Company shall deliver to the 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 12.1any Collateral Document, to assure and confirm to the 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. The Issuer shallCompany shall take, and or shall cause the its Subsidiaries to take, upon request of the Issuer toTrustee or the Collateral Agent, 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)) reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers and the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and the Collateral DocumentsCompany hereunder, a valid and enforceable perfected first priority Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreements and the Collateral Documents)Pledged Collateral, in favor of the Collateral Agent and the Trustee, as the case may be, for the benefit of the Holders of Notes and other Indebtedness subject to the Trustee Pledge Agreement superior to and prior to the rights of all third Persons and subject to no other Liens other than Permitted Liens. The Company and the Guarantors shall pledge as additional Collateral all After-Acquired Property, subject to Permitted Liens. The Company and the Guarantors shall also use all commercially reasonable efforts to ensure that any material contract or agreement relating to After-Acquired Property will not contain provisions that would impair or prevent the creation of a security interest therein or result in such contract or After-Acquired Property being excluded from the Collateral.

Collateral Documents. 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 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 Issuers and the Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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 the Obligations, subject to the terms of the First Priority Intercreditor Agreement. The Trustee and the Issuers hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders Purchasers, 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 Trustee and 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 Guaranty Agreement or (b) release any Collateral (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 First Priority Intercreditor Agreement. 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 as the same Guaranty Agreement may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the 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 exercised solely by the next sentence of this Section 12.1, to assure and confirm to 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. 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 cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers and the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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), in favor of the Collateral Agent for the benefit of the Holders Purchasers in accordance with the terms thereof, and (2) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale, the Collateral Agent or any Purchaser may be the purchaser of any or all of such Collateral at any such sale and the Trustee subject Collateral Agent, as agent for and representative of the Purchasers (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, 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 such public sale, to no Liens other than Permitted Liensuse and apply any of the Note Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent at such sale.

Collateral Documents. The due and punctual payment of the principal of, premium interest and interest (including Additional Amountsadditional 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 dateInterest 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 of the Issuers Company and the Guarantors Restricted Subsidiaries to the Holders or the Trustee under this Indenture, Indenture and the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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, Obligations under this Indenture and the Notes 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 First Priority Intercreditor Agreement. The Trustee and the Issuers hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of the Collateral Documents and the First Priority Intercreditor AgreementDocuments. 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 the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreementsits terms, and authorizes and directs the Collateral Agent Trustee to enter into the Intercreditor and Collateral Documents and the Intercreditor Agreements and Agency Agreement, to perform its or cause to be performed obligations and exercise its 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. The Issuers 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 Company shall deliver to the 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 12.111.1, to assure and confirm to the 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. The Issuer shallTrustee, Company and the Restricted Subsidiaries hereby acknowledge and agree that the Collateral and Intercreditor Agent holds the Collateral for the ratable benefit of, and shall cause the Subsidiaries of the Issuer toas agent for, 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 cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers and the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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), in favor of the Collateral Agent for the benefit of the Holders and the Trustee subject to no Liens other than Permitted Liensthe terms of the Collateral Documents.

Collateral Documents. The due and punctual payment of the principal of, premium and interest (including Additional Amountson, 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 on, if any, and interest on the Notes and performance of all other Notes Obligations of the Issuers Issuer and the Guarantors to the Holders of the Notes or the Trustee under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and the and/or Collateral DocumentsAgent (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 Priority Lien Intercreditor Agreement. The Trustee Trustee, the Issuer and the Issuers Guarantors hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders Holders, the Trustee and the Trustee Collateral Agent and pursuant to the terms of the Collateral Documents and the First Priority Lien Intercreditor Agreement. 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 Agreements Agreement, each as the same may be in effect or may be amended from time to time in accordance with their terms and the terms of this Indenture and the Intercreditor AgreementsIndenture, and authorizes and directs the Collateral Agent and/or the Trustee, as applicable, to enter into the Collateral Documents and the First Lien Intercreditor Agreements Agreement on the Issue Date, and, at any time after the Issue Date, if applicable, 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. The Issuers Issuer shall deliver to the 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 12.1Collateral Documents, to assure and confirm to 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. The Issuer shallOn or following the Issue Date and subject to the First Lien Intercreditor Agreement, and shall cause the Subsidiaries of the Issuer to, take and the Guarantors shall execute any and all actions 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 filing of UCC or PPSA financing statements, and continuation statements and amendments thereto 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 in order to grant, preserve, maintain, protect and perfect (or analogous procedures under continue the applicable laws in perfection of) the relevant Covered Jurisdiction)) required validity and priority of the Liens and security interests created or intended to cause be created by the Collateral Documents to create and maintainin the Collateral, as security for the Obligations of the Issuers and the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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), 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. The due and punctual payment of the principal of, premium and interest (including Additional Amountspremium, if any) , and interest on the Notes and Guarantees when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and Guarantees and performance of all other Obligations of the Issuers and the Guarantors to the Holders or the Trustee Noteholder Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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 Obligations, subject to the terms of the First Priority Intercreditor AgreementAgreements. The Trustee Trustee, the Issuers and the Issuers Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and Noteholder Secured Parties pursuant to the terms of the Collateral Documents and the First Priority Intercreditor AgreementAgreements. 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 as the same each may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Notes Collateral Agent to enter into the Collateral 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 Notes Collateral Agent and the Trustee to perform its respective obligations and exercise its respective rights thereunder under and in accordance therewithwith the Collateral Documents and Intercreditor Agreements to which it is a party. The 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 12.113.01, 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. The Issuer Issuers and the Guarantors shall, and the Company shall cause the its Subsidiaries of the Issuer to, take any and all actions and make all filings filings, registrations and recordations (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)thereto) required to cause the Collateral Documents to create create, perfect and maintain, as security for the Obligations of the Issuers and the Guarantors to the Notes Noteholder Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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), in favor of the Notes Collateral Agent for the benefit of the Holders and the Trustee Noteholder Secured Parties subject to no Liens other than Permitted Liens.Permitted

Collateral Documents. 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 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 Secured Notes Obligations of the Issuers Company and the Guarantors to the Holders or Holders, the Trustee or Collateral Agent under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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 First Priority Intercreditor AgreementAgreements. The Trustee and the Issuers Company hereby acknowledge and agree that the Credit Agreement Collateral Agent holds the Collateral in trust for the benefit of itself, the Holders and the Trustee and pursuant to the terms of the Collateral Documents and the First Priority Intercreditor AgreementAgreements. 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 as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Company shall deliver to the 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 SECTION 12.1, to assure and confirm to 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. The Issuer Company shall, and shall cause the Restricted Subsidiaries of the Issuer Company 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)thereto) required to cause the Collateral Documents to create and maintain, as security for the Secured Notes Obligations of the Issuers Company and the Guarantors to the Secured Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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), in favor of the Collateral Agent for the benefit of itself, the Holders Holders, the Trustee and the Trustee Collateral Agent subject to no Liens other than Permitted Liens, and to otherwise comply with the requirements of the Collateral Requirement.

Collateral Documents. The due and punctual payment of the principal of, premium of and interest (including Additional Amountsand premium, if any) , on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and 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 obligations of the Issuers Company and the Guarantors to the Holders of Notes or the Trustee under this Indenture, Indenture and the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral DocumentsDocuments which the Company, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Priority Intercreditor Agreement. The Trustee Guarantors and the Issuers hereby acknowledge Heller Debtor Subsidiaries have entered into simultaneously with the e▇▇▇▇▇▇on of this Indenture and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of the Collateral Documents and the First Priority Intercreditor Agreementwhich 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 the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their the terms and this Indenture and of the Intercreditor Agreements, Collateral Documents and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Company shall deliver to the 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 12.1the Collateral Documents or as may be reasonably requested in writing by the Trustee, to assure and confirm to the 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. The Issuer shallSubject to the terms of the Intercreditor Agreement, and the Company shall take, or shall cause the its Restricted Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Issuer toTrustee, 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)) reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers Company hereunder and of the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note their Guarantees, the First Priority Intercreditor Agreement 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)Note Collateral, in favor of the Collateral Agent for the benefit of the Holders and of Notes with the Trustee priority required under the Collateral Documents, 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 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 Issuers and the Guarantors to the Holders Holders, the Trustee or the Trustee Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees, the First Priority Pari Passu Intercreditor Agreement and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which the Issuers and the Guarantors will enter into on the Issue Date and which define the terms of the Liens that secure the ObligationsObligations under the Notes, subject to the terms of the First Priority Pari Passu Intercreditor Agreement. . (b) The Trustee Trustee, the Issuers and the Issuers Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders Holders, the Trustee and the Trustee Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the First Priority Pari Passu Intercreditor Agreement. 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 Pari Passu Intercreditor Agreements Agreement, each as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor AgreementsIndenture, and authorizes and directs the Notes Collateral Agent and the Trustee, as applicable, to enter into the Collateral Documents and the Pari Passu Intercreditor Agreements Agreement on the Issue Date, and, at any time after the Issue Date, if applicable, the Junior Lien Intercreditor Agreement, and any 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. . (c) The 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 12.112.01(c), 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. The Issuer shallOn or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Issuers and the Guarantors shall execute, acknowledge, deliver, record or file or cause the Subsidiaries of the Issuer toto be executed, take acknowledged, delivered, recorded or filed, at its expense, any and all actions 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 filing of UCC (or PPSA financing statements, foreign equivalent) and continuation statements and amendments thereto 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 in order to assure, grant, preserve, protect and perfect (or analogous procedures under continue the applicable laws in perfection of) the relevant Covered Jurisdiction)) required validity and priority of the Liens and security interests created or intended to cause be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Obligations under the Credit Agreement, no actions shall be required to create and maintain, as security for be taken with respect to the Obligations perfection of the Issuers and security interests in the Guarantors Collateral to the Notes Secured Parties extent such actions are not required to be taken, and have not been taken, with respect to the Credit Agreement. Such security interest and Liens will be created under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and the Collateral DocumentsDocuments and other security agreements, a valid mortgages and enforceable perfected Lien other instruments and security interest in and on all of the Collateral documents. (subject to the d) The terms of the Pari Passu Intercreditor Agreements Agreement are hereby ratified and approved by the Trustee on its own behalf and on behalf of the Holder in all respects and the Collateral Documents), in favor of the Collateral Agent for the benefit Trustee on its own behalf and on behalf of the Holders and directs the Trustee subject Notes Collateral Agent to no Liens other than Permitted Liensbind itself to the term thereof on behalf of the Holders.

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 of the Issuers Issuer and the Guarantors to the Holders Holders, the Trustee or the Trustee Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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 First Priority Intercreditor AgreementAgreements. The Trustee Trustee, the Issuer and the Issuers Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders Holders, the Trustee and the Trustee Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the First Priority Intercreditor AgreementAgreements. 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, each as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor AgreementsIndenture, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreements Agreement on the Issue Date, and each additional Collateral Document and Junior Lien 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. The Issuers 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 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. The On or following the Issue Date and subject to the ABL Intercreditor Agreement, the Issuer shalland the Guarantors shall execute, and shall file or cause the Subsidiaries filing of the Issuer to, take any and all actions and make all filings further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral and cause the Collateral Requirement to be and remain satisfied; provided that for so long as there are outstanding any Senior Secured Term Credit Facility Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Senior Secured Term Credit Facility. (b) Notwithstanding anything to the contrary herein, the security interests in the Collateral securing the Notes (other than as set forth in the following proviso) will not be required to be in place on the Issue Date and will not be perfected on such date, but will be required to be put in place and perfected no later than 90 days after the Issue Date or as promptly as reasonably practicable thereafter; provided, however, that (i) Collateral that may be perfected by the filing of UCC or PPSA financing statements, continuation statements (ii) Collateral that may be perfected by the filing with the United States Copyright Office and amendments thereto (iii) pursuant to the Intercreditor Agreements, Collateral that may be perfected by the Term Collateral Agent or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the ABL Collateral Documents to create and maintainAgent holding possession, custody or control thereof as security bailee for the Obligations of the Issuers and the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and the Collateral Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject Agent pursuant to the terms of the Intercreditor Agreements and the Collateral Documents)Agreements, in favor of each case, shall be required to be delivered or filed, as applicable, on the Collateral Agent for the benefit of the Holders and the Trustee subject to no Liens other than Permitted LiensIssue Date.

Collateral Documents. 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 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 obligations of the Issuers and the Guarantors to the Holders or the Trustee Company 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 Note Guaranteesexpenses, the First Priority Intercreditor Agreement 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 the Note Obligations, subject to the terms of the First Priority Intercreditor AgreementAgreements. The Trustee and the Issuers Company hereby acknowledge and agree that the Note Collateral Agent holds the Collateral in trust for the benefit of the Holders Secured Parties, in each case pursuant and the Trustee and pursuant subject to the terms of the Collateral Note Security Documents and the First Priority Intercreditor AgreementAgreements. 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 Agreements, in each case as the same may be in effect or may be amended amended, supplemented, waived or otherwise modified from time to time in accordance with their terms and this Indenture and the Intercreditor Agreementsterms, and authorizes and directs the Note Collateral Agent to enter into the Collateral Note Security Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Pursuant and subject to the terms of the Note Security Documents and the Intercreditor Agreements, the Company shall deliver to the 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 12.111.1, to reasonably assure and confirm to the 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. The Issuer Company shall, and shall cause the Subsidiaries each of the Issuer Guarantors to, use commercially reasonable efforts 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 reasonably necessary to cause the Collateral Note Security Documents to create and maintain, as security for the Obligations of the Issuers and the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and the Collateral DocumentsObligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (in favor of the Note Collateral Agent for the benefit of the Secured Parties, as and to the extent contemplated by the Note Security Documents and subject to the terms of the Intercreditor Agreements Agreements, including making all filings and recordings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) or recordings and taking all other similar actions as are reasonably necessary or required by the Note Security Documents or that the Note Collateral Agent may reasonably request (to the extent required under the Note Security Documents) in order to create, preserve, validate, maintain and perfect (at the sole cost and expense of the Company and the Guarantors) the security interest and liens created by the Note Security Documents in the Collateral as a perfected security interest, in each case other than with respect to any Collateral the lien or security interest in or on which is not required to be maintained or perfected under the Note Security Documents), and subject to Liens permitted under this Indenture, including Permitted Liens and other Liens permitted by Section 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 Holders 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 legality, validity and enforceability of any security interest created in the Collateral or the perfection and priority of such security interest. For the avoidance of doubt, if any Guarantor shall not so maintain the security interest and liens created by the Note Security Documents as a perfected security interest as described therein (in the case of the Pledge and Security Agreement, 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 use of commercially reasonable efforts) be deemed to be in accordance with the terms of this Indenture or any of the Note Security Documents for purpose of clause (i) of the first parenthetical in Section 6.1(9) of this Indenture. The Company and the Trustee 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 no Liens other than Permitted Liensthe terms of the Note Security Documents.

Collateral Documents. 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 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 Issuers and the Guarantors Grantors to the Holders Holders, the Trustee or the Trustee Collateral Agent under this Indenture, the Notes, the Note GuaranteesSubsidiary Guarantees (other than the Guarantee of the SD Guarantor), the First Priority Intercreditor 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 the Obligations, subject to the terms of the First Priority Intercreditor Agreement. The Trustee and the Issuers Issuer hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of itself, the Holders and the Trustee and pursuant to the terms of the Collateral Documents and the First Priority Intercreditor Agreement. 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 Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Priority Intercreditor AgreementsAgreement, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the First Priority Intercreditor Agreements Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Issuer shall deliver to the 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 12.112.01, to assure and confirm to 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. The Issuer shall, and shall cause the Subsidiaries of the Issuer to, take any and all actions and make all filings or cause such filings to be made (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the any relevant Covered Jurisdictionjurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers and the Guarantors to the Notes Secured Parties Grantors under this Indenture, the Notes, the Note GuaranteesSubsidiary Guarantees (other than the Guarantee of the SD Guarantor), the First Priority Intercreditor Agreement 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 First Priority Intercreditor Agreements Agreement 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 Loan Obligations when and as the same shall be due and payable, whether on an interest 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 of the Issuers Borrower and the Guarantors to the Holders Lenders or the Trustee Administrative Agent under this IndentureAgreement, the NotesLoan Obligations, the Note 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 First Priority Intercreditor Agreement “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 the Obligations, subject to the terms of the First Priority Intercreditor AgreementAgreement and the Legal Reservations. The Trustee Administrative Agent and the Issuers Borrower hereby acknowledge and agree that the Collateral Agent holds the security interest in the Collateral in trust for the benefit of itself in trust or otherwise, the Holders Lenders and the Trustee Administrative Agent and pursuant to the terms of this Agreement, the Collateral Documents and the First Priority Intercreditor Agreement. . (b) Each Holder, by accepting a Note, consents Lender will be deemed to have: (1) appointed 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 as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreements, and authorizes and directs authorized the Collateral Agent and the Administrative Agent to give effect to the provisions in the Intercreditor Agreement, any Acceptable Intercreditor Agreement and the Collateral Documents; (2) authorized the Collateral Agent and the Administrative Agent, as applicable, to act in its name and on its behalf to enter into the Collateral Documents and the Intercreditor Agreements Agreement and to be bound thereby and to perform its their respective obligations and exercise its their respective rights thereunder in accordance therewith. ; (3) agreed to be bound by the provisions of 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 Intercreditor Agreement, any Acceptable Intercreditor Agreement and the Collateral Documents. (c) The Issuers Borrower shall deliver or cause to be delivered to the 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 12.111.01(c), to assure and confirm provide to the 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. The Issuer Borrower shall, and shall cause the Subsidiaries each of the Issuer other Grantors 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 cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers Borrower and the Secured Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement Lenders and the Collateral DocumentsAdministrative 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 Agreements Agreement, any Acceptable Intercreditor Agreement and the Collateral Documents), in favor of the Collateral Agent for the benefit of the Holders Lenders and the Trustee Administrative Agent, subject to no Liens other than Permitted Collateral Liens. (d) The security interests in the Collateral securing the Loan Obligations will not be required to be in place on the Closing Date and will not be perfected on such date, but will be required to be put in place by no later than 120 days after the Closing Date, as such date will be extended with the written consent of the Administrative Agent (not to be unreasonably withheld). (e) Notwithstanding any provision hereof to the contrary, the provisions of this Article XI are qualified in their entirety by the Agreed 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 Agreed Security Principles or the Legal Reservations.

Collateral Documents. 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 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 Issuers and the Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and the Collateral DocumentsNotes Obligations, 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 First Priority Intercreditor Agreement. The Trustee and the Issuers Company hereby acknowledge and agree that the Collateral Agent holds Agent’s security interest in the Collateral in trust is for the benefit of the Holders and the Trustee Notes Secured Parties and pursuant to the terms of the Collateral Documents and the First Priority Intercreditor AgreementDocuments. 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/Second Priority Intercreditor Agreements and Subordination Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Priority/Second Priority Intercreditor Agreementsand Subordination Agreement, and irrevocably authorizes and directs the Collateral Agent (i) to enter into the Collateral Documents and the First Priority/Second Priority Intercreditor Agreements and Subordination Agreement, (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 Obligations)) and (iii) perform its obligations the duties and exercise its rights thereunder in accordance therewiththe rights, 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 discretions. The Issuers Company shall deliver to the 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 12.110.01, to assure and confirm to the 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. The Issuer Company shall, and shall cause the Subsidiaries of the Issuer Company 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)thereto) required to cause the Collateral Documents to create and maintain, as security for the Notes Obligations in favor of the Issuers Collateral Agent for the benefit of the Holders and the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and the Collateral DocumentsTrustee, 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)Collateral, in favor of the Collateral Agent for the benefit of the Holders and the Trustee subject to no Liens other than Permitted Liens. Neither the Trustee nor the Collateral Agent shall have any responsibility or liability in connection with such actions and filings.

Collateral Documents. The due and punctual payment of the principal of, of and interest and premium and interest (including Additional AmountsLiquidated Damages, 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, 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 obligations of the Issuers and the Guarantors to the Holders of Notes or the Trustee under this Indenture, Indenture and the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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 the Obligations, subject to the terms of the First Priority Intercreditor Agreement. The Trustee Issuers and the Issuers hereby acknowledge and agree that Guarantors have entered into simultaneously with the Collateral Agent holds the Collateral in trust for the benefit execution of the Holders and the Trustee and pursuant to the terms of this Indenture (including, without limitation, the Collateral Documents and the First Priority Intercreditor Agreementlisted on Exhibit H 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 of Collateral and foreclosure limitations on exercise of Collateralrights and remedies) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their the terms and of this Indenture and the Intercreditor Agreements, Collateral Documents and authorizes and directs the Collateral Agent Trustee to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and Guarantors shall deliver to the 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 12.1the Collateral Documents, to assure and confirm to the 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. The Issuer shallSubject to the terms of the Intercreditor Agreement, the Issuers shall take, and shall cause the Restricted Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Issuer toTrustee, 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)) reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunder and of the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and the Collateral Documents, a valid and enforceable perfected Lien and security interest of the priority required by the Collateral Documents in and on all of the Collateral (subject to the terms of the Intercreditor Agreements and the Collateral Documents)Collateral, in favor of the Collateral Agent Trustee for the benefit of the Holders of Notes, superior to and prior to the 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 Trustee subject to no Liens other than Permitted Liensterms of the Intercreditor Agreement.

Collateral Documents. The due and punctual payment of the principal of, premium and interest (including Additional Amounts, if anya) 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 Issuers Each Lender and the Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor 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 the Obligations, subject to the terms of the First Priority Intercreditor Agreement. The Trustee and the Issuers hereby acknowledge and agree that Administrative Agent authorizes the Collateral Agent holds to enter into each of the Collateral in trust 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, it being understood and agreed that such rights and remedies may be exercised solely by the Collateral Agent for the benefit of the Holders and the Trustee and pursuant to Secured Parties upon the terms of the Collateral Documents and the First Priority Intercreditor Agreement. Each Holder, . (b) In the event that any Collateral is hereafter pledged by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing any Person as collateral security for the possessionSecured Obligations, use, release and foreclosure of Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the 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 12.1, to assure and confirm to 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. 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 cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers and the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and the Collateral Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral is hereby authorized (subject to the terms of the Intercreditor Agreements 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), in favor of the Collateral Agent on behalf of the Secured Parties. (c) Subject to the terms of the Intercreditor Agreement, the Lenders and the Administrative Agent hereby authorize the Collateral Agent, at its 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. LEGAL02/36800330v21 (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 such documents as may be necessary to evidence the release of the Liens granted to the Collateral Agent for the benefit of the Holders and Secured Parties herein or pursuant hereto upon the Trustee subject Collateral that was sold or transferred; provided, however, that (i) the Collateral Agent shall not be required to no Liens 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 entail any consequence other than Permitted the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of the Borrower or any Restricted Subsidiary in respect of) all interests retained by the Borrower or any Restricted Subsidiary, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. (e) 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 any Collateral Document (including the release of any Lien granted by such Guarantor under any such Collateral Document) in connection with the designation of such Guarantor as an Unrestricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”, (ii) to release the capital stock or 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 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 release. Upon request by any Agent at any time, the Lenders shall confirm in writing each Agent’s authority to release the applicable Guarantor pursuant to this clause (e). (f) No agreement shall amend, modify or otherwise affect the rights or duties of the Collateral Agent without the prior written consent of the Collateral Agent.

Collateral Documents. 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 date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (including Applicable Premium) and interest on the Notes and payment and performance of all other Obligations of the Issuers and the Guarantors to the Holders or the Trustee Note Party under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured by a pledge of a first priority perfected security interest in the Collateral in favor of the Collateral Agent on its behalf and the Holders as provided in the Collateral Documents, which define the terms of the Liens that secure the ObligationsObligations under the Note Documents, subject to the terms of the First Priority Intercreditor Agreement. The Trustee Company hereby acknowledges and the Issuers hereby acknowledge and agree agrees that the Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee Secured Parties and pursuant to the terms of the Collateral Documents and the First Priority Intercreditor Agreement. 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 Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture Agreement and the Intercreditor AgreementsAgreement, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Company shall deliver to the 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 12.121.1, to assure and confirm to 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 Agreement, of the Notes and the other Note Documents secured hereby, according to the intent and purposes herein expressed. The Issuer Parent and the Company shall, and shall cause the Subsidiaries of the Issuer Parent to, take any and all actions and make all filings (including the filing of UCC or PPSA Uniform Commercial Code financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)thereto) required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers and the Guarantors to the Notes Secured Note Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and the Collateral Documents, a valid and enforceable perfected first priority Lien and security interest in and on all of the Collateral Collateral, for which such a security interest can be created and maintained by performing such actions or making such filings (subject to the terms of the Intercreditor Agreements Agreement and the Collateral Documents), in favor of the Collateral Agent for the benefit of the Holders and the Trustee Secured Parties subject to no Liens other than Permitted Liens.

Collateral Documents. 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 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 Issuers and the Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor 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 the Obligations, subject to the terms of the First Priority Intercreditor Agreement. The Trustee and the Issuers Issuer hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee Term Loan/Notes Secured Parties and pursuant to the terms of the Collateral Documents and the First Priority Intercreditor AgreementAgreements. 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 as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreements, (ii) consents to the priority of Liens and payments provided for in the Intercreditor Agreements, (iii) agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (iv) authorizes and directs the Trustee (in the case of the applicable Intercreditor Agreements) and the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements on behalf of such Holder and to bind such Holder thereby and to perform its respective obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to , and (v) authorizes the release or subordination of any Lien granted under any Collateral Agent copies of all documents required to be filed Document pursuant to Section 12.2 below and 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 terms of this Section 12.1, to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents and the Intercreditor Agreements, and directs the Trustee (and directs the Trustee to direct the Collateral Agent) to execute and deliver or authorize the filing of any part thereof, as from time documents or instruments necessary or requested 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 expressedeffectuate or evidence such release or subordination. The Issuer shall, and the Guarantors 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)thereto) required to cause under the Collateral Documents to create and maintain, as security for the Notes Obligations of the Issuers and the Guarantors to the other Term Loan/Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and the Collateral DocumentsObligations, 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), in favor of the Collateral Agent for the benefit of the Holders Notes Secured Parties and the Trustee subject to no Liens other than Permitted LiensTerm Loan/Notes Secured Parties. In the event of any conflict between the terms of the Intercreditor Agreements and this Indenture or any of the other Notes Documents, the provisions of the Intercreditor Agreements shall govern and control.

Collateral Documents. The due and punctual payment of the principal of, premium of and interest (including Additional Amountson, if any) on the Notes (including, without limitation, any interest which accrues after the commencement of any proceedings under any Debtor Relief Laws with respect to any of the Company or any Guarantor, whether or not allowed or allowable as a claim in any such proceeding) 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 (including, without limitation, any interest which accrues after the commencement of any proceedings under any Debtor Relief Laws with respect to any of the Company or any Guarantor, whether or not allowed or allowable as a claim in any such proceeding) on the overdue principal of, premium on, if any, and interest interest, on the Notes and any other Note Obligations and performance of all other Obligations of the Issuers Company and the Guarantors to the Holders of Notes, the Trustee or the Trustee Collateral Agent under this Indenture, the NotesNotes (including, without limitation, the Note Guarantees, the First Priority Intercreditor Agreement and ) or the Collateral Documents, Documents according to the terms hereunder or thereunder, shall be are secured as provided in the Collateral DocumentsSecurity Agreement and the Pledge Agreement, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Priority Intercreditor Agreement. The Trustee Company and the Issuers hereby acknowledge and agree that Guarantors have entered into simultaneously with the Collateral Agent holds the Collateral in trust for the benefit execution of the Holders this Indenture, and the Trustee and pursuant to the terms of the other Collateral Documents and the First Priority Intercreditor Agreementin effect from time to time. 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 the Intercreditor Agreements as the same may be in effect or may be amended amended, supplemented or otherwise modified from time to time in accordance with their terms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Collateral Agent and/or the Trustee (as the case may be) to enter into the Collateral Documents and the Intercreditor Agreements (including Mortgages) and to perform its their obligations and exercise its their rights thereunder in accordance therewith. The Issuers shall Company and the Guarantors will deliver to the Trustee copies of all documents delivered to the 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 12.1the Collateral Documents, to assure and confirm to the Trustee and the Collateral Agent the security interest interest, mortgage or other Lien in the Collateral contemplated hereby, hereby or 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. The Issuer shall, Company and the Guarantors shall comply with the terms and provisions of the Collateral Documents and shall cause the Subsidiaries take, upon request of the Issuer toTrustee or the Collateral Agent, 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)) reasonably required to cause the Collateral Documents to create and maintain, as security for the Note Obligations of the Issuers Company and the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and the Collateral Documentshereunder, 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)Collateral, in favor of the Collateral Agent for the benefit of the Holders Trustee and the Trustee Holders of Notes, superior to and prior to the rights of all third Persons and subject to no other Liens other than Permitted Liens.

Collateral Documents. (a) The due and punctual payment of the principal of, premium and interest (including Additional Amountsinterest, 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 and interest on the Notes and performance of all other Indenture Obligations of the Issuers Issuer and the Guarantors to the Holders Holders, the Trustee or the Trustee Collateral Agent under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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 the Indenture Obligations, subject to the terms of the First Priority Intercreditor AgreementAgreements. The Trustee and the Issuers Issuer hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust security interest for the benefit of itself, the Holders and the Trustee and pursuant to the terms of this Indenture and the Collateral Documents and the First Priority Intercreditor AgreementDocuments. 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 Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Subject to the Applicable Collateral Limitations, the Issuer shall deliver to the 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 12.11501, to assure and confirm provide to the 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. The Subject to the Applicable Collateral Limitations, 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 cause the Collateral Documents to create and maintain, as security for the Indenture Obligations of the Issuers Issuer and the Guarantors to the First Lien Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and the Collateral DocumentsParties, a valid and 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 of the Collateral (subject to the terms of the Intercreditor Agreements and the other Collateral Documents), in favor of the Collateral Agent for the benefit of itself, the Holders and the Trustee subject to no Liens other than Permitted LiensLiens permitted by Section 1010 hereof. (b) Notwithstanding any provision hereof to the contrary, the provisions of this Article Fifteen are qualified in their entirety by the Applicable Collateral Limitations and neither the Issuer nor any Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.

Collateral Documents. The due and punctual payment of the principal of, premium and interest (including Additional Amounts, if anya) 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 Issuers Each Lender and the Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor 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 the Obligations, subject to the terms of the First Priority Intercreditor Agreement. The Trustee and the Issuers hereby acknowledge and agree that Administrative Agent authorizes the Collateral Agent holds to enter into each of the Collateral in trust 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, it being understood and agreed that such rights and remedies may be exercised solely by the Collateral Agent for the benefit of the Holders and the Trustee and pursuant to Secured Parties upon the terms of the Collateral Documents and the First Priority Intercreditor Agreement. Each Holder, . (b) In the event that any Collateral is hereafter pledged by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing any Person as collateral security for the possessionSecured Obligations, use, release and foreclosure of Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the 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 12.1, to assure and confirm to 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. 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 cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers and the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and the Collateral Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral is hereby authorized (subject to the terms of the Intercreditor Agreements 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), in favor of the Collateral Agent on behalf of the Secured Parties. (c) Subject to the terms of the Intercreditor Agreement, the Lenders and the Administrative Agent hereby authorize the Collateral Agent, at its 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 such documents as may be necessary to evidence the release of the Liens granted to the Collateral Agent for the benefit of the Holders and Secured Parties herein or pursuant hereto upon the Trustee subject Collateral that was sold or transferred; provided, however, that (i) the Collateral Agent shall not be required to no Liens 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 entail any consequence other than Permitted the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of the Borrower or any Restricted Subsidiary in respect of) all interests retained by the Borrower or any Restricted Subsidiary, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. (e) 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 any Collateral Document (including the release of any Lien granted by such Guarantor under any such Collateral Document) in connection with the designation of such Guarantor as an Unrestricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”, (ii) to release the capital stock or 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 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 release. Upon request by any Agent at any time, the Lenders shall confirm in writing each Agent’s authority to release the applicable Guarantor pursuant to this clause (e). (f) No agreement shall amend, modify or otherwise affect the rights or duties of the Collateral Agent without the prior written consent of the Collateral Agent.

Collateral Documents. The due and punctual payment of the interest, principal of, premium and interest (including Additional Amountspremium, if any) , on the Notes and Note Guarantees when and as the same shall be due and payable, whether on an interest payment datea 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 of the Issuers and the Guarantors to the Holders or the Trustee Senior Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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 Obligations, subject to the terms of the First Priority Intercreditor AgreementAgreements. The Trustee Trustee, the Issuers and the Issuers Guarantors hereby acknowledge and agree that the Master Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and Senior Secured Parties pursuant to the terms of the Collateral Documents and the First Priority Intercreditor AgreementAgreements. 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 as the same each may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreements, and (ii) authorizes and directs the Trustee and the Master Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements Agreements, (iii) authorizes and directs the Trustee to enter into the Collateral Agency and Accounts Agreement and any Junior Lien Intercreditor Agreement and (iv) authorizes and directs each of the Master Collateral Agent and the Trustee to perform its respective obligations and exercise its respective rights thereunder under and in accordance therewithwith the Collateral Documents and Intercreditor Agreements to which it is a party. The Issuers and the Guarantors shall deliver to the 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 12.113.01, to assure and confirm to the 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. 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 cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers and the Guarantors shall, in each case at their own expense, (A) cause each new Guarantor, as applicable, to the Notes Secured Parties under this Indenturebecome a Grantor and to become a party to each applicable Collateral Document and all other agreements, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement instruments or documents that create or purport to create and the Collateral Documents, perfect a valid and enforceable perfected first priority Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreements and the Collateral Documents), any Permitted Liens) in favor of the Master Collateral Agent for the benefit of the Holders Senior Secured Parties in substantially all of its assets (other than Excluded Property), subject to and in accordance with the terms, conditions and provisions of this Indenture and the Trustee Collateral Documents (it being understood that only Loyalty Co, HoldCo 3 and new Guarantors, as applicable, 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 subject to no other Liens other than any Permitted LiensLiens 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 matters described in clauses (A) and (B) of this Section 13.01, in each case within twenty (20) Business Days after the addition of such Collateral.

Collateral Documents. 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 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 Issuers Company and the Secured Guarantors to the Holders or the Trustee Trustees under this Indenture, the Notes, the Note GuaranteesGuarantees of the Secured Guarantors, the First Priority Intercreditor 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 Second Priority Liens that secure the Second Priority Obligations, subject to the terms of the First Priority Intercreditor Agreement. The Trustee Trustees and the Issuers Company hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee Trustees and pursuant to the terms of the Collateral Documents and the First Priority Intercreditor Agreement, except as otherwise provided in any Collateral Document. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement (in each case, including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreementsterms, and authorizes and directs the Collateral Agent and the Canadian Trustee, as applicable to enter into (and for the U.S. Trustee to acknowledge, as applicable) the Collateral Documents and the Intercreditor Agreements Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Company shall deliver to the 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 12.112.01, to assure and confirm to 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 Indenture, the Notes, and the Note Guarantees of the Notes secured herebySecured Guarantors, according to the intent and purposes herein expressed. The Issuer Company shall, and shall cause the Subsidiaries of the Issuer Secured Guarantors 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 cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers Company and the Secured Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement Guarantees 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 Agreement and the Collateral Documents), in favor of the Collateral Agent for the benefit of the Holders and the Trustee Trustees subject to no First Priority Liens or Second Priority Liens other than Permitted Liens. In the event the Company or any Secured Guarantor takes any action to grant or perfect a Lien in favor of the First Lien Agent in any assets, the Company shall, or shall cause such Secured Guarantor to, also take such action to grant or perfect a Lien (subject to the Intercreditor Agreement) in favor of the Collateral Agent to secure the Obligations of the Company and the Secured Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, without request of the Collateral Agent. If property that is intended to be Collateral is acquired by the Company or a Secured Guarantor (including property of a Person that becomes a new Secured Guarantor) that is not automatically subject to a perfected security interest or opposable hypothec under the Collateral Documents, then the Company or such Secured Guarantor will provide a Second Priority Lien over such property (or, in the case of a new Secured Guarantor, such of its property) in favor of the Collateral Agent.

Collateral Documents. The due and punctual payment of the principal of, premium of and interest (including Additional Amountsand premium, if any) , on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and 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 obligations of the Issuers Company and the Guarantors to the Holders of Notes or the Trustee under this Indenture, Indenture and the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral DocumentsDocuments which the Company, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Priority Intercreditor Agreement. The Trustee Guarantors and the Issuers hereby acknowledge Heller Debtor Subsidiaries have entered into simultaneously with the ▇▇▇▇▇▇ion of this Indenture and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of the Collateral Documents and the First Priority Intercreditor Agreementwhich 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 the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their the terms and this Indenture and of the Intercreditor Agreements, Collateral Documents and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Company shall deliver to the 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 12.1the Collateral Documents or as may be reasonably requested in writing by the Trustee, to assure and confirm to the 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. The Issuer shallSubject to the terms of the Intercreditor Agreement, and the Company shall take, or shall cause the its Restricted Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Issuer toTrustee, 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)) reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers Company hereunder and of the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note their Guarantees, the First Priority Intercreditor Agreement 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)Note Collateral, in favor of the Collateral Agent for the benefit of the Holders and of Notes with the Trustee priority required under the Collateral Documents, subject to no Liens other than Permitted Liens.

Collateral Documents. (a) The due and punctual payment of the principal of, of and interest and premium and interest (including Additional AmountsLiquidated Damages, 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, 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 obligations of the Issuers and the Guarantors to the Holders of Notes or the Trustee under this Indenture, Indenture and the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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 the Obligations, subject to the terms of the First Priority Intercreditor Agreement. The Trustee Issuers and the Issuers hereby acknowledge and agree that Guarantors have entered into prior to or simultaneously with the Collateral Agent holds the Collateral in trust for the benefit execution of the Holders and the Trustee and pursuant to the terms of this Indenture (including, without limitation, the Collateral Documents and the First Priority Intercreditor Agreementlisted 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 the possession, use, foreclosure and release of Collateral and foreclosure limitations on exercise of Collateralrights and remedies) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their the terms and of this Indenture and the Intercreditor Agreements, Collateral Documents and authorizes and directs the Collateral Agent Trustee to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and Guarantors shall deliver to the 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 12.1the Collateral Documents, to assure and confirm to the 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. The Issuer shallSubject to the terms of the Intercreditor Agreement, the Issuers shall take, and shall cause the Restricted Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Issuer toTrustee, 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)) reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunder and of the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and the Collateral Documents, a valid and enforceable perfected Lien and security interest of the priority required by the Collateral Documents in and on all of the Collateral (subject to the terms of the Intercreditor Agreements and the Collateral Documents)Collateral, in favor of the Collateral Agent Trustee for the benefit of the Holders of Notes, superior to and prior to the 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 Intercreditor Agreement. (b) Without limiting the generality of the foregoing, each Holder by accepting a Note agrees that, as described in the Deeds of Trust and 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 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 no Liens 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 Party 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 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 Permitted Liensthe 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 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 other event or loss that gave rise to the recovery obtained by the Holders, then the Holders will turn over a portion of such proceeds to the Collateral Agent for distribution to such other First Lien Secured Parties in amounts necessary to ensure that each such party receives a similar percentage recovery (relative to the outstanding principal amount of First Lien Secured Obligations then held by such party) from such proceeds. The Issuers and the Guarantors hereby consent to the foregoing provisions and confirm that the Security Documents are and shall be treated as “Shared Security Documents.” Each Project Credit Party is an express beneficiary of this Section 10.01(b) and the provisions of this Section 10.01(b) may not be amended or modified without the consent of each Project Credit Party.

Collateral Documents. The due and punctual payment of the principal of, premium Principal of and interest (including Additional AmountsInterest, 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 any other amounts due on the Notes and performance of all other Obligations obligations of the Issuers and the Guarantors Company to the Holders of Notes, the Trustee or the Trustee Collateral Agent under this Indenture, the Notes, the Note GuaranteesGuarantee, the First Priority Intercreditor Agreement and or 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 the Obligations, subject to the terms of the First Priority Intercreditor Agreement. The Trustee and the Issuers hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of the Collateral Documents and the First Priority Intercreditor Agreement. 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 the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their its terms and this Indenture and the Intercreditor Agreements, and authorizes and directs each of the Collateral Agent and the Trustee, as the case may be, to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Company shall deliver to the 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 12.1any Collateral Document, to assure and confirm to the 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. The Issuer shallCompany shall take, and or shall cause the its Subsidiaries of the Issuer to, 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)) reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers and the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and the Collateral DocumentsCompany hereunder, a valid and enforceable perfected first priority Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreements and the Collateral Documents)Pledged Collateral, in favor of the Collateral Agent for the benefit of itself, the Trustee and the Holders of Notes and other Indebtedness subject to the this Indenture and the Trustee Collateral Documents superior to and prior to the rights of all third Persons and subject to no other Liens other than Permitted Liens. The Company and the Guarantors shall pledge as additional Collateral all After-Acquired Property, subject to Permitted Liens. The Company and the Guarantors shall also use all commercially reasonable efforts to ensure that any material contract or agreement relating to After-Acquired Property will not contain provisions that would impair or prevent the creation of a security interest therein or result in such contract or After-Acquired Property being excluded from the Collateral.

Collateral Documents. The due and punctual payment of the principal of, premium of 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 of and interest on the Notes and performance of all other Obligations obligations of the Issuers and the Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement Notes and the Collateral DocumentsGuarantees, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral DocumentsDocuments which the Issuers and the Guarantors shall enter into on the Issue Date, in substantially the forms attached as Exhibits C through G hereto, together with such changes as may be reasonably necessary to accurately reflect the Collateral referred to therein, and which define the Issuers and the Guarantors may enter into on or after the Issue Date in accordance with the terms of hereof. Each Holder authorizes the Liens that secure Trustee to initially act as Collateral Agent for the Obligations, subject to the terms of the First Priority Intercreditor Agreement. The Trustee and the Issuers hereby acknowledge and agree that Holders under the Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of the Collateral Documents and the First Priority Intercreditor AgreementDocuments. 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 the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their its terms and the terms of this Indenture and the Intercreditor Agreements, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements Agreement, in substantially the form attached as Exhibit D hereto, and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the 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 12.1the Collateral Documents, to assure and confirm to 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 and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuer Issuers shall, and shall cause their Subsidiaries to, at their own expense, take all reasonable actions (i) that are requested by the Subsidiaries Trustee or the Collateral Agent, or (ii) that an Officer of the Issuer tohas knowledge are necessary as a legal matter, take any and all actions and make all filings in either case of (including the filing of UCC i) or PPSA financing statements(ii), continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) as required to cause the Collateral Documents to create establish, maintain and maintain, as security for the Obligations of the Issuers and the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and the Collateral Documents, perfect a valid and enforceable perfected Lien and security interest in and continuing Lien on all of the Collateral (subject to the terms of the Intercreditor Agreements and the Collateral Documents)Collateral, in favor of the Collateral Agent for the benefit of the Holders Holders, superior to and prior to the Trustee rights of all third Persons, except for holders of Priority Lien Obligations, and subject to no Liens other than Permitted LiensLiens and the Liens permitted by the Collateral Documents. Without limiting the generality of the foregoing, the Issuers shall execute or cause to be executed and shall file or cause to be filed such financing statements, continuation statements, and fixture filings and such mortgages, or deeds of trust in all places necessary to establish, maintain and perfect the Liens purported to be provided for in the Collateral Documents.

Collateral Documents. The due and punctual payment of the principal of, premium of and interest (including Additional Amountsand premium, if any) , on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and 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 obligations of the Issuers Company and the Guarantors to the Holders of Notes or the Trustee under this Indenture, Indenture and the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral DocumentsDocuments which the Company, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Priority Intercreditor Agreement. The Trustee Guarantors and the Issuers hereby acknowledge Heller Debtor Subsidiaries have entered into simultaneously with the e▇▇▇▇▇▇on of this Indenture and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of the Collateral Documents and the First Priority Intercreditor Agreementwhich 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 the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their the terms and this Indenture and of the Intercreditor Agreements, Collateral Documents and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Company shall deliver to the 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 12.1the Collateral Documents or as may be reasonably requested in writing by the Trustee, to assure and confirm to the 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 Agreements) 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. The Issuer shallSubject to the terms of the Intercreditor Agreements, and the Company shall take, or shall cause the its Restricted Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Issuer toTrustee, 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)) reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers Company hereunder and of the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note their Guarantees, the First Priority Intercreditor Agreement 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)Note Collateral, in favor of the Collateral Agent for the benefit of the Holders and of Notes with the Trustee priority required under the Collateral Documents, subject to no Liens other than Permitted Liens.

Collateral Documents. The due Each Lender hereby further authorizes the Collateral Agent, on behalf of and punctual payment for the benefit of Lenders, to be the principal of, premium agent for 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 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 Issuers and the Guarantors Lenders with respect to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement Collateral and the Collateral Documents. Subject to Section 9.4, according without further written consent or authorization from Lenders, the Collateral Agent, upon direction by the Directing 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 hereby (including, without limitation, in connection with a Securitization Transaction or a Secondary Transfer Transaction pursuant to Section 5.15) or to which Directing Agent (or such other Lenders as may be required to give such consent under Section 9.4) have otherwise consented. Anything contained in any of the Credit Documents to the contrary notwithstanding, the Borrower, the Agents and each Lender hereby agree that (i) no Lender shall have any right individually to realize upon any of the Collateral, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by Collateral Agent, on behalf of Lenders in accordance with the terms hereunder or thereunderhereof and all powers, shall rights and remedies under the Collateral Documents may be secured as provided exercised solely by Collateral Agent, and (ii) in the Collateral Documents, which define the terms event of the Liens that secure the Obligations, subject to the terms of the First Priority Intercreditor Agreement. The Trustee and the Issuers hereby acknowledge and agree that a foreclosure by the Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms on any of the Collateral Documents pursuant to a public or private sale, the Collateral Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the First Priority Intercreditor Agreement. Each HolderCollateral Agent, by accepting a Noteas agent for and representative of the Secured Parties shall be entitled, consents for the purpose of bidding and agrees to making settlement or payment of the terms purchase price for all or any portion of the Collateral Documents (including sold at any such public sale, to use and apply any of the provisions providing Obligations or any other amount due hereunder as a credit on account of the purchase price for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreements, and authorizes and directs any Collateral payable by the Collateral Agent to enter into at such sale. On the date on which all Revolving Loans have been paid in full and the Lenders have no Commitments, the Directing Agent shall direct and authorize the Collateral Documents Agent, at the expense and request of the Intercreditor Agreements Borrower, to execute such agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the 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 other instruments as may be reasonably required by the next sentence of this Section 12.1, necessary to assure release and confirm to discharge all Liens encumbering the Collateral Agent or record the security interest effects of such release or discharge in any office where the Collateral contemplated hereby, by the Collateral Documents Security Agreements may be registered 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. 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 cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers and the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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), in favor of the Collateral Agent for the benefit of the Holders and the Trustee subject to no Liens other than Permitted Liensrecorded.

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 stated 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 Issuers Issuer and the Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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 the ObligationsObligations under the Notes, subject to the terms of the First Priority Intercreditor AgreementAgreements. The Trustee and the Issuers Issuer hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee First Lien Notes Secured Parties and pursuant to the terms of this Indenture, the Collateral Documents and the First Priority Intercreditor AgreementAgreements. Each Holderholder, 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 Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. . (b) The Issuers Issuer shall deliver to the 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 12.113.01, to assure and confirm provide to the 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. The Issuer shall, and shall cause the its Restricted 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)thereto) required to cause the Collateral Documents to create and maintain, as security for the Obligations under the Notes of the Issuers Issuer and the Guarantors to the First Lien Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and the Collateral DocumentsParties, 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 other Collateral Documents), in favor of the Collateral Agent for the benefit of the Holders holders and the Trustee subject to no Liens other than Permitted Liens; provided that the Issuer shall have no obligation to do so unless required with respect to the Senior Credit Facilities so long as the Senior Credit Facilities are outstanding.

Collateral Documents. The due and punctual payment of (a) Each Lender authorizes 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 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 Issuers Administrative Agent and the Guarantors Collateral Agent to the Holders or the Trustee under this Indentureenter into, on behalf of each such Lender, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and each of the Collateral DocumentsDocuments 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, 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 the Obligations, subject to the terms of the First Priority Intercreditor Agreement. The Trustee and the Issuers hereby acknowledge and agree that the Collateral Administrative Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of the Collateral Documents and the First Priority Intercreditor Agreement. 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 as the same may be in effect Secured Obligations or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the 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 12.1, to assure and confirm to 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. 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 cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers and the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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), in favor of the Collateral Agent for the benefit of the Holders of Secured Obligations and the Trustee Borrower's other creditors subject to no Liens the Intercreditor Agreement and 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 Administrative Agent is hereby authorized to execute and deliver on behalf of the Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Collateral Agent; provided, however, that any such Person also shall have pledged and granted a Lien in such Collateral on an equal and ratable basis for the benefit of the holders of the obligations outstanding under the Senior Secured Indenture Documents. (c) Subject to the Intercreditor Agreement, the Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to direct the Collateral Agent to release any Lien granted to or held by the Collateral 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 Permitted Liensobligations 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 direct the Collateral Agent to release particular types or items of Collateral pursuant to this Section 10.16. The Lenders confirm that the Collateral Agent may take actions described in this Section 10.16(c) so long as such actions are permitted under and comply with the terms of the Intercreditor Agreement. (d) Subject to the terms of the Intercreditor Agreement, 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, 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) direct the Collateral Agent 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 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 direct the Collateral Agent to execute any such document on terms which, in the Administrative Agent's opinion, would expose the Administrative 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 Secured Obligations or any Liens upon (or obligations of the Borrower or any Subsidiary in respect of) all interests retained by the Borrower or any Subsidiary, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral.

Collateral Documents. 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 of the Issuers and the Guarantors to the Holders Holders, the Trustee or the Trustee Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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 the Notes Obligations, subject to the terms of the First Priority Intercreditor Agreement. The Trustee Trustee, the Issuers and the Issuers Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds its Lien on the Collateral in trust for the benefit of the Holders Holders, the Trustee and the Trustee Notes Collateral Agent and pursuant to the terms of the Collateral Documents and subject to the First Priority Intercreditor Agreement. 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 Agreement, each as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor AgreementsIndenture, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The 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 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. The Issuer shallSubject to the Intercreditor Agreement, 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 cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers and the Guarantors shall execute, file or cause the filing of any and all further documents, financing statements (including continuation statements, amendments to financing statements and change statements), agreements and instruments, and take all further action that may be required under applicable Law in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Agreement Obligations, no actions shall be required to be taken with respect to the Notes Secured Parties under this Indenture, perfection of the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and security interests in the Collateral Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of extent such actions are not required to be taken with respect to the 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 LiensCredit Agreement.

Collateral Documents. 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 (including Additional Amounts, 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 and interest on the Notes and performance representative of all other Obligations of the Issuers and the Guarantors such Lender with respect to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement Collateral 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 Lenders or their Affiliates shall have any right in any manner whatsoever to affect, disturb or prejudice the Obligations, subject to the terms Lien of the First Priority Intercreditor Agreement. The Trustee and the Issuers hereby acknowledge and agree that the 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 its security trustee) in the manner provided for in the relevant Collateral Documents for the benefit of the Holders and Secured Parties. Each Lender is hereby appointed agent for the Trustee and pursuant to the terms purpose of perfecting the Collateral Documents and the First Priority Intercreditor Agreement. 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 as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and Article 9 of the Intercreditor AgreementsUCC 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 Collateral Agent to enter into thereof, and, promptly upon the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Agent’s request therefor shall deliver such Collateral to the Collateral Agent copies of all documents required to be filed pursuant to or in accordance with 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 12.1, to assure and confirm to 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. 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 cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers and the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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), in favor of the Collateral Agent for the benefit of the Holders and the Trustee subject to no Liens other than Permitted LiensAgent’s instructions.

Collateral Documents. The due and punctual payment of the principal of, premium of and interest (including Additional Amountsand premium, if any) , on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest and premium, if any, on the Notes and performance of all other Obligations obligations of the Issuers Revel and the Guarantors to the Holders of Notes or the Trustee under this Indenture, Indenture and the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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 the Obligations, subject to the terms of the First Priority Intercreditor Agreement. The Trustee Revel and the Issuers hereby acknowledge and agree that Guarantors have entered into prior to or simultaneously with the Collateral Agent holds the Collateral in trust for the benefit execution of the Holders and the Trustee and pursuant to the terms of this Indenture (including, without limitation, the Collateral Documents and the First Priority Intercreditor Agreementlisted 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 the possession, use, foreclosure and release of Collateral and foreclosure limitations on exercise of Collateralrights and remedies) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their the terms and of this Indenture and the Intercreditor Agreements, Collateral Documents and authorizes and directs the Collateral Agent Trustee to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Revel and Guarantors shall deliver to the 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 12.1the Collateral Documents, to assure and confirm to the 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. The Issuer shallSubject to the terms of the Intercreditor Agreement, Revel shall take, and shall cause the Restricted Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Issuer toTrustee, 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)) reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers Revel hereunder and of the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and the Collateral Documents, a valid and enforceable perfected Lien and security interest of the priority required by the Collateral Documents in and on all the Collateral, in favor of the Collateral (Trustee for the benefit of the Holders of Notes, subject to Permitted Liens and the terms of the Intercreditor Agreements Agreement. The Holders hereby designate and direct the Trustee to designate, and the Trustee hereby designates U.S. Bank National Association as its Collateral Documents)Agent to act as specified in and under the Intercreditor Agreement, in favor of 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 Agent for the benefit of the Holders Trustee and the Trustee subject to no Liens other than Permitted LiensHolders.

Collateral Documents. The due and punctual payment of the principal of, premium interest and interest (including Additional Amountsadditional 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 dateInterest 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 of the Issuers Company and the Guarantors Restricted Subsidiaries to the Holders or the Trustee under this Indenture, Indenture and the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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, Obligations under this Indenture and the Notes 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 First Priority Intercreditor Agreement. The Trustee and the Issuers hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of the Collateral Documents and the First Priority Intercreditor AgreementDocuments. 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 the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreementsits terms, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements and Documents, to perform its or cause to be performed obligations and exercise its 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. The Issuers Each Holder, by its acceptance of a Note, consents and agrees to the Collateral 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 Agent to appoint any other agent to act on behalf of the Collateral Agent and the Holders of Notes. To the extent permitted by, and subject to the terms of, the Collateral Documents, the Company shall deliver to the Collateral Agent Trustee copies of all documents required delivered from time to be filed time to 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 required by the next sentence of this Section 12.111.1, to assure and confirm to the 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. The Issuer shallTrustee, 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 cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers Company and the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement Restricted Subsidiaries hereby acknowledge 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), in favor of agree that the Collateral Agent holds the Collateral for the ratable benefit of of, and as agent for, the Holders and the Trustee subject to no Liens other than Permitted Liensthe terms of the Collateral Documents.

Collateral Documents. The due and punctual payment of Trustee, the principal ofCollateral Agent, 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 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 Issuers Guarantors and the Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor 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 the Obligations, subject to the terms of the First Priority Intercreditor Agreement. The Trustee and the Issuers Company hereby acknowledge and agree that the Collateral Agent holds Agent’s security interest in the Collateral in trust is for the benefit of the Holders and the Trustee Secured Parties and pursuant to the terms of the Collateral Documents this Indenture and the First Priority Intercreditor Agreementother Collateral Documents. Each Holder, by accepting a Note, consents and agrees to the terms of this Indenture and the other Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements ), as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor AgreementsIndenture, and irrevocably authorizes and directs the Collateral Agent to (i) enter into this Indenture and the other Collateral Documents, binding the Holders to the terms thereof, (ii) execute each document in connection with this Indenture and any Collateral Document expressed to be executed by Collateral Agent on its behalf and (iii) perform the duties and exercise the rights, 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 discretions. Neither the Intercreditor Agreements and Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value, insuring or protection of any Collateral, for the legality, enforceability, effectiveness, or sufficiency of this Indenture or the Collateral Documents, for the creation, perfection, priority, sufficiency or protection of any lien, including not being responsible for payment of any taxes, insurance premiums, charges or assessments upon the Collateral or otherwise as to perform its obligations and exercise its rights thereunder the maintenance of the Collateral, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens, this Indenture or the Collateral Documents or any delay in accordance therewithdoing so. The Issuers Company shall deliver to the 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 12.119.08, to assure and confirm to the Collateral Agent for the benefit of the Holders 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. The Issuer shall, Company and the Guarantors shall cause the Subsidiaries of the Issuer to, take any and all actions and make all filings (including the filing of UCC or PPSA UCC-1 financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)thereto) required to cause this Indenture and the other Collateral Documents to create and maintain, as security for the Obligations of the Issuers and the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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), its obligations in favor of the Collateral Agent for the benefit of the Holders Secured Parties, a valid and enforceable perfected lien and security interest in and on all of the Collateral, subject to the terms of the Collateral Documents. Neither the Trustee subject nor the Collateral Agent shall have any responsibility or liability in connection with such actions and filings; provided that nothing in this sentence shall be construed to no Liens other than Permitted Liensrelieve the Trustee or the Collateral Agent from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, as determined by a final non-appealable decision of a court of competent jurisdiction.

Collateral Documents. The due and punctual payment of the principal of, premium of 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 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 obligations of the Issuers Company and the Guarantors to the Holders of Notes or the Trustee under this Indenture, Indenture and the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and the Collateral Documents, according to the terms hereunder or thereunder, shall will be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Priority Intercreditor Agreement. The Trustee and the Issuers hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of the Collateral Documents and the First Priority Intercreditor Agreement. Each HolderHolder of Notes, 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 the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their its terms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Collateral Agent (and the Trustee, if applicable) to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall Company will deliver to the Trustee copies of all documents delivered to the 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 12.1the Collateral Documents, to assure and confirm to the 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. The Issuer shallCompany will take, and shall will cause the its Subsidiaries to take, upon request of the Issuer toTrustee, 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)) reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers and the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and the Collateral DocumentsCompany hereunder, a valid and enforceable perfected first priority Lien and security interest (which Lien shall be subordinated in and on all of the Collateral (subject future to any First Lien Obligations pursuant to the terms of the Intercreditor Agreements Agreement upon the entry by the Company or a Guarantor into a Senior Credit Facility) in and on all the Collateral Documents)Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes, superior to and prior to the Trustee rights of all third Persons and subject to no Liens other than Permitted Liens.

Collateral Documents. (a) The due and punctual payment of the principal of, of and interest and premium and interest (including Additional AmountsLiquidated Damages, 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, 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 obligations of the Issuers and the Guarantors to the Holders of Notes or the Trustee under this Indenture, Indenture and the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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 the Obligations, subject to the terms of the First Priority Intercreditor Agreement. The Trustee Issuers and the Issuers hereby acknowledge and agree that Guarantors have entered into prior to or simultaneously with the Collateral Agent holds the Collateral in trust for the benefit execution of the Holders and the Trustee and pursuant to the terms of this Indenture (including, without limitation, the Collateral Documents and the First Priority Intercreditor Agreementlisted 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 the possession, use, foreclosure and release of Collateral and foreclosure limitations on exercise of Collateralrights and remedies) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their the terms and of this Indenture and the Intercreditor Agreements, Collateral Documents and authorizes and directs the Collateral Agent Trustee to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and Guarantors shall deliver to the 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 12.1the Collateral Documents, to assure and confirm to the 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. The Issuer shallSubject to the terms of the Intercreditor Agreement, the Issuers shall take, and shall cause the Restricted Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Issuer toTrustee, 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)) reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunder and of the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and the Collateral Documents, a valid and enforceable perfected Lien and security interest of the priority required by the Collateral Documents in and on all of the Collateral (subject to the terms of the Intercreditor Agreements and the Collateral Documents)Collateral, in favor of the Collateral Agent Trustee for the benefit of the Holders of Notes, superior to and prior to the 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 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 the deeds of trust entered into prior to the date hereof to secure the Credit Agreement, the 2017 Notes, the 7 7/8% 2020 Notes or the 7 3/4% 2020 Notes. (b) Without limiting the generality of the foregoing, each Holder by accepting a Note agrees that, as described in the Deeds of Trust and 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 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 no Liens 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 Party 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 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 Permitted Liensthe 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 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 other event or loss that gave rise to the recovery obtained by the Holders, then the Holders will turn over a portion of such proceeds to the Collateral Agent for distribution to such other First Lien Secured Parties in amounts necessary to ensure that each such party receives a similar percentage recovery (relative to the outstanding principal amount of First Lien Secured Obligations then held by such party) from such proceeds. The Issuers and the Guarantors hereby consent to the foregoing provisions. Each Project Credit Party is an express beneficiary of this Section 10.01(b) and the provisions of this Section 10.01(b) may not be amended or modified without the consent of each Project Credit Party.

Collateral Documents. The due and punctual payment of the principal of, premium and interest (including Additional Amountspremiums on, if any) on , interest 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 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 obligations of the Issuers and the Guarantors Company to the Holders of Senior Secured Discount Notes or the Trustee under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement Indenture and the Collateral DocumentsSenior Secured Discount Notes, 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 the Obligations, subject this Indenture and any Collateral Documents to be entered into subsequent to the terms date of the First Priority Intercreditor Agreement. The Trustee and the Issuers hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and this Indenture pursuant to the terms of the Collateral Documents and the First Priority Intercreditor Agreementhereof. 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 the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their its terms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Collateral Agent Trustee, as agent for the ratable benefit of the Holders to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Company shall deliver to the 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 12.1the Collateral Documents, to assure and confirm to the 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. The Issuer shallCompany shall take, and or shall cause the its Subsidiaries to take, upon request of the Issuer toTrustee, 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)) reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers and the Guarantors to the Notes Secured Parties Company under this Indenture, the Notes, Senior Secured Discount Notes and the Note Guarantees, Collateral Documents and the First Priority Intercreditor Agreement and Obligations of the Subsidiaries under the Collateral Documents, a valid and enforceable perfected first priority Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreements and the Collateral Documents)Collateral, in favor of the Collateral Agent for the benefit of the Holders of Senior Secured Discount Notes, superior to and prior to the Trustee rights of all third Persons and subject to no other Liens other than Permitted LiensLiens permitted by the applicable Collateral Document.

Collateral Documents. The (a) 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 (including Additional Amounts, 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 (to the extent permitted by law), if any, on the Notes and performance of all other Obligations obligations of the Issuers Issuer and the Guarantors to the Holders Holders, the Trustee or the Trustee Collateral Agent under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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 the Obligations, subject to the terms of the First Priority Intercreditor Agreement. The Trustee and the Issuers hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of the Collateral Documents and the First Priority Intercreditor Agreement. 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 the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their its terms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Collateral Agent (and the Trustee, if applicable) to enter into the Collateral Documents and on the Intercreditor Agreements Completion Date and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall Issuer will deliver to the Trustee copies of all documents delivered to the Collateral Agent copies of all documents required to be filed 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 12.1the Collateral Documents, to assure and confirm to the 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. The On and after the Completion Date, the Issuer shallwill take, and shall will cause the its Subsidiaries of the Issuer toto take, 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)) reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers and the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and the Collateral DocumentsIssuer hereunder, a valid and enforceable perfected second priority Lien and security interest in and on all of (which Lien shall be subordinated to any First Lien Obligations, including the Collateral (subject Senior Credit Facilities, pursuant to the terms of the Intercreditor Agreements Agreement) in and on all the Collateral Documents)Collateral, in favor of the Collateral Agent for the benefit of itself, the Holders Trustee and the Trustee Holders, superior to and prior to the rights of all third Persons and subject to no Liens other than Permitted Liens. (b) [Reserved]

Collateral Documents. The due and punctual payment of the principal of, premium and interest (including Additional Amounts, if any) on the Second Lien 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 Second Lien Notes and performance of all other Second Lien Notes Obligations of the Issuers Issuer and the Guarantors to the Holders or Holders, the Trustee or Second Lien Notes Collateral Agent under this Indenture, the Second Lien Notes, the Second Lien Note Guarantees, the First Priority Intercreditor Agreement 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 Second Lien Notes Obligations, subject to the terms of the First Priority Intercreditor Agreement. The Trustee and the Issuers hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of the Collateral Documents and the First Priority Intercreditor AgreementAgreements. Each Holder, by accepting a Second Lien 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 as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Second Lien Notes Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Issuer shall deliver to the Second Lien 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 SECTION 12.1, to assure and confirm to the Second Lien 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 Second Lien Notes secured hereby, according to the intent and purposes herein expressed. 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)thereto) required to cause the Collateral Documents to create and maintain, as security for the Second Lien Notes Obligations of the Issuers Issuer and the Guarantors to the Second Lien Notes Secured Parties under this Indenture, the Second Lien Notes, the Second Lien Note Guarantees, the First Priority Intercreditor Agreement 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), in favor of the Second Lien Notes Collateral Agent for the benefit of itself, the Holders Holders, the Trustee and the Trustee Second Lien Notes Collateral Agent subject to no Liens other than Permitted Liens, and to otherwise comply with the requirements of the Collateral Requirement.

Collateral Documents. 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 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 Issuers and the Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and the Collateral DocumentsNotes Obligations, 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 First Priority/Second Priority Intercreditor and Subordination Agreement. The Trustee and the Issuers Company hereby acknowledge and agree that the Collateral Agent holds Agent’s security interest in the Collateral in trust is for the benefit of the Holders and the Trustee Notes Secured Parties and pursuant to the terms of the Collateral Documents and the First Priority/Second Priority Intercreditor and Subordination Agreement. 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/Second Priority Intercreditor Agreements and Subordination Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Priority/Second Priority Intercreditor Agreementsand Subordination Agreement, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the First Priority/Second Priority Intercreditor Agreements and Subordination Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Company shall deliver to the 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 12.110.01, to assure and confirm to 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. The Issuer Company shall, and shall cause the Subsidiaries of the Issuer Company 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)thereto) required to cause the Collateral Documents to create and maintain, as security for the Notes Obligations in favor of the Issuers Collateral Agent for the benefit of the Holders and the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and the Collateral DocumentsTrustee, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Priority/Second Priority Intercreditor Agreements and Subordination Agreement 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. Neither the Trustee nor the Collateral Agent shall have any responsibility or liability in connection with such actions and filings.

Collateral Documents. The due and punctual payment of the interest, principal of, premium and interest (including Additional Amountspremium, if any) , on the Notes and Note Guarantees when and as the same shall be due and payable, whether on an interest payment datea 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 of the Issuers and the Guarantors to the Holders or the Trustee Senior Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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 Obligations, subject to the terms of the First Priority Intercreditor AgreementAgreements. The Trustee Trustee, the Collateral Custodian, the Issuers and the Issuers Guarantors hereby acknowledge and agree that the Master Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and Senior Secured Parties pursuant to the terms of the Collateral Documents and the First Priority Intercreditor AgreementAgreements. 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 as the same each may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreements, and (ii) authorizes and directs the Trustee, the Collateral Custodian and the Master Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements Agreements, (iii) authorizes and directs the Trustee to enter into the Collateral Agency and Accounts Agreement and any Junior Lien Intercreditor Agreement and (iv) authorizes and directs each of the Master Collateral Agent, the Collateral Custodian and the Trustee to perform its respective obligations and exercise its respective rights thereunder under and in accordance therewithwith the Collateral Documents and Intercreditor Agreements to which it is a party. The Issuers and the Guarantors shall deliver to the 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 12.113.01, to assure and confirm to the 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. 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 cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers and the Guarantors shall, in each case at their own expense, (A) cause each new Guarantor, as applicable, to the Notes Secured Parties under this Indenturebecome a Grantor and to become a party to each applicable Collateral Document and all other agreements, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement instruments or documents that create or purport to create and the Collateral Documents, perfect a valid and enforceable perfected first priority Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreements and the Collateral Documents), any Permitted Liens) in favor of the Master Collateral Agent for the benefit of the Holders Senior Secured Parties in substantially all of its assets (other than Excluded Property), subject to and in accordance with the terms, conditions and provisions of this Indenture and the Trustee Collateral Documents (it being understood that only JetBlue, Loyalty LP, the Guarantors, Holdings 1 LP, Holdings 2 LP and 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 subject to no other Liens other than any Permitted LiensLiens 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 matters described in clauses (A) and (B) of this Section 13.01, in each case within twenty (20) Business Days after the addition of such Collateral.

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 Issuers Company and the Note Guarantors to the Holders Holders, the Trustee or the Trustee Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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 First Priority Intercreditor AgreementAgreements. The Trustee Trustee, the Company and the Issuers 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 Holders, the Trustee and the Trustee Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the First Priority Intercreditor AgreementAgreements. 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, each as the same may be in effect or may be amended from time to time in accordance with their its terms and this Indenture and the Intercreditor AgreementsIndenture, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL North America Intercreditor Agreement on the Issue Date, and the Collateral Documents and any Permitted ABL EMEA Intercreditor Agreement and any Permitted First Lien Second Lien Intercreditor Agreement, if any, at any time after the Intercreditor Agreements 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 Issuers 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 #96856656v2 this Section 12.118.01, 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. The Issuer On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company and the Note Guarantors shall, and shall cause the Subsidiaries of the Issuer toat their sole expense, take execute any and all actions and make all filings further documents, financing statements (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto 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 analogous procedures under continue the applicable laws in perfection of) the relevant Covered Jurisdiction)) required validity and priority of the Liens and security interests created or intended to cause 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 create and maintain, as security for be taken with respect to the Obligations perfection of the Issuers and security interests in the Guarantors Collateral to the Notes Secured Parties extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens will be created under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and the Collateral Documents, a valid Documents and enforceable perfected Lien other security agreements and security interest in other instruments and on all of the Collateral (subject to the terms of the 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 Liensdocuments.

Collateral Documents. The due and punctual payment of Each Lender authorizes 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 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 Issuers and the Guarantors Agent to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor 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 the Obligations, subject to the terms of the First Priority Intercreditor Agreement. The Trustee and the Issuers hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms enter into each of the Collateral Documents to which it is a party and the First Priority Intercreditor Agreementto take all action contemplated by such documents. Each HolderLender 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, by accepting a Note, consents it being understood and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release agreed that such rights and foreclosure of Collateral) and the Intercreditor Agreements as the same remedies may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the 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 exercised solely by the next sentence of this Section 12.1, to assure and confirm to 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. 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 cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers and the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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), in favor of the Collateral Agent for the benefit of the Holders of Secured Obligations upon the terms of the Collateral Documents. (a) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Agent is hereby authorized to execute and deliver on behalf of the Trustee subject Holders of Secured Obligations any Loan Documents necessary or appropriate to no Liens grant and perfect a Lien on such Collateral in favor of the Agent on behalf of the Holders of Secured Obligations. (b) 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 Permitted Lienscontingent 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. (c) 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 Agent, the 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 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 the Agent's opinion, would expose the 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 Secured Obligations or any Liens upon (or obligations of the Borrower or any Subsidiary Guarantor in respect of) all interests retained by the Borrower or any Subsidiary Guarantor, including, without limitation, the proceeds of the sale, all of which shall continue to constitute part of the Collateral.

Collateral Documents. The due and punctual payment of the principal of, premium and interest (including Additional Amounts, if anya) 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 Issuers Each Lender and the Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor 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 the Obligations, subject to the terms of the First Priority Intercreditor Agreement. The Trustee and the Issuers hereby acknowledge and agree that Administrative Agent authorizes the Collateral Agent holds to enter into each of the Collateral in trust 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, it being understood and agreed that such rights and remedies may be exercised solely by the Collateral Agent for the benefit of the Holders and the Trustee and pursuant to Secured Parties upon the terms of the Collateral Documents and the First Priority Intercreditor Agreement. Each Holder, . (b) In the event that any Collateral is hereafter pledged by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing any Person as collateral security for the possessionSecured Obligations, use, release and foreclosure of Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the 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 12.1, to assure and confirm to 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. 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 cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers and the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and the Collateral Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral is hereby authorized (subject to the terms of the Intercreditor Agreements 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), in favor of the Collateral Agent on behalf of the Secured Parties. (c) Subject to the terms of the Intercreditor Agreement, the Lenders and the Administrative Agent hereby authorize the Collateral Agent, at its 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 Loan 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 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 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 such documents as may be necessary to evidence the release of the Liens granted to the Collateral Agent for the benefit of the Holders and Secured Parties herein or pursuant hereto upon the Trustee subject Collateral that was sold or transferred; provided, however, that (i) the Collateral Agent shall not be required to no Liens 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 entail any consequence other than Permitted Liensthe release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of the Borrower or any Subsidiary in respect of) all interests retained by the Borrower or any Subsidiary, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. (e) No agreement shall amend, modify or otherwise affect the rights or duties of the Collateral Agent without the prior written consent of the Collateral Agent.

Collateral Documents. The (a) In order to secure the due and punctual payment of the principal ofNote Obligations, 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 maturityMaturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest (to the extent permitted by law) on the Notes and performance of all other Obligations Note Obligations, (i) the Partnership and the Subsidiary Guarantors have, prior to the Issue Date, and substantially simultaneously with the incurrence of the Issuers Credit Agreement Obligations, entered into Collateral Documents granting the Collateral Agent a Lien on all property and assets of the Partnership and the Subsidiary Guarantors (subject to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided exclusions set forth in the Collateral Documents) securing the First Lien Obligations and (ii) the Partnership and the Subsidiary Guarantors agree that they will take all such action as shall be required to ensure that the Note Obligations will, which define the terms of the Liens that secure the Obligationsduring any Security Requirement Period, be secured by a Lien, subject only to Permitted Liens, on the Collateral. (b) The Note Documents (other than the Intercreditor Agreement) are subject to the terms, limitations and conditions set forth in the Intercreditor Agreement. Each Holder of Notes, by its acceptance of a Note, is deemed to (i) have consented and agreed to the terms of the First Priority Intercreditor Agreement. The Trustee and the Issuers hereby acknowledge and agree that the each Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of the Collateral Documents and the First Priority Intercreditor Agreement. Each HolderDocument, 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 as the same may be originally in effect and as amended, supplemented or may be amended replaced from time to time in accordance with their its terms and or the terms of this Indenture and or the Intercreditor AgreementsAgreement, (ii) have consented to the appointment of the Collateral Agent pursuant to the Collateral Agency Agreement, (iii) have authorized and authorizes and directs directed the Collateral Agent to enter into the Collateral Documents to which it is a party, and (iv) have authorized and empowered the Collateral Agent (through the Intercreditor Agreement and the Intercreditor Agreements Collateral Agency Agreement) to bind the Holders of Notes and other holders of First Lien Obligations as set forth in the Collateral Documents to which they are a party and to perform its obligations and exercise its rights thereunder and powers thereunder, including entering into amendments permitted by the terms of the Notes Documents. To the extent that any provision of the Note Documents is not consistent with or contradicts the Intercreditor Agreement or the Collateral Agency Agreement, the Intercreditor Agreement and/or the Collateral Agency Agreement will govern. (c) Each Holder of Notes, by its acceptance of a Note, is deemed to have: (1) authorized, consented to and directed the Trustee to enter into the Joinder Documents; (2) during any Security Requirement Period, agreed that it is subject to and bound by the provisions of the Intercreditor Agreement in its capacity as a Holder of Notes; (3) authorized the Collateral Agent’s execution and delivery of the Collateral Documents prior to the date hereof (in accordance therewith. The Issuers shall deliver to with the Intercreditor Agreement and Collateral Agency Agreement); (4) consented and agreed that the Collateral Agent copies may execute and deliver any additional Collateral Documents not in effect as of the date hereof and act in accordance with the terms thereof; (5) consented and agreed that the Collateral Agent may, in its sole discretion and without the consent of the Trustee or the Holders, take all documents required to be filed pursuant to actions it deems necessary or appropriate in order to: (i) enforce any of the terms of the Collateral Documents; and (ii) collect and receive any and all amounts payable in respect of the Note Obligations of the Partnership and the Subsidiary Guarantors to the Holders, 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 12.1, to assure and confirm to the Collateral Agent or 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. 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 Trustee under the applicable laws in Note Documents. (d) Any Person which, after the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintainIssue Date, as security for the Obligations of the Issuers and the Guarantors to the Notes Secured Parties becomes a Subsidiary Guarantor under this Indenture, shall, upon becoming a Subsidiary Guarantor under this Indenture, become a party to each applicable Collateral Document (on terms and conditions substantially the Notes, same as the Note Guarantees, the First Priority Intercreditor Agreement and the then current Collateral Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject ) with respect to the terms assets or property of the 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 Lienssuch Person that are Collateral.

Collateral Documents. The due and punctual payment of the principal of, premium and interest (including Additional Amountspremium, if any) , and interest on the Notes and Guarantees when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and Guarantees and performance of all other Obligations of the Issuers and the Guarantors to the Holders or the Trustee Noteholder Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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 Obligations, subject to the terms of the First Priority Intercreditor AgreementAgreements. The Trustee Trustee, the Issuers and the Issuers Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and Noteholder Secured Parties pursuant to the terms of the Collateral Documents and the First Priority Intercreditor AgreementAgreements. 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 as the same each may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Notes Collateral Agent to enter into the Collateral 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 Notes Collateral Agent and the Trustee to perform its respective obligations and exercise its respective rights thereunder under and in accordance therewithwith the Collateral Documents and Intercreditor Agreements to which it is a party. The 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 12.113.01, 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. The Issuer Issuers and the Guarantors shall, and the Company shall cause the its Subsidiaries of the Issuer to, take any and all actions and make all filings filings, registrations and recordations (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)thereto) required to cause the Collateral Documents to create create, perfect and maintain, as security for the Obligations of the Issuers and the Guarantors to the Notes Noteholder Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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), in favor of the Notes Collateral Agent for the benefit of the Holders and the Trustee Noteholder Secured Parties subject to no Liens other than Permitted Liens. For the avoidance of doubt, the Trustee and Notes Collateral Agent shall not have a Lien on the Excluded Assets. Subject to the applicable limitations set forth in the Collateral Documents and herein, (i) if, 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 necessary or as may be reasonably requested by the Notes Collateral Agent to grant and perfect such Liens, all at the expense of the Issuers.

Collateral Documents. The due and punctual payment of the principal of, premium and interest (including Additional Amounts, if anya) 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 Issuers Each Lender and the Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor 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 the Obligations, subject to the terms of the First Priority Intercreditor Agreement. The Trustee and the Issuers hereby acknowledge and agree that Administrative Agent authorizes the Collateral Agent holds to enter into each of the Collateral in trust 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, it being understood and agreed that such rights and remedies may be exercised solely by the Collateral Agent for the benefit of the Holders and the Trustee and pursuant to Secured Parties upon the terms of the Collateral Documents and the First Priority Intercreditor Agreement. Each Holder, . (b) In the event that any Collateral is hereafter pledged by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing any Person as collateral security for the possessionSecured Obligations, use, release and foreclosure of Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the 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 12.1, to assure and confirm to 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. 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 cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers and the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and the Collateral Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral is hereby authorized (subject to the terms of the Intercreditor Agreements 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), in favor of the Collateral Agent on behalf of the Secured Parties. (c) Subject to the terms of the Intercreditor Agreement, the Lenders and the Administrative Agent hereby authorize the Collateral Agent, at its 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 such documents as may be necessary to evidence the release of the Liens granted to the Collateral Agent for the benefit of the Holders and Secured Parties herein or pursuant hereto upon the Trustee subject Collateral that was sold or transferred; provided, however, that (i) the Collateral Agent shall not be required to no Liens 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 entail any consequence other than Permitted the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of the Borrower or any Restricted Subsidiary in respect of) all interests retained by the Borrower or any Restricted Subsidiary, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. (e) 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 any Collateral Document (including the release of any Lien granted by such Guarantor under any such Collateral Document) in connection with (x) the designation of such Guarantor as an Unrestricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary” or (y) the execution by any Subsidiary of Propel Acquisition LLC of an agreement evidencing Propel Indebtedness the terms of which prohibit such Subsidiary from providing a guaranty of the 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 release. Upon request by any Agent at any time, the Lenders shall confirm in writing each Agent’s authority to release the applicable Guarantor pursuant to this clause (e). (f) No agreement shall amend, modify or otherwise affect the rights or duties of the Collateral Agent without the prior written consent of the Collateral Agent.

Collateral Documents. The due and punctual payment of the principal of, premium and interest (including Additional Amounts, if anya) 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 Issuers and the Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor 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 the Obligations, subject to the terms of the First Priority Intercreditor Agreement. The Trustee and the Issuers hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of the Collateral Documents and the First Priority Intercreditor Agreement. 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 as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreements, and Purchaser authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements to which it is a party and to perform its obligations and exercise its rights thereunder in accordance therewithtake all action contemplated by such documents. The Issuers shall deliver to the 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 12.1, to assure and confirm to 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 Each Purchaser agrees that no holder of the Notes secured hereby, according to the intent and purposes herein expressed. 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 cause other than the Collateral Documents Agent) shall have the right individually to create seek to realize upon the security granted by any Collateral Document, it being understood and maintain, as security for the Obligations of the Issuers agreed that such rights and the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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), in favor of remedies may be exercised solely by the Collateral Agent for the benefit of the Holders Purchasers 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 Collateral Agent is hereby authorized to execute and deliver on behalf of the Trustee subject Purchasers any Related Documents necessary or appropriate to no 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 (iii) in connection with any transaction approved, authorized or ratified in writing by the Super-Majority Purchasers, unless such release is required to be approved by all of the Purchasers hereunder. Upon request by the Collateral Agent at any time, the Purchasers will confirm in 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 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 pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Collateral Agent shall not be required to execute any such 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 Permitted Liensthe release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Company or any of its Subsidiaries in respect of) all interests retained by the Company or any of its Subsidiaries, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral.

Collateral Documents. The From and after the Effective Date and upon the execution and delivery of the Intercreditor Agreement and the Collateral Documents, the due and punctual payment of the principal of, premium and interest (including Additional Amountspremium, if any) , additional interest, if any, or interest on the Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturitystated maturity thereof, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and premium, if any, additional interest, if any, or interest on the Notes and performance of all other Obligations of the Issuers Company and the Subsidiary Guarantors to the Holders Holders, the Collateral Agent or the Trustee under this Indenture, the Notes, the Note Subsidiary Guarantees, the First Priority Intercreditor 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 the Notes Obligations, subject to the terms of the First Priority Intercreditor Agreement. The Trustee Trustee, the Company and the Issuers Subsidiary Guarantors hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders Holders, the Trustee and the Trustee Collateral Agent and pursuant to the terms of the Collateral Documents and the First Priority Intercreditor Agreement. 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 Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor AgreementsAgreement, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements Agreement or joinders thereto on the Effective Date, and at any time after the Effective Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Company shall deliver to the Collateral Agent copies of all documents required to be filed 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 12.112.01, to assure and confirm to 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. The Issuer Company shall, and shall cause the Subsidiaries of the Issuer Subsidiary Guarantors 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 and filings at Companies House in the relevant Covered Jurisdiction)United Kingdom with respect to each English Guarantor) required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers and the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and the Collateral DocumentsObligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreements Agreement and the Collateral Documents), in favor of the Collateral Agent for the benefit of the Holders Notes Secured Parties. It is further understood and agreed that there shall be no Collateral Document (or other security agreements or pledge agreements) governed under the Trustee subject to no Liens laws of any non-U.S. jurisdiction other than Permitted Liens(i) with respect to the equity interests issued by and assets of the English Guarantors and (ii) with respect to the equity interests issued by and assets of any other Foreign Subsidiary that becomes, or is required to become, a Subsidiary Guarantor in accordance with the terms of this Indenture.

Collateral Documents. The In order to secure 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 date, at maturity, by acceleration, repurchase, redemption or otherwiseDebentures, and interest on the overdue principal ofother amounts payable to the Trustee hereunder, premium and interest on the Notes and performance of all other Obligations of the Issuers and Issuer, the Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor 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 the Obligations, subject to the terms of the First Priority Intercreditor Agreement. The Trustee and the Issuers hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of or the Collateral Documents and the First Priority Intercreditor Agreement. Each HolderAgent, 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 as the same case may be in effect or may be amended from time to time in accordance with their terms and this Indenture and be, shall on the Intercreditor Agreements, and authorizes and directs the Collateral Agent to date hereof enter into the Collateral Documents to create the Security Interests and the Intercreditor Agreements for related matters, and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver subsequent to the date hereof shall enter into any such 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 Documents as may be reasonably required by necessary or appropriate to effect the next sentence of this Section 12.1, to assure and confirm to 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 provision of this Indenture or to set forth the respective priorities between holders of Senior Debt and holders of the Notes secured hereby, according to the intent and purposes herein expressedDebentures. The Issuer Any Guarantor shall, upon becoming a Guarantor, become a party to each applicable Collateral Document as shall be necessary or appropriate to grant 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 cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers and the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and the Collateral Documents, a valid and enforceable perfected Lien and security interest in and on all Collateral of the Collateral (subject to the terms of the Intercreditor Agreements and the Collateral Documents)such Guarantor, in favor of the Collateral Agent for the benefit of the Holders and the Trustee each case, subject to no Liens other than Permitted Liens. The Liens granted by Issuer and Guarantors hereunder pursuant to the Collateral Documents shall rank junior to the Liens granted by Issuer and Guarantors in respect of the Class A Debentures, and the Collateral Agent shall act as a common collateral agent with respect to the Liens granted to secure the Obligations under the Debentures and under the Class A Debentures in accordance with the Collateral Documents. The Collateral Agent may also, but is not required to, act as a common collateral agent with respect to any Liens granted pursuant to other Senior Debt. If the holders or potential holders of Senior Debt require an intercreditor or similar agreement setting forth the respective priorities of Liens with respect to the Collateral, and the Trustee is unwilling to serve as such common collateral agent or the holders of such Senior Debt require a different collateral agent, the Issuer may appoint a replacement Collateral Agent reasonably acceptable to the holders of Senior Debt in accordance with the terms of the applicable Collateral Documents.

Collateral Documents. The due and punctual payment of the principal of, premium and interest (including Additional Amounts, if anya) 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 Issuers and the Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor 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 the Obligations, subject to the terms of the First Priority Intercreditor Agreement. The Trustee and the Issuers hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of the Collateral Documents and the First Priority Intercreditor Agreement. 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 as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreements, and Lender authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the Collateral Agent copies each 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 12.1, to assure and confirm to 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. 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 cause the Collateral Documents to create which it is a party and maintainto take all action contemplated by such documents. Each Lender agrees that no Lender shall have the right individually to seek to realize upon the security granted by any Collateral Document, as security for the Obligations of the Issuers it being understood and the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement agreed that such rights 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), in favor of remedies may be exercised solely by the Collateral Agent for the benefit of the Holders 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 Collateral Agent is hereby authorized to execute and deliver on behalf of the Trustee subject Holders of Secured Obligations any Loan Documents necessary or appropriate to no grant and perfect a Lien on such Collateral in favor of the Collateral Agent on behalf of the Holders of Secured Obligations. (c) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral or 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) 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 will confirm in writing the Collateral 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 Collateral or of a Subsidiary which is expressly 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, the Collateral 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 Collateral Agent for the benefit of the Lenders herein or pursuant hereto upon the Collateral that was sold or transferred and release the applicable Guarantor from its obligation under the Guaranty; PROVIDED, HOWEVER, that (i) the Collateral Agent 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 entail any consequence other than Permitted Liensthe release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any Subsidiary in respect of) all interests retained by the Borrower or any Subsidiary, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral.

Collateral Documents. The due and punctual payment of the principal Principal of, premium and interest (including Additional Amountsand Liquidated Damages, if any) , on the Notes Securities of a series and the Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium Principal of and interest (to the extent permitted by law), if any, on the Notes Securities of such series and the Guarantees thereof and performance of all other Obligations of the Issuers and the Guarantors to the Holders or the Trustee obligations under this Indenture, the Notesincluding, without limitation, the Note Guaranteesobligations of the Company set forth in Section 7.07 herein, the First Priority Intercreditor Agreement and the Collateral Documents, according to Securities of such series and the terms hereunder or thereunderGuarantees thereof, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Priority Intercreditor Agreement. The Trustee Trustee, the Company and the Issuers each Guarantor hereby acknowledge and agree that the Collateral Agent holds shall hold the Collateral in trust for on a PARI PASSU basis with the benefit Indebtedness of the Holders Company under the Credit Agreement, related documents and liabilities owing to lenders or affiliates of lenders party to the Trustee Credit Agreement and in connection with interest rate and currency agreements and certain other Indebtedness permitted by the Credit Agreement, in each case subject and pursuant to the terms of the Collateral Documents and the First Priority Intercreditor AgreementDocuments. Each Holder, by accepting a Noteits acceptance of any Security and the Guarantees thereof to which this Article is applicable, 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 the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their 61 terms and this Indenture and the Intercreditor Agreements, and authorizes and directs (i) the Collateral Agent Agent, with respect to enter into each of the Collateral Documents to which it is a party and (ii) the Trustee, with respect to the Collateral Documents and the Intercreditor Agreements and Acknowledgment, to perform its their respective obligations and exercise its their respective rights thereunder in accordance therewith. The Issuers shall deliver to Trustee and each Holder, by accepting the Collateral Agent copies of all documents required to be filed pursuant to Securities and the Guarantees thereof, acknowledges that, as more fully set forth in the Collateral Documents, the Collateral as now or hereafter constituted shall be held on a PARI PASSU basis for the benefit of all the senior secured creditors under the Collateral Documents, including, without limitation, the lenders under the Credit Agreement and will do or cause to be done all such acts and things as may be reasonably required by that the next sentence lien of this Section 12.1, to assure Indenture and confirm to the Collateral Agent Documents in respect of the security interest Trustee and the Holders is subject to and qualified and limited in the Collateral contemplated hereby, all respects by the Collateral Documents or and actions that may be taken thereunder. As amongst the Holders of any part thereofSecurity and the Guarantees thereof to which this Article is applicable, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The 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 cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers and the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and the Collateral Documents, now or hereafter constituted shall be held on 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), in favor of the Collateral Agent PARI PASSU basis for the benefit of the Holders without preference, priority or distinction of any thereof over any other by reason of difference in time of issuance, sale or otherwise, as security for the Securities and the Trustee subject to no Liens other than Permitted LiensGuarantees thereof.

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 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 Issuers and the Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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 the Obligations, subject to the terms of the First Priority Lien Intercreditor Agreement. The Trustee and the Issuers each Issuer hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of this Indenture, the Collateral Documents and the First Priority Lien Intercreditor Agreement. 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 Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor AgreementsAgreement, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreements Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Subject to the Agreed Security Principles, the Issuers shall deliver to the 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 12.114.01, to assure and confirm provide to the 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. The Issuer Subject to the Agreed Security Principles, the Issuers shall, and shall cause the Subsidiaries of the Issuer Issuers 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 any relevant Covered Jurisdictionjurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Issuers and the Guarantors to the First Lien Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and the Collateral DocumentsParties, 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 Agreements Agreement 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; provided that the Issuers shall have no obligation to do so in respect of Excluded Assets. (b) 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 the Holders on or prior to the Issue Date or subject to a Lien in favor of the Collateral Agent for the benefit of the Trustee and the Holders that is not perfected on or prior to the Issue Date, the Issuers and the 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 Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Agreed Security Principles, within 120 days after the Issue Date. (c) Notwithstanding any provision hereof to the contrary, the 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 required pursuant to this Indenture or any Collateral Document to take any action limited by the Agreed Security Principles.

Collateral Documents. (a) The due and punctual payment of the principal of, premium of and interest (including Additional Amountsand premium, if any) , on the Notes when and as the same shall be due and payabledue, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwiseotherwise and whether by the Issuers pursuant to the Notes, or by the Guarantors pursuant to the Guarantees, the payment of all other Notes Obligations and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations obligations of the Issuers and the Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note GuaranteesGuarantees and the Collateral Documents shall, subject to the Agreed Guarantee and Security Principles, be secured with first priority Liens (subject to Permitted Liens and any obligations that are mandatorily preferred by law) equally and ratably with all existing and future Equal Priority Obligations of the Issuers and the Guarantors as provided herein and in the Collateral Documents. (b) Prior to the Initial Tender Offer Closing Date, the First Priority Intercreditor Notes Obligations will be secured solely by the Specified Deposit Account Collateral and the Specified Securities Account Collateral in accordance with Section 3.10. Such security interest will be perfected solely by the filing of UCC financing statements in respect of the Segregated Securities Accounts and by the Specified Deposit Account Control Agreement in respect of the Segregated Deposit Account. The Specified Deposit Account Collateral and the Specified Securities Account Collateral will not be subject to any escrow arrangements or any other agreements. (c) From and after the Initial Tender Offer Closing Date, the Issuers, at their expense, will deliver to the Trustee copies of all documents delivered to the Notes Collateral Agent pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be required under applicable law or by the provisions of this Indenture and the Collateral Documents, according subject to the terms hereunder or thereunderAgreed Guarantee and Security Principles, shall be secured as provided to assure and confirm to the Notes Collateral Agent the first priority security interest (subject to Permitted Liens and any obligations that are mandatorily preferred by law) in the Collateral Documentscontemplated by this Indenture and the Collateral Documents or any part thereof, which define as from time to time constituted, so as to render the terms same available for the security and benefit of this the Liens Notes Secured Parties. The Issuers will, from and after the Initial Tender Offer Closing Date, take, and will cause the other Grantors to take, any and all actions reasonably required under applicable law (including making all filings under the Uniform Commercial Code and any other applicable laws (including filings of continuation statements and amendments to UCC financing statements that secure may be necessary to continue the Obligationseffectiveness of such UCC financing statements)) or that the Trustee and/or the Notes Collateral Agent may reasonably request, subject to the terms Agreed Guarantee and Security Principles, to cause the Collateral Documents to create and maintain, as security for the Notes Obligations, a valid and enforceable perfected first priority Lien in and on all the Collateral in favor of the First Notes Collateral Agent for the benefit of the Notes Secured Parties, in each case equally and ratably with all existing and future Equal Priority Intercreditor Agreement. The Trustee Obligations of the Issuers and the Guarantors. Additionally, the Issuers will take, and will cause the other Grantors to take, any and all actions reasonably required in relation to an appointment of a successor Notes Collateral Agent in order to maintain the enforceability of the Collateral by the successor Notes Collateral Agent on behalf of the Notes Secured Parties. (d) The Trustee, the Issuers and the Grantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee Notes Secured Parties and pursuant to the terms of the Collateral Documents and (including the First Priority Intercreditor AgreementAgreements). Each Holderholder, 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 as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and Indenture. In the event of conflict between an Intercreditor AgreementsAgreement, and authorizes and directs any of the Collateral Agent to enter into the other Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the 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 12.1, to assure and confirm to 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. 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 cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers and the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority applicable Intercreditor Agreement 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), in favor of the Collateral Agent for the benefit of the Holders and the Trustee subject to no Liens other than Permitted Liensshall control.

Collateral Documents. The From and after the Issue Date, 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 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 Issuers and the Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and the Collateral DocumentsNotes Obligations, 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 First Priority Intercreditor Agreement. The Trustee and the Issuers Company hereby acknowledge and agree that the Collateral Agent holds Agent’s security interest in the Collateral in trust is for the benefit of the Holders and the Trustee Notes Secured Parties and pursuant to the terms of the Collateral Documents and the First Priority Intercreditor AgreementDocuments. 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 ), as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor AgreementsIndenture, and irrevocably authorizes and directs the Collateral Agent (i) to enter into the Collateral Documents Documents, (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 Obligations)) and (iii) perform the Intercreditor Agreements and to perform its obligations duties and exercise its rights thereunder in accordance therewiththe rights, 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 discretions. The Issuers Company shall deliver to the 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 12.117.01, to assure and confirm to the 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. The Issuer Company shall, and shall cause the Subsidiaries of the Issuer Company 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)thereto) required to cause the Collateral Documents to create and maintain, as security for the Notes Obligations in favor of the Issuers Collateral Agent for the benefit of the Holders and the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and the Collateral DocumentsTrustee, 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)Collateral, in favor of the Collateral Agent for the benefit of the Holders and the Trustee subject to no Liens other than Permitted Lienspermitted pursuant to Section 4.10(a). Neither the Trustee nor the Collateral Agent shall have any responsibility or liability in connection with such actions and filings.

Collateral Documents. The due and punctual payment (a) Each Lender authorizes the Administrative Agent to enter into, on behalf of the principal ofeach such Lender, 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 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 Issuers and the Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor 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 the Obligations, subject to the terms of the First Priority Intercreditor Agreement. The Trustee and the Issuers hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms each of the Collateral Documents to which it is a party, and the First Priority Intercreditor Agreementto take all action contemplated by each of such documents. Each HolderLender 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, by accepting a Note, consents it being understood and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release agreed that such rights and foreclosure of Collateral) and the Intercreditor Agreements as the same remedies may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the 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 exercised solely by the next sentence of this Section 12.1, to assure and confirm to 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. 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 cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers and the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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), in favor of the Collateral 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 Trustee subject Holders of Secured Obligations any Loan Documents necessary or appropriate to no Liens 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 Permitted Liensobligations 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 Required Lenders or all of the Lenders, as applicable, 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 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 the Administrative Agent's opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than 87 the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of the Borrower or any Subsidiary in respect of) all interests retained by the Borrower or any Subsidiary, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral.

Collateral Documents. The due and punctual payment of Company, 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 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 Issuers Trustee and the Guarantors to Collateral Agent are entering into the Holders or Security Agreement and the Trustee under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and the Collateral DocumentsCompany and the Mortgage Trustee are entering into the Mortgages, according each of which sets forth the relative rights of the Trustee and the Holders, on the one hand, and the holders of the Senior Liens, on the other hand, as to the terms hereunder or thereunderpriority of payment of the Senior Liens over the Securities and related obligations in certain circumstances. As among the Holders, the Collateral shall be secured as provided in held for the equal and ratable benefit of such Holders without preference, priority or distinction of any thereof over any other. The terms of this Indenture and the Collateral Documents, which define the terms of the Liens that secure the Obligations, Documents will be subject to the terms of the First Priority Intercreditor Agreement. The Trustee and the Issuers hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of the such Collateral Documents and the First Priority Intercreditor Agreement. Each each Holder, by accepting a Noteany Securities, consents and agrees to all of the terms and provisions of the such Collateral Documents (including the provisions providing for the possessionDocuments, use, release and foreclosure of Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time pursuant to the provisions thereof and this Indenture. Without limiting the foregoing, each Holder, by accepting any Securities, acknowledges and agrees that its rights to payment of the obligations evidenced by the Securities may be subject to the terms of any such Collateral Documents and agrees that the Trustee is hereby irrevocably authorized and directed to execute, deliver and perform such Collateral Documents, in accordance with their terms and respective terms. The Trustee agrees that in the event of any conflict between this Indenture and the Intercreditor Agreements, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the 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 12.1, to assure and confirm to 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. 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 cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers and the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and the Collateral Documents, a valid and enforceable perfected Lien and security interest the provisions of such Collateral Documents shall control; provided, that no provision of such Collateral Documents shall be deemed to limit or subordinate the Trustee’s right to compensation, fees, expenses or indemnities under this Indenture, or the Trustee’s right to require Officers’ Certificates or Opinions of Counsel in and on all accordance with the provisions of the Collateral (subject to the terms this Indenture. The provisions of the Intercreditor Agreements and the Collateral Documents), in favor of the Collateral Agent this Section shall be expressly for the benefit of the Holders holders of the Senior Liens and may not be amended without the Trustee subject to no Liens consent of the holders of a majority in principal amount of Indebtedness under clause (ii) or (xi) of the definition of “Permitted Indebtedness,” as applicable (without thereby limiting any other than Permitted Liensprovisions of this Indenture or elsewhere provided for their benefit).

Collateral Documents. 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 of the Issuers and the Guarantors to the Holders Holders, the Trustee or the Trustee Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees, the First Priority Lien Intercreditor Agreement and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which the Issuers and the Guarantors will enter 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 Priority Lien Intercreditor Agreement. The Trustee Trustee, the Issuers and the Issuers Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders Holders, the Trustee and the Trustee Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the First Priority Lien Intercreditor Agreement. 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 Agreements Agreement, each as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor AgreementsIndenture, and authorizes and directs the Notes Collateral Agent and the Trustee, as applicable, to enter into the Collateral Documents and the First Lien Intercreditor Agreements Agreement on the Issue Date, and, at any time after the Issue Date, if applicable, any intercreditor agreement in respect of Junior Lien Obligations (any such agreement, in customary market form (as reasonably determined by Cedar Fair as set forth in an Officer’s Certificate delivered to the Trustee and the Notes Collateral Agent) that neither contravenes nor is prohibited by this Indenture and other Indebtedness secured by any Collateral and otherwise in form and substance reasonably acceptable to the Credit Agreement Collateral Agent and the Notes Collateral Agent, the “Junior Lien Intercreditor Agreement”), and any 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. The 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 12.112.01, 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. The Issuer shallOn or following the Issue Date and subject to the First Lien Intercreditor Agreement, the Issuers and the Guarantors shall cause the Subsidiaries of the Issuer to, take execute any and all actions 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 filing of UCC or and PPSA financing statements, and continuation statements and amendments thereto 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 in order to grant, preserve, maintain, protect and perfect (or analogous procedures under continue the applicable laws perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the relevant Covered Jurisdiction)) required to Collateral and cause the Collateral Documents Requirements to create be and maintainremain satisfied; provided that for so long as there are outstanding any Credit Agreement Obligations, as security for no actions shall be required to be taken with respect to the Obligations perfection of the Issuers and security interests in the Guarantors Collateral to the Notes Secured Parties extent such actions are not required to be taken, and have not been taken, with respect to the Credit Agreement. Such security interest and Liens will be created under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and the Collateral DocumentsDocuments and other security agreements, a valid Mortgages and enforceable perfected Lien other instruments and security interest in and on all of the Collateral (subject to the terms of the 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 Liensdocuments.

Collateral Documents. 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 (including and Additional AmountsInterest, 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 on the Notes and performance of all other Obligations obligations of the Issuers Company and the Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement Notes and the Collateral DocumentsGuarantees, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral DocumentsDocuments which the Company and the Guarantors 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 which define the Company and the Guarantors may enter into on or after the Acquisition Date in accordance with the terms of hereof. Each Holder authorizes the Liens that secure Trustee to appoint ▇▇▇▇▇ Fargo Bank, N.A. as Collateral Agent for the Obligations, subject to the terms of the First Priority Intercreditor Agreement. The Trustee and the Issuers hereby acknowledge and agree that Holders under the Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of the Collateral Documents and the First Priority Intercreditor AgreementDocuments. 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 the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their its terms and the terms of this Indenture and the Intercreditor Agreements, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements Agreement, in substantially the form attached as Exhibit M hereto, and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Company and the Guarantors shall deliver to the 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 12.1the Collateral Documents, to assure and confirm to 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 and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuer shallCompany shall take, and shall cause the its Subsidiaries to take, upon request of the Issuer toCollateral Agent, 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)) reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers Company and the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and the Collateral Documentshereunder, a valid and enforceable perfected Lien and second priority security interest in and continuing Lien on all of the Collateral (subject to the terms of the Intercreditor Agreements and the Collateral Documents)Collateral, in favor of the Collateral Agent for the benefit of the Holders Holders, superior to and prior to the Trustee rights of all third Persons, except for holders of First Lien Obligations, and subject to no Liens other than Permitted LiensLiens and the Liens permitted by the Collateral Documents.

Collateral Documents. The due and punctual payment of the principal of, premium premium, interest, the Waiver Fee and interest (including Additional Amounts, if any) any Make-Whole Amounts and other amounts comprising the Applicable Redemption Amount on the Convertible 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 Convertible Notes (to the extent permitted by Law) and performance of all each and every other Obligations obligation of every nature of the Issuers Issuer and the Guarantors to the Holders or the Trustee Collateral Agent under this IndentureAgreement, the Convertible Notes, the Note Guarantees, the First Priority Intercreditor Agreement Collateral Documents and the Collateral other Note Documents, according to the terms hereunder or thereunderthereunder (any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the Note Documents (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding)), and any other amounts due under, the Convertible Notes and the other Note Documents when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) regardless of how such obligation, liability or amount arises or by what agreement or instrument it may be evidenced, whether or not it is or may be direct, indirect, matured, unmatured, absolute, contingent, primary, secondary, liquidated, unliquidated, disputed, undisputed, joint, joint and several, legal, equitable, secured or unsecured, and whether or not any claim for such obligation is discharged, stayed or otherwise affected by any proceeding under any Debtor Relief Law (collectively including the Guaranteed Obligations, the “Obligations”), shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Priority Intercreditor and Subordination Agreements. Without limiting the generality of the foregoing, the Obligations of each Note Party include (a) the obligation (irrespective of whether a claim therefor is allowed in a proceeding under any Debtor Relief Law) to pay principal, interest, fees, expenses, prepayment premiums, any Backstop Fee, Administration Fee, Change of Control Repurchase Price, Waiver Fee or other Applicable Redemption Amount or Make-Whole Amount and/or Attorneys’ Fee (including, in each case as defined in the Term Loan Credit Agreement, any Applicable Prepayment Premium, End of Term Fee, Administration Fee, Origination Fees, Waiver Fee and/or Attorneys’ Fees) and disbursements, indemnities and other amounts payable by such Person under the Note Documents or the Term Loan Documents (other than the “Warrant” as defined in the Term Loan Credit Agreement), (b) the obligation to pay all costs and expenses incurred by the Collateral Agent and/or any other Secured Party to obtain, preserve, perfect and enforce the security interest granted herein and to maintain, preserve and collect the property subject to the security interest, including but not limited to all reasonable Attorneys’ Fees and expenses of any Secured Party to enforce any Obligations whether or not by litigation and (c) the obligation to reimburse any amount in respect of any of the foregoing that any Secured Party (in its reasonable discretion pursuant to the terms of this Agreement or any other Note Document or Term Loan Document) may elect to pay or advance of behalf of such Note Party. The Trustee and the Issuers parties hereto hereby acknowledge and agree that the Collateral Agent holds the Collateral as defined in each of the Collateral Documents in trust for the benefit of the Holders Collateral Agent and the Trustee Holders and pursuant to the terms of the Collateral Documents and the First Priority Intercreditor Agreementand Subordination Agreements (if any). Each HolderHolder (including the Purchasers), by accepting a Convertible 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 and Subordination Agreements (if any) as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture Agreement and the Intercreditor Agreementsand Subordination Agreements (if any), and authorizes and directs the Collateral Agent to enter into the Collateral Documents, the Note Documents and the Intercreditor and Subordination Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Issuer on its own behalf or on the behalf of the Guarantors shall deliver (or cause to be delivered) to the 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 12.111.4, to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents and the other Note 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 Convertible Notes secured hereby, according to the intent and purposes herein expressed. The Issuer shall, and Note Parties 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)thereto) required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers Issuer and the Guarantors to the Notes Collateral Agent, the Purchasers, the Holders and any other Secured Parties under this IndentureAgreement, the Convertible Notes, the Note Guarantees, the First Priority Intercreditor Agreement Collateral Documents and the Collateral Note Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral intended to be granted pursuant to the terms of the Collateral Documents (subject to the terms of the Intercreditor and Subordination Agreements and the Collateral Documents), in favor of the Collateral Agent for the benefit of the Holders and the Trustee Collateral Agent subject to no Liens other than Permitted Liens. In addition, in the event the Issuer or any Guarantor takes any action to grant or perfect a Lien in favor of the Secured Parties (as defined in the Term Loan Credit Agreement) in any assets, the Issuer or such Guarantor shall also take such action to grant or perfect a Lien in favor of the Collateral Agent without request of the Collateral Agent.”

Collateral Documents. The due and punctual payment of the principal of, premium and interest (including on and any Additional Amounts, if any) on Amounts payable in respect of 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 and any Additional Amounts payable in respect of the Notes and performance of all other Obligations of the Issuers Issuer and the Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor 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 the Obligations, subject to the terms of the First Priority Intercreditor Agreement. The Trustee and the Issuers Issuer hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of the Collateral Documents and the First Priority Intercreditor Agreement. 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 Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor AgreementsAgreement, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith; provided, however, that if any of the provisions of the Collateral Documents limit, qualify or conflict with the duties imposed by the provisions of the TIA, the TIA shall control. The Issuers Issuer shall deliver to the 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 12.1, to assure and confirm to 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. The Issuer and the Restricted Parent Guarantor shall, and shall cause the Subsidiaries of the Issuer Restricted Parent Guarantor to, take any and all actions and make all filings (including the filing of UCC or and PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)thereto) required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers Issuer, the Restricted Parent Guarantor and the other Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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 Agreement 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. The due and punctual payment of the principal of, premium and interest (including Additional Amountspremium, if any) , and interest on the Notes and Guarantees when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and Guarantees and performance of all other Obligations of the Issuers and the Guarantors to the Holders or the Trustee Noteholder Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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 Obligations, subject to the terms of the First Priority Intercreditor AgreementAgreements. The Trustee Trustee, the Issuers and the Issuers Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and Noteholder Secured Parties pursuant to the terms of the Collateral Documents and the First Priority Intercreditor AgreementAgreements. 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 as the same each may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Notes Collateral Agent to enter into the Collateral 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 Notes Collateral Agent and the Trustee to perform its respective obligations and exercise its respective rights thereunder under and in accordance therewithwith the Collateral Documents and Intercreditor Agreements to which it is a party. The Issuers and the Guarantors shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the |US-DOCS\143900591.2|| 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 12.113.01, 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. The Issuer Issuers and the Guarantors shall, and the Company shall cause the its Subsidiaries of the Issuer to, take any and all actions and make all filings filings, registrations and recordations (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)thereto) required to cause the Collateral Documents to create create, perfect and maintain, as security for the Obligations of the Issuers and the Guarantors to the Notes Noteholder Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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), in favor of the Notes Collateral Agent for the benefit of the Holders and the Trustee Noteholder Secured Parties subject to no Liens other than Permitted Liens. For the avoidance of doubt, the Trustee and Notes Collateral Agent shall not have a Lien on the Excluded Assets. Subject to the applicable limitations set forth in the Collateral Documents and herein, (i) if, after the Completion 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 necessary or as may be reasonably requested by the Notes Collateral Agent to grant and perfect such Liens, all at the expense of the Issuers.

Collateral Documents. The due and punctual payment of (a) Each Lender authorizes 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 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 Issuers and the Guarantors Administrative Agent to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor 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 the Obligations, subject to the terms of the First Priority Intercreditor Agreement. The Trustee and the Issuers hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms enter into each of the Collateral Documents to which it is a party and the First Priority Intercreditor Agreementto take all action contemplated by such documents. Each HolderLender 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, by accepting a Note, consents it being understood and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release agreed that such rights and foreclosure of Collateral) and the Intercreditor Agreements as the same remedies may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the 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 exercised solely by the next sentence of this Section 12.1, to assure and confirm to 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. 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 cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers and the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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), in favor of the Collateral Administrative Agent for the benefit of the Holders 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 Administrative Agent is hereby authorized to execute and deliver on behalf of the 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 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) 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 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 Required Lenders or all of the 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 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 that was sold or transferred or evidence the release of the applicable Guarantor from its obligations under the Subsidiary Guaranty; PROVIDED, HOWEVER, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent's opinion, would expose the Administrative 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 Secured Obligations, any other Guarantor's obligations under the Subsidiary Guaranty or any Liens upon (or obligations of the Borrower or any Subsidiary in respect of) all interests retained by the Borrower or any Subsidiary, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Notwithstanding the foregoing, each of the Agents, the Arrangers and the Trustee Lenders hereby acknowledges and agrees that upon the consummation of any transaction involving the sale of the PET business unit of the Borrower and the disposition of the Aerospace business unit of the Borrower, which sale or disposition is permitted pursuant to the terms of SECTION 7.3(B)(vi) or (vii) or 7.3(F)(v), the Administrative Agent, for itself and on behalf of the Lenders and the Issuing Banks, shall release and terminate the Subsidiary Guaranty with respect to any Subsidiary of the Borrower which is the subject of such transaction or, as applicable, release the stock of such Subsidiary from the pledge to no Liens other than Permitted Liensthe Administrative Agent.

Collateral Documents. The due and punctual payment of the principal of, premium and interest (including Additional Amountson, 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 on, if any, and interest on the Notes and performance of all other Notes Obligations of the Issuers Issuer and the Guarantors to the Holders of the Notes or the Trustee under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and the and/or Collateral DocumentsAgent (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 Priority Lien Intercreditor Agreement. The Trustee Trustee, the Issuer and the Issuers Guarantors hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders Holders, the Trustee and the Trustee Collateral Agent and pursuant to the terms of the Collateral Documents and the First Priority Lien Intercreditor Agreement. 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 Agreements Agreement, each as the same may be in effect or may be amended from time to time in accordance with their terms and the terms of this Indenture and the Intercreditor AgreementsIndenture, and authorizes and directs the Collateral Agent and/or the Trustee, as applicable, to enter into the Collateral Documents and the Intercreditor Agreements Agreement Joinder on the Issue Date, and, at any time after the Issue Date, if applicable, 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. The Issuers Issuer shall deliver to the 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 12.1Collateral Documents, to assure and confirm to 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. The Issuer shallOn or following the Issue Date and subject to the First Lien Intercreditor Agreement, and shall cause the Subsidiaries of the Issuer to, take and the Guarantors shall execute any and all actions 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 filing of UCC or PPSA financing statements, and continuation statements and amendments thereto 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 in order to grant, preserve, maintain, protect and perfect (or analogous procedures under continue the applicable laws in perfection of) the relevant Covered Jurisdiction)) required validity and priority of the Liens and security interests created or intended to cause be created by the Collateral Documents to create and maintainin the Collateral, as security for the Obligations of the Issuers and the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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), 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. The due and punctual payment of the interest, principal of, premium and interest (including Additional Amountspremium, if any) , on the Notes and Note Guarantees when and as the same shall be due and payable, whether on an interest payment datea 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 of the Issuers and the Guarantors to the Holders or the Trustee Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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 Obligations, subject to the terms of the First Priority Intercreditor AgreementAgreements. The Trustee Trustee, the Collateral Custodian, the Issuers and the Issuers Guarantors hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and Notes Secured Parties pursuant to the terms of the Collateral Documents and the First Priority Intercreditor AgreementAgreements. 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 as the same each may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Trustee, Collateral Custodian and the Collateral Agent to enter into the Collateral Documents and the 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 Collateral Agent, the Collateral Custodian and the Trustee to perform its respective obligations and exercise its respective rights thereunder under and in accordance therewithwith the Collateral Documents and Intercreditor Agreements to which it is a party. The Issuers and the Guarantors shall deliver to the 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 12.113.01, to assure and confirm to the 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. The Issuer Issuers, Hawaiian and Hawaiian Holdings shall, in each case at their own expense, (A) promptly execute and shall deliver (or cause such Subsidiary to execute and deliver) to the Subsidiaries of Collateral Agent such documents and take such actions to create, grant, establish, preserve and perfect the Issuer to, take any and all actions and make all filings applicable priority Liens (subject to Permitted Liens) (including to obtain any release or termination of Liens not permitted under Section 4.10 and 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)as applicable) required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers and the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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), in favor of the Collateral Agent for the benefit of the Holders Senior Secured Parties on such assets of such Issuer or such other Guarantor, as applicable, to secure the Obligations to the extent required under the applicable Collateral Documents, and the Trustee to ensure that such Collateral shall be subject to no other Liens other than any Permitted LiensLiens 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 and the Collateral Custodian, a customary written opinion of counsel to such Issuer or such other Guarantor, as applicable, with respect to the matters described in clause (A) of this Section 13.01, in each case within twenty (20) Business Days after the addition of such Collateral.

Collateral Documents. The due and punctual payment of the principal of, premium premium, interest, the Waiver Fee and interest (including Additional Amounts, if any) any Make-Whole Amounts and other amounts comprising the Applicable Redemption Amount on the Convertible 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 Convertible Notes (to the extent permitted by Law) and performance of all each and every other Obligations obligation of every nature of the Issuers Issuer and the Guarantors to the Holders or the Trustee Collateral Agent under this IndentureAgreement, the Convertible Notes, the Note Guarantees, the First Priority Intercreditor Agreement Collateral Documents and the Collateral other Note Documents, according to the terms hereunder or thereunderthereunder (any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the Note Documents (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding)), and any other amounts due under, the Convertible Notes and the other Note Documents when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) regardless of how such obligation, liability or amount arises or by what agreement or instrument it may be evidenced, whether or not it is or may be direct, indirect, matured, unmatured, absolute, contingent, primary, secondary, liquidated, unliquidated, disputed, undisputed, joint, joint and several, legal, equitable, secured or unsecured, and whether or not any claim for such obligation is discharged, stayed or otherwise affected by any proceeding under any Debtor Relief Law (collectively including the Guaranteed Obligations, the “Obligations”), shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Priority Intercreditor and Subordination Agreements. Without limiting the generality of the foregoing, the Obligations of each Note Party include (a) the obligation (irrespective of whether a claim therefor is allowed in a proceeding under any Debtor Relief Law) to pay principal, interest, fees, expenses, prepayment premiums, any Backstop Fee, Administration Fee, Fundamental Change of Control Repurchase Price, Waiver Fee or other Applicable Redemption Amount or Make-Whole Amount and/or Attorneys’ Fee (including, in each case as defined in the Term Loan Credit Agreement, any Applicable Prepayment Premium, End of Term Fee, Administration Fee, Origination Fees, Waiver Fee and/or Attorneys’ Fees) and disbursements, indemnities and other amounts payable by such Person under the Note Documents or the Term Loan Documents (other than the “Warrant” as defined in the “Initial Credit Agreement” as defined in the Term Loan Credit Agreement), (b) the obligation to pay all costs and expenses incurred by the Collateral Agent and/or any other Secured Party to obtain, preserve, perfect and enforce the security interest granted herein and to maintain, preserve and collect the property subject to the security interest, including but not limited to all reasonable Attorneys’ Fees and expenses of any Secured Party to enforce any Obligations whether or not by litigation and (c) the obligation to reimburse any amount in respect of any of the foregoing that any Secured Party (in its reasonable discretion pursuant to the terms of this Agreement or any other Note Document or Term Loan Document) may elect to pay or advance of behalf of such Note Party. The Trustee and the Issuers parties hereto hereby acknowledge and agree that the Collateral Agent holds the Collateral as defined in each of the Collateral Documents in trust for the benefit of the Holders Collateral Agent and the Trustee Holders and pursuant to the terms of the Collateral Documents and the First Priority Intercreditor Agreementand Subordination Agreements (if any). Each HolderHolder (including the Purchasers), by accepting a Convertible 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 and Subordination Agreements (if any) as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture Agreement and the Intercreditor Agreementsand Subordination Agreements (if any), and authorizes and directs the Collateral Agent to enter into the Collateral Documents, the Note Documents and the Intercreditor and Subordination Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Issuer on its own behalf or on the behalf of the Guarantors shall deliver (or cause to be delivered) to the 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 12.111.4, to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents and the other Note 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 Convertible Notes secured hereby, according to the intent and purposes herein expressed. The Issuer shall, and Note Parties 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)thereto) required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers Issuer and the Guarantors to the Notes Collateral Agent, the Purchasers, the Holders and any other Secured Parties under this IndentureAgreement, the Convertible Notes, the Note Guarantees, the First Priority Intercreditor Agreement Collateral Documents and the Collateral Note Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral intended to be granted pursuant to the terms of the Collateral Documents (subject to the terms of the Intercreditor and Subordination Agreements and the Collateral Documents), in favor of the Collateral Agent for the benefit of the Holders and the Trustee Collateral Agent subject to no Liens other than Permitted Liens. In addition, in the event the Issuer or any Guarantor takes any action to grant or perfect a Lien in favor of the Secured Parties (as defined in the Term Loan Credit Agreement) in any assets, the Issuer or such Guarantor shall also take such action to grant or perfect a Lien in favor of the Collateral Agent without request of the Collateral Agent.

Collateral Documents. The due and punctual payment of the principal of, premium and interest (including Additional Amountspremium, 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 Note Guarantees and performance of all other Obligations of the Issuers Company and the Guarantors to the Holders or the Trustee Noteholder Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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 Obligations, subject to the terms of the First Priority Intercreditor AgreementAgreements. The Trustee Trustee, the Company and the Issuers Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and Noteholder Secured Parties pursuant to the terms of the Collateral Documents and the First Priority Intercreditor AgreementAgreements. 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 as the same each may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers 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 12.1, Section 13.1 to assure and confirm to the Notes Collateral Agent the first-priority security interest in the Notes Collateral and the second-priority security interest in the ABL 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. The Issuer Company shall, and shall cause the its Subsidiaries of the Issuer to, take any and all actions and make all filings filings, registrations and recordations (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)thereto) required to cause the Collateral Documents to create create, perfect and maintain, as security for the Obligations of the Issuers Company and the Guarantors to the Notes Noteholder Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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), in favor of the Notes Collateral Agent for the benefit of the Holders and the Trustee Noteholder Secured Parties subject to no Liens other than Permitted LiensLiens and with the priority set forth in the ABL-Notes Intercreditor Agreement. For the avoidance of doubt, the Trustee and Notes Collateral Agent shall not have a Lien on the Excluded Assets.

Collateral Documents. 108 (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 Issuers Company and the Note Guarantors to the Holders Holders, the Trustee or the Trustee Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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 First Priority Intercreditor AgreementAgreements. The Trustee Trustee, the Company and the Issuers 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 Holders, the Trustee and the Trustee Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the First Priority Intercreditor AgreementAgreements. 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, each as the same may be in effect or may be amended from time to time in accordance with their its terms and this Indenture and the Intercreditor AgreementsIndenture, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL North America Intercreditor Agreement on the Issue Date, and the Collateral Documents and any Permitted ABL EMEA Intercreditor Agreement and any Permitted First Lien Second Lien Intercreditor Agreement, if any, at any time after the Intercreditor Agreements 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 Issuers 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 12.118.01, 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. The Issuer On or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, the Company and the Note Guarantors shall, and shall cause the Subsidiaries of the Issuer toat their sole expense, take execute any and all actions and make all filings further documents, financing statements (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto 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 analogous procedures under continue the applicable laws in perfection of) the relevant Covered Jurisdiction)) required validity and priority of the Liens and security interests created or intended to cause 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 create 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 maintainLiens 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, as security 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 Obligations 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 Issuers and Credit Agreement Collateral Agent in respect of any such matters under the Guarantors Credit Agreement shall be deemed to be the judgment of the Notes Secured Parties Collateral Agent in respect of such matters under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement Indenture and the Collateral Documents, a valid . It is understood and enforceable perfected Lien and security interest in and on all 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 (subject 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 terms judgment of the Intercreditor Agreements ABL Agent in respect of any such matters under the ABL North America 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), 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 Amountsinterest, 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 and interest on the Notes and performance of all other Indenture Obligations of the Issuers Issuer and the Guarantors to the Holders Holders, the Trustee or the Trustee Collateral Agent under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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 the Indenture Obligations, subject to the terms of the First Priority Lien Intercreditor Agreement. The Trustee and the Issuers Issuer hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust security interest for the benefit of itself, the Holders and the Trustee and pursuant to the terms of this Indenture and the Collateral Documents and the First Priority Intercreditor AgreementDocuments. 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 Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor AgreementsAgreement, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Subject to the Applicable Collateral Limitations, the Issuer shall deliver to the 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 12.11501, to assure and confirm provide to the 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. The Subject to the Applicable Collateral Limitations, 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 cause the Collateral Documents to create and maintain, as security for the Indenture Obligations of the Issuers Issuer and the Guarantors to the First Lien Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and the Collateral DocumentsParties, a valid and 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 of the Collateral (subject to the terms of the First Lien Intercreditor Agreements Agreement and the other Collateral Documents), in favor of the Collateral Agent for the benefit of itself, the Holders and the Trustee subject to no Liens other than Permitted LiensLiens permitted by Section 1010 hereof. (b) Notwithstanding any provision hereof to the contrary, the provisions of this Article Fifteen are qualified in their entirety by the Applicable Collateral Limitations and neither the Issuer nor any Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.

Collateral Documents. The due and punctual payment of the principal of, premium and interest (including Additional Amountspremium, 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 Note Guarantees and performance of all other Obligations of the Issuers Company and the Guarantors to the Holders or the Trustee Noteholder Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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 Obligations, subject to the terms of the First Priority Intercreditor AgreementAgreements. The Trustee Trustee, the Company and the Issuers Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and Noteholder Secured Parties pursuant to the terms of the Collateral Documents and the First Priority Intercreditor AgreementAgreements. 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 as the same each may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers 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 12.113.1, to assure and confirm to the Notes Collateral Agent the first-priority security interest in the Notes Collateral and the second-priority security interest in the ABL 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. The Issuer Company shall, and shall cause the its Subsidiaries of the Issuer to, take any and all actions and make all filings filings, registrations and recordations (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)thereto) required to cause the Collateral Documents to create create, perfect and maintain, as security for the Obligations of the Issuers Company and the Guarantors to the Notes Noteholder Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement 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), in favor of the Notes Collateral Agent for the benefit of the Holders and the Trustee Noteholder Secured Parties subject to no Liens other than Permitted LiensLiens and with the priority set forth in the ABL-Notes Intercreditor Agreement. For the avoidance of doubt, the Trustee and Notes Collateral Agent shall not have a Lien on the Excluded Assets.

Collateral Documents. 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 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 Issuers and the Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor 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 the Obligations, subject to the terms of the First Priority Intercreditor Agreement. The Trustee and the Issuers Issuer hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee Second Priority Secured Parties and pursuant to the terms of the Collateral Documents and the First Priority Intercreditor AgreementAgreements. 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 as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreements, (ii) consents to the priority of Liens and payments provided for in the Intercreditor Agreements, (iii) agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (iv) authorizes and directs the Trustee (in the case of the applicable Intercreditor Agreements) and the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements on behalf of such Holder and to bind such Holder thereby and to perform its respective obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to , and (v) authorizes the release or subordination of any Lien granted under any Collateral Agent copies of all documents required to be filed Document pursuant to Section 12.2 below and 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 terms of this Section 12.1, to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents and the Intercreditor Agreements, and directs the Trustee (and directs the Trustee to direct the Collateral Agent) to execute and deliver or authorize the filing of any part thereof, as from time documents or instruments necessary or requested 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 expressedeffectuate or evidence such release or subordination. The Issuer shall, and the Guarantors 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)thereto) required to cause under the Collateral Documents to create and maintain, as security for the Notes Obligations of the Issuers and the Guarantors to the Notes other Second Priority Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and the Collateral DocumentsObligations, 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), in favor of the Collateral Agent for the benefit of the Holders Notes Secured Parties and the Trustee subject to no Liens other than Permitted LiensSecond Priority Secured Parties. In the event of any conflict between the terms of the Intercreditor Agreements and this Indenture or any of the other Note Documents, the provisions of the Intercreditor Agreements shall govern and control.